<PAGE>
Registration No. 33-42687
811-5183
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
Post-Effective Amendment No. 11
VEL ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester MA 01653
(Address of Principal Executive Office)
Abigail M. Armstrong, Esq.
440 Lincoln Street
Worcester MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
---
X on May 1, 1998 pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a) (1)
---
on (date) pursuant to paragraph (a) (1) of Rule 485
---
this post-effective amendment designates a new effective
--- date for a previously filed post-effective amendment.
FLEXIBLE PREMIUM VARIABLE LIFE
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The 24f-2 Notice
for the issuer's fiscal year ended December 31, 1997 was filed on or before
March 30, 1998.
<PAGE>
RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
1 . . . . . . . . . . . . . . . . . Cover Page
2 . . . . . . . . . . . . . . . . . Cover Page
3 . . . . . . . . . . . . . . . . . Not Applicable
4 . . . . . . . . . . . . . . . . . Distribution
5 . . . . . . . . . . . . . . . . . The Company, The VEL Account
6 . . . . . . . . . . . . . . . . . The VEL Account
7 . . . . . . . . . . . . . . . . . Not Applicable
8 . . . . . . . . . . . . . . . . . Not Applicable
9 . . . . . . . . . . . . . . . . . Legal Proceedings
10. . . . . . . . . . . . . . . . . Summary; Description of the Company, The
VEL Account and the Underlying Funds; The
Policy; Policy Termination and
Reinstatement; Other Policy Provisions
11. . . . . . . . . . . . . . . . . Summary; Allmerica Investment Trust;
Variable Insurance Products Fund; Variable
Insurance Products Fund II; T. Rowe Price
International Series, Inc.; Delaware Group
Premium Fund, Inc.; Investment Objectives
and Policy
12. . . . . . . . . . . . . . . . . Summary; Allmerica Investment Trust;
Variable Insurance Products Fund; Variable
insurance Products Fund II; T. Rowe Price
International Series, Inc.; Delaware Group
Premium Fund, Inc.
13. . . . . . . . . . . . . . . . . Summary; Allmerica Investment Trust;
Variable Insurance Products Fund; Variable
Insurance Products Fund II; T. Rowe Price
International Series, Inc.; Delaware Group
Premium Fund, Inc.; Investment Advisory
Services to the Trust; Investment Advisory
Services to Variable Insurance Products
Fund; Investment Advisory Services to
Variable Insurance Products Fund II;
Investment Advisory Services to T. Rowe
Price International Series, Inc.; Investment
Advisory Services to Delaware Group Premium
Fund, Inc.; Charges and Deductions
14. . . . . . . . . . . . . . . . . Summary; Applying for a Policy
15. . . . . . . . . . . . . . . . . Summary; Applying for a Policy; Premium
Payments; Allocation of Net Premiums
16. . . . . . . . . . . . . . . . . The VEL Account; Allmerica Investment Trust;
Variable Insurance Products Fund; Variable
Insurance Products Fund II; T. Rowe Price
International Series, Inc.; Delaware Group
Premium Fund, Inc.; Premium Payments;
Allocation of Net Premiums
17. . . . . . . . . . . . . . . . . Summary; Policy Surrender; Partial
Withdrawal; Charges and Deductions; Policy
Termination and Reinstatement
18. . . . . . . . . . . . . . . . . *The VEL Account; Allmerica Investment
Trust; Variable Insurance Products Fund;
Variable Insurance Products Fund II; T. Rowe
Price International Series, Inc.; Delaware
Group Premium Fund, Inc.; Premium Payments
19. . . . . . . . . . . . . . . . . Reports; Voting Rights
20. . . . . . . . . . . . . . . . . Not Applicable
21. . . . . . . . . . . . . . . . . Summary; Policy Loans; Other Policy
Provisions
22. . . . . . . . . . . . . . . . . Other Policy Provisions
23. . . . . . . . . . . . . . . . . Not Required
24. . . . . . . . . . . . . . . . . Other Policy Provisions
25. . . . . . . . . . . . . . . . . The Company
26. . . . . . . . . . . . . . . . . Not Applicable
27. . . . . . . . . . . . . . . . . The Company
28. . . . . . . . . . . . . . . . . Directors and Principal Officers of the
Company
<PAGE>
29. . . . . . . . . . . . . . . . . The Company
30. . . . . . . . . . . . . . . . . Not Applicable
31. . . . . . . . . . . . . . . . . Not Applicable
32. . . . . . . . . . . . . . . . . Not Applicable
33. . . . . . . . . . . . . . . . . Not Applicable
34. . . . . . . . . . . . . . . . . Not Applicable
35 . . . . . . . . . . . . . . . . Distribution
36. . . . . . . . . . . . . . . . . Not Applicable
37. . . . . . . . . . . . . . . . . Not Applicable
38. . . . . . . . . . . . . . . . . Summary; Distribution
39. . . . . . . . . . . . . . . . . Summary; Distribution
40. . . . . . . . . . . . . . . . . Not Applicable
41. . . . . . . . . . . . . . . . . The Company, Distribution
42. . . . . . . . . . . . . . . . . Not Applicable
43. . . . . . . . . . . . . . . . . Not Applicable
44. . . . . . . . . . . . . . . . . Premium Payments; Policy Value and Cash
Surrender Value
45. . . . . . . . . . . . . . . . . Not Applicable
46. . . . . . . . . . . . . . . . . Policy Value and Cash Surrender Value;
Federal Tax Considerations
47. . . . . . . . . . . . . . . . . The Company
48. . . . . . . . . . . . . . . . . Not Applicable
49. . . . . . . . . . . . . . . . . Not Applicable
50. . . . . . . . . . . . . . . . . The VEL Account
51. . . . . . . . . . . . . . . . . Cover Page; Summary; Charges and Deductions;
The Policy; Policy Termination and
Reinstatement; Other Policy Provisions
52. . . . . . . . . . . . . . . . . Addition, Deletion or Substitution of
Investments
53 . . . . . . . . . . . . . . . . Federal Tax Considerations
54. . . . . . . . . . . . . . . . . Not Applicable
55. . . . . . . . . . . . . . . . . Not Applicable
56. . . . . . . . . . . . . . . . . Not Applicable
57. . . . . . . . . . . . . . . . . Not Applicable
58. . . . . . . . . . . . . . . . . Not Applicable
59. . . . . . . . . . . . . . . . . Not Applicable
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
This Prospectus describes individual flexible premium variable life insurance
policies ("Policy" or "Policies") offered by Allmerica Financial Life Insurance
and Annuity Company ("Company") to eligible applicants who are members of a
non-qualified benefit plan having five or more members and are age 80 years old
and under. Within limits, you may choose the amount of initial premium desired
and the initial Sum Insured. You have the flexibility to vary the frequency and
amount of premium payments, subject to certain restrictions and conditions. You
may withdraw a portion of the Policy's surrender value, or the Policy may be
fully surrendered at any time, subject to certain limitations.
The Policies permit you to allocate net premiums among up to 20 sub-accounts
("Sub-Accounts") of the VEL Account, (a Separate Account of the Company), and a
fixed interest account ("General Account") of the Company (together "Accounts").
Each Sub-Account invests its assets in a corresponding investment portfolio of
Allmerica Investment Trust ("Trust"), Fidelity Variable Insurance Products Fund
("Fidelity VIP"), Variable Insurance Products Fund II ("Fidelity VIP II"), T.
Rowe Price International Series, Inc. ("T. Rowe Price"), and Delaware Group
Premium Fund, Inc. ("DGPF"). The Trust, VIP, VIP II, T. Rowe Price and DGPF are
open-end, diversified series management investment companies. The following
Underlying Funds are available under the Policies:
<TABLE>
<S> <C>
ALLMERICA INVESTMENT TRUST FIDELITY VIP
- --------------------------------- -------------------------------------
Select Aggressive Growth Fund Overseas Portfolio
Select Capital Appreciation Fund Equity-Income Portfolio
Select Value Opportunity Fund Growth Portfolio
Select Emerging Markets Fund High Income Portfolio
Select International Equity Fund
Select Growth Fund FIDELITY VIP II
-------------------------------------
Select Strategic Growth Fund Asset Manager Portfolio
Growth Fund
Equity Index Fund DGPF
-------------------------------------
Select Growth and Income Fund International Equity Series
Investment Grade Income Fund
Government Bond Fund T. ROWE PRICE
-------------------------------------
Money Market Fund T. Rowe Price International Stock
Portfolio
</TABLE>
Certain of the Funds may not be available in all States.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF THE
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE
PRODUCTS FUND II, T. ROWE PRICE INTERNATIONAL SERIES, INC., AND DELAWARE GROUP
PREMIUM FUND, INC. THE FIDELITY VIP HIGH INCOME PORTFOLIO MAY INVEST IN HIGHER
YIELDING, HIGHER RISK, LOWER RATED DEBT SECURITIES (SEE "INVESTMENT OBJECTIVES
AND POLICIES" IN THIS PROSPECTUS). INVESTORS SHOULD RETAIN A COPY OF THIS
PROSPECTUS FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE POLICIES ARE OBLIGATIONS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY, AND ARE DISTRIBUTED BY ITS SUBSIDIARY, ALLMERICA INVESTMENTS, INC. THE
POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK OR CREDIT UNION. THE POLICIES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE
FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), OR ANY OTHER FEDERAL AGENCY.
INVESTMENTS IN THE POLICIES ARE SUBJECT TO VARIOUS RISKS, INCLUDING THE
FLUCTUATION OF VALUE AND POSSIBLE LOSS OF PRINCIPAL.
DATED MAY 1, 1998
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
(508) 855-1000
<PAGE>
(Continued from cover page)
There is no guaranteed minimum Policy Value. The value of a Policy will vary up
or down to reflect the investment experience of allocations to the Sub-Accounts
and the fixed rates of interest earned by allocations to the General Account.
The Policy Value will also be adjusted for other factors, including the amount
of charges imposed. The Policy will remain in effect so long as the Policy Value
less any outstanding Debt is sufficient to pay certain monthly charges imposed
in connection with the Policy. The Policy Value may decrease to the point where
the Policy will lapse and provide no further death benefit without additional
premium payments.
If the Policy is in effect at the death of the Insured, the Company will pay a
death benefit (the "Death Proceeds") to the Beneficiary. Prior to the Final
Premium Payment Date, the Death Proceeds equal the Sum Insured, less any Debt,
partial withdrawals, and any due and unpaid charges. If the Guideline Premium
Test is in effect (See "Election of Sum Insured Options"), you may choose either
Sum Insured Option 1 (the Sum Insured is fixed in amount) or Sum Insured Option
2 (the Sum Insured includes the Policy Value in addition to a fixed insurance
amount), and may change between Sum Insured Option 1 and Option 2, subject to
certain conditions. If the Cash Value Accumulation Test is in effect, Sum
Insured Option 3 (the Sum Insured is fixed in amount) will apply. A Minimum Sum
Insured, equivalent to a percentage of the Policy Value, will apply if greater
than the Sum Insured otherwise payable under Option 1, Option 2 or Option 3.
In certain circumstances, a Policy may be considered a "modified endowment
contract." Under the Internal Revenue Code ("Code"), any policy loan, partial
withdrawal or surrender from a modified endowment contract may be subject to tax
and tax penalties. See FEDERAL TAX CONSIDERATIONS -- "Modified Endowment
Contracts."
The purpose of the Policy is to provide insurance protection for the Beneficiary
named therein. This Summary is intended to provide only a very brief overview of
the more significant aspects of the Policy. Further detail is provided in this
Prospectus and in the Policy. No claim is made that the Policy is in any way
similar or comparable to a systematic investment plan of a mutual fund. The
Policy, together with its attached application, constitutes the entire agreement
between you and the Company.
IT MAY NOT BE ADVANTAGEOUS TO PURCHASE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
AS A REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY OWN A
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIAL TERMS......................................................................... 5
SUMMARY............................................................................... 8
PERFORMANCE INFORMATION............................................................... 17
DESCRIPTION OF THE COMPANY, THE VEL ACCOUNT AND THE UNDERLYING FUNDS.................. 22
INVESTMENT OBJECTIVES AND POLICIES.................................................... 24
INVESTMENT ADVISORY SERVICES.......................................................... 26
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..................................... 29
VOTING RIGHTS......................................................................... 29
THE POLICY............................................................................ 30
Applying for a Policy............................................................... 30
Free-Look Period.................................................................... 31
Conversion Privileges............................................................... 32
Premium Payments.................................................................... 32
Paid-Up Insurance Option............................................................ 33
Allocation of Net Premiums.......................................................... 33
Transfer Privilege.................................................................. 34
Death Proceeds...................................................................... 35
Guideline Premium Test and Cash Value Accumulation Test............................. 35
Election of Sum Insured Options..................................................... 36
Change in Sum Insured Option........................................................ 38
Change in Face Amount............................................................... 39
Policy Value and Surrender Value.................................................... 40
Payment Options..................................................................... 41
Optional Insurance Benefits......................................................... 42
Surrender........................................................................... 42
Partial Withdrawal.................................................................. 42
CHARGES AND DEDUCTIONS................................................................ 42
State Premium Tax................................................................... 43
Monthly Deduction from Policy Value................................................. 43
Charges Against Assets of the VEL Account........................................... 45
Surrender Charge.................................................................... 46
Charges on Partial Withdrawal....................................................... 47
Transfer Charges.................................................................... 48
Charge for Increase in Face Amount.................................................. 48
Other Administrative Charges........................................................ 48
POLICY LOANS.......................................................................... 48
Loan Interest....................................................................... 49
Repayment of Loans.................................................................. 49
Effect of Policy Loans.............................................................. 50
POLICY TERMINATION AND REINSTATEMENT.................................................. 50
Termination......................................................................... 50
Reinstatement....................................................................... 51
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
OTHER POLICY PROVISIONS............................................................... 51
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY....................................... 53
DISTRIBUTION.......................................................................... 54
SERVICES.............................................................................. 54
REPORTS............................................................................... 54
LEGAL PROCEEDINGS..................................................................... 55
FURTHER INFORMATION................................................................... 55
INDEPENDENT ACCOUNTANTS............................................................... 55
FEDERAL TAX CONSIDERATIONS............................................................ 55
The Company and the VEL Account..................................................... 55
Taxation of the Policies............................................................ 56
Policy Loans........................................................................ 56
Modified Endowment Contracts........................................................ 57
MORE INFORMATION ABOUT THE GENERAL ACCOUNT............................................ 57
General Description................................................................. 57
General Account Value............................................................... 58
The Policy.......................................................................... 58
Transfers, Surrenders, Partial Withdrawals and Policy Loans......................... 58
FINANCIAL STATEMENTS.................................................................. 59
APPENDIX A -- OPTIONAL BENEFITS....................................................... A-1
APPENDIX B -- PAYMENT OPTIONS......................................................... B-1
APPENDIX C -- ILLUSTRATIONS........................................................... C-1
APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES................................ D-1
</TABLE>
4
<PAGE>
SPECIAL TERMS
AGE: The Insured's age as of the nearest birthday measured from a Policy
anniversary.
ACCUMULATION UNIT: A measure of your interest in a Sub-Account.
BENEFICIARY: The person(s) designated by the Policyowner to receive the
insurance proceeds upon the death of the Insured.
COMPANY: Allmerica Financial Life Insurance and Annuity Company.
DATE OF ISSUE: The date set forth in the Policy used to determine the Monthly
Payment Date, Policy months, Policy years, and Policy anniversaries.
DEATH PROCEEDS: Prior to the Final Premium Payment Date, the Death Proceeds
equal the amount calculated under the applicable Sum Insured Option, less Debt
outstanding at the time of the Insured's death, partial withdrawals, if any,
partial withdrawal charges, and any due and unpaid Monthly Deductions. After the
Final Premium Payment Date, the Death Proceeds equal the Surrender Value of the
Policy.
DEBT: All unpaid Policy loans plus interest due or accrued on such loans.
DELIVERY RECEIPT: An acknowledgment, signed by the Policyowner and returned to
the Company's Principal Office, that the Policyowner has received the Policy and
the Notice of Withdrawal Rights.
EVIDENCE OF INSURABILITY: Information, satisfactory to the Company, that is used
to determine the Insured's Premium Class.
FACE AMOUNT: The amount of insurance coverage applied for. The Face Amount of
each Policy is set forth in the specification pages of the Policy.
FINAL PREMIUM PAYMENT DATE: The Policy anniversary nearest the Insured's 95th
birthday. The Final Premium Payment Date is the latest date on which a premium
payment may be made. After this date, the Death Proceeds equal the Surrender
Value of the Policy.
GENERAL ACCOUNT: All the assets of the Company other than those held in a
Separate Account.
GUIDELINE ANNUAL PREMIUM: The annual amount of premium that would be payable
through the Final Premium Payment Date of a Policy for the specified Sum
Insured, if premiums were fixed by the Company as to both timing and amount, and
monthly cost of insurance charges were based on the 1980 Commissioners Standard
Ordinary Mortality Table, Smoker or Non-Smoker, Male, Female (or Table B for
unisex Policies), net investment earnings at an annual effective rate of 5%, and
fees and charges as set forth in the Policy and any Policy riders. The Sum
Insured Option 1 Guideline Annual Premium is used when calculating the maximum
surrender charge.
GUIDELINE MINIMUM SUM INSURED: The minimum Sum Insured required to qualify the
Policy as "life insurance" under federal tax laws. The Guideline Minimum Sum
Insured varies by Age. It is calculated by multiplying the Policy Value by a
percentage determined by the Insured's Age.
INSURANCE AMOUNT AT RISK: The Sum Insured less the Policy Value.
LOAN VALUE: The maximum amount that may be borrowed under the Policy.
5
<PAGE>
MONTHLY PAYMENT DATE: The date on which the Monthly Deduction is deducted from
Policy Value.
MONTHLY DEDUCTION: Charges deducted monthly from the Policy Value of a Policy
prior to the Final Premium Payment Date. The charges include the monthly cost of
insurance, the monthly cost of any benefits provided by riders, and the monthly
administrative charge.
NET PREMIUM: An amount equal to the premium less a premium tax charge.
POLICY CHANGE: Any change in the Face Amount, the addition or deletion of a
rider, or a change in the Sum Insured Option.
POLICY VALUE: The total amount available for investment under a Policy at any
time. It is equal to the sum of (a) the value of the Accumulation Units credited
to a Policy in the Sub-Accounts and (b) the accumulation in the General Account
credited to that Policy.
POLICYOWNER: The person, persons or entity entitled to exercise the rights and
privileges under the Policy.
PREMIUM CLASS: The risk classification that the Company assigns the Insured
based on the information in the application and any other Evidence of
Insurability considered by the Company. The Insured's Premium Class will affect
the cost of insurance charge and the amount of premium required to keep the
Policy in force.
PRINCIPAL OFFICE: The Company's office, located at 440 Lincoln Street,
Worcester, Massachusetts 01653.
PRO-RATA ALLOCATION: In certain circumstances, you may specify from which
Sub-Account certain deductions will be made or to which Sub-Account Policy Value
will be allocated. If you do not, the Company will allocate the deduction or
Policy Value among the General Account and the Sub-Accounts in the same
proportion that the Policy Value in the General Account and the Policy Value in
each Sub-Account bear to the total Policy Value on the date of deduction or
allocation.
SEPARATE ACCOUNT: A Separate Account consists of assets segregated from the
Company's other assets. The investment performance of the assets of each
Separate Account is determined separately from the other assets of the Company.
The assets of a Separate Account which are equal to the reserves and other
contract liabilities are not chargeable with liabilities arising out of any
other business which the Company may conduct.
SUB-ACCOUNT: A subdivision of the VEL Account. Each Sub-Account invests
exclusively in the shares of a corresponding Fund of the Allmerica Investment
Trust, a corresponding Portfolio of the Variable Insurance Products Fund or the
Variable Insurance Products Fund II, the Portfolio of T. Rowe Price
International Series, Inc., or the Series of Delaware Group Premium Fund, Inc.
SUM INSURED: The amount payable upon the death of the Insured before the Final
Premium Payment Date, prior to deductions for Debt outstanding at the time of
the Insured's death, partial withdrawals and partial withdrawal charges, if any,
and any due and unpaid monthly deductions. The amount of the Sum Insured will
depend on the Sum Insured Option chosen, but will always be at least equal to
the Face Amount.
SURRENDER VALUE: The amount payable upon a full surrender of the Policy. It is
the Policy Value, less any Debt and any surrender charges.
UNDERLYING FUNDS (FUNDS): The Funds of the Allmerica Investment Trust, the
Portfolios of the Variable Insurance Products Fund and Variable Insurance
Products Fund II, the Portfolio of T. Rowe Price International Series, Inc. and
the Series of the Delaware Group Premium Fund, Inc. available under the
Policies.
VALUATION DATE: A day on which the net asset value of the shares of any of the
Underlying Funds is determined and Accumulation Unit values of the Sub-Accounts
are determined. Valuation Dates currently
6
<PAGE>
occur on each day on which the New York Stock Exchange is open for trading, and
on such other days (other than a day during which no payment, partial
withdrawal, or surrender of a Policy is received) when there is a sufficient
degree of trading in an Underlying Fund's securities such that the current net
asset value of the Sub-Accounts may be materially affected.
VALUATION PERIOD: The interval between two consecutive Valuation Dates.
VEL ACCOUNT: A Separate Account of the Company to which the Policyowner may make
Net Premium allocations.
WRITTEN REQUEST: A request by the Policyowner in writing, satisfactory to the
Company.
YOU OR YOUR: The Policyowner, as shown in the application or the latest change
filed with the Company.
7
<PAGE>
SUMMARY
FREE-LOOK PERIOD -- The Policy provides for an initial free-look period. You
may cancel the Policy by mailing or delivering it to the Principal Office or
to an agent of the Company on or before the latest of:
- 45 days after the application for the Policy is signed,
- ten days after you receive the Policy (or, if required by state law, the
longer period indicated in your Policy), or
- ten days after the Company mails or personally delivers a Notice of
Withdrawal Rights to you.
Upon returning the Policy, you will receive a refund equal to the sum of:
(1) the difference between the premium, including fees and charges paid,
and any amount allocated to the VEL Account, PLUS
(2) the value of the amounts allocated to the VEL Account, PLUS
(3) any fees or charges imposed on the amounts allocated to the VEL
Account.
The amount refunded in (1) above includes any premiums allocated to the
General Account. Where required by state law, however, the Company will refund
the entire amount of premiums paid. A free-look privilege also applies after a
requested increase in the Face Amount. See THE POLICY -- "Free-Look Period."
CONVERSION PRIVILEGES -- During the first 24 Policy months after the Date of
Issue, subject to certain restrictions, you may convert the Policy to a
non-variable flexible premium adjustable life insurance policy by
simultaneously transferring all accumulated value in the Sub-Accounts to the
General Account and instructing the Company to allocate all future premiums to
the General Account. A similar conversion privilege is in effect for 24 Policy
months after the date of an increase in the Face Amount. Where required by
state law, and at your request, the Company will issue a flexible premium
adjustable life insurance policy to you. The new policy will have the same
Face Amount, Issue Age, Date of Issue, and risk classifications as the
original Policy. See THE POLICY -- "Conversion Privileges."
ABOUT THE POLICY
The Policy allows you to make premium payments in any amount and frequency,
subject to certain limitations. As long as the Policy remains in force, it will
provide for:
- life insurance coverage on the named Insured,
- Policy Value,
- surrender rights and partial withdrawal rights,
- loan privileges, and
- in some cases, additional insurance benefits available by rider for an
additional charge.
LIFE INSURANCE
The Policies are life insurance contracts with death benefits, Policy Value, and
other features traditionally associated with life insurance. The Policies are
"variable" because, unlike the fixed benefits of ordinary
8
<PAGE>
whole life insurance, the Policy Value will, and under certain circumstances the
Death Proceeds may, increase or decrease depending on the investment experience
of the Sub-Accounts of the VEL Account.
FLEXIBLE PREMIUM
The Policy is a "flexible premium" policy because, unlike traditional insurance
policies, there is no fixed schedule for premium payments. Although you may
establish a schedule of premium payments ("planned premium payments"), failure
to make the planned premium payments will not necessarily cause a Policy to
lapse, nor will making the planned premium payments guarantee that a Policy will
remain in force. Thus, you may, but are not required to, pay additional
premiums.
The Policy will remain in force until the Surrender Value is insufficient to
cover the next Monthly Deduction and loan interest accrued, if any, and a grace
period of 62 days has expired without adequate payment being made by you.
APPLYING FOR A POLICY
At the time of applying for a Policy, the proposed Insured will complete an
application, which lists the proposed amount of insurance and indicates how much
of that insurance is considered eligible for simplified underwriting. If the
eligibility questions on the application are answered "Yes" and the application
is returned within 30 days of the eligibility date, the Company will provide
immediate coverage equal to the simplified underwriting amount. If the proposed
Insured is a standard premium class, any insurance in excess of the simplified
underwriting amount will begin on the date the application and medical
examinations, if any, are completed. If the proposed Insured cannot answer the
eligibility questions "Yes" and if the proposed Insured is not a standard risk,
insurance coverage will begin only after the Company (1) approves the
application, (2) the Policy is delivered and accepted, and (3) the first premium
is paid.
If any premiums are paid prior to the issuance of the Policy, such premiums will
be held in the Company's General Account. If your application is approved and
the Policy is issued and accepted, the initial premiums held in the General
Account will be credited with interest at a specified rate beginning not later
than the date of receipt of the premiums at the Company's Principal Office. IF A
POLICY IS NOT ISSUED AND ACCEPTED, THE INITIAL PREMIUMS WILL BE RETURNED TO YOU
WITHOUT INTEREST.
Upon completion of issuance procedures, delivery of the Policy, and receipt of
any additional premiums, if less than $10,000 of initial Net Premiums have been
received by the Company, such Net Premiums will be allocated to the Sub-Accounts
according to your instructions. Generally, if initial Net Premiums equal or
exceed $10,000, or if the Policy provides for planned premium payments during
the first year equal to or exceeding $10,000 annually, $5,000 semi-annually,
$2,500 quarterly or $1,000 monthly, the entire Net Premium plus any interest
earned will be allocated to the Sub-Accounts upon return to the Company of a
Delivery Receipt. Thereafter, such amounts will be allocated to the Sub-Accounts
as instructed. If the Policy is issued to the trustee of an employee benefit
plan, the amounts held in the Company's General Account will be allocated to the
Sub-Accounts according to the Policyowner's instructions upon return of a
Delivery Receipt to the Principal Office. See THE POLICY -- "Applying for a
Policy."
ALLOCATION OF NET PREMIUMS
Net Premiums are the premiums paid less the actual premium tax. Net Premiums may
be allocated to one or more Sub-Accounts of the VEL Account, to the General
Account, or to any combination of Accounts. You bear the investment risk of Net
Premiums allocated to the Sub-Accounts. Allocations may be made to no more than
seven Sub-Accounts at any one time. The minimum allocation is 1% of Net Premium.
All allocations must be in whole numbers and must total 100%. See THE POLICY --
"Allocation of Net Premiums."
Premiums allocated to the Company's General Account will earn a fixed rate of
interest. Net Premiums and minimum interest are guaranteed by the Company. For
more information, see MORE INFORMATION ABOUT THE GENERAL ACCOUNT.
9
<PAGE>
POLICY VALUE AND SURRENDER VALUE
The Policy Value is the total amount available for investment under a Policy at
any time. It is the sum of the value of all Accumulation Units in the
Sub-Accounts of the VEL Account and all accumulations in the General Account of
the Company credited to the Policy. The Policy Value reflects the amount and
frequency of Net Premiums paid, charges and deductions imposed under the Policy,
interest credited to accumulations in the General Accounts, investment
performance of the Sub-Account(s) to which Policy Value has been allocated, and
partial withdrawals. The Policy Value may be relevant to the computation of the
Death Proceeds. You bear the entire investment risk for amounts allocated to the
VEL Account. The Company does not guarantee a minimum Policy Value.
The Surrender Value will be the Policy Value, less any Debt and surrender
charges. The Surrender Value is relevant, for example, in the computation of the
amounts available upon partial withdrawals, Policy loans or surrender.
POLICY LAPSE AND REINSTATEMENT
The failure to make premium payments will not cause a Policy to lapse unless:
(a) the Surrender Value is insufficient to cover the next Monthly Deduction
plus loan interest accrued, if any, or
(b) Debt exceeds Policy Value.
A 62-day grace period applies to each situation.
Subject to certain conditions (including Evidence of Insurability showing that
the Insured is insurable according to the Company's underwriting rules and the
payment of sufficient premium), a Policy may be reinstated at any time within
three years after the expiration of the grace period and prior to the Final
Premium Payment Date. See POLICY TERMINATION AND REINSTATEMENT.
PARTIAL WITHDRAWAL
After the first Policy year, you may make partial withdrawals in a minimum
amount of $500 from the Policy Value. Under Option 1 or Option 3, the Face
Amount is reduced by the amount of the partial withdrawal, and a partial
withdrawal will not be allowed if it would reduce the Face Amount below $40,000.
A transaction charge which is described in CHARGES AND DEDUCTIONS -- "Charges on
Partial Withdrawal," will be assessed to reimburse the Company for the cost of
processing each partial withdrawal. A partial withdrawal charge also may be
imposed upon a partial withdrawal. Generally, amounts withdrawn during each
Policy year in excess of 10% of the Policy Value ("excess withdrawal") are
subject to the partial withdrawal charge. The partial withdrawal charge is equal
to 5% of the excess withdrawal up to the surrender charge on the date of
withdrawal. If no surrender charge is applicable at the time of withdrawal, no
partial withdrawal charge will be deducted. The Policy's outstanding surrender
charge will be reduced by the amount of the partial withdrawal charge deducted.
See THE POLICY -- "Partial Withdrawal" and CHARGES AND DEDUCTIONS -- "Charges on
Partial Withdrawal."
LOAN PRIVILEGE
You may borrow against the Policy Value. The total amount you may borrow is the
Loan Value. Loan Value in the first Policy year is 75% of an amount equal to
Policy Value less surrender charge, Monthly Deductions, and interest on Debt to
the end of the Policy year. Thereafter, Loan Value is 90% of an amount equal to
Policy Value less the surrender charge.
Policy loans will be allocated among the General Account and the Sub-Accounts in
accordance with your instructions. If no allocation is made by you, the Company
will make a Pro-Rata Allocation among the Accounts. In either case, Policy Value
equal to the Policy loan will be transferred from the appropriate Sub-Account(s)
to the General Account, and will earn monthly interest at an effective annual
rate of at least 6%.
10
<PAGE>
Therefore, a Policy loan may have a permanent impact on the Policy Value even
though it is eventually repaid. Although the loan amount is a part of the Policy
Value, the Death Proceeds will be reduced by the amount of outstanding Debt at
the time of death.
Policy loans will bear interest at a fixed rate of 8% per year, due and payable
in arrears at the end of each Policy year. If interest is not paid when due, it
will be added to the loan balance. Policy loans may be repaid at any time. You
must notify the Company if a payment is a loan repayment; otherwise, it will be
considered a premium payment. Any partial or full repayment of Debt by you will
be allocated to the General Account or Sub-Accounts in accordance with your
instructions. If you do not specify an allocation, the Company will allocate the
loan repayment in accordance with your most recent premium allocation
instructions. See POLICY LOANS.
PREFERRED LOAN OPTION
A preferred loan option is available under the Policies. The preferred loan
option will be available upon Written Request. It may be revoked by you at any
time. If this option has been selected, after the tenth policy anniversary
Policy Value in the General Account equal to the loan amount will be credited
with interest at an effective annual yield of at least 7.5%. Our current
practice is to credit a rate of interest equal to the rate being charged for the
preferred loan.
There is some uncertainty as to the tax treatment of preferred loans. Consult a
qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN
OPTION IS NOT AVAILABLE IN ALL STATES.
DEATH PROCEEDS
The Policy provides for the payment of certain Death Proceeds to the named
Beneficiary upon the death of the Insured. Prior to the Final Premium Payment
Date, the Death Proceeds will be equal to the Sum Insured, reduced by any
outstanding Debt, partial withdrawals, partial withdrawal charges, and any
Monthly Deductions due and not yet deducted through the Policy month in which
the Insured dies. Three Sum Insured Options are available. Under Option 1 and
Option 3, the Sum Insured is the greater of the Face Amount of the Policy or the
Guideline Minimum Sum Insured. Under Option 2, the Sum Insured is the greater of
the Face Amount of the Policy plus the Policy Value or the Guideline Minimum Sum
Insured. The Guideline Minimum Sum Insured is equivalent to a percentage
(determined each month based on the Insured's Age) of the Policy Value. On or
after the Final Premium Payment Date, the Death Proceeds will equal the
Surrender Value. See THE POLICY -- "Death Proceeds."
The Death Proceeds under the Policy may be received in a lump sum or under one
of the Payment Options described in the Policy. See "APPENDIX B -- PAYMENT
OPTIONS".
FLEXIBILITY TO ADJUST SUM INSURED
Subject to certain limitations, you may adjust the Sum Insured, and thus the
Death Proceeds, at any time prior to the Final Premium Payment Date, by
increasing or decreasing the Face Amount of the Policy. Any change in the Face
Amount will affect the monthly cost of insurance charges and the amount of the
surrender charge. If the Face Amount is decreased, a pro-rata surrender charge
may be imposed. The Policy Value is reduced by the amount of the charge. See THE
POLICY -- "Change in Face Amount."
The minimum increase in Face Amount is $10,000, and any increase may also
require additional Evidence of Insurability satisfactory to the Company. The
increase is subject to a "free-look period" and, during the first 24 months
after the increase, to a conversion privilege. See THE POLICY -- "Free-Look
Period" and "Conversion Privileges."
ADDITIONAL INSURANCE BENEFITS
You have the flexibility to add additional insurance benefits by rider. These
include the Waiver of Premium Rider, Accidental Death Benefit Rider, Guaranteed
Insurability Rider, Other Insured Rider, Children's
11
<PAGE>
Insurance Rider, Exchange Option Rider, Living Benefits Rider, and Exchange to
Term Insurance Rider. See APPENDIX A -- OPTIONAL BENEFITS.
The cost of these optional insurance benefits will be deducted from Policy Value
as part of the Monthly Deduction. See CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."
POLICY FEES AND CHARGES
There are costs related to the insurance and investment features of the Policy.
Fees and charges to cover these costs are deducted in several ways.
PREMIUM TAX CHARGE
A charge for state and local premium taxes (if any) is deducted from each
premium payment. State premium taxes generally range from 0.75% to 5%, while
local premium taxes (if any) vary by jurisdiction within a state. The premium
tax charge will change when either the applicable jurisdiction changes or the
tax rate within the applicable jurisdiction changes. The Company should be
notified of any change in address of the Insured as soon as possible.
MONTHLY DEDUCTIONS FROM POLICY VALUE
On the Date of Issue and each Monthly Payment Date thereafter prior to the Final
Premium Payment Date, certain charges ("Monthly Deductions") will be deducted
from the Policy Value. The Monthly Deduction consists of a charge for cost of
insurance, a charge for the cost of any additional benefits provided by rider,
and a charge for administrative expenses. You may instruct the Company to deduct
the Monthly Deduction from one specific Sub-Account. If you do not, the Company
will make a Pro-Rata Allocation of the charge. No Monthly Deductions are made on
or after the Final Premium Payment Date.
The MONTHLY COST OF INSURANCE CHARGE is determined by multiplying the Insurance
Amount at Risk (the Sum Insured minus the Policy Value) for each Policy month by
the applicable cost of insurance rate or rates. The Insurance Amount at Risk
will be affected by any decreases or increases in the Face Amount.
A MONTHLY ADMINISTRATIVE CHARGE of $5 per month is made for administrative
expenses. The charge is designed to reimburse the Company for the costs
associated with issuing and administering the Policies, such as processing
premium payments, Policy loans and loan repayments, changes in Sum Insured
Option, and death claims. These charges also help cover the cost of providing
annual statements and responding to Policyowner inquiries. The monthly
administrative charge is described in CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."
As noted above, certain additional insurance rider benefits are available under
the Policy for an additional monthly charge. See APPENDIX A -- OPTIONAL
BENEFITS.
DEDUCTIONS FROM THE VEL ACCOUNT
A daily charge equivalent to an effective annual rate of 0.65% of the average
daily net asset value of each Sub-Account of the VEL Account is imposed to
compensate the Company for its assumption of certain mortality and expense
risks. See CHARGES AND DEDUCTIONS -- "Charges Against Assets of the VEL
Account."
In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. See CHARGES AND DEDUCTIONS --
"Charges Against Assets of the VEL Account." The levels of fees and expenses
vary among the Underlying Funds.
SURRENDER CHARGES
At any time that a Policy is in effect, a Policyowner may elect to surrender the
Policy and receive its Surrender Value. A surrender charge is calculated upon
issuance of the Policy and upon each increase in Face Amount.
12
<PAGE>
The surrender charge is only imposed if less than ten years have elapsed from
the Date of Issue or any increase in the Face Amount and you request a full
surrender or a decrease in Face Amount.
DEFERRED ADMINISTRATIVE CHARGE
A component of the surrender charge is a charge for administrative expenses.
This deferred administrative charge is $8.50 per thousand dollars of the initial
Face Amount or of an increase in Face Amount. The charge is designed to
reimburse the Company for administrative costs associated with product research
and development, underwriting, Policy administration, decreasing the Face
Amount, and surrendering a Policy. Because the maximum surrender charge reduces
by 1% per month after the 44th Policy month and becomes zero after the 120th
month after Date of Issue or the effective date of an increase in Face Amount,
in certain situations some or all of the deferred administrative charge may not
be assessed upon surrender of the Policy. See THE POLICY -- "Surrender" and
CHARGES AND DEDUCTIONS -- "Surrender Charge."
SURRENDER CHARGE ON THE INITIAL FACE AMOUNT
The maximum surrender charge calculated upon issuance of the Policy is equal to
the sum of (a) plus (b) where (a) is a deferred administrative charge equal to
$8.50 per thousand dollars of the initial Face Amount and (b) is a deferred
sales charge equal to 30% of the Guideline Annual Premium. In accordance with
limitations under state insurance regulations, the amount of the maximum
surrender charge will not exceed a specified amount per $1,000 of initial Face
Amount, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES.
The maximum surrender charge remains level for the first 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
If you surrender the Policy before making premium payments associated with the
initial Face Amount which are at least equal to the Guideline Annual Premium,
the actual surrender charge imposed may be less than the maximum. See THE POLICY
- -- "Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."
SURRENDER CHARGE ON INCREASES IN FACE AMOUNT
A separate surrender charge will apply to and is calculated for each increase in
Face Amount. The maximum surrender charge for the increase is equal to the sum
of (a) plus (b) where (a) is equal to $8.50 per thousand dollars of increase,
and (b) is equal to 30% of the Guideline Annual Premium for the increase. In
accordance with limitations under state insurance regulations, the amount of the
Surrender Charge will not exceed a specified amount per $1,000 of increase, as
indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES. As is true
for the initial Face Amount, (a) is a deferred administrative charge and (b) is
a deferred sales charge. This maximum surrender charge remains level for the
first 44 Policy months following the increase, reduces by 1% per month for the
next 76 Policy months, and is zero thereafter. The actual surrender charge with
respect to the increase may be less than the maximum. See THE POLICY --
"Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."
SURRENDER CHARGES ON DECREASES IN FACE AMOUNT
In the event of a decrease in Face Amount, the surrender charge imposed is
proportional to the charge that would apply to a full surrender. See THE POLICY
- -- "Surrender" and CHARGES AND DEDUCTIONS -- "Surrender Charge."
OTHER CHARGES (NON-PERIODIC)
TRANSACTION CHARGE ON PARTIAL WITHDRAWALS
A transaction charge, which is the smaller of 2% of the amount withdrawn or $25,
is assessed at the time of each partial withdrawal to reimburse the Company for
the cost of processing the withdrawal. In addition to the transaction charge, a
partial withdrawal charge may also be made under certain circumstances. See
CHARGES AND DEDUCTIONS -- "Charges on Partial Withdrawal."
CHARGE FOR INCREASE IN FACE AMOUNT
For each increase in Face Amount, a charge of $40 will be deducted from Policy
Value. This charge is designed to reimburse the Company for underwriting and
administrative costs associated with the increase.
13
<PAGE>
See THE POLICY -- "Change In Face Amount" and CHARGES AND DEDUCTIONS -- "Charge
for Increase In Face Amount."
TRANSFER CHARGE
The first 12 transfers of Policy Value in a Policy year will be free of charge.
Thereafter, with certain exceptions, a transfer charge of $10 will be imposed
for each transfer request to reimburse the Company for the costs of processing
the transfer. See THE POLICY -- "Transfer Privilege" and CHARGES AND DEDUCTIONS
- -- "Transfer Charges."
OTHER ADMINISTRATIVE CHARGES
The Company reserves the right to impose a charge for the administrative costs
associated with changing the Net Premium allocation instructions, for changing
the allocation of any Monthly Deductions among the various Sub-Accounts, or for
a projection of values. See "CHARGES AND DEDUCTIONS -- Other Administrative
Charges."
INVESTMENT OPTIONS
The Policies permit Net Premiums to be allocated either to the Company's General
Account or to the VEL Account. The VEL Account is currently comprised of 21
Sub-Accounts ("Sub-Accounts"). Of these 21 Sub-Accounts, 20 are available to the
Policies. Each Sub-Account invests exclusively in a corresponding Underlying
Fund of the Allmerica Investment Trust ("Trust") managed by Allmerica
Investment, the Variable Insurance Products Fund ("Fidelity VIP") or the
Variable Insurance Products Fund II ("Fidelity VIP II") managed by Fidelity
Management and Research Company ("FMR"), T. Rowe Price International Series,
Inc. ("T. Rowe Price") managed by Rowe Price-Fleming International, Inc.
("Price-Fleming") with respect to the T. Rowe Price International Stock
Portfolio, or the Delaware Group Premium Fund, Inc. ("DGPF") managed by Delaware
International with respect to the International Equity Series. In some states,
insurance regulations may restrict the availability of particular Underlying
Funds. The Policies permit you to transfer Policy Value among the available
Sub-Accounts and between the Sub-Accounts and the General Account of the
Company, subject to certain limitations described under THE POLICY -- "Transfer
Privilege."
The Trust, Fidelity VIP, Fidelity VIP II, T. Rowe Price and DGPF are open-end,
diversified series management investment companies. Each of the Funds has its
own investment objectives. However, certain underlying Funds have investment
objectives similar to other underlying Funds. The following Funds are available
under the Policies:
<TABLE>
<S> <C>
ALLMERICA INVESTMENT TRUST FIDELITY VIP
- --------------------------------- -------------------------------------
Select Aggressive Growth Fund Overseas Portfolio
Select Capital Appreciation Fund Equity-Income Portfolio
Select Value Opportunity Fund Growth Portfolio
Select Emerging Markets Fund High Income Portfolio
Select International Equity Fund
Select Growth Fund FIDELITY VIP II
-------------------------------------
Select Strategic Growth Fund Asset Manager Portfolio
Growth Fund
Equity Index Fund DGPF
-------------------------------------
Select Growth and Income Fund International Equity Series
Investment Grade Income Fund
Government Bond Fund T. ROWE PRICE
-------------------------------------
Money Market Fund T. Rowe Price International Stock
Portfolio
</TABLE>
The value of each Sub-Account will vary daily depending upon the performance of
the Underlying Fund in which it invests. Each Sub-Account reinvests dividends or
capital gains distributions received from an
14
<PAGE>
Underlying Fund in additional shares of that Underlying Fund. There can be no
assurance that the investment objectives of the Underlying Funds can be
achieved. For more information, see "DESCRIPTION OF THE COMPANY, THE SEPARATE
ACCOUNT, AND THE UNDERLYING FUNDS."
CHARGES OF THE UNDERLYING FUNDS
In addition to the charges described above, certain fees and expenses are
deducted from the assets of the Underlying Funds. The levels of fees and
expenses vary among the Underlying Funds. The following table shows the expenses
of the Underlying Funds for 1997. For more information concerning fees and
expenses, see the prospectuses of the Underlying Funds.
<TABLE>
<CAPTION>
OTHER FUND
MANAGEMENT FEE EXPENSES (AFTER ANY
(AFTER ANY APPLICABLE TOTAL FUND
UNDERLYING FUND VOLUNTARY WAIVER) REIMBURSEMENTS) EXPENSES
- -------------------------------------------------------------- ------------------ --------------------- ---------------
<S> <C> <C> <C>
Select Aggressive Growth Fund................................. 0.89%* 0.09% 0.98%(1)
Select Capital Appreciation Fund.............................. 0.95%* 0.15% 1.10%(1)
Select Value Opportunity Fund................................. 0.90%** 0.14% 1.04%(1)
Select Emerging Markets Fund @................................ 1.35% 0.65% 2.00%(1)
Select International Equity Fund.............................. 0.92%* 0.20% 1.12%(1)
DGPF International Equity Series.............................. 0.75%(4) 0.15% 0.90%(4)
Fidelity VIP Overseas Portfolio............................... 0.75% 0.17% 0.92%(2)
T. Rowe Price International Stock Portfolio................... 1.05% 0.00% 1.05%
Select Growth Fund............................................ 0.85% 0.08% 0.93%(1)
Select Strategic Growth Fund @................................ 0.85% 0.13% 0.98%(1)
Growth Fund................................................... 0.46%* 0.06% 0.52%(1)
Fidelity VIP Growth Portfolio................................. 0.60% 0.09% 0.69%(2)
Equity Index Fund............................................. 0.31% 0.13% 0.44%(1)
Select Growth and Income Fund................................. 0.70%* 0.07% 0.77%(1)
Fidelity VIP Equity-Income Portfolio.......................... 0.50% 0.08% 0.58%(2)
Fidelity VIP II Asset Manager Portfolio....................... 0.55% 0.10% 0.65%(2)
Fidelity VIP High Income Portfolio............................ 0.59% 0.12% 0.71%
Investment Grade Income Fund.................................. 0.44%* 0.10% 0.54%(1)
Government Bond Fund.......................................... 0.50% 0.17% 0.67%(1)
Money Market Fund............................................. 0.27% 0.08% 0.35%(1)
</TABLE>
* Effective September 1, 1997, the management fee rates for these funds were
revised. The management fee ratios shown in the table above have been adjusted
to assume that the revised rates took effect on January 1, 1997.
@ Select Emerging Markets Fund and Select Strategic Growth Fund commenced
operations in February, 1998. Expenses shown are annualized and are based on
estimated amounts for the current fiscal year. Actual expense may be greater or
less than shown.
** The Select Value Opportunity Fund was formerly known as the "Small-Mid Cap
Value Fund." Effective April 1, 1997, the management fee rate of the former
Small-Mid Cap Value Fund was revised. In addition, effective April 1, 1997 and
until further notice, the management fee rate has been voluntarily limited to an
annual rate of 0.90% of average daily net assets, and total expenses are limited
to 1.25% of average daily net assets. The management fee ratio shown above for
the Select Value Opportunity Fund has been adjusted to assume that the revised
rate and the voluntarily limitations took effect on January 1, 1997. Without
these adjustments, the management fee ratio and the total fund expense ratio
would have been 0.95% and 1.09%, respectively. The management fee limitation may
be terminated at any time.
(1) Until further notice, AFIMS has declared a voluntary expense limitation of
1.35% of average net assets for the Select Aggressive Growth Fund and Select
Capital Appreciation Fund, 1.50% for the Select International Equity Fund, 1.25%
for the Select Value Opportunity Fund, 1.20% for the Growth Fund and Select
Growth
15
<PAGE>
Fund, 1.10% for the Select Growth and Income, 1.00% for the Investment Grade
Income Fund and Government Bond Fund, and 0.60% for the Money Market Fund and
Equity Index Fund. The total operating expenses of these Funds of the Trust were
less than their respective expense limitations throughout 1997.
Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-adviser.
The declaration of a voluntary expense limitation in any year does not bind
AFIMS to declare future expense limitations with respect to these funds. These
limitations may be terminated at any time.
(2) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds have entered into arrangements
with their custodian and transfer agent whereby interest earned on uninvested
cash balances was used to reduce custodian and transfer agent expenses.
Including these reductions, the total operating expenses presented in the table
would have been 0.57% for Fidelity VIP Equity Income Portfolio, 0.67% for
Fidelity VIP Growth Portfolio, 0.90% for Fidelity VIP Overseas Portfolio and
0.64% for Fidelity VIP II Asset Manager Portfolio.
(3) These funds have entered into agreements with brokers whereby brokers rebate
a portion of commissions. Had these amounts been treated as reductions of
expenses, the total operating expense ratios would have been 0.93% for the
Select Aggressive Growth Fund, 1.10% for the Select International Equity Fund,
0.91% for the Select Growth Fund, 0.50% for the Growth Fund, 0.98% for the
Select Value Opportunity Fund, and 0.74% for the Select Growth and Income Fund.
(4) Effective July 1, 1997, Delaware International Advisers Ltd., the investment
adviser for the International Equity Series, has agreed to limit total annual
expenses of the fund to 0.95%. This limitation replaces a prior limitation of
0.80% that expired on June 30, 1997. The new limitation will be in effect
through October 31, 1998. The fee ratios shown above have been adjusted to
assume that the new voluntarily limitation took effect on January 1, 1997. In
1997, the actual ratio of total annual expenses of the International Equity
Series was 0.85%, and the actual management fee ratio was 0.70%.
TAX TREATMENT
A Policy is generally subject to the same federal income tax treatment as a
conventional fixed benefit life insurance policy. Under current tax law, to the
extent there is no change in benefits, you will be taxed on Policy Value
withdrawn from the Policy only to the extent that the amount withdrawn exceeds
the total premiums paid. Withdrawals in excess of premiums paid will be treated
as ordinary income. During the first 15 Policy years, however, an "interest
first" rule applies to any distribution of cash that is required under Section
7702 of the Internal Revenue Code because of a reduction in benefits under the
Policy. Death Proceeds under the Policy are excludable from the gross income of
the Beneficiary, but in some circumstances the Death Proceeds or the Policy
Value may be subject to federal estate tax. See FEDERAL TAX CONSIDERATIONS --
"Taxation of the Policies."
A Policy offered by this Prospectus may be considered a "modified endowment
contract" if it fails a "seven-pay" test. The Policy fails to satisfy the
seven-pay test if the cumulative premiums paid under the Policy at any time
during the first seven Policy years or within seven years of a material change
in the Policy exceeds the sum of the net level premiums that would have been
paid, had the Policy provided for paid-up future benefits after the payment of
seven level premiums. If the Policy is considered a modified endowment contract,
all distributions (including Policy loans, partial withdrawals, surrenders or
assignments) will be taxed on an "income-first" basis. With certain exceptions,
an additional 10% penalty will be imposed on the portion of any distribution
that is includible in income. For more information, see FEDERAL TAX
CONSIDERATIONS -- "Modified Endowment Contracts."
16
<PAGE>
PERFORMANCE INFORMATION
The Policies were first offered to the public in 1991. The Company may advertise
"Total Return" and "Average Annual Total Return" performance information based
on the periods that the Sub-Accounts have been in existence (Tables IA and IB)
and based on the periods that the Underlying Funds have been in existence
(Tables IIA and IIB). The results for any period prior to the Policies being
offered will be calculated as if the Policies had been offered during that
period of time, with all charges assumed to be those applicable to the
Sub-Accounts, the Underlying Funds, and (Table I) under a "representative"
Policy that is surrendered at the end of the applicable period. FOR MORE
INFORMATION ON CHARGES UNDER THE POLICIES, SEE CHARGES AND DEDUCTIONS.
Performance information may be compared, in reports and promotional literature,
to: (1) the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), Dow
Jones Industrial Average (DJIA), Shearson Lehman Aggregate Bond Index or other
unmanaged indices so that investors may compare results with those of a group of
unmanaged securities widely regarded by investors as representative of the
securities markets in general; (2) other groups of variable life Separate
Accounts or other investment products tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds and other
investment products by overall performance, investment objectives, and assets,
or tracked by other services, companies, publications, or persons, such as
Morningstar, Inc., who rank such investment products on overall performance or
other criteria; or (3) the Consumer Price Index (a measure for inflation) to
assess the real rate of return from an investment. Unmanaged indices may assume
the reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.
At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Services, Inc. ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues and
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the Underlying
Portfolios.
The Company may provide information on various topics of interest to
Policyowners and prospective Policyowners in sales literature, periodic
publications or other materials. These topics may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments.
In each table below, "One-Year Total Return" refers to the total of the income
generated by a Sub-Account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1997. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.
17
<PAGE>
TABLE I(A)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE SUB-ACCOUNTS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY
The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the
Underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the
Policy is $250,000, that an annual premium payment of $3,000 (approximately one
Guideline Annual Premium) was made at the beginning of each Policy year, that
ALL premiums were allocated to EACH Sub-Account individually, and that there was
a full surrender of the Policy at the end of the applicable period.
<TABLE>
<CAPTION>
10 YEARS
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund -94.78% N/A 7.70%
Select Capital Appreciation Fund -98.77% N/A -8.30%
Select Value Opportunity Fund -89.23% N/A 6.38%
T. Rowe Price International Stock Portfolio -100.00% N/A -27.43%
Fidelity VIP Overseas Portfolio -100.00% N/A 3.68%
Select International Equity Fund -100.00% N/A -8.98%
DGPF International Equity Series -100.00% N/A -3.15%
Fidelity VIP Growth Portfolio -90.46% N/A 17.63%
Select Growth Fund -80.90% N/A 12.80%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund -88.96% N/A 18.22%
Equity Index Fund -82.39% N/A 20.66%
Fidelity VIP Equity-Income Portfolio -86.29% N/A 18.29%
Select Growth and Income Fund -91.34% N/A 10.87%
Fidelity VIP II Asset Manager Portfolio -93.02% N/A -5.85%
Fidelity VIP High Income Portfolio -95.71% N/A 9.73%
Investment Grade Income Fund -100.00% N/A 3.79%
Government Bond Fund -100.00% N/A -1.96%
Money Market Fund -100.00% N/A 0.67%
</TABLE>
The inception dates for the Sub-Accounts are: 11/19/87 for Growth, for Fidelity
VIP Overseas, and for Fidelity VIP High Income; 12/2/87 for Investment Grade
Income; 12/22/87 for Money Market; 10/25/90 for Equity Index; 11/6/91 for
Government Bond; 9/17/92, for Select Aggressive Growth, for Select Growth, and
for Select Growth and Income; 5/6/93 for Select Value Opportunity; 5/3/94 for
Select International Equity; 4/30/95 for the Select Capital Appreciation Fund;
11/16/87 for Fidelity VIP Equity-Income and for Fidelity VIP Growth; 5/11/94 for
Fidelity VIP II Asset Manager; 5/18/93 for DGPF International Equity; and
6/25/95 for the T. Rowe Price International Stock. The Select Emerging Markets
Fund and Select Strategic Growth Fund commenced operations in February 1998.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
18
<PAGE>
TABLE I(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE SUB-ACCOUNTS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES
The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Underlying Fund expenses, all Sub-Account charges, and premium tax and expense
charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE POLICY OR SURRENDER
CHARGES. It is assumed that an annual premium payment of $3,000 (approximately
one Guideline Annual Premium) was made at the beginning of each Policy year and
that ALL premiums were allocated to EACH Sub-Account individually.
<TABLE>
<CAPTION>
10 YEARS
OR LIFE
ONE-YEAR OF
TOTAL 5 SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 17.36% N/A 16.37%
Select Capital Appreciation Fund 12.98% N/A 21.46%
Select Value Opportunity Fund 23.44% N/A 17.42%
T. Rowe Price International Stock Portfolio 1.93% N/A 8.57%
Fidelity VIP Overseas Portfolio 10.29% N/A 7.00%
Select International Equity Fund 3.46% N/A 9.91%
DGPF International Equity Series 5.40% N/A 9.29%
Fidelity VIP Growth Portfolio 22.09% N/A 20.40%
Select Growth Fund 32.55% N/A 21.00%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 23.73% N/A 20.98%
Equity Index Fund 30.92% N/A 25.14%
Fidelity VIP Equity-Income Portfolio 26.66% N/A 21.04%
Select Growth and Income Fund 21.13% N/A 19.24%
Fidelity VIP II Asset Manager Portfolio 19.29% N/A 12.67%
Fidelity VIP High Income Portfolio 16.34% N/A 12.77%
Investment Grade Income Fund 8.21% N/A 7.10%
Government Bond Fund 5.90% N/A 5.67%
Money Market Fund 4.27% N/A 4.17%
</TABLE>
The inception dates for the Sub-Accounts are: 11/19/87 for Growth, for Fidelity
VIP Overseas, and for Fidelity VIP High Income; 12/2/87 for Investment Grade
Income; 12/22/87 for Money Market; 10/25/90 for Equity Index; 11/6/91 for
Government Bond; 9/17/92, for Select Aggressive Growth, for Select Growth, and
for Select Growth and Income; 5/6/93 for Select Value Opportunity; 5/3/94 for
Select International Equity; 4/30/95 for the Select Capital Appreciation Fund;
11/16/87 for Fidelity VIP Equity-Income and for Fidelity VIP Growth; 5/11/94 for
Fidelity VIP II Asset Manager; 5/18/93 for DGPF International Equity; and
6/25/95 for the T. Rowe Price International Stock. The Select Emerging Markets
Fund and Select Strategic Growth Fund commenced operations in February 1998.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
19
<PAGE>
TABLE II(A):
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY
The following performance information is based on the periods that the
Underlying Funds have been in existence. The data is net of expenses of the
Underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the
Policy is $250,000, that an annual premium payment of $3,000 (approximately one
Guideline Annual Premium) was made at the beginning of each Policy year, that
ALL premiums were allocated to EACH Sub-Account individually, and that there was
a full surrender of the Policy at the end of the applicable period.
<TABLE>
<CAPTION>
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund -94.26% 6.37% 10.38%
Select Capital Appreciation Fund -98.27% N/A -7.54%
Select Value Opportunity Fund -88.69% N/A 4.92%
T. Rowe Price International Stock Portfolio -100.00% N/A -11.37%
Fidelity VIP Overseas Portfolio -100.00% 3.35% 5.44%
Select International Equity Fund -100.00% N/A -8.33%
DGPF International Equity Series -100.00% 0.54% 0.66%
Fidelity VIP Growth Portfolio -89.93% 7.71% 13.48%
Select Growth Fund -80.32% 4.60% 6.86%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund -88.42% 5.90% 13.32%
Equity Index Fund -81.82% 9.40% 13.97%
Fidelity VIP Equity-Income Portfolio -85.73% 10.07% 13.12%
Select Growth and Income Fund -90.81% 6.11% 5.76%
Fidelity VIP II Asset Manager Portfolio -92.50% 2.09% 7.77%
Fidelity VIP High Income Portfolio -95.20% 3.17% 8.75%
Investment Grade Income Fund -100.00% -4.19% 5.00%
Government Bond Fund -100.00% -5.98% -1.11%
Money Market Fund -100.00% -7.46% 1.45%
</TABLE>
The inception dates for the Underlying Funds are: 4/29/85 for Growth, Investment
Grade Income and Money Market; 9/28/90 for Equity Index; 8/26/91 for Government
Bond; 8/21/92 for Select Aggressive Growth, Select Growth, and Select Growth and
Income; 4/30/93 for Select Value Opportunity; 5/02/94 for Select International
Equity; 4/28/95 for the Select Capital Appreciation Fund; 10/09/86 for Fidelity
VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP High Income;
1/28/87 for Fidelity VIP Overseas; 9/06/89 for Fidelity VIP II Asset Manager;
10/29/92 for DGPF International Equity; and 3/31/94 for the T. Rowe Price
International Stock. The Select Emerging Markets Fund and Select Strategic
Growth Fund commenced operations in February, 1998.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
20
<PAGE>
TABLE II(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1997
SINCE INCEPTION OF THE UNDERLYING FUNDS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES
The following performance information is based on the periods that the
Underlying Funds have been in existence. The performance information is net of
total Underlying Fund expenses, all Sub-Account charges, and premium tax and
expense charges. THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE POLICY OR
SURRENDER CHARGES. It is assumed that an annual premium payment of $3,000
(approximately one Guideline Annual Premium) was made at the beginning of each
Policy year and that ALL premiums were allocated to EACH Sub-Account
individually.
<TABLE>
<CAPTION>
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF FUND
UNDERLYING FUND RETURN YEARS (IF LESS)
<S> <C> <C> <C>
Select Emerging Markets Fund N/A N/A N/A
Select Aggressive Growth Fund 17.93% 15.88% 18.61%
Select Capital Appreciation Fund 13.53% N/A 22.00%
Select Value Opportunity Fund 24.03% N/A 16.06%
T. Rowe Price International Stock Portfolio 2.42% N/A 7.25%
Fidelity VIP Overseas Portfolio 10.83% 13.20% 8.67%
Select International Equity Fund 3.96% N/A 10.42%
DGPF International Equity Series 5.91% 10.74% 10.40%
Fidelity VIP Growth Portfolio 22.67% 17.08% 16.38%
Select Growth Fund 33.19% 14.31% 15.43%
Select Strategic Growth Fund N/A N/A N/A
Growth Fund 24.32% 15.46% 16.22%
Equity Index Fund 31.55% 18.60% 18.69%
Fidelity VIP Equity-Income Portfolio 27.27% 19.20% 16.03%
Select Growth and Income Fund 21.71% 15.65% 14.44%
Fidelity VIP II Asset Manager Portfolio 19.86% 12.09% 11.89%
Fidelity VIP High Income Portfolio 16.90% 13.04% 11.83%
Investment Grade Income Fund 8.73% 6.65% 8.25%
Government Bond Fund 6.41% 5.13% 6.10%
Money Market Fund 4.77% 3.88% 4.90%
</TABLE>
The inception dates for the Underlying Funds are: 4/29/85 for Growth, Investment
Grade Income and Money Market; 9/28/90 for Equity Index; 8/26/91 for Government
Bond; 8/21/92 for Select Aggressive Growth, Select Growth, and Select Growth and
Income; 4/30/93 for Select Value Opportunity; 5/02/94 for Select International
Equity; 4/28/95 for the Select Capital Appreciation Fund; 10/09/86 for Fidelity
VIP Equity-Income and Fidelity VIP Growth; 9/19/85 for Fidelity VIP High Income;
1/28/87 for Fidelity VIP Overseas; 9/06/89 for Fidelity VIP II Asset Manager;
10/29/92 for DGPF International Equity; and 3/31/94 for the T. Rowe Price
International Stock. The Select Emerging Markets Fund and Select Strategic
Growth Fund commenced operations in February, 1998.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
21
<PAGE>
DESCRIPTION OF THE COMPANY, THE VEL ACCOUNT,
AND THE UNDERLYING FUNDS
THE COMPANY
The Company is a life insurance company organized under the laws of Delaware in
July 1974. Its Principal Office is located at 440 Lincoln Street, Worcester,
Massachusetts 01653, Telephone 508-855-1000. As of December 31, 1997, the
Company had over $9.4 billion in combined assets. The Company is subject to the
laws of the state of Delaware governing insurance companies and to regulation by
the Commissioner of Insurance of Delaware. In addition, the Company is subject
to the insurance laws and regulations of other states and jurisdictions in which
it is licensed to operate.
Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is an indirect wholly owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC"). First Allmerica,
originally organized under the laws of Massachusetts in 1844 as a mutual life
insurance company and known as State Mutual Life Assurance Company of America,
converted to a stock life insurance company and adopted its present name on
October 16, 1995. First Allmerica is the fifth oldest life insurance company in
America.
The Company is a charter member of the Insurance Marketplace Standard
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.
THE VEL ACCOUNT
The VEL Account was authorized by vote of the Board of Directors of the Company
on April 2, 1987. The VEL Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940 ("1940 Act"). Such registration does not involve the supervision of its
management or investment practices or policies of the VEL Account or the Company
by the SEC.
The assets used to fund the variable portion of the Policies are set aside in
the VEL Account, and are kept separate and apart from the general assets of the
Company. Under Delaware law, assets equal to the reserves and other liabilities
of the VEL Account may not be charged with any liabilities arising out of any
other business of the Company. The VEL Account currently consists of 21
Sub-Accounts, of which 20 are available to the Policies. Each Sub-Account is
administered and accounted for as part of the general business of the Company,
but the income, capital gains or capital losses of each Sub-Account are
allocated to such Sub-Account, without regard to other income, capital gains or
capital losses of the Company or the other Sub-Accounts. Each Sub-Account
invests exclusively in a corresponding Underlying Fund of one of the following
investment companies:
- Allmerica Investment Trust
- Fidelity Variable Insurance Products Fund
- Fidelity Variable Insurance Products Fund II
- T. Rowe Price International Series, Inc.
- Delaware Group Premium Fund, Inc.
ALLMERICA INVESTMENT TRUST
Allmerica Investment Trust, (the "Trust") is an open-end, diversified management
investment company registered with the SEC under the 1940 Act. Such registration
does not involve supervision by the SEC of the investments or investment policy
of the Trust or its separate investment Funds.
22
<PAGE>
The Trust was established by First Allmerica as a Massachusetts business trust
on October 11, 1984, for the purpose of providing a vehicle for the investment
of assets of various Separate Accounts established by First Allmerica, the
Company, or other affiliated insurance companies. Thirteen investment portfolios
of the Trust ("Funds") are available under the Policies, each issuing a series
of shares. Each Fund operates as a separate investment vehicle, and the income
or losses of one Fund generally have no effect on the investment performance of
another Fund. Shares of the Trust are not offered to the general public but
solely to such Separate Accounts.
Allmerica Financial Investment Management Services, Inc. ("AFIMS") serves as
investment adviser of the Trust and has entered into sub-advisory agreements
with other investment managers ("Sub-Advisers") who manage the investments of
the Funds. See INVESTMENT ADVISORY SERVICES -- "Investment Advisory Services to
The Trust."
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Fidelity Variable Insurance Products Fund ("Fidelity VIP"), managed by Fidelity
Management & Research Company ("FMR"), is an open-end, diversified management
investment company organized as a Massachusetts business trust on November 13,
1981 and is registered with the SEC under the 1940 Act. Four of its investment
portfolios are available under the Policies: Fidelity VIP High Income Portfolio,
Fidelity VIP Equity-Income Portfolio, Fidelity VIP Growth Portfolio and Fidelity
VIP Overseas Portfolio.
Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR, a registered investment adviser under the 1940 Act, is one of
America's largest investment management organizations and has its principal
business address at 82 Devonshire Street, Boston MA 02109. It is composed of a
number of different companies which provide a variety of financial services and
products. FMR is the original Fidelity company, founded in 1946. It provides a
number of mutual funds and other clients with investment research and portfolio
management services. The Portfolios of Fidelity VIP, as part of their operating
expenses, pay an investment management fee to FMR. See INVESTMENT ADVISORY
SERVICES -- "Investment Advisory Services to Fidelity VIP and Fidelity VIP II."
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Fidelity Variable Insurance Products Fund II ("Fidelity VIP II"), managed by FMR
(see discussion under "Fidelity Variable Insurance Products Fund"), is an
open-end, diversified management investment company organized as a Massachusetts
business trust on March 21, 1988 and registered with the SEC under the 1940 Act.
One of its investment portfolios is available under the Policies: Fidelity VIP
II Asset Manager Portfolio.
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Series, Inc. ("T. Rowe Price"), managed by Rowe
Price-Fleming International, Inc. ("Price-Fleming") (see INVESTMENT ADVISORY
SERVICES -- "Investment Advisory Services to T. Rowe Price"), is an open-end,
diversified management investment company organized as a Maryland corporation in
1994 and registered with the SEC under the 1940 Act. One of its investment
portfolios is available under the Policies: T. Rowe Price International Stock
Portfolio.
DELAWARE GROUP PREMIUM FUND, INC.
Delaware Group Premium Fund, Inc. ("DGPF") is an open-end, diversified
management investment company registered with the SEC under the 1940 Act. Such
registration does not involve supervision by the SEC of the investments or
investment policy of DGPF or its separate investment series.
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 Policies, the
23
<PAGE>
International Equity Series. The investment adviser for the International Equity
Series is Delaware International Advisers Ltd. ("Delaware International"). See
INVESTMENT ADVISORY SERVICES -- "Investment Advisory Services to DGPF."
INVESTMENT OBJECTIVES AND POLICIES
A summary of investment objectives of each of the Underlying Funds is set forth
below. The Underlying Funds are listed by general investment risk
characteristics. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS AND OTHER RELEVANT
INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES MAY BE FOUND IN THEIR
RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ
CAREFULLY BEFORE INVESTING. The statements of additional information of the
Underlying Funds are available upon request. There can be no assurance that the
investment objectives of the Underlying Funds can be achieved.
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 in a manner consistent with the
preservation 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 will invest primarily in common
stock of industries and companies which are experiencing favorable demand for
their products and services, and which operate in a favorable competitive
environment and regulatory climate.
SELECT VALUE OPPORTUNITY FUND -- The Select Value Opportunity Fund of the Trust
seeks long-term growth of capital 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.
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 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.
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.
SELECT GROWTH FUND -- The Select Growth Fund of the Trust seeks to achieve
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 by investing primarily in common stocks of
established companies.
24
<PAGE>
GROWTH FUND -- The Growth 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 Growth Fund is to achieve long-term growth of capital. Realization of
current investment income, if any, is incidental to this objective.
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.
EQUITY INDEX FUND -- The Equity Index Fund of the Trust seeks to provide
investment results that correspond generally to the composite price and yield
performance of United States publicly traded common stocks. The Equity Index
Fund seeks to achieve its objective by attempting to replicate the composite
price and yield performance of the S&P 500.
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 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.
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
money market 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.
INVESTMENT GRADE INCOME FUND -- The 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
realized and unrealized capital gains) 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 debt instruments with the
objective of obtaining maximum current income consistent with the preservation
of capital and liquidity.
25
<PAGE>
Certain Underlying Funds have similar investment objectives and/or policies.
Therefore, to choose the Sub-Accounts which best will meet your needs and
objectives, carefully read the prospectuses of the Trust, Fidelity VIP, Fidelity
VIP II, T. Rowe Price and DGPF, along with this Prospectus. In some states,
insurance regulations may restrict the availability of particular Sub-Accounts.
If required in your state, in the event of a material change in the investment
policy of a Sub-Account or the Underlying Fund in which it invests, you will be
notified of the change. If you have Policy Value in that Sub-Account, the
Company will transfer it without charge on Written Request by you to another
Sub-Account or to the General Account. The Company must receive your Written
Request within 60 days of the later of (1) the effective date of such change in
the investment policy, or (2) the receipt of the notice of your right to
transfer. You may then change your premium and deduction allocation percentages.
INVESTMENT ADVISORY SERVICES
INVESTMENT ADVISORY SERVICES TO THE TRUST
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 ("1933 Act"), other fees
payable to the SEC, independent public accountant, legal and custodian fees,
association membership dues, taxes, interest, insurance premiums, brokerage
commission, fees and expenses of the Trustees who are not affiliated with AFIMS,
expenses for proxies, prospectuses, and reports to shareholders, and other
expenses. The Prospectus of the Trust contains additional information concerning
the Funds, including information concerning additional expenses paid by the
Funds, and should be read in conjunction with this Prospectus.
26
<PAGE>
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 as follows:
<TABLE>
<S> <C> <C>
Select Aggressive Growth Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Capital Appreciation Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Value Opportunity Fund First $100 million 1.00%
Next $150 million 0.85%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%
Select Emerging Markets Fund * 1.35%
Select International Equity Fund First $100 million 1.00%
Next $150 million 0.90%
Over $250 million 0.85%
Select Growth Fund * 0.85%
Select Strategic Growth Fund * 0.85%
Growth Fund First $250 million 0.60%
Next $250 million 0.40%
Over $500 million 0.35%
Equity Index Fund First $50 million 0.35%
Next $200 million 0.30%
Over $250 million 0.25%
Select Growth and Income Fund First $100 million 0.75%
Next $150 million 0.70%
Over $250 million 0.65%
Investment Grade Income Fund First $50 million 0.50%
Next $50 million 0.45%
Over $100 million 0.40%
Government Bond Fund * 0.50%
Money Market Fund First $50 million 0.35%
Next $200 million 0.25%
Over $250 million 0.20%
</TABLE>
* For the Select Emerging Markets Fund, the Select Growth Fund, the Select
Strategic Growth Fund and Government Bond Fund, the investment management fee
does not vary according to the level of assets in the Fund. Allmerica
Investment'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 Agreements, the Sub-Advisers are
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.
27
<PAGE>
The prospectus of the Trust contains additional information concerning the
Funds, including information about additional expenses paid by the Funds and
fees paid to the Sub-Advisers by AFIMS, and should be read in conjunction with
this Prospectus.
INVESTMENT ADVISORY SERVICES TO FIDELITY VIP AND FIDELITY VIP II FUNDS
For managing investments and business affairs, each Portfolio pays a monthly fee
to FMR. The prospectuses of Fidelity VIP and Fidelity VIP II contain additional
information concerning the Portfolios, including information concerning
additional expenses paid by the Portfolios, and should be read in conjunction
with this Prospectus.
FIDELITY VIP AND FIDELITY VIP II PORTFOLIOS
The Fidelity VIP High Income Portfolio pays a monthly fee to FMR at an annual
fee rate made up of the sum of two components:
1. A group fee rate based on the monthly average net assets of all the mutual
funds advised by FMR. On an annual basis this rate cannot rise above 0.37%,
and drops as total assets in all these mutual funds rise.
2. An individual fund fee rate of 0.45% of the Fidelity VIP High Income
Portfolio's average net assets throughout the month.
One-twelfth of the annual management fee rate is applied to net assets averaged
over the most recent month, resulting in a dollar amount which is the management
fee for that month.
Each of the Fidelity VIP Equity-Income, Fidelity VIP Growth, Fidelity VIP II
Asset Manager and Fidelity VIP Overseas Portfolios' fee rates is made of two
components:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by FMR. On an annual basis, this rate cannot rise above
0.52%, and drops as total assets in all these mutual funds rise.
2. An individual Portfolio fee rate of 0.20% for the Fidelity VIP Equity-Income
Portfolio, 0.30% for the Fidelity VIP Growth Portfolio, 0.25% for the
Fidelity VIP II Asset Manager Portfolio and 0.45% for the Fidelity VIP
Overseas Portfolio.
One-twelfth of the sum of these two rates is applied to the respective
Portfolio's net assets averaged over the most recent month, giving a dollar
amount which is the fee for that month.
Thus, the Fidelity VIP High Income Portfolio may have a fee of as high as 0.82%
of its average net assets. The Fidelity VIP Equity-Income Portfolio may have a
fee as high as 0.72% of its average net assets. The Fidelity VIP Growth
Portfolio may have a fee as high as 0.82% of its average net assets. The
Fidelity VIP II Asset Manager Portfolio may have a fee as high as 0.77% of its
average net assets. The Fidelity VIP Overseas Portfolio may have a fee as high
as 0.97% of its average net assets. The actual fee rate may be less depending on
the total assets in the funds advised by FMR.
INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE
The Investment Adviser for the T. Rowe Price International Stock Portfolio is
Rowe Price-Fleming International, Inc. ("Price-Fleming"). Price-Fleming, founded
in 1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert
Fleming Holdings, Limited, is one of America's largest international mutual fund
asset managers with approximately $30 billion under management in its offices in
Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires. To cover
investment management and operating expenses, the International Stock Portfolio
pays Price-Fleming a single, all-inclusive fee of 1.05% of its average daily net
assets. T. Rowe Price Associates, Inc., an affiliate of Price-Fleming, serves as
sub-adviser to the Select Capital Appreciation Fund of the Trust.
28
<PAGE>
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 is equal to 0.75% of the average daily net
assets of the Series.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying 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 VEL 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 Policy interest in a Sub-Account without notice to
the Policyowner and prior approval of the SEC and state insurance authorities,
to the extent required by the 1940 Act or other applicable law. The VEL Account
may, to the extent permitted by law, purchase other securities for other
policies or permit a conversion between policies upon request by a Policyowner.
The Company also reserves the right to establish additional Sub-Accounts of the
VEL 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 made available to existing
Policyowners on a basis to be determined by the Company.
Shares of the Funds of the Trust are also issued to Separate Accounts of the
Company and its affiliates which issue variable annuity contracts ("mixed
funding"). Shares of the Portfolios of Fidelity VIP and Fidelity VIP II, the
Portfolio of T. Rowe Price and the Series of DGPF are also issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life policyowners or variable annuity owners. Although the Company and
the Underlying Funds do not currently foresee any such disadvantages to either
variable life insurance policyowners or variable annuity owners, the Company and
the respective Trustees intend to monitor events in order to identify any
material conflicts between such Policyowners and to determine what action, if
any, should be taken in response thereto. If the Trustees were to conclude that
separate funds should be established for variable life and variable annuity
separate accounts, the Company will bear the attendant expenses.
If any of these substitutions or changes is made, the Company may by appropriate
endorsement change the Policy to reflect the substitution or change and will
notify Policyowners of all such changes. If the Company deems it to be in the
best interest of Policyowners, and subject to any approvals that may be required
under applicable law, the VEL Account or any Sub-Account(s) may be operated as a
management company under the 1940 Act, may be deregistered under the 1940 Act if
registration is no longer required, or may be combined with other Sub-Accounts
or other Separate Accounts of the Company.
VOTING RIGHTS
To the extent required by law, the Company will vote Underlying Fund shares held
by each Sub-Account in accordance with instructions received from Policyowners
with Policy Value in such Sub-Account. If the 1940 Act or any rules thereunder
should be amended or if the present interpretation of the 1940 Act or such rules
should change, and as a result the Company determines that it is permitted to
vote shares in its own right, whether or not such shares are attributable to the
Policies, the Company reserves the right to do so.
29
<PAGE>
Each person having a voting interest will be provided with proxy materials of
the respective Underlying Fund 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 such Sub-Account
furnishing instructions to the Company. The Company will also vote shares held
in the VEL Account that it owns and which are not attributable to Policies in
the same proportion.
The number of votes which a Policyowner has the right to instruct will be
determined by the Company as of the record date established for the Underlying
Fund. This number is determined by dividing each Policyowner's Policy 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.
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 in favor of any change
in the investment policies or in any investment adviser or principal underwriter
initiated by Policyowners or the Trustees. The Company's disapproval of any such
change must be reasonable and, in the case of a change in investment policies or
investment adviser, based on a good faith determination that such change would
be contrary to state law or otherwise is inappropriate in light of the
objectives and purposes of the Underlying Funds. In the event the Company does
disregard voting instructions, a summary of and the reasons for that action will
be included in the next periodic report to Policyowners.
THE POLICY
APPLYING FOR A POLICY
Upon receipt at its Principal Office of a completed application from a
prospective Policyowner, the Company will follow certain insurance underwriting
procedures designed to determine whether the proposed Insured is insurable. This
process may involve such verification procedures as medical examinations, and
may require that further information be provided by the proposed Policyowner
before a determination of insurability can be made. A Policy cannot be issued
until this underwriting procedure has been completed. The Company reserves the
right to reject an application which does not meet the Company's underwriting
guidelines, but in underwriting insurance, the Company shall comply with all
applicable federal and state prohibitions concerning unfair discrimination.
When applying for a Policy, the proposed Insured will complete an application,
which lists the proposed amount of insurance and indicates how much of that
insurance is considered eligible for simplified underwriting. If the eligibility
questions on the application are answered "Yes" and the application is returned
within 30 days of the eligibility date, the Company will provide immediate
coverage equal to the simplified underwriting amount. If the proposed Insured is
in a standard premium class, any insurance in excess of the simplified
underwriting amount will begin on the date the application and medical
examinations, if any, are completed. If the proposed Insured cannot answer the
eligibility questions "Yes" and if the proposed Insured is not a standard risk,
insurance coverage will begin only after the Company (1) approves the enrollment
form, (2) the Certificate is delivered and accepted, and (3) the first premium
is paid.
PREMIUMS HELD IN THE GENERAL ACCOUNT PENDING UNDERWRITING APPROVAL
Pending completion of insurance underwriting and Policy issuance procedures, the
initial premium will be held in the Company's General Account. If the
application is approved and the Policy is issued and accepted, the initial
premium held in the General Account will be credited with interest not later
than the date of receipt of the premium at the Company's Principal Office. IF A
POLICY IS NOT ISSUED, THE PREMIUMS WILL BE RETURNED TO YOU WITHOUT INTEREST.
30
<PAGE>
If your Policy provides for a full refund of the initial payment under its
"Right to Examine Policy" provision as required in your state, all Policy Value
in the General Account that you initially designated to go to the Sub-Accounts
will be transferred to the Sub-Accounts you have chosen not later than the
expiration of the period during which you may exercise the "Right to Examine
Policy" provision. If the "Payor Provision" is in effect (see POLICY TERMINATION
AND REINSTATEMENT -- "Payor Provisions"), Payor premiums which are not "excess
premiums" will be transferred to the Money Market Fund of the Trust not later
than three days after underwriting approval of the Policy.
If the Policy is issued to the trustee of an employee benefit plan, the amounts
held in the Company's General Account will be allocated to the Sub-Accounts
according to the Policyowner's instructions, upon return of a Delivery Receipt
to the Principal Office. For all other Policyowners, if the initial Net Premiums
are less than $10,000, the amounts held in the Company's General Account will be
allocated to the Sub-Accounts (according to your instructions) not later than
three days after underwriting approval of the Policy. If the amount allocated to
the VEL Account exceeds $10,000 annually, or if the Policy provides for planned
premium payments during the first year of $5,000 semi-annually, $2,500 quarterly
or $1,000 monthly, the entire amount will remain in the General Account until
return of a Delivery Receipt to the Principal Office. The entire amount will
then be allocated to the Sub-Accounts according to your instructions. Amounts
remaining in the General Account will continue to be credited interest from date
of receipt of the premium at the Principal Office.
FREE-LOOK PERIOD
The Policy provides for an initial "free-look" period. You may cancel the Policy
by mailing or delivering the Policy to the Principal Office or an agent of the
Company on or before the latest of:
- 45 days after the application for the Policy is signed, or
- 10 days after you receive the Policy (or, if required by state law, the
longer period indicated in your Policy), or
- 10 days after the Company mails or personally delivers a notice of
withdrawal rights to you.
When you return the Policy, the Company will mail within seven days a refund
equal to the sum of:
(1) the difference between the premiums, including fees and charges paid, and
any amounts allocated to the VEL Account, plus
(2) the value of the amounts allocated to the VEL Account, plus
(3) any fees or charges imposed on the amounts allocated to the VEL Account.
The amount refunded in (1) above includes any premiums allocated to the General
Account. Where required by state law, the refund will equal the premiums paid.
The refund of any premium paid by check, however, may be delayed until the check
has cleared your bank.
Free Look with Face Amount Increases -- After an increase in the Face Amount,
the Company will mail or personally deliver a notice of a "free look" with
respect to the increase. You will have the right to cancel the increase before
the latest of:
- 45 days after the application for the increase is signed, or
- 10 days after you receive the new specification pages issued for the
increase, or
- 10 days after the Company mails or delivers a notice of withdrawal rights
to you.
31
<PAGE>
Upon canceling the increase, you will receive a credit to your Policy Value of
charges which would not have been deducted but for the increase. The amount to
be credited will be refunded if you so request. The Company also will waive any
Policy surrender charge calculated for the increase.
CONVERSION PRIVILEGES
Once during the first 24 months after the Date of Issue or after the effective
date of an increase in Face Amount (assuming the Policy is in force), you may
convert your Policy without evidence of insurability to a flexible premium
adjustable life insurance Policy with fixed and guaranteed minimum benefits.
Assuming that there have been no increases in the initial Face Amount, you can
accomplish this within 24 months after the Date of Issue by transferring,
without charge, the Policy Value in the VEL Account to the General Account and
by simultaneously changing your premium allocation instructions to allocate
future premium payments to the General Account. Within 24 months after the
effective date of each increase, you can transfer, without charge, all or part
of the Policy Value in the VEL Account to the General Account and simultaneously
change your premium allocation instructions to allocate all or part of future
premium payments to the General Account.
Where required by state law, and at your request, the Company will issue a
flexible premium adjustable life insurance policy to you. The new policy will
have the same Face Amount, issue Age, Date of Issue, and risk classifications as
the original Policy.
PREMIUM PAYMENTS
Premium Payments are payable to the Company, and may be mailed to the Principal
Office or paid through an authorized agent of the Company. All premium payments
after the initial premium payment are credited to the VEL Account or General
Account as of date of receipt at the Principal Office.
PREMIUM FLEXIBILITY
You may establish a schedule of planned premiums which will be billed by the
Company at regular intervals. Failure to pay planned premiums, however, will not
itself cause the Policy to lapse. You may also make unscheduled premium payments
at any time prior to the Final Premium Payment Date or skip planned premium
payments, subject to the maximum and minimum premium limitations described
below. Therefore, unlike conventional insurance policies, a Policy does not
obligate you to pay premiums in accordance with a rigid and inflexible premium
schedule.
You may also elect to pay premiums by means of a monthly automatic payment
("MAP") procedure. Under a MAP procedure, amounts will be deducted each month,
generally on the Monthly Payment Date, from your checking account and applied as
a premium under a Policy. The minimum payment permitted under MAP is $50.
Premiums are not limited as to frequency and number. No premium payment may be
less than $100, however, without the Company's consent. Moreover, premium
payments must be sufficient to cover the next Monthly Deduction plus loan
interest accrued, or the Policy may lapse. See POLICY TERMINATION AND
REINSTATEMENT.
In no event may the total of all premiums paid exceed the current maximum
premium limitations set forth in the Policy, which are required by federal tax
laws. These maximum premium limitations will change whenever there is any change
in the Face Amount, the addition or deletion of a rider, or a change in the Sum
Insured Option. If a premium is paid which would result in total premiums
exceeding the current maximum premium limitations, the Company will accept only
that portion of the premiums which will make total premiums equal the maximum.
Any part of the premiums in excess of that amount will be returned and no
further premiums will be accepted until allowed by the current maximum premium
limitation prescribed by Internal Revenue Service ("IRS") rules. Notwithstanding
the current maximum premium limitations, however, the Company
32
<PAGE>
will accept a premium which is needed in order to prevent a lapse of the Policy
during a Policy year. See POLICY TERMINATION AND REINSTATEMENT.
PAID-UP INSURANCE OPTION
Upon Written Request, a Policyowner may exercise a paid-up insurance option.
Paid-up life insurance is fixed insurance, usually having a reduced face amount,
for the lifetime of the insured with no further premiums due. If the Policyowner
elects this option, certain Policyowner rights and benefits may be limited.
The paid-up fixed insurance will be in the amount, up to the Face Amount of the
Policy, that the surrender value of the Policy can purchase for a net single
premium at the Insured's Age and underwriting class on the date this option is
elected. The Company will transfer any Policy Value in the Variable Account to
the General Account on the date it receives the Written Request to elect the
option. If the surrender value exceeds the net single premium necessary for the
fixed insurance, the Company will pay the excess to the Policyowner. The net
single premium is based on the Commissioners 1980 Standard Ordinary Mortality
Table, Smoker or Non-Smoker, Male, Female (or Table B for unisex Policies) with
increases in the tables for non-standard risks. Interest will not be less than
4.5%.
IF THE PAID-UP INSURANCE OPTION IS ELECTED, THE FOLLOWING
POLICYOWNER RIGHTS AND BENEFITS WILL BE AFFECTED:
- As described above, the paid-up insurance benefit is computed differently
from the net death benefit, and the Sum Insured options will not apply.
- The Company will transfer the Policy Value in the Variable Account to the
General Account on the date it receives the Written Request to elect the
option. The Company will not allow transfers of Policy Value from the
General Account back to the Variable Account.
- The Policyowner may not make further payments.
- The Policyowner may not increase or decrease the Face Amount or make
partial withdrawals.
- Riders will continue only with the Company's consent.
After electing paid-up fixed insurance, the Policyowner may surrender the Policy
for its net cash value. The cash value is equal to the net single premium for
paid-up insurance at the Insured's attained age. The net cash value is the cash
value less any outstanding loans.
ALLOCATION OF NET PREMIUMS
The Net Premium equals the premium paid less the premium tax charge. In the
application for a Policy, you indicate the initial allocation of Net Premiums
among the General Account and the Sub-Accounts of the VEL Account. You may
allocate premiums to one or more Sub-Accounts, but may not have Policy Value in
more than seven Sub-Accounts at any one time. The minimum amount which may be
allocated to a Sub-Account is 1% of Net Premium paid. Allocation percentages
must be in whole numbers (for example, 33 1/3% may not be chosen), and must
total 100%.
FUTURE CHANGES ALLOWED
You may change the allocation of future Net Premiums at any time pursuant to
Written Request or telephone request. If allocation changes by telephone are
elected by the Policyowner, a properly completed authorization form must be on
file before telephone requests will be honored. The policy of the Company and
its agents and affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests
33
<PAGE>
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine; otherwise,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures the Company follows for transactions initiated by
telephone include requirements that callers on behalf of a Policyowner identify
themselves by name and identify the Policyowner by name, date of birth and
social security number. All transfer instructions by telephone are tape
recorded. An allocation change will be effective as of the date of receipt of
the notice at the Principal Office. No charge is currently imposed for changing
premium allocation instructions. The Company reserves the right to impose such a
charge in the future, but guarantees that the charge will not exceed $25.
INVESTMENT RISK
The Policy Value in the Sub-Accounts will vary with their investment experience;
you bear this investment risk. The investment performance may affect the Death
Proceeds as well. Policyowners should periodically review their allocations of
premiums and Policy Value in light of market conditions and overall financial
planning requirements.
TRANSFER PRIVILEGE
Subject to the Company's then current rules, you may at any time transfer the
Policy Value among the Sub-Accounts or between a Sub-Account and the General
Account. However, the Policy Value held in the General Account to secure a
Policy loan may not be transferred.
All requests for transfers must be made to the Principal Office. The amount
transferred will be based on the Policy Value in the Account(s) next computed
after receipt of the transfer order. The Company will make transfers pursuant to
written or telephone requests. As discussed in THE POLICY -- "Allocation of Net
Premiums," a properly completed authorization form must be on file at the
Principal Office before telephone requests will by honored.
Currently, transfers involving the General Account are permitted only if:
- there has been at least a 90-day period since the last transfer from the
General Account, and
- the amount transferred from the General Account in each transfer does not
exceed the lesser of $100,000 or 25% of the Accumulated Value under the
Policy.
These rules are subject to change by the Company.
DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION
You may have automatic transfers of at least $100 a month made on a periodic
basis:
- from the Sub-Accounts which invest in the Money Market Fund and Government
Bond Fund of the Trust, respectively, to one or more of the other
Sub-Accounts ("Dollar-Cost Averaging Option"), or
- to reallocate Policy Value among the Sub-Accounts ("Automatic Rebalancing
Option").
Automatic transfers may be made on a monthly, bi-monthly, quarterly, semi-annual
or annual schedule. Generally, all transfers will be processed on the 15th of
each scheduled month. If the 15th is not a business day, however, or is the
Monthly Payment Date, the automatic transfer will be processed on the next
business day. The Dollar-Cost Averaging Option and the Automatic Rebalancing
Option may not be in effect at the same time.
34
<PAGE>
TRANSFER PRIVILEGE SUBJECT TO POSSIBLE LIMITS
The transfer privilege is subject to the Company's consent. The Company reserves
the right to impose limitations on transfers including, but not limited to:
- the minimum amount that may be transferred,
- the minimum amount that may remain in a Sub-Account following a transfer
from that Sub-Account,
- the minimum period of time between transfers involving the General
Account, and
- the maximum amount that may be transferred each time from the General
Account.
Currently, the first 12 transfers in a Policy year will be free of any charge.
Thereafter, a $10 transfer charge will be deducted from the amount transferred
for each transfer in that Policy year. The Company may increase or decrease this
charge, but it is guaranteed never to exceed $25. The first automatic transfer
counts as one transfer towards the 12 free transfers allowed in each Policy
year; each subsequent automatic transfer is without charge and does not reduce
the remaining number of transfers which may be made free of charge. Any
transfers made with respect to a conversion privilege, Policy loan or material
change in investment policy will not count towards the 12 free transfers.
DEATH PROCEEDS
As long as the Policy remains in force (see POLICY TERMINATION AND
REINSTATEMENT), the Company will, upon due proof of the Insured's death, pay the
Death Proceeds of the Policy to the named Beneficiary. The Company normally will
pay the Death Proceeds within seven days of receiving due proof of the Insured's
death, but the Company may delay payments under certain circumstances. See OTHER
POLICY PROVISIONS -- "Postponement Of Payments." The Death Proceeds may be
received by the Beneficiary in a lump sum or under one or more of the payment
options the Company offers. See APPENDIX B -- PAYMENT OPTIONS. The Death
Proceeds payable depends on the current Face Amount and the Sum Insured Option
that is in effect on the date of death. Prior to the Final Premium Payment Date,
the Death Proceeds are: (1) The Sum Insured provided under Option 1, Option 2,
or Option 3, whichever is in effect on the date of death; plus (2) any
additional insurance on the Insured's life that is provided by rider; minus (3)
any outstanding Debt, any partial withdrawals and partial withdrawal charges,
and any Monthly Deductions due and unpaid through the Policy month in which the
Insured dies. After the Final Premium Payment Date, the Death Proceeds equal the
Surrender Value of the Policy. The amount of Death Proceeds payable will be
determined as of the date of the Company's receipt of due proof of the Insured's
death.
GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST
Federal tax law requires a minimum death benefit in relation to cash value for a
Policy to qualify as life insurance. Under current federal tax law, either the
Guideline Premium Test or the Cash Value Accumulation Test can be used to
determine if a Policy complies with the definition of "life insurance" in
Section 7702 of the Code. At the time of application, the employer may elect
either of the tests. THE CASH VALUE ACCUMULATION TEST MAY NOT BE AVAILABLE IN
ALL STATES.
There are two main differences between the Guideline Premium Test and the Cash
Value Accumulation Test. First, the Guideline Premium Test limits the amount of
premium that may be paid into a Policy, while no such limits apply under the
Cash Value Accumulation Test. Second, the factors that determine the minimum Sum
Insured relative to the Policy Value are different. Required increases in the
minimum Sum Insured due to growth in Policy Value will generally be greater
under the Cash Value Accumulation Test than under the Guideline Premium Test.
35
<PAGE>
The Guideline Premium Test limits the amount of premiums payable under a Policy
to a certain amount for an insured of a particular age and sex. Under the
Guideline Premium Test, the Policyowner may choose between Sum Insured Option 1
and Option 2, as described below. After issuance of the Policy, the Policyowner
may change the selection from Option 1 to Option 2 or vice versa. The Cash Value
Accumulation Test requires that the Sum Insured must be sufficient so that the
cash Surrender Value, as defined in Section 7702, does not at any time exceed
the net single premium required to fund the future benefits under the Policy. If
the Cash Value Accumulation Test is chosen by the employer, ONLY Sum Insured
Option 3 will apply. Sum Insured Option 1 and Option 2 are NOT available under
the Cash Value Accumulation Test.
ELECTION OF SUM INSURED OPTIONS
If the Guideline Premium Test is chosen by the employer, the Policyowner may
choose between Sum Insured Option 1 or Option 2. The Policyowner may designate
the desired Sum Insured Option in the enrollment form, and may change the option
once per Policy year by Written Request. There is no charge for a change in
option.
Option 3 is available only under the Cash Value Accumulation Test, described
above.
OPTION 1 -- LEVEL SUM INSURED
Under Option 1, the Sum Insured is equal to the greater of Face Amount or the
Minimum Sum Insured, as set forth in the table below. Under Option 1, the Sum
Insured will remain level unless the Minimum Sum Insured is greater than the
Face Amount, in which case the Sum Insured will vary as the Policy Value varies.
Option 1 will offer the best opportunity for the Policy Value under a Policy to
increase without increasing the Death Proceeds as quickly as it might under the
other options. The Sum Insured will never go below the Face Amount.
OPTION 2 -- ADJUSTABLE SUM INSURED
Under Option 2, the Sum Insured is equal to the greater of the Face Amount plus
the Policy Value or the Minimum Sum Insured, as set forth in the table below.
The Sum Insured will, therefore, vary as the Policy Value changes, but will
never be less than the Face Amount. Option 2 will offer the best opportunity for
the Policyowner who would like to have an increasing Sum Insured as early as
possible. The Sum Insured will increase whenever there is an increase in the
Policy Value and will decrease whenever there is a decrease in the Policy Value,
but will never go below the Face Amount.
OPTION 3 -- LEVEL SUM INSURED WITH CASH VALUE ACCUMULATION TEST
Under Option 3, the Sum Insured will equal the Face Amount, unless the Policy
Value, multiplied by the applicable Option 3 Sum Insured Factor, gives a higher
Sum Insured. A complete list of Option 3 Sum Insured Factors is set forth in the
Policy. The applicable Sum Insured Factor depends upon the sex, risk
classification, and then-attained age of the insured. The Sum Insured Factor
decreases slightly from year to year as the attained age of the insured
increases. Option 3 will offer the best opportunity for the Policyowner who is
looking for an increasing Sum Insured in later Policy years and/or would like to
fund the Policy at the "seven-pay" limit for the full seven years. When the
Policy Value multiplied by the applicable Sum Insured Factor exceeds the Face
Amount, the Sum Insured will increase whenever there is an increase in the
Policy Value and will decrease whenever there is a decrease in the Policy Value,
but will never go below the Face Amount. OPTION 3 MAY NOT BE AVAILABLE IN ALL
STATES.
MINIMUM SUM INSURED UNDER OPTION 1 AND OPTION 2
The Minimum Sum Insured under Option 1 or Option 2 is equal to a percentage of
the Policy Value as set forth below. The Minimum Sum Insured is determined in
accordance with the Code regulations to ensure that the Policy qualifies as a
life insurance contract and that the insurance proceeds may be excluded from the
gross income of the Beneficiary.
36
<PAGE>
MINIMUM SUM INSURED TABLE
(OPTION 1 AND OPTION 2)
<TABLE>
<CAPTION>
Age of Insured Percentage of
on Date of Death Policy Value
- ------------------------------------------------------------- -----------------
<S> <C>
40 and under............................................. 250%
45....................................................... 215%
50....................................................... 185%
55....................................................... 150%
60....................................................... 130%
65....................................................... 120%
70....................................................... 115%
75....................................................... 105%
80....................................................... 105%
85....................................................... 105%
90....................................................... 105%
95 and above............................................. 100%
</TABLE>
For the Ages not listed, the progression between the listed Ages is linear.
For any Face Amount, the amount of the Sum Insured, and thus the Death Proceeds,
will be greater under Option 2 than under Option 1, since the Policy Value is
added to the specified Face Amount and included in the Death Proceeds only under
Option 2. However, the cost of insurance included in the Monthly Deduction will
be greater, and thus the rate at which Policy Value will accumulate will be
slower, under Option 2 than under Option 1. See "CHARGES AND DEDUCTIONS --
Monthly Deduction from Policy Value."
If you desire to have premium payments and investment performance reflected in
the amount of the Sum Insured, you should choose Option 2. If you desire premium
payments and investment performance reflected to the maximum extent in the
Policy Value, you should select Option 1.
ILLUSTRATIONS
For the purposes of the following illustrations, assume that the Insured is
under the Age of 40 and that there is no outstanding Debt.
ILLUSTRATION OF OPTION 1 -- Under Option 1, the Face Amount of the Policy
generally will equal the Sum Insured. If at any time, however, the Policy Value
multiplied by the applicable percentage is less than the Face Amount, the Sum
Insured will equal the Face Amount of the Policy.
For example, a Policy with a $50,000 Face Amount will generally have a Sum
Insured equal to $50,000. Because the Sum Insured must be equal to or greater
than 250% of Policy Value, however, if at any time the Policy Value exceeds
$20,000, the Sum Insured will exceed the $50,000 Face Amount. In this example,
each additional dollar of Policy Value above $20,000 will increase the Sum
Insured by $2.50. For example, a Policy with a Policy Value of $35,000 will have
a Guideline Minimum Sum Insured of $87,500 ($35,000 X 2.50); Policy Value of
$40,000 will produce a Guideline Minimum Sum Insured of $100,000 ($40,000 X
2.50); and Policy Value of $50,000 will produce a Guideline Minimum Sum Insured
of $125,000 ($50,000 X 2.50).
Similarly, so long as Policy Value exceeds $20,000, each dollar taken out of
Policy Value will reduce the Sum Insured by $2.50. If, for example, the Policy
Value is reduced from $25,000 to $20,000 (because of partial withdrawals,
charges or negative investment performance), the Sum Insured will be reduced
from $62,500 to $50,000.
37
<PAGE>
The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were, for example, 50 (rather than between 0
and 40), the applicable percentage would be 185%. The Sum Insured would not
exceed the $50,000 Face Amount unless the Policy Value exceeded $27,027 (rather
than $20,000), and each dollar then added to or taken from Policy Value would
change the Sum Insured by $1.85.
ILLUSTRATION OF OPTION 2 -- Under Option 2, the Sum Insured is generally equal
to the Face Amount of the Policy plus the Policy Value. The Sum Insured under
Option 2, however, always will be the greater of:
- the Face Amount plus Policy Value; or
- the Policy Value multiplied by the applicable percentage from the
Guideline Minimum Sum Insured Table.
For example, a Policy with a Face Amount of $50,000 and with Policy Value of
$5,000 will produce a Sum Insured of $55,000 ($50,000 + $5,000). Policy Value of
$10,000 will produce a Sum Insured of $60,000 ($50,000 + $10,000); Policy Value
of $25,000 will produce a Sum Insured of $75,000 ($50,000 + $25,000).
According to the Guideline Minimum Sum Insured Table, however, the Sum Insured
for the example must be at least 250% of the Policy Value. Therefore, if the
Policy Value is greater than $33,333, 250% of that amount will be the required
Sum Insured, which will be greater than the Face Amount plus Policy Value. In
this example, each additional dollar of Policy Value above $33,333 will increase
the Sum Insured by $2.50. For example, if the Policy Value is $35,000, the
Guideline Minimum Sum Insured will be $87,500 ($35,000 X 2.50); Policy Value of
$40,000 will produce a Guideline Minimum Sum Insured of $100,000 ($40,000 X
2.50); and Policy Value of $50,000 will produce a Guideline Minimum Sum Insured
of $125,000 ($50,000 X 2.50).
Similarly, if the Policy Value exceeds $33,333, each dollar taken out of the
Policy Value will reduce the Sum Insured by $2.50. If, for example, the Policy
Value is reduced from $45,000 to $40,000 because of partial withdrawals, charges
or negative investment performance, the Sum Insured will be reduced from
$112,500 to $100,000. If at any time, however, Policy Value multiplied by the
applicable percentage is less than the Face Amount plus Policy Value, then the
Sum Insured will be the current Face Amount plus the Policy Value.
The applicable percentage becomes lower as the Insured's Age increases. If the
Insured's Age in the above example were 50, the Sum Insured must be at least
1.85 times the Policy Value. The amount of the Sum Insured would be the sum of
the Policy Value plus $50,000 unless the Policy Value exceeded $58,824 (rather
than $33,000). Each dollar added to or subtracted from the Policy would change
the Sum Insured by $1.85.
CHANGE IN SUM INSURED OPTION
Generally, if Sum Insured Option 1 or Option 2 is in effect, the Sum Insured
Option in effect may be changed once each Policy year by sending a Written
Request for change to the Principal Office. Changing Sum Insured Options will
not require Evidence of Insurability. The effective date of any such change will
be the Monthly Payment Date on or following the date of receipt of the request.
No charges will be imposed on changes in Sum Insured Options. IF OPTION 3 IS IN
EFFECT, YOU MAY NOT CHANGE TO EITHER OPTION 1 OR OPTION 2.
CHANGE FROM OPTION 1 TO OPTION 2
If the Sum Insured Option is changed from Option 1 to Option 2, the Face Amount
will be decreased to equal the Sum Insured less the Policy Value on the
effective date of the change. This change may not be made if it would result in
a Face Amount less than $40,000. A change from Option 1 to Option 2 will not
alter the amount of the Sum Insured at the time of the change, but will affect
the determination of the Sum Insured from that point on. Because the Policy
Value will be added to the new specified Face Amount, the Sum Insured will vary
with the Policy Value. Thus, under Option 2, the Insurance Amount at Risk will
always equal
38
<PAGE>
the Face Amount unless the Guideline Minimum Sum Insured is in effect. The cost
of insurance may also be higher or lower than it otherwise would have been
without the change in Sum Insured Option. See CHARGES AND DEDUCTIONS -- "Monthly
Deduction from Policy Value."
CHANGE FROM OPTION 2 TO OPTION 1
If the Sum Insured Option is changed from Option 2 to Option 1, the Face Amount
will be increased to equal the Sum Insured which would have been payable under
Option 2 on the effective date of the change (i.e., the Face Amount immediately
prior to the change plus the Policy Value on the date of the change). The amount
of the Sum Insured will not be altered at the time of the change. The change in
option will affect the determination of the Sum Insured from that point on,
however, since the Policy Value will no longer be added to the Face Amount in
determining the Sum Insured; the Sum Insured will equal the new Face Amount (or,
if higher, the Guideline Minimum Sum Insured). The cost of insurance may be
higher or lower than it otherwise would have been since any increases or
decreases in Policy Value will, respectively, reduce or increase the Insurance
Amount at Risk under Option 1. Assuming a positive net investment return with
respect to any amounts in the VEL Account, changing the Sum Insured Option from
Option 2 to Option 1 will reduce the Insurance Amount at Risk and, therefore,
the cost of insurance charge for all subsequent Monthly Deductions, compared to
what such charge would have been if no such change were made.
A change in Sum Insured Option may result in total premiums paid exceeding the
then current maximum premium limitation determined by IRS rules. In such event,
the Company will pay the excess to the Policyowner. See THE POLICY -- "Premium
Payments."
CHANGE IN FACE AMOUNT
Subject to certain limitations, you may increase or decrease the specified Face
Amount of a Policy at any time by submitting a Written Request to the Company.
Any increase or decrease in the specified Face Amount requested by you will
become effective on the Monthly Payment Date on or next following the date of
receipt of the request at the Principal Office or, if Evidence of Insurability
is required, the date of approval of the request.
INCREASES IN THE FACE AMOUNT
Along with the Written Request for an increase, you must submit satisfactory
Evidence of Insurability. The consent of the Insured is also required whenever
the Face Amount is increased. A request for an increase in Face Amount may not
be less than $10,000. You may not increase the Face Amount after the Insured
reaches Age 80. An increase must be accompanied by an additional premium if the
Policy Value is less than $50 plus an amount equal to the sum of two Monthly
Deductions. On the effective date of each increase in Face Amount, a transaction
charge of $40 will be deducted from Policy Value for administrative costs. The
effective date of the increase will be the first Monthly Payment Date on or
following the date all of the conditions for the increase are met.
An increase in the Face Amount generally will affect the Insurance Amount at
Risk and may affect the portion of the Insurance Amount at Risk included in
various Premium Classes (if more than one Premium Class applies), both of which
may affect the monthly cost of insurance charges. A surrender charge will also
be calculated for the increase. See CHARGES AND DEDUCTIONS -- "Monthly Deduction
from Policy Value" and "Surrender Charge."
After increasing the Face Amount, you will have the right (1) during a free-look
period, to have the increase canceled and the charges which would not have been
deducted but for the increase will be credited to the Policy, and (2) during the
first 24 months following the increase, to transfer any or all Policy Value to
the General Account free of charge. See THE POLICY -- "Free-Look Period" and
"Conversion Privileges." A refund of charges which would not have been deducted
but for the increase will be made at your request.
39
<PAGE>
DECREASES IN THE FACE AMOUNT
The minimum amount for a decrease in Face Amount is $10,000. By current Company
practice, the Face Amount in force after any decrease may not be less than
$50,000. If, following a decrease in Face Amount, the Policy would not comply
with the maximum premium limitation applicable under IRS rules, the decrease may
be limited or Policy Value may be returned to the Policyowner (at your election)
to the extent necessary to meet the requirements. A return of Policy Value may
result in tax liability to you.
A decrease in the Face Amount will affect the total Insurance Amount at Risk and
the portion of the Insurance Amount at Risk covered by various Premium Classes,
both of which may affect a Policyowner's monthly cost of insurance charges. See
CHARGES AND DEDUCTIONS -- "Monthly Deduction from Policy Value." For purposes of
determining the cost of insurance charge, any decrease in the Face Amount will
reduce the Face Amount in the following order: (1) the Face Amount provided by
the most recent increase; (2) the next most recent increases successively; and
(3) the initial Face Amount. This order will also be used to determine whether a
surrender charge will be deducted and in what amount. If the Face Amount is
decreased while the "Payor Provisions" apply (see POLICY TERMINATION AND
REINSTATEMENT -- "Termination"), the above order may be modified to determine
the cost of insurance charge. In such case, you may reduce or eliminate any Face
Amount for which you are paying the insurance charges on a last-in, first-out
basis before you reduce or eliminate amounts of insurance which are paid by the
Payor.
If you request a decrease in the Face Amount, the amount of any surrender charge
deducted will reduce the current Policy Value. You may specify one Sub-Account
from which the surrender charge will be deducted. If no specification is
provided, the Company will make a Pro-Rata Allocation. The current surrender
charge will be reduced by the amount deducted. See CHARGES AND DEDUCTIONS --
"Surrender Charge."
POLICY VALUE AND SURRENDER VALUE
The Policy 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
Accumulation Units in the Sub-Accounts. The Policy Value is used in determining
the Surrender Value (the Policy Value less any Debt and any surrender charge).
See THE POLICY -- "Surrender." There is no guaranteed minimum Policy Value.
Because Policy Value on any date depends upon a number of variables, it cannot
be predetermined.
Policy 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, any partial withdrawals, any
loans, any loan repayments, any loan interest paid or credited, and any charges
assessed in connection with the Policy.
CALCULATION OF POLICY VALUE
The Policy Value is determined first on the Date of Issue and thereafter on each
Valuation Date. On the Date of Issue, the Policy Value will be the Net Premiums
received, plus any interest earned during the period when premiums are held in
the General Account (before being transferred to the VEL Account; see THE POLICY
- -- "Applying for a Policy") less any Monthly Deductions due. On each Valuation
Date after the Date of Issue the Policy Value will be:
(1) 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 an
Accumulation Unit in that Sub-Account on that date by the number of such
Accumulations Units allocated to the Policy; plus
(2) the value in the General Account (including any amounts transferred to the
General Account with respect to a loan).
Thus, the Policy Value is determined by multiplying the number of Accumulation
Units in each Sub-Account by the value of the applicable Accumulation Units on
the particular Valuation Date, adding the products, and adding the amount of the
accumulations in the General Account, if any.
40
<PAGE>
THE ACCUMULATION UNIT
Each Net Premium is allocated to the Sub-Account(s) selected by you. Allocations
to the Sub-Accounts are credited to the Policy in the form of Accumulation
Units. Accumulation Units are credited separately for each Sub-Account.
The number of Accumulation Units of each Sub-Account credited to the Policy is
equal to the portion of the Net Premium allocated to the Sub-Account, divided by
the dollar value of the applicable Accumulation Unit as of the Valuation Date
the payment is received at the Principal Office. The number of Accumulation
Units will remain fixed unless changed by a subsequent split of Accumulation
Unit value, transfer, partial withdrawal or surrender. In addition, if the
Company is deducting the Monthly Deduction or other charges from a Sub-Account,
each such deduction will result in cancellation of a number of Accumulation
Units equal in value to the amount deducted.
The dollar value of an Accumulation Unit of each Sub-Account varies from
Valuation Date to Valuation Date based on the investment experience of that
Sub-Account. That experience, in turn, will reflect the investment performance,
expenses and charges of the respective Underlying Fund. The value of an
Accumulation Unit was set at $1.00 on the first Valuation Date for each
Sub-Account. The dollar value of an Accumulation Unit on a given Valuation Date
is determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.
NET INVESTMENT FACTOR
The net investment factor measures the investment performance of a Sub-Account
of the VEL Account during the Valuation Period just ended. The net investment
factor for each Sub-Account is equal to 1.0000 plus the number arrived at by
dividing (1) by (2) and subtracting (3) from the result, where
(1) is the investment income of that Sub-Account for the Valuation Period, plus
capital gains, realized or unrealized, credited during the Valuation Period;
minus capital losses, realized or unrealized, charged during the Valuation
Period; adjusted for provisions made for taxes, if any;
(2) is the value of that Sub-Account's assets at the beginning of the Valuation
Period; and
(3) is a charge for each day in the Valuation Period equal to 0.65% on an annual
basis of the daily net asset value of that Sub-Account for mortality and
expense risks. This charge may be increased or decreased by the Company, but
may not exceed 0.90%
The net investment factor may be greater or less than one. Therefore, the value
of an Accumulation Unit may increase or decrease. You bear the investment risk.
Allocations to the General Account are not converted into Accumulation Units,
but are credited interest at a rate periodically set by the Company. See MORE
INFORMATION ABOUT THE GENERAL ACCOUNT.
PAYMENT OPTIONS
During the Insured's lifetime, you may arrange for the Death Proceeds to be paid
in a single sum or under one or more of the available payment options. The
payment options currently available are described in APPENDIX B -- PAYMENT
OPTIONS. These choices are also available at the Final Premium Payment Date and
if the Policy is surrendered. The Company may make more payment options
available in the future. If no election is made, the Company will pay the Death
Proceeds in a single sum. When the Death Proceeds are payable in a single sum,
the Beneficiary may, within one year of the Insured's death, select one or more
of the payment options, if no payments have yet been made.
41
<PAGE>
OPTIONAL INSURANCE BENEFITS
Subject to certain requirements, one or more of the optional insurance benefits
described in APPENDIX A -- OPTIONAL BENEFITS may be added to a Policy by rider.
The cost of any optional insurance benefits will be deducted as part of the
Monthly Deduction. See CHARGES AND DEDUCTIONS -- "Monthly Deduction from Policy
Value."
SURRENDER
You may at any time surrender the Policy and receive its Surrender Value. The
Surrender Value is the Policy Value, less Debt and applicable surrender charges.
The Surrender Value will be calculated as of the Valuation Date on which a
Written Request for surrender and the Policy are received at the Principal
Office. A surrender charge will be deducted when a Policy is surrendered if less
than ten full Policy years have elapsed from the Date of Issue of the Policy or
from the effective date of any increase in Face Amount. See CHARGES AND
DEDUCTIONS -- "Surrender Charge."
The proceeds on surrender may be paid in a single lump sum or under one of the
payment options described in APPENDIX B -- PAYMENT OPTIONS. The Company normally
will pay the Surrender Value within seven days following the Company's receipt
of the surrender request, but the Company may delay payment under the
circumstances described in OTHER POLICY PROVISIONS -- "Postponement of
Payments." For important tax consequences which may result from surrender see
FEDERAL TAX CONSIDERATIONS.
PARTIAL WITHDRAWAL
Any time after the first Policy year, you may withdraw a portion of the
Surrender Value of your Policy, subject to the limits stated below, upon Written
Request filed at the Principal Office. The Written Request must indicate the
dollar amount you wish to receive and the Accounts from which such amount is to
be withdrawn. You may allocate the amount withdrawn among the Sub-Accounts and
the General Account. If you do not provide allocation instructions, the Company
will make a Pro-Rata Allocation. Each partial withdrawal must be in a minimum
amount of $500. Under Option 1 or Option 3, the Face Amount is reduced by the
amount of the partial withdrawal, and a partial withdrawal will not be allowed
if it would reduce the Face Amount below $40,000.
A partial withdrawal from a Sub-Account will result in the cancellation of the
number of Accumulation Units equivalent in value to the amount withdrawn. The
amount withdrawn equals the amount requested by you plus the transaction charge
and any applicable partial withdrawal charge as described under CHARGES AND
DEDUCTIONS -- "Charges on Partial Withdrawal." The Company will normally pay the
amount of the partial withdrawal within seven days following the Company's
receipt of the partial withdrawal request, but the Company may delay payment
under certain circumstances described in OTHER POLICY PROVISIONS --
"Postponement Of Payments." For important tax consequences which may result from
partial withdrawals, see FEDERAL TAX CONSIDERATIONS.
CHARGES AND DEDUCTIONS
Charges will be deducted in connection with the Policy to compensate the Company
for providing the insurance benefits set forth in the Policy and any additional
benefits added by rider, administering the Policy, incurring distribution
expenses, and assuming certain risks in connection with the Policies. Each of
the charges identified as an administrative charge is intended to reimburse the
Company for actual administrative costs incurred, and is not intended to result
in a profit to the Company.
42
<PAGE>
The Company may waive or reduce the premium tax charge, administrative charges,
surrender charge, or 5% partial withdrawal charge, and will not pay commissions
on Policies where the Policyowner, as of the date of application, is within the
following class of individuals:
All employees of First Allmerica and its affiliates and subsidiaries located at
First Allmerica's home office (or at off-site locations if such employees are on
First Allmerica's home office payroll); all directors of First Allmerica and its
affiliates and subsidiaries; all retired employees of First Allmerica and its
affiliates and subsidiaries eligible under the Pension Plans of First Allmerica
or of its affiliates or any successor plan; all General Agents, agents and field
staff of First Allmerica; and all spouses, children, siblings, parents and
grandparents of any individuals identified above, who reside in the same
household.
Certain of the charges and deductions described below may be reduced for
Policies issued in connection with a specific group in accordance with the
Company's rules in effect as of the date an application. To qualify for a
reduction, a group must satisfy certain criteria such as the size of the group,
expected number of participants and anticipated premium payments from the group.
Generally, the sales contacts and effort, administrative costs and mortality
costs vary based on such factors as the size of the group, the purposes for
which the Policies are purchased and certain characteristics of the group's
members. The amount of reduction and the criteria for qualification will reflect
in the reduced sales effort and administrative costs resulting from, and the
different mortality experience expected as a result of, sales to qualifying
groups. The Company may modify both the amounts of reductions and the criteria
for qualification. Reductions in these charges will not be unfairly
discriminatory against any person, including the affected Policyowners and all
other Policyowners who purchase a Policy.
STATE PREMIUM TAX
A charge for state and local premium taxes (if any) is deducted from each
premium payment. State premium taxes generally range from 0.75% to 5%, while
local premium taxes (if any) vary by jurisdiction within a state. The premium
tax charge will change when either the applicable jurisdiction changes or the
tax rate within the applicable jurisdiction changes. The Company should be
notified of any change in address of the Insured as soon as possible.
MONTHLY DEDUCTION FROM POLICY VALUE
Prior to the Final Premium Payment Date, a Monthly Deduction from Policy Value
will be made to cover a charge for the cost of insurance, a charge for any
optional insurance benefits added by rider and a monthly administrative charge.
The cost of insurance charge and the monthly administrative charges are
discussed below. The Monthly Deduction on or following the effective date of a
requested increase in the Face Amount will also include a $40 administrative
charge for the increase. See THE POLICY -- "Change in Face Amount."
Prior to the Final Premium Payment Date, the Monthly Deduction will be deducted
as of each Monthly Payment Date commencing with the Date of Issue of the Policy.
It will be allocated to one Sub-Account according to your instructions or, if no
allocation is specified, the Company will make a Pro-Rata Allocation. If the
Sub-Account you specify does not have sufficient funds to cover the Monthly
Deduction, the Company will deduct the charge for that month as if no
specification were made. However, if on subsequent Monthly Payment Dates there
is sufficient Policy Value in the Sub-Account you specified, the Monthly
Deduction will be deducted from that Sub-Account. No Monthly Deductions will be
made on or after the Final Premium Payment Date.
COST OF INSURANCE
This charge is designed to compensate the Company for the anticipated cost of
providing Death Proceeds to Beneficiaries of those Insureds who die prior to the
Final Premium Payment Date. The cost of insurance is determined on a monthly
basis, and is determined separately for the initial Face Amount and for each
43
<PAGE>
subsequent increase in Face Amount. Because the cost of insurance depends upon a
number of variables, it can vary from month to month.
CALCULATION OF THE CHARGE
If you select Sum Insured Option 2, the monthly cost of insurance charge for the
initial Face Amount will equal the applicable cost of insurance rate multiplied
by the initial Face Amount. If you select Sum Insured Option 1 or Option 3,
however, the applicable cost of insurance rate will be multiplied by the initial
Face Amount less the Policy Value (minus charges for rider benefits) at the
beginning of the policy month. Thus, the cost of insurance charge may be greater
for owners who have selected Sum Insured Option 2 than for those who have
selected Sum Insured Option 1 or Option 3, assuming the same Face Amount in each
case and assuming that the Guideline Minimum Sum Insured is not in effect.
In other words, since the Sum Insured under Option 1 or Option 3 remains
constant while the Sum Insured under Option 2 varies with the Policy Value, any
Policy Value increases will reduce the insurance charge under Option 1 or Option
3 but not under Option 2.
If you select Sum Insured Option 2, the monthly insurance charge for each
increase in Face Amount (other than an increase caused by a change in Sum
Insured Option) will be equal to the cost of insurance rate applicable to that
increase multiplied by the increase in Face Amount. If you select Sum Insured
Option 1 or Option 3, the applicable cost of insurance rate will be multiplied
by the increase in the Face Amount reduced by any Policy Value (minus rider
charges) in excess of the initial Face Amount at the beginning of the policy
month.
If the Guideline Minimum Sum Insured is in effect under either Option, a monthly
cost of insurance charge will also be calculated for that portion of the Sum
Insured which exceeds the current Face Amount. This charge will be calculated by
multiplying the cost of insurance rate applicable to the initial Face Amount
times the Guideline Minimum Sum Insured (Policy Value times the applicable
percentage) less the greater of the Face Amount or the Policy Value if you
selected Sum Insured Option 1 or Option 3, or less the Face Amount plus the
Policy Value if you selected Sum Insured Option 2. When the Guideline Minimum
Sum Insured is in effect, the cost of insurance charge for the initial Face
Amount and for any increases will be calculated as set forth in the preceding
two paragraphs.
The monthly cost of insurance charge will also be adjusted for any decreases in
Face Amount. See THE POLICY -- "Change in Face Amount" and "Decreases."
COST OF INSURANCE RATES
The Policy is sold to eligible individuals who are members of a non-qualified
employee benefit plan having five or more members. Premium billing will be
administered through one premium administrator. A portion of the initial Face
Amount may be issued on a guaranteed or simplified underwriting basis. The
amount of this portion will be determined for each group, and may vary within
the group based on Age.
The determination of the class of risk for the guaranteed or simplified issue
portion will, in part, be based on the type of group; the number of persons
eligible to participate in the plan; expected percentage of eligible persons
participating in the plan; and the amount of guaranteed or simplified
underwriting insurance to be issued. Larger groups, higher participation rates
and occupations with historically favorable mortality rates will generally
result in the individuals within that group being placed in a more favorable
class of risk.
Cost of insurance rates are based on a blended unisex rate table, Age and
Premium Class of the Insured at the Date of Issue, the effective date of an
increase or date of rider, as applicable, the amount of premiums paid less any
Debt, any partial withdrawals and withdrawal charges, and risk classification.
For those Policies issued in certain states or in certain cases on a unisex
basis, sex-distinct rates do not apply. The cost of insurance rates are
determined at the beginning of each Policy year for the initial Face Amount. The
cost of insurance rates for an increase in Face Amount or rider are determined
annually on the anniversary of the effective date of each
44
<PAGE>
increase or rider. The cost of insurance rates generally increase as the
Insured's Age increases. The actual monthly cost of insurance rates will be
based on the Company's expectations as to future mortality experience. They will
not, however, be greater than the guaranteed cost of insurance rates set forth
in the Policy. These guaranteed rates are based on the 1980 Commissioners
Standard Ordinary Mortality Table, Smoker, Non-smoker, Male, Female (or
Mortality Table B for unisex Policies) and the Insured's Age. The tables used
for this purpose set forth different mortality estimates for smokers and
non-smokers. Any change in the cost of insurance rates will apply to all persons
of the same insuring Age and Premium Class whose Policies have been in force for
the same length of time.
The Premium Class of an Insured will affect the cost of insurance rates. The
Company currently places Insureds into preferred Premium Classes, standard
Premium Classes and substandard Premium Classes. In an otherwise identical
Policy, an Insured in the preferred Premium Class will have a lower cost of
insurance than an Insured in a standard Premium Class who, in turn, will have a
lower cost of insurance than an Insured in a substandard Premium Class with a
higher mortality risk. The Premium Classes are also divided into two categories:
smokers and non-smokers. Non-smoking Insureds will incur lower cost of insurance
rates than Insureds who are classified as smokers but who are otherwise in the
same Premium Class. Any Insured with an Age at issuance under 18 will be
classified initially as regular or substandard. The Insured then will be
classified as a smoker at Age 18 unless the Insured provides satisfactory
evidence that the Insured is a non-smoker. The Company will provide notice to
you of the opportunity for the Insured to be classified as a non-smoker when the
Insured reaches Age 18.
The cost of insurance rate is determined separately for the initial Face Amount
and for the amount of any increase in Face Amount. For each increase in Face
Amount you request, at a time when the Insured is in a less favorable Premium
Class than previously, a correspondingly higher cost of insurance rate will
apply only to that portion of the Insurance Amount at Risk for the increase. For
the initial Face Amount and any prior increases, the Company will use the
Premium Class previously applicable. On the other hand, if the Insured's Premium
Class improves on an increase, the lower cost of insurance rate generally will
apply to the entire Insurance Amount at Risk.
MONTHLY ADMINISTRATIVE CHARGES
Prior to the Final Premium Payment Date a monthly administrative charge of $5
per month will be deducted from the Policy Value. This charge will be used to
compensate the Company for expenses incurred in the administration of the
Policy, and will compensate the Company for first-year underwriting and other
start-up expenses incurred in connection with the Policy. These expenses include
the cost of processing applications, conducting medical examinations,
determining insurability and the Insured's Premium Class, and establishing
Policy records. The Company does not expect to derive a profit from these
charges.
CHARGES AGAINST ASSETS OF THE VEL ACCOUNT
The Company currently makes a charge on an annual basis of 0.65% of the daily
net asset value in each Sub-Account. This charge is for the mortality risk and
expense risk which the Company assumes in relation to the variable portion of
the Policies. The total charges may be increased or decreased by the Board of
Directors of the Company once each year, subject to compliance with applicable
state and federal requirements, but it may not exceed 0.90% on an annual basis.
The mortality risk assumed by the Company is that Insureds may live for a
shorter time than anticipated, and that the Company will therefore pay an
aggregate amount of Death Proceeds greater than anticipated. The expense risk
assumed is that the expenses incurred in issuing and administering the Policies
will exceed the amounts realized from the administrative charges. 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 costs are less
than the amounts provided, the difference will be a profit to the Company. To
the extent this charge results in a current profit to the Company, such profit
will be available for use by the Company for, among other things, the payment of
distribution, sales and other expenses. Since mortality and expense risks
involve future
45
<PAGE>
contingencies which are not subject to precise determination in advance, it is
not feasible to identify specifically the portion of the charge which is
applicable to each.
In addition, because the Sub-Accounts purchase shares of the Underlying Funds,
the value of the Accumulation Units of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying Funds. The
prospectuses and statements of additional information of the Trust, Fidelity
VIP, Fidelity VIP II, T. Rowe Price and DGPF contain additional information
concerning such fees and expenses.
No charges are currently made against the Sub-Accounts for federal or state
income taxes. Should the Company determine that taxes will be imposed, the
Company may make deductions from the Sub-Account to pay such taxes. See FEDERAL
TAX CONSIDERATIONS. The imposition of such taxes would result in a reduction of
the Policy Value in the Sub-Accounts.
SURRENDER CHARGE
The Policy provides for a contingent surrender charge. A separate contingent
surrender charge, described in more detail below, is calculated upon the
issuance of the Policy and for each increase in the Face Amount. The surrender
charge is comprised of a contingent deferred administrative charge and a
contingent deferred sales charge. The contingent deferred administrative charge
compensates the Company for expenses incurred in administering the Policy. The
contingent deferred sales charge compensates the Company for expenses relating
to the distribution of the Policy, including agents' commissions, advertising
and the printing of the prospectuses and sales literature.
A Surrender Charge may be deducted if you request a full surrender of the Policy
or a decrease in Face Amount if less than ten years have elapsed from the Date
of Issue or from the effective date of any increase in the Face Amount. The
maximum surrender charge calculated upon issuance of the Policy is equal to the
sum of (1) plus (2) where (1) is a deferred administrative charge equal to $8.50
per thousand dollars of the initial Face Amount, and (2) is a deferred sales
expense charge equal to 30% of the Guideline Annual Premium. In accordance with
limitations under state insurance regulations, the amount of the maximum
surrender charge will not exceed a specified amount per $1,000 initial face
Amount, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES.
The maximum surrender charge continues in a level amount for 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
This reduction in the maximum surrender charge will reduce the deferred sales
charge and the deferred administrative charge proportionately.
If you surrender the Policy before making premium payments with respect to the
initial Face Amount which are at least equal to the Guideline Annual Premium,
the actual surrender charge imposed may be less than the maximum. The actual
surrender charge imposed will be the lesser of either the maximum surrender
charge or the sum of $8.50 per thousand dollars of initial Face Amount plus 30%
of premiums paid. Thus, if the amount of the surrender charge is less than the
maximum, such amount is comprised of the entire deferred administrative charge
plus 30% of premiums paid. See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER
CHARGES.
A separate Surrender Charge will apply to and is calculated for each increase in
Face Amount. The surrender charge for the increase is in addition to that for
the initial Face Amount. The maximum surrender charge for the increase is equal
to the sum of (1) plus (2), where (1) is equal to $8.50 per thousand dollars of
increase, and (2) is equal to 30% of the Guideline Annual Premium for the
increase. In accordance with limitations under state insurance regulations, the
amount of the surrender charge will not exceed a specified amount per $1,000 of
increase, as indicated in APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER
CHARGES. As is true for the initial Face Amount, (1) is a deferred
administrative charge, and (2) is a deferred sales charge. The actual surrender
charge with respect to the increase may be less than the maximum. The actual
surrender charge is the lesser of either the maximum surrender charge or the sum
of (1) $8.50 per thousand dollars of increase in Face Amount, plus (2) 30% of
the Policy Value on the date of increase associated with
46
<PAGE>
the increase in Face Amount, plus (3) 30% of premiums paid which are associated
with the increase in Face Amount.
Additional premium payments may not be required to fund a requested increase in
Face Amount. Therefore, a special rule, which is based on relative Guideline
Annual Premium payments, applies to allocate a portion of existing Policy Value
to the increase and to allocate subsequent premium payments between the initial
Face Amount and the increase. For example, suppose the Guideline Annual Premium
is equal to $1,500 before an increase and is equal to $2,000 as a result of the
increase. The Policy Value on the effective date of the increase would be
allocated 75% ($1,500/$2,000) to the initial Face Amount and 25% to the
increase. All future premiums would also be allocated 75% to the initial Face
Amount and 25% to the increase. Thus, existing Policy Value associated with the
increase will equal the portion of Policy Value allocated to the increase on the
effective date of the increase, before any deductions are made. Premiums
associated with the increase will equal the portion of the premium payments
actually made on or after the effective date of the increase which are allocated
to the increase.
See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES for examples
illustrating the calculation of the maximum surrender charge for the initial
Face Amount and for any increases, as well as for the surrender charge based on
actual premiums paid or associated with any increases.
A surrender charge may be deducted on a decrease in the Face Amount. In the
event of a decrease, the surrender charge deducted is a fraction of the charge
that would apply to a full surrender of the Policy. The fraction will be
determined by dividing the amount of the decrease by the current Face Amount and
multiplying the result by the surrender charge. If more than one surrender
charge is in effect (i.e., pursuant to one or more increases in the Face Amount
of a Policy), the surrender charge will be applied in the following order: (1)
the most recent increase; (2) the next most recent increases successively, and
(3) the initial Face Amount. Where a decrease causes a partial reduction in an
increase or in the initial Face Amount, a proportionate share of the surrender
charge for that increase or for the initial Face Amount will be deducted.
CHARGES ON PARTIAL WITHDRAWAL
After the first Policy year, partial withdrawals of Surrender Value may be made.
The minimum withdrawal is $500. Under Option 1 or Option 3, the Face Amount is
reduced by the amount of the partial withdrawal, and a partial withdrawal will
not be allowed if it would reduce the Face Amount below $40,000.
A transaction charge which is the smaller of 2% of the amount withdrawn or $25
will be assessed on each partial withdrawal to reimburse the Company for the
cost of processing the withdrawal. The Company does not expect to make a profit
on this charge.
A partial withdrawal charge may also be deducted from Policy Value. For each
partial withdrawal you may withdraw an amount equal to 10% of the Policy Value
on the date the written withdrawal request is received by the Company less the
total of any prior withdrawals in that Policy 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 surrender charge on the date of withdrawal (i.e., ten years have elapsed from
the Date of Issue and from the effective date of any increase in the Face
Amount).
This right is not cumulative from Policy year to Policy year. For example, if
only 8% of Policy Value were withdrawn in Policy year two, the amount you could
withdraw in subsequent Policy years would not be increased by the amount you did
not withdraw in the second Policy year.
The Policy's outstanding surrender charge will be reduced by the amount of the
partial withdrawal charge deducted, by proportionately reducing the deferred
sales charge component and the deferred administrative
47
<PAGE>
charge component. The partial withdrawal charge deducted will decrease existing
surrender charges in the following order:
- first, the surrender charge for the most recent increase in Face Amount;
- second, the surrender charge for the next most recent increase
successively;
- last, the surrender charge for the initial Face Amount.
See APPENDIX D -- CALCULATION OF MAXIMUM SURRENDER CHARGES for an example
illustrating the calculation of the charges on partial withdrawal and their
impact on the surrender charge(s).
TRANSFER CHARGES
The first 12 transfers in a Policy year will be free of charge. Thereafter, a
transfer charge of $10 will be imposed for each transfer request to reimburse
the Company for the administrative costs incurred in processing the transfer
request. The Company reserves the right to increase the charge, but it will
never exceed $25. The Company also reserves the right to change the number of
free transfers allowed in a Policy Year. See THE POLICY -- "Transfer Privilege."
You may have automatic transfers of at least $100 a month made on a periodic
basis:
- from the Sub-Accounts which invest in the Money Market Fund and Government
Bond Fund of the Trust to one or more of the other Sub-Accounts
("Dollar-Cost Averaging"); or
- to reallocate Policy Value among the Sub-Accounts ("Automatic
Rebalancing").
The first automatic transfer counts as one transfer towards the 12 free
transfers allowed in each Policy year. Each subsequent automatic transfer is
without charge and does not reduce the remaining number of transfers which may
be made without charge. If you utilize the Conversion Privilege, Loan Privilege,
or reallocate Policy Value within 20 days of the Date of Issue of the Policy,
any resulting transfer of Policy Value from the Sub-Accounts to the General
Account will be free of charge, and in addition to the 12 free transfers in a
Policy year. See THE POLICY -- "Conversion Privileges" and POLICY LOANS.
CHARGE FOR INCREASE IN FACE AMOUNT
For each increase in Face Amount you request, a transaction charge of $40 will
be deducted from Policy Value to reimburse the Company for administrative costs
associated with the increase. This charge is guaranteed not to increase, and the
Company does not expect to make a profit on this charge.
OTHER ADMINISTRATIVE CHARGES
The Company reserves the right to impose a charge for the administrative costs
incurred for changing the Net Premium allocation instructions, for changing the
allocation of any Monthly Deductions among the various Sub-Accounts, or for a
projection of values. No such charges are currently imposed and any such charge
is guaranteed not to exceed $25.
POLICY LOANS
Loans may be obtained by request to the Company on the sole security of the
Policy. The total amount which may be borrowed is the Loan Value. In the first
Policy year, the Loan Value is 75% of Policy Value reduced by applicable
surrender charges, as well as Monthly Deductions and interest on Debt to the end
of the Policy year. The Loan Value in the second Policy year and thereafter is
90% of an amount equal to Policy Value reduced by
48
<PAGE>
applicable surrender charges. There is no minimum limit on the amount of the
loan. The loan amount will normally be paid within seven days after the Company
receives the loan request at its Principal Office, but the Company may delay
payments under certain circumstances. See OTHER POLICY PROVISIONS --
"Postponement of Payments."
A Policy loan may be allocated among the General Account and one or more
Sub-Accounts. If you do not make an allocation, the Company will make a Pro-Rata
Allocation based on the amounts in the Accounts on the date the Company receives
the loan request. Policy Value in each Sub-Account equal to the Policy loan
allocated to such Sub-Account will be transferred to the General Account, and
the number of Accumulation Units equal to the Policy Value so transferred will
be canceled. This will reduce the Policy Value in these Sub-Accounts. These
transactions are not treated as transfers for purposes of the transfer charge.
LOAN INTEREST
LOAN AMOUNT EARNS INTEREST IN GENERAL ACCOUNT
As long as the Policy is in force, Policy Value in the General Account equal to
the loan amount will be credited with interest at an effective annual yield of
at least 6.00% per year. NO ADDITIONAL INTEREST WILL BE CREDITED TO SUCH POLICY
VALUE.
PREFERRED LOAN OPTION
A preferred loan option is available under the Policies. The preferred loan
option will be available upon Written Request. It may be revoked by you at any
time. If this option has been selected, after the tenth Policy anniversary
Policy Value in the General Account equal to the loan amount will be credited
with interest at an effective annual yield of at least 7.5%. Our current
practice is to credit a rate of interest equal to the rate being charged for the
preferred loan.
There is some uncertainty as to the tax treatment of preferred loans. Consult a
qualified tax adviser (and see FEDERAL TAX CONSIDERATIONS). THE PREFERRED LOAN
OPTION IS NOT AVAILABLE IN ALL STATES.
LOAN INTEREST CHARGED
Interest accrues daily and is payable in arrears at the annual rate of 8%.
Interest is due and payable at the end of each Policy 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 amount and bear interest at the same rate. After the
due and unpaid interest is added to the loan amount, if the new loan amount
exceeds the Policy Value in the General Account, the Company will transfer
Policy Value equal to that excess loan amount from the Policy Value in each
Sub-Account to the General Account as security for the excess loan amount. The
Company will allocate the amount transferred among the Sub-Accounts in the same
proportion that the Policy Value in each Sub-Account bears to the total Policy
Value in all Sub-Accounts.
REPAYMENT OF LOANS
Loans may be repaid at any time prior to the lapse of the Policy. Upon repayment
of the Debt, the portion of the Policy Value that is in the General Account
securing the Debt repaid will be allocated to the various Accounts and increase
the Policy Value in such accounts in accordance with your instructions. If you
do not make a repayment allocation, the Company will allocate Policy Value in
accordance with your most recent premium allocation instructions; provided,
however, that loan repayments allocated to the VEL Account cannot exceed Policy
Value previously transferred from the VEL Account to secure the Debt.
If the Debt exceeds the Policy Value less the surrender charge, the Policy will
terminate. A notice of such pending termination will be mailed to the last known
address of you and any assignee. If you do not make sufficient payment within 62
days after this notice is mailed, the Policy will terminate with no value. See
POLICY TERMINATION AND REINSTATEMENT.
49
<PAGE>
EFFECT OF POLICY LOANS
Although Policy loans may be repaid at any time prior to the lapse of the
Policy, Policy loans will permanently affect the Policy Value and Surrender
Value, and may permanently affect the Death Proceeds. The effect could be
favorable or unfavorable, depending upon whether the investment performance of
the Sub-Account(s) is less than or greater than the interest credited to the
Policy Value in the General Account attributable to the loan.
Moreover, outstanding Policy loans and the accrued interest will be deducted
from the proceeds payable upon the death of the Insured or surrender.
POLICY TERMINATION AND REINSTATEMENT
TERMINATION
The failure to make premium payments will not cause the Policy to lapse unless:
(1) the Surrender Value is insufficient to cover the next Monthly Deduction plus
loan interest accrued; or (2) if Debt exceeds the Policy Value. If one of these
situations occurs, the Policy will be in default. You will then have a grace
period of 62 days, measured from the date of default, to make sufficient
payments to prevent termination. On the date of default, the Company will send a
notice to you and to any assignee of 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 Policy. If the Insured dies during the grace period, the
Death Proceeds will still be payable, but any Monthly Deductions due and unpaid
through the Policy month in which the Insured dies and any other overdue charges
will be deducted from the Death Proceeds.
PAYOR PROVISIONS
Subject to approval in the state in which your Policy was issued, if you name a
"payor" in your application supplement, then the following "Payor Provisions"
will apply.
The payor may designate what portion, if any, of each payment of a premium is
"excess premium" to be allocated to the General Account and Sub-Accounts
according to your allocation instructions then in effect. Except for excess
premium, the payor's premium will automatically be allocated to the Sub-Account
which invests in the Money Market Fund of the Trust, from which the Monthly
Deductions will be made. Payor premiums which are initially held in the General
Account (which are not "excess premiums") will be transferred to the Money
Market Fund not later than three days after underwriting approval of the Policy.
No Policy loans, partial withdrawals or transfers may be made from the amount in
the Money Market Fund attributable to premiums allocated thereto by the payor.
If the amount in the Money Market Fund attributable to premiums allocated by the
payor is insufficient to cover the next Monthly Deduction, the Company will send
the payor a notice of the due date and amount of premium which is due. The
premium may be paid during a grace period of 62 days beginning on the premium
due date. If the premium payable is not received by the Company within 31 days
of the end of the grace period, a second notice will be sent to the payor. A
31-day grace period notice will also be sent to you at this time if your Policy
Value is insufficient to cover the Monthly Deductions then due.
If the amount in the Money Market Fund attributable to premiums allocated
thereto by the payor is insufficient to cover the Monthly Deductions due at the
end of the grace period, the balance of such Monthly Deductions will be
withdrawn on a Pro-Rata Allocation from the Policy Value, if any, in the General
Account and the Sub-Accounts. A lapse occurs if the Policy Value is
insufficient, at the end of the grace period, to pay the Monthly Deductions
which are due. The Policy terminates on the date of lapse. Any Death Proceeds
payable during the grace period will be reduced by any overdue charges.
50
<PAGE>
The above payor provisions, if applicable, are in lieu of the grace-period
notice and default provisions applicable when "(a) the Surrender Value is
insufficient to cover the next Monthly Deduction plus loan interest accrued,"
but do not apply to "(b) if Debt exceeds the Policy Value." See the first
paragraph of this section captioned "Termination." You or the payor may, upon
Written Request, discontinue the above payor provisions. If the payor makes
Written Request to discontinue the payor provisions, we will send you a notice
of the discontinuance to your last known address.
REINSTATEMENT
If the Policy has not been surrendered and the Insured is alive, the terminated
Policy may be reinstated anytime within three years after the date of default
and before the Final Premium Payment Date. The reinstatement will be effective
on the Monthly Payment Date following the date you submit the following to the
Company: (1) a written application for reinstatement; (2) Evidence of
Insurability showing that the Insured is insurable according to the Company's
underwriting rules; and (3) a premium that, after the deduction of the premium
tax charge, is large enough to cover the Monthly Deductions for the three-month
period beginning on the date of reinstatement.
POLICY SURRENDER CHARGE
The surrender charge on the date of reinstatement is the surrender charge which
should have been in effect had the Policy remained in force from the Date of
Issue.
POLICY VALUE ON REINSTATEMENT
The Policy Value on the date of reinstatement is:
- the Net Premium paid to reinstate the Policy increased by interest from
the date the payment was received at the Principal Office, PLUS
- an amount equal to the Policy Value less Debt on the date of default,
MINUS
- the Monthly Deduction due on the date of reinstatement.
You may not reinstate any Debt outstanding on the date of default or
foreclosure.
OTHER POLICY PROVISIONS
The following Policy provisions may vary in certain states in order to comply
with requirements of the insurance laws, regulations and insurance regulatory
agencies in those states.
POLICYOWNER
The Policyowner is the Insured unless another Policyowner has been named in the
application for the Policy. The Policyowner is generally entitled to exercise
all rights under a Policy 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 Policy, the
Beneficiary has no rights in the Policy before the death of the Insured. While
the Insured is alive, you may change any Beneficiary unless you have declared a
Beneficiary to be irrevocable. If no Beneficiary is alive when the Insured dies,
the Policyowner (or the Policyowner's estate) will be the Beneficiary. If more
than one Beneficiary is alive when the Insured dies, they will be paid in
51
<PAGE>
equal shares, unless you have chosen otherwise. Where there is more than one
Beneficiary, the interest of a Beneficiary who dies before the Insured will pass
to surviving Beneficiaries proportionally.
INCONTESTABILITY
The Company will not contest the validity of a Policy after it has been in force
during the Insured's lifetime for two years from the Date of Issue. The Company
will not contest the validity of any rider or any increase in the Face Amount
after such rider or increase has been in force during the Insured's lifetime for
two years from its effective date.
SUICIDE
The Death Proceeds will not be paid if the Insured commits suicide, while sane
or insane, within two years from the Date of Issue. Instead, the Company will
pay the Beneficiary an amount equal to all premiums paid for the Policy, without
interest, less any outstanding Debt and less any partial withdrawals. If the
Insured commits suicide, while sane or insane, generally within two years from
the effective date of any increase in the Sum Insured, the Company's liability
with respect to such increase will be limited to a refund of the cost thereof.
The Beneficiary will receive the administrative charges and insurance charges
paid for such increase.
AGE
If the Insured's Age as stated in the application for a Policy is not correct,
benefits under a Policy will be adjusted to reflect the correct Age, if death
occurs prior to the Final Premium Payment Date. The adjusted benefit will be
that which the most recent cost of insurance charge would have purchased for the
correct Age. In no event will the Sum Insured be reduced to less than the
Guideline Minimum Sum Insured.
ASSIGNMENT
The Policyowner may assign a Policy as collateral or make an absolute assignment
of the Policy. All rights under the Policy will be transferred to the extent of
the assignee's interest. The consent of the assignee may be required in order to
make changes in premium allocations, to make transfers, or to exercise other
rights under the Policy. The Company is not bound by an assignment or release
thereof, unless it is in writing and is recorded at the Principal Office. When
recorded, the assignment will take effect as of the date the Written Request was
signed. 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 determining the validity of any assignment or
release.
POSTPONEMENT OF PAYMENTS
Payments of any amount due from the VEL Account upon surrender, partial
withdrawals, or death of the Insured, as well as payments of a Policy loan and
transfers may be postponed whenever: (1) the New York Stock Exchange is closed
for other than customary weekend and holiday closings, or trading on the New
York Stock Exchange is restricted as determined by the SEC, or (2) an emergency
exists, as determined by the SEC, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to determine the
value of the VEL Account's net assets. Payments under the Policy of any amounts
derived from the premiums paid by check may be delayed until such time as the
check has cleared your bank.
The Company also reserves the right to defer payment of any amount due from the
General Account upon surrender, partial withdrawal, or death of the Insured, as
well as payments of policy loans and transfers from the General Account, for a
period not to exceed six months.
52
<PAGE>
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ---------------------------------- --------------------------------------------------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice President,
Director First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel, First
Secretary and Counsel Allmerica since 1991
Robert E. Bruce Director and Chief Information Officer of First
Director and Chief Information Allmerica since 1997; Vice President of First Allmerica
Officer since 1995; Corporate Manager, Digital Equipment
Corporation 1979 to 1995
John P. Kavanaugh
Director, Vice President and Director and Chief Investment Officer of First Allmerica
Chief Investment Officer since 1996; Vice President, First Allmerica since 1991
John F. Kelly Director since 1996; General Counsel since 1981, Senior
Director, Vice President and Vice President since 1986, and Assistant Secretary since
General Counsel 1991, all of First Allmerica
J. Barry May Director of First Allmerica since 1996; Director and
Director President, The Hanover Insurance Company since 1996;
Vice President, The Hanover Insurance Company, 1993 to
1996; General Manager, The Hanover Insurance Company
1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996; Director of
Director Citizens Insurance Company of America since 1992,
President since 1994, and CEO since 1996; Vice
President, First Allmerica 1982 to 1994 and Chief
Investment Officer, First Allmerica 1986 to 1994
John F. O'Brien
Director and Chairman of the Director, Chairman of the Board, President and Chief
Board Executive Officer, First Allmerica since 1989
Edward J. Parry, III
Director, Vice President and Director and Chief Financial Officer of First Allmerica
Chief Financial Officer and since 1996; Vice President and Treasurer, First
Treasurer Allmerica since 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice President,
Director, President and First Allmerica since 1990; Director, Allmerica
Chief Executive Officer Investments, Inc. since 1990; Director and President,
Allmerica Financial Investment Management Services, Inc.
since 1990
Eric A. Simonsen Director of First Allmerica since 1996; Vice President,
Director and Vice President First Allmerica since 1990; Chief Financial Officer,
First Allmerica 1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996; Vice President,
Director First Allmerica since 1987
</TABLE>
53
<PAGE>
DISTRIBUTION
Allmerica Investments, Inc., an indirect subsidiary of First Allmerica, acts as
the principal underwriter of the Policies pursuant to a Sales and Administrative
Services Agreement with the Company and the VEL Account. Allmerica Investments,
Inc. is registered with the SEC as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD"). The Policies are sold
by agents of the Company who are registered representatives of Allmerica
Investments, Inc. or of independent broker-dealers.
The Company pays commissions, based on a commission schedule, to registered
representatives who sell the Policy. After issue of the Policy or an increase in
Face Amount, commissions may be up to 35% of first-year premiums. Thereafter,
commissions may be up to 15% of any additional premiums. Alternative commission
schedules are available with lower initial commission amounts based on premium
payments, plus ongoing annual compensation of up to 0.50% of Policy Value.
Certain registered representatives, including registered representatives
enrolled in the Company's training program for new agents, may receive
additional first-year and renewal commissions and training reimbursements.
General Agents may also receive overriding commissions, which will not exceed
2.5% of first-year or 4% of renewal premiums.
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 Policies.
These services may include the recruitment and training of personnel,
productions of promotional literature, and similar services.
The Company intends to recoup the commission and other sales expense through a
combination of the deferred sales charge component of the anticipated surrender
and partial withdrawal charges, and the investment earnings on amounts allocated
to accumulate on a fixed basis in excess of the interest credited on fixed
accumulations by the Company. There is no additional charge to the Policyowner
or to the Separate Account. Any surrender charge assessed on a Policy will be
retained by the Company except for amounts it may pay to Allmerica Investments,
Inc. for services it performs and expenses it may incur as principal underwriter
and general distributor.
SERVICES
The Company receives fees from the investment advisers or other service
providers of certain Underlying Funds in return for providing certain services
to Policyowners. Currently, the Company receives service fees with respect to
the Fidelity VIP Overseas Portfolio, Fidelity VIP Equity-Income Portfolio,
Fidelity VIP Growth Portfolio, Fidelity VIP High Income Portfolio, and Fidelity
VIP II Asset Manager Portfolio, at an annual rate of 0.10% of the aggregate net
asset value, respectively, of the shares of such Underlying Funds held by the
VEL Account. With respect to the T. Rowe Price International Stock Portfolio,
the Company receives service fees at an annual rate of 0.15% per annum of the
aggregate net asset value of shares held by the VEL Account. The Company may in
the future render services for which it will receive compensation from the
investment advisers or other service providers of other Underlying Funds.
REPORTS
The Company will maintain the records relating to the VEL Account. You will be
promptly sent statements of significant transactions such as premium payments
(other than payments made pursuant to the MAP procedure), changes in specified
Face Amount, changes in Sum Insured Option, transfers among Sub-Accounts and the
General Account, partial withdrawals, increases in loan amount by you, loan
repayments, lapse, termination for any reason, and reinstatement. An annual
statement will also be sent to you within 30 days after a Policy anniversary.
The annual statement will summarize all of the above transactions and deductions
of charges during the Policy year. It will also set forth the status of the
Death Proceeds, Policy Value, Surrender Value, amounts in the Sub-Accounts and
General Account, and any Policy loan(s).
54
<PAGE>
In addition, you will be sent periodic reports containing financial statements
and other information for the VEL Account and the Underlying Funds as required
by the 1940 Act.
LEGAL PROCEEDINGS
There are no legal proceedings pending to which the VEL Account is a party, or
to which the assets of the VEL Account are subject. The Company is not involved
in any litigation that is of material importance in relation to its total assets
or that relates to the VEL Account.
FURTHER INFORMATION
A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted from this Prospectus pursuant to the rules and
regulations of the SEC. Statements contained in this Prospectus concerning the
Policy and other legal documents are summaries. The complete documents and
omitted information may be obtained from the SEC's principal office in
Washington, D.C., upon payment of the SEC's prescribed fees.
INDEPENDENT ACCOUNTANTS
The financial statements of the Company as of December 31, 1997 and 1996 and for
each of the two years in the period ended December 31, 1997, and the financial
statements of the VEL Account of the Company as of December 31, 1997 and for the
periods indicated, included in this Prospectus constituting part of this
Registration Statement, have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of the Company included herein should be considered
only as bearing on the ability of the Company to meet its obligations under the
Policies.
FEDERAL TAX CONSIDERATIONS
The effect of federal income taxes on the value of a Policy, on loans,
withdrawals, or surrenders, on death benefit payments, and on the economic
benefit to you or the Beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of the present
federal income tax laws as they are currently interpreted. From time to time
legislation is proposed which, if passed, could significantly, adversely and
possibly retroactively affect the taxation of the Policies. No representation is
made regarding the likelihood of continuation of current federal income tax laws
or of current interpretations by the IRS. Moreover, no attempt has been made to
consider any applicable state or other tax laws.
It should be recognized that the following summary of federal income tax aspects
of amounts received under the Policies is not exhaustive, does not purport to
cover all situations and is not intended as tax advice. Specifically, the
discussion below does not address certain tax provisions that may be applicable
if the Policyowner is a corporation or the trustee of an employee benefit plan.
A qualified tax adviser should always be consulted with regard to the
application of law to individual circumstances.
THE COMPANY AND THE VEL ACCOUNT
The Company is taxed as a life insurance company under Subchapter L of the Code,
and files a consolidated tax return with its parent and affiliates. The Company
does not expect to incur any income tax upon the earnings or realized capital
gains attributable to the VEL Account. Based on these expectations, no charge is
made for federal income taxes which may be attributable to the VEL Account.
The Company will review periodically the question of a charge to the VEL Account
for federal income taxes. Such a charge may be made in future years for any
federal income taxes incurred by the Company. This might
55
<PAGE>
become necessary if the tax treatment of the Company is ultimately determined to
be other than what the Company believes it to be, if there are changes made in
the federal income tax treatment of variable life insurance at the Company
level, or if there is a change in the Company's tax status. Any such charge
would be designed to cover the federal income taxes attributable to the
investment results of the VEL Account.
Under current laws the Company may also 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 applicable state or local tax laws, charges may
be made for such taxes paid, or reserves for such taxes, attributable to the VEL
Account.
TAXATION OF THE POLICIES
The Company believes that the Policies described in this Prospectus will be
considered life insurance contracts under Section 7702 of the Code, which
generally provides for the taxation of life insurance policies and places
limitations on the relationship of the policy value to the insurance amount at
risk. As a result, the death proceeds payable are excludable from the gross
income of the beneficiary. Moreover, any increase in policy value is not taxable
until received by the Policyowner or the Policyowner's designee. But see
"Modified Endowment Contracts."
The Code also requires that the investment of each Sub-Account be adequately
diversified in accordance with Treasury regulations in order to be treated as a
life insurance policy for tax purposes. Although the Company does not have
control over the investments of the Underlying Funds, the Company believes that
the Underlying Funds currently meet the Treasury's diversification requirements,
and the Company will monitor continued compliance with these requirements. In
connection with the issuance of previous regulations relating to diversification
requirements, the Treasury Department announced that such regulations do not
provide guidance concerning the extent to which Policyowners may direct their
investments to particular divisions of a separate account. Regulations in this
regard may be issued in the future. It is possible that if and when regulations
are issued, the Policies may need to be modified to comply with such
regulations. For these reasons, the Policies or the Company's administrative
rules may be modified as necessary to prevent a Policyowner from being
considered the owner of the assets of the VEL Account.
Depending upon the circumstances, a surrender, partial withdrawal, change in the
Sum Insured Option, change in the Face Amount, lapse with Policy loan
outstanding, or assignment of the Policy may have tax consequences. In
particular, under specified conditions, a distribution under the Policy during
the first 15 years from Date of Issue that reduces future benefits under the
Policy will be taxed to the Policyowner as ordinary income to the extent of any
investment earnings in the Policy. Federal, state and local income, estate,
inheritance, and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Insured, Policyowner or
Beneficiary.
POLICY LOANS
The Company believes that non-preferred loans received under the Policy will be
treated as an indebtedness of the Policyowner for federal income tax purposes.
Under current law, these loans will not constitute income for the Policyowner
while the Policy is in force (but see "Modified Endowment Contracts"). There is
a risk, however, that a preferred loan may be characterized by the IRS as a
withdrawal and taxed accordingly. At the present time, the IRS has not issued
any guidance on whether loans with the attributes of a preferred loan should be
treated differently than a non-preferred loan. This lack of specific guidance
makes the tax treatment of preferred loans uncertain. In the event IRS
guidelines are issued in the future, you may revoke your request for a preferred
loan.
Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up
56
<PAGE>
to $50,000 related to any policies covering the greater of (1) five individuals,
or (2) the lesser of (a) 5% of the total number of officers and employees of the
corporation, or (b) 20 individuals.
MODIFIED ENDOWMENT CONTRACTS
The Technical and Miscellaneous Revenue Act of 1988 ("1988 Act") adversely
affects the tax treatment of distributions under so-called "modified endowment
contracts." Under the Act, any life insurance policy, including a Policy offered
by this Prospectus, that fails to satisfy a "seven-pay" test is considered a
modified endowment contract. A policy fails to satisfy the seven-pay test if the
cumulative premiums paid under the policy at any time during the first seven
policy years exceed the sum of the net level premiums that would have been paid,
had the policy provided for paid-up future benefits after the payment of seven
level premiums.
If a policy is considered a modified endowment contract, all distributions under
the policy will be taxed on an "income first" basis. Most distributions received
by a policyowner directly or indirectly (including loans, withdrawals, partial
surrenders, or the assignment or pledge of any portion of the value of the
policy) will be includible in gross income to the extent that the cash surrender
value of the policy exceeds the policyowner's investment in the contract. Any
additional amounts will be treated as a return of capital to the extent of the
Policyowner's basis in the Policy. With certain exceptions, an additional 10%
tax will be imposed on the portion of any distribution that is includible in
income. All modified endowment contracts issued by the same insurance company to
the same policyowner during any 12-month period will be treated as a single
modified endowment contract in determining taxable distributions.
Currently, each Policy is reviewed when premiums are received to determine if it
satisfies the seven-pay test. If the Policy does not satisfy the seven-pay test,
the Company will notify the Policyowner of the option of requesting a refund of
the excess premium. The refund process must be completed within 60 days after
the Policy anniversary, or the Policy will be permanently classified as a
modified endowment contract.
MORE INFORMATION ABOUT THE GENERAL ACCOUNT
As discussed earlier, you may allocate Net Premiums and transfer Policy Value to
the General Account. Because of exemption and exclusionary provisions in the
securities law, any amount in the General Account is not generally subject to
regulation under the provisions of the 1933 Act or the 1940 Act. Accordingly,
the disclosures in this section have not been reviewed by the SEC. Disclosures
regarding the fixed portion of the Policy and the General Account may, however,
be subject to certain generally applicable provisions of the federal securities
laws concerning the accuracy and completeness of statements made in
prospectuses.
GENERAL DESCRIPTION
The General Account of the Company is made up of all of the general assets of
the Company other than those allocated to any Separate Account. Allocations to
the General Account become part of the assets of the Company, and are used to
support insurance and annuity obligations. Subject to applicable law, the
Company has sole discretion over the investment of assets of the General
Account.
A portion or all of Net Premiums may be allocated or transferred to accumulate
at a fixed rate of interest in the General Account. Such net amounts are
guaranteed by the Company as to principal and a minimum rate of interest. The
allocation or transfer of funds to the General Account does not entitle you to
share in the investment experience of the General Account.
GENERAL ACCOUNT VALUE
The Company bears the full investment risk for amounts allocated to the General
Account and guarantees that interest credited to each Policyowner's Policy Value
in the General Account will not be less than an annual rate of 4% ("Guaranteed
Minimum Rate").
57
<PAGE>
The Company may, AT ITS SOLE DISCRETION, credit a higher rate of interest
("excess interest"), although it is not obligated to credit interest in excess
of 4% per year, and might not do so. However, the excess interest rate, if any,
in effect on the date a premium is received at the Principal Office is
guaranteed on that premium for one year, unless the Policy Value associated with
the premium becomes security for a Policy loan.
AFTER SUCH INITIAL ONE-YEAR GUARANTEE OF INTEREST ON NET PREMIUM, ANY INTEREST
CREDITED ON THE POLICY VALUE IN THE GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED
MINIMUM RATE PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY.
THE POLICYOWNER ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE
GUARANTEED MINIMUM RATE.
Even if excess interest is credited to accumulated value in the General Account,
no excess interest will be credited to that portion of the Policy Value which is
equal to Debt. However, such Policy Value will be credited interest at an
effective annual yield of at least 6%.
The Company guarantees that, on each Monthly Payment Date, the Policy Value in
the General Account will be the amount of the Net Premiums allocated or Policy
Value transferred to the General Account, plus interest at an annual rate of 4%
per year, plus any excess interest which the Company credits, less the sum of
all Policy charges allocable to the General Account and any amounts deducted
from the General Account in connection with loans, partial withdrawals,
surrenders or transfers.
THE POLICY
This Prospectus describes a flexible premium variable life insurance policy, and
is generally intended to serve as a disclosure document only for the aspects of
the Policy relating to the VEL Account. For complete details regarding the
General Account, see the Policy itself.
TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS
If a Policy is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge, as applicable, is imposed if such event
occurs before the Policy, or an increase in Face Amount, has been in force for
ten policy years. In the event of a decrease in Face Amount, the surrender
charge deducted is a fraction of the charge that would apply to a full surrender
of the Policy. Partial withdrawals are made on a last-in/first-out basis from
Policy Value allocated to the General Account.
The first 12 transfers in a Policy year are free of charge. Thereafter, a $10
transfer charge will be deducted for each transfer in that Policy year. The
transfer privilege is subject to the consent of the Company and to the Company's
then current rules.
Policy loans may also be made from the Policy Value in the General Account.
Transfers, surrenders, partial withdrawals, Death Proceeds and Policy loans
payable from the General Account may be delayed up to six months. If payment is
delayed for 30 days or more, however, the Company will pay interest at least
equal to an effective annual yield of 3.5% per year for the period of deferment.
Amounts from the General Account used to pay premiums on policies with the
Company will not be delayed.
FINANCIAL STATEMENTS
Financial Statements for the VEL Account and the Company are included in this
Prospectus beginning immediately after this section. The financial statements of
the Company which are included in this Prospectus should be considered only as
bearing on the ability of the Company to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance of the
assets held in the VEL Account.
58
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
Allmerica Financial Life Insurance and Annuity Company
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of shareholder's equity, and of cash flows
present fairly, in all material respects, the financial position of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1997 and 1996, and
the results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 3, 1998
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
REVENUES
Premiums.................................................. $ 22.8 $ 32.7
Universal life and investment product policy fees....... 212.2 176.2
Net investment income................................... 164.2 171.7
Net realized investment gains (losses).................. 2.9 (3.6)
Other income............................................ 1.4 0.9
------- -------
Total revenues...................................... 403.5 377.9
------- -------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss adjustment
expenses.............................................. 187.8 192.6
Policy acquisition expenses............................. 2.8 49.9
Loss from cession of disability income business......... 53.9 --
Other operating expenses................................ 101.3 86.6
------- -------
Total benefits, losses and expenses................. 345.8 329.1
------- -------
Income before federal income taxes.......................... 57.7 48.8
------- -------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current................................................. 13.9 26.9
Deferred................................................ 7.1 (9.8)
------- -------
Total federal income tax expense.................... 21.0 17.1
------- -------
Net income.................................................. $ 36.7 $ 31.7
------- -------
------- -------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-1
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ --------- --------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,340.5 and $1,660.2)................................ $ 1,402.5 $1,698.0
Equity securities at fair value (cost of $34.4 and
$33.0)................................................ 54.0 41.5
Mortgage loans.......................................... 228.2 221.6
Real estate............................................. 12.0 26.1
Policy loans............................................ 140.1 131.7
Other long term investments............................. 20.3 7.9
--------- --------
Total investments................................... 1,857.1 2,126.8
--------- --------
Cash and cash equivalents................................. 31.1 18.8
Accrued investment income................................. 34.2 37.7
Deferred policy acquisition costs......................... 765.3 632.7
Reinsurance receivables on paid and unpaid losses,
benefits and unearned premiums.......................... 251.1 81.5
Other assets.............................................. 10.7 8.2
Separate account assets................................... 7,567.3 4,524.0
--------- --------
Total assets........................................ $10,516.8 $7,429.7
--------- --------
--------- --------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.................................. $ 2,097.3 $2,171.3
Outstanding claims, losses and loss adjustment
expenses.............................................. 18.5 16.1
Unearned premiums....................................... 1.8 2.7
Contractholder deposit funds and other policy
liabilities........................................... 32.5 32.8
--------- --------
Total policy liabilities and accruals............... 2,150.1 2,222.9
--------- --------
Expenses and taxes payable................................ 77.6 77.3
Reinsurance premiums payable.............................. 4.9 --
Deferred federal income taxes............................. 75.9 60.2
Separate account liabilities.............................. 7,567.3 4,523.6
--------- --------
Total liabilities................................... 9,875.8 6,884.0
--------- --------
Commitments and contingencies (Note 13)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares authorized,
2,521 and 2,518 shares issued and outstanding........... 2.5 2.5
Additional paid in capital................................ 386.9 346.3
Unrealized appreciation on investments, net............... 38.5 20.5
Retained earnings......................................... 213.1 176.4
--------- --------
Total shareholder's equity.......................... 641.0 545.7
--------- --------
Total liabilities and shareholder's equity.......... $10,516.8 $7,429.7
--------- --------
--------- --------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
COMMON STOCK
Balance at beginning of period.......................... $ 2.5 $ 2.5
Issued during year...................................... -- --
------- -------
Balance at end of period................................ 2.5 2.5
------- -------
ADDITIONAL PAID IN CAPITAL
Balance at beginning of period.......................... 346.3 324.3
Contribution from Parent................................ 40.6 22.0
------- -------
Balance at end of period................................ 386.9 346.3
------- -------
RETAINED EARNINGS
Balance at beginning of period.......................... 176.4 144.7
Net income.............................................. 36.7 31.7
------- -------
Balance at end of period................................ 213.1 176.4
------- -------
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period.......................... 20.5 23.8
Net appreciation (depreciation) on available for sale
securities............................................ 27.0 (5.1)
(Provision) benefit for deferred federal income taxes... (9.0) 1.8
------- -------
Balance at end of period................................ 38.5 20.5
------- -------
Total shareholder's equity.......................... $ 641.0 $ 545.7
------- -------
------- -------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................................. $ 36.7 $ 31.7
Adjustments to reconcile net income to net cash used in
operating activities:
Net realized gains.................................. (2.9) 3.6
Net amortization and depreciation................... -- 3.5
Loss from cession of disability income business..... 53.9 --
Deferred federal income taxes....................... 7.1 (9.8)
Payment related to cession of disability income
business.......................................... (207.0) --
Change in deferred acquisition costs................ (181.3) (66.8)
Change in premiums and notes receivable, net of
reinsurance payable............................... 3.9 (0.2)
Change in accrued investment income................. 3.5 1.2
Change in policy liabilities and accruals, net...... (72.4) (39.9)
Change in reinsurance receivable.................... 22.1 (1.5)
Change in expenses and taxes payable................ 0.2 32.3
Separate account activity, net...................... 0.4 10.5
Other, net.......................................... (7.5) (0.2)
------- -------
Net used in operating activities................ (343.3) (35.6)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities of
available-for-sale fixed maturities................... 909.7 809.4
Proceeds from disposals of equity securities............ 2.4 1.5
Proceeds from disposals of other investments............ 23.7 17.4
Proceeds from mortgages matured or collected............ 62.9 34.0
Purchase of available-for-sale fixed maturities......... (579.7) (795.8)
Purchase of equity securities........................... (3.2) (13.2)
Purchase of other investments........................... (79.4) (36.2)
Other investing activities, net......................... -- (2.0)
------- -------
Net cash provided by investing activities........... 336.4 15.1
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and capital paid in..... 19.2 22.0
------- -------
Net cash provided by financing activities........... 19.2 22.0
------- -------
Net change in cash and cash equivalents..................... 12.3 1.5
Cash and cash equivalents, beginning of period.............. 18.8 17.3
------- -------
Cash and cash equivalents, end of period.................... $ 31.1 $ 18.8
------- -------
------- -------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................................... $ -- $ 3.4
Income taxes paid....................................... $ 5.4 $ 16.5
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of SMA Financial Corporation ("SMAFCO"), which is wholly owned by
First Allmerica Financial Life Insurance Company ("FAFLIC"). FAFLIC is a
wholly-owned subsidiary of Allmerica Financial Corporation ("AFC").
The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company and its results of operations
for the month of December, 1997. Somerset Square, Inc. was transferred from
SMAFCO effective November 30, 1997. (See Significant Transactions.)
The Statutory stockholder's equity of the Company is being maintained at a
minimum level of 5% of general account assets by FAFLIC in accordance with a
policy established by vote of FAFLIC's Board of Directors.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Certain reclassifications have been
made to the 1996 financial statements in order to conform to the 1997
presentation.
B. VALUATION OF INVESTMENTS
In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES", the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and reevaluates such designation as of each balance sheet date.
Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and reserves. Reserves on mortgage loans are based on
losses expected by management to be realized on transfers of mortgage loans to
real estate (upon foreclosure), on the disposition or settlement of mortgage
loans and on mortgage loans which management believes may not be collectible in
full. In establishing reserves, management considers, among other things, the
estimated fair value of the underlying collateral.
Fixed maturities and mortgage loans that are delinquent are placed on
non-accrual status, and thereafter interest income is recognized only when cash
payments are received.
Policy loans are carried principally at unpaid principal balances.
During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result of this decision real estate held by the
Company and real estate joint ventures were written down to the estimated fair
value less cost to sell. Depreciation is not recorded on these assets while they
are held for disposal.
Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other-than-temporary impairment of the value of a specific
investment
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
or a group of investments is determined, a realized investment loss is recorded.
Changes in the valuation allowance for mortgage loans and real estate are
included in realized investment gains or losses.
C. FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions involving
various types of financial instruments, including debt, investments such as
fixed maturities, mortgage loans and equity securities, and investment and loan
commitments. These instruments involve credit risk and also may be subject to
risk of loss due to interest rate fluctuation. The Company evaluates and
monitors each financial instrument individually and, when appropriate, obtains
collateral or other security to minimize losses.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
E. DEFERRED POLICY ACQUISITION COSTS
Acquisition costs consist of commissions, underwriting costs and other costs,
which vary with, and are primarily related to, the production of revenues.
Acquisition costs related to universal life products, variable annuities and
contractholder deposit funds are deferred and amortized in proportion to total
estimated gross profits from investment yields, mortality, surrender charges and
expense margins over the expected life of the contracts. This amortization is
reviewed annually and adjusted retrospectively when the Company revises its
estimate of current or future gross profits to be realized from this group of
products, including realized and unrealized gains and losses from investments.
Acquisition costs related to fixed annuities and other life insurance products
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the estimated total revenues over the contract periods based upon the
same assumptions used in estimating the liability for future policy benefits.
Deferred acquisition costs for each product are reviewed to determine if they
are recoverable from future income, including investment income. If such costs
are determined to be unrecoverable, they are expensed at the time of
determination. Although realization of deferred policy acquisition costs is not
assured, management believes it is more likely than not that all of these costs
will be realized. The amount of deferred policy acquisition costs considered
realizable, however, could be reduced in the near term if the estimates of gross
profits or total revenues discussed above are reduced. The amount of
amortization of deferred policy acquisition costs could be revised in the near
term if any of the estimates discussed above are revised.
F. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of certain pension, variable annuity
and variable life insurance contractholders. Assets consist principally of
bonds, common stocks, mutual funds, and short-term obligations at market value.
The investment income, gains, and losses of these accounts generally accrue to
the contractholders and, therefore, are not included in the Company's net
income. Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholder's equity or net investment income.
G. POLICY LIABILITIES AND ACCRUALS
Future policy benefits are liabilities for life, health and annuity products.
Such liabilities are established in amounts adequate to meet the estimated
future obligations of policies in force. The liabilities associated with
traditional life insurance products are computed using the net level premium
method for individual life and annuity policies, and are based upon estimates as
to future investment yield, mortality and withdrawals that
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
include provisions for adverse deviation. Future policy benefits for individual
life insurance and annuity policies are computed using interest rates ranging
from 2 1/2% to 6% for life insurance and 2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life include
deposits received from customers and investment earnings on their fund balances,
less administrative charges. Universal life fund balances are also assessed
mortality and surrender charges. Individual health benefit liabilities for
active lives are estimated using the net level premium method, and assumptions
as to future morbidity, withdrawals and interest which provide a margin for
adverse deviation. Benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to claim
terminations, expenses and interest.
Liabilities for outstanding claims, losses and loss adjustment expenses are
estimates of payments to be made for reported claims and estimates of claims
incurred but not reported. These liabilities are determined using case basis
evaluations and statistical analyses and represent estimates of the ultimate
cost of all claims incurred but not paid. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.
Premiums for individual accident and health insurance are reported as earned on
a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
Contractholder deposit funds and other policy liabilities include
investment-related products and consist of deposits received from customers and
investment earnings on their fund balances.
All policy liabilities and accruals are based on the various estimates discussed
above. Although the adequacy of these amounts cannot be assured, management
believes that it is more likely than not that policy liabilities and accruals
will be sufficient to meet future obligations of policies in force. The amount
of liabilities and accruals, however, could be revised in the near term if the
estimates discussed above are revised.
H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES
Premiums for individual life and health insurance and individual annuity
products, excluding universal life and investment-related products, are
considered revenue when due. Individual accident and health insurance premiums
are recognized as revenue over the related contract periods. Benefits, losses
and related expenses are matched with premiums, resulting in their recognition
over the lives of the contracts. This matching is accomplished through the
provision for future benefits, estimated and unpaid losses and amortization of
deferred policy acquisition costs. Revenues for investment-related products
consist of net investment income and contract charges assessed against the fund
values. Related benefit expenses primarily consist of net investment income
credited to the fund values after deduction for investment and risk charges.
Revenues for universal life and group variable universal life products consist
of net investment income, and mortality, administration and surrender charges
assessed against the fund values. Related benefit expenses include universal
life benefits in excess of fund values and net investment income credited to
universal life fund values. Certain policy charges that represent compensation
for services to be provided in future periods are deferred and amortized over
the period benefited using the same assumptions used to amortize capitalized
acquisition costs.
I. FEDERAL INCOME TAXES
AFC, its life insurance subsidiaries, FAFLIC and AFLIAC, and its non-life
insurance domestic subsidiaries file a life-nonlife consolidated United States
Federal income tax return. Entities included within the consolidated group are
segregated into either a life insurance or non-life insurance company subgroup.
The
F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
consolidation of these subgroups is subject to certain statutory restrictions on
the percentage of eligible non-life insurance company taxable operating losses
that can be applied to offset life insurance company taxable income. Allmerica
P&C and its subsidiaries will be included in the AFC consolidated return as part
of the non-life insurance company subgroup for the period July 17, 1997 through
December 31, 1997. For the period January 1, 1997 through July 16, 1997,
Allmerica P&C and its subsidiaries will file a separate consolidated United
States Federal income tax return.
The Board of Directors has delegated to AFC management, the development and
maintenance of appropriate Federal Income Tax allocation policies and
procedures, which are subject to written agreement between the companies. The
Federal income tax for all subsidiaries in the consolidated return of AFC is
calculated on a separate return basis. Any current tax liability is paid to AFC.
Tax benefits resulting from taxable operating losses or credits of AFC's
subsidiaries are not reimbursed to the subsidiary until such losses or credits
can be utilized by the subsidiary on a separate return basis.
Deferred income taxes are generally recognized when assets and liabilities have
different values for financial statement and tax reporting purposes, and for
other temporary taxable and deductible differences as defined by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109). These differences result primarily from loss reserves, policy acquisition
expenses, and unrealized appreciation/depreciation on investments.
J. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued Statement No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. This statement establishes standards for
the way that public enterprises report information about operating segments in
annual financial statements and requires that selected information about those
operating segments be reported in interim financial statements. This statement
supersedes Statement No. 14, FINANCIAL REPORTING FOR SEGMENTS OF A BUSINESS
ENTERPRISE. Statement No. 131 requires that all public enterprises report
financial and descriptive information about their reportable operating segments.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for fiscal years beginning
after December 15, 1997. The Company anticipates no impact from the adoption of
Statement No. 131.
In June 1997, the FASB also issued Statement No. 130, REPORTING COMPREHENSIVE
INCOME, which established standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. All items that are required to be recognized under
accounting standards as components of comprehensive income are to be reported in
a financial statement that is displayed with the same prominence as other
financial statements. This statement stipulates that comprehensive income
reflect the change in equity of an enterprise during a period from transactions
and other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
anticipates that the adoption of Statement No. 130 will result primarily in
reporting the changes in unrealized gains and losses on investments in debt and
equity securities in comprehensive income.
2. SIGNIFICANT TRANSACTIONS
On April 14, 1997, the Company entered into an agreement in principle to
transfer the Company's individual disability income under a 100% coinsurance
agreement to Metropolitan Life Insurance Company. The coinsurance agreement
became effective October 1, 1997. The transaction has resulted in the
recognition of a $53.9 million pre-tax loss in the first quarter of 1997.
F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
During the 4th quarter of 1997, SMAFCO contributed $40.6 million of additional
paid in capital to the Company. The nature of the contribution was $19.2 million
in cash and $21.4 million in other assets including Somerset Square, Inc.
Effective January 1, 1998, the Company entered into an agreement with
Reinsurance Group of America, Inc. to reinsure the mortality risk on the
universal life and variable universal life blocks of business. Management
believes that this agreement will not have a material effect on the results of
operations or financial position of the Company.
3. INVESTMENTS
A. SUMMARY OF INVESTMENTS
The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of SFAS No. 115.
The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:
<TABLE>
<CAPTION>
1997
----------------------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 6.3 $ .5 $ -- $ 6.8
States and political subdivisions....... 2.8 .2 -- 3.0
Foreign governments..................... 50.1 2.0 -- 52.1
Corporate fixed maturities.............. 1,147.5 58.7 3.3 1,202.9
Mortgage-backed securities.............. 133.8 5.2 1.3 137.7
------------ ----- ----- -----------
Total fixed maturities
available-for-sale..................... $ 1,340.5 $ 66.6 $ 4.6 $ 1,402.5
------------ ----- ----- -----------
Equity securities....................... $ 34.4 $ 19.9 $ 0.3 $ 54.0
------------ ----- ----- -----------
------------ ----- ----- -----------
1996
----------------------------------------------------------
U.S. Treasury securities and U.S.
government and agency securities....... $ 15.7 $ 0.5 $ 0.2 $ 16.0
States and political subdivisions....... 8.9 1.6 -- 10.5
Foreign governments..................... 53.2 2.9 -- 56.1
Corporate fixed maturities.............. 1,437.2 38.6 6.1 1,469.7
Mortgage-backed securities.............. 145.2 2.2 1.7 145.7
------------ ----- ----- -----------
Total fixed maturities
available-for-sale..................... $ 1,660.2 $ 45.8 $ 8.0 $ 1,698.0
------------ ----- ----- -----------
Equity securities....................... $ 33.0 $ 10.2 $ 1.7 $ 41.5
------------ ----- ----- -----------
------------ ----- ----- -----------
</TABLE>
(1) Amortized cost for fixed maturities and cost for equity securities.
In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1997, the amortized
cost and market value of these assets on deposit were $276.8 million and $291.7
million, respectively. At December 31, 1996, the amortized cost and market value
of these assets on deposit were $284.9 million and $292.2 million, respectively.
In
F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
addition, fixed maturities, excluding those securities on deposit in New York,
with an amortized cost of $4.2 million were on deposit with various state and
governmental authorities at December 31, 1997 and 1996.
There were no contractual fixed maturity investment commitments at December 31,
1997 and 1996, respectively.
The amortized cost and fair value by maturity periods for fixed maturities are
shown below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties, or the Company may have the right to put or sell the
obligations back to the issuers. Mortgage backed securities are included in the
category representing their ultimate maturity.
<TABLE>
<CAPTION>
1997
----------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------------------------------------------------------ ---------- ---------
<S> <C> <C>
Due in one year or less..................................... $ 63.0 $ 63.5
Due after one year through five years....................... 328.8 343.9
Due after five years through ten years...................... 649.5 679.9
Due after ten years......................................... 299.2 315.2
---------- ---------
Total....................................................... $ 1,340.5 $ 1,402.5
---------- ---------
---------- ---------
</TABLE>
The proceeds from voluntary sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:
<TABLE>
<CAPTION>
PROCEEDS
FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
- ------------------------------------------------------------ ------------ ------ ---------
<S> <C> <C> <C>
1997
Fixed maturities............................................ $ 702.9 $ 11.4 $ 5.0
Equity securities........................................... $ 1.3 $ 0.5 $ --
1996
Fixed maturities............................................ $ 496.6 $ 4.3 $ 8.3
Equity securities........................................... $ 1.5 $ 0.4 $ 0.1
</TABLE>
Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:
<TABLE>
<CAPTION>
EQUITY
SECURITIES
FOR THE YEAR ENDED DECEMBER 31, FIXED AND OTHER
(IN MILLIONS) MATURITIES (1) TOTAL
- ------------------------------------------------------------ ------------ ----------- ---------
<S> <C> <C> <C>
1997
Net appreciation, beginning of year......................... $ 12.7 $ 7.8 $ 20.5
Net appreciation on available-for-sale securities........... 24.3 12.5 36.8
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ (9.8) -- (9.8)
Provision for deferred federal income taxes................. (5.1) (3.9) (9.0)
----- ----- ---------
9.4 8.6 18.0
----- ----- ---------
Net appreciation, end of year............................... $ 22.1 $ 16.4 $ 38.5
----- ----- ---------
----- ----- ---------
</TABLE>
(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.
F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
EQUITY
SECURITIES
FOR THE YEAR ENDED DECEMBER 31, 1996 FIXED AND OTHER
(IN MILLIONS) MATURITIES (1) TOTAL
- ------------------------------------------------------------ ------------ --------- ---------
<S> <C> <C> <C>
Net appreciation, beginning of year......................... $ 20.4 $ 3.4 $ 23.8
Net (depreciation) appreciation on available-for-sale
securities................................................. (20.8) 6.7 (14.1)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 9.0 -- 9.0
Benefit (provision) for deferred federal income taxes....... 4.1 (2.3) 1.8
------ --------- ---------
(7.7) 4.4 (3.3)
------ --------- ---------
Net appreciation, end of year............................... $ 12.7 $ 7.8 $ 20.5
------ --------- ---------
------ --------- ---------
</TABLE>
(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.
B. MORTGAGE LOANS AND REAL ESTATE
AFLIAC's mortgage loans and real estate are diversified by property type and
location. Real estate investments have been obtained primarily through
foreclosure. Mortgage loans are collateralized by the related properties and
generally are no more than 75% of the property's value at the time the original
loan is made.
The carrying values of mortgage loans and real estate investments net of
applicable reserves were as follows:
<TABLE>
<CAPTION>
DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Mortgage loans.............................................. $ 228.2 $ 221.6
Real estate:
Held for sale............................................. 12.0 26.1
Held for production of income............................. -- --
------- -------
Total real estate....................................... $ 12.0 $ 26.1
------- -------
Total mortgage loans and real estate........................ $ 240.2 $ 247.7
------- -------
------- -------
</TABLE>
Reserves for mortgage loans were $9.4 million and $9.5 million at December 31,
1997 and 1996, respectively.
During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result, real estate assets with a carrying
amount of $15.7 million were written down to the estimated fair value less cost
to sell of $12.0 million, and a net realized investment loss of $3.7 million was
recognized. Depreciation is not recorded on these assets while they are held for
disposal.
There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1997. During 1996, non-cash investing
activities included real estate acquired through foreclosure of mortgage loans,
which had a fair value of $0.9 million.
At December 31, 1997, contractual commitments to extend credit under commercial
mortgage loan agreements amounted to approximately $18.7 million. These
commitments generally expire within one year.
F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Mortgage loans and real estate investments comprised the following property
types and geographic regions:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Property type:
Office building........................................... $ 101.7 $ 86.1
Residential............................................... 19.3 39.0
Retail.................................................... 42.2 55.9
Industrial/warehouse...................................... 61.9 52.6
Other..................................................... 24.5 25.3
Valuation allowances...................................... (9.4) (11.2)
------- -------
Total....................................................... $ 240.2 $ 247.7
------- -------
------- -------
Geographic region:
South Atlantic............................................ $ 68.7 $ 72.9
Pacific................................................... 56.6 37.0
East North Central........................................ 61.4 58.3
Middle Atlantic........................................... 29.8 35.0
West South Central........................................ 6.9 5.7
New England............................................... 12.4 21.9
Other..................................................... 13.8 28.1
Valuation allowances...................................... (9.4) (11.2)
------- -------
Total....................................................... $ 240.2 $ 247.7
------- -------
------- -------
</TABLE>
At December 31, 1997, scheduled mortgage loan maturities were as follows: 1998
- -- $52.0 million; 1999 -- $17.1 million; 2000 -- $46.3 million; 2001 -- $7.0
million; 2002 -- $11.7 million; and $94.1 million thereafter. Actual maturities
could differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties and loans may be
refinanced. During 1997, the Company did not refinance any mortgage loans based
on terms which differed from those granted to new borrowers.
C. INVESTMENT VALUATION ALLOWANCES
Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the balance sheet and changes thereto
are shown below.
<TABLE>
<CAPTION>
BALANCE
BALANCE AT
FOR THE YEAR ENDED DECEMBER 31, AT DECEMBER
(IN MILLIONS) JANUARY 1 ADDITIONS DEDUCTIONS 31
- ------------------------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
1997
Mortgage loans.............................................. $ 9.5 $ 1.1 $ 1.2 $ 9.4
Real estate................................................. 1.7 3.7 5.4 --
--------- --- --- ---------
Total................................................... $ 11.2 $ 4.8 $ 6.6 $ 9.4
--------- --- --- ---------
--------- --- --- ---------
1996
Mortgage loans.............................................. $ 12.5 $ 4.5 $ 7.5 $ 9.5
Real estate................................................. 2.1 -- 0.4 1.7
--------- --- --- ---------
Total................................................... $ 14.6 $ 4.5 $ 7.9 $ 11.2
--------- --- --- ---------
--------- --- --- ---------
</TABLE>
F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Deductions of $5.4 million to the investment valuation allowance related to real
estate in 1997 primarily reflect writedowns to the estimated fair value less
cost to sell pursuant to the aforementioned 1997 plan of disposal.
The carrying value of impaired loans was $20.6 million and $21.5 million, with
related reserves of $7.1 million and $7.3 million as of December 31, 1997 and
1996, respectively. All impaired loans were reserved as of December 31, 1997 and
1996.
The average carrying value of impaired loans was $19.8 million and $26.3
million, with related interest income while such loans were impaired of $2.2
million and $3.4 million as of December 31, 1997 and 1996, respectively.
D. OTHER
At December 31, 1997, AFLIAC had no concentration of investments in a single
investee exceeding 10% of shareholder's equity.
4. INVESTMENT INCOME AND GAINS AND LOSSES
A. NET INVESTMENT INCOME
The components of net investment income were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Fixed maturities............................................ $ 130.0 $ 137.2
Mortgage loans.............................................. 20.4 22.0
Equity securities........................................... 1.3 0.7
Policy loans................................................ 10.8 10.2
Real estate................................................. 3.9 6.2
Other long-term investments................................. 1.0 0.8
Short-term investments...................................... 1.4 1.4
------- -------
Gross investment income..................................... 168.8 178.5
Less investment expenses.................................... (4.6) (6.8)
------- -------
Net investment income....................................... $ 164.2 $ 171.7
------- -------
------- -------
</TABLE>
At December 31, 1997, mortgage loans on non-accrual status were $2.8 million,
which were all restructured loans. There were no fixed maturities on non-accrual
status at December 31, 1997. The effect of non-accruals, compared with amounts
that would have been recognized in accordance with the original terms of the
investment, had no impact in 1997, and reduced net income by $0.1 million in
1996.
The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $21.1 million and $25.4 million at December 31, 1997 and 1996,
respectively. Interest income on restructured mortgage loans that would have
been recorded in accordance with the original terms of such loans amounted to
$1.9 million and $3.6 million in 1997 and 1996, respectively. Actual interest
income on these loans included in net investment income aggregated $2.1 million
and $2.2 million in 1997 and 1996, respectively.
There were no fixed maturities or mortgage loans which were non-income producing
for the twelve months ended December 31, 1997.
F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
B. REALIZED INVESTMENT GAINS AND LOSSES
Realized gains (losses) on investments were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Fixed maturities............................................ $ 3.0 $ (3.3)
Mortgage loans.............................................. (1.1) (3.2)
Equity securities........................................... 0.5 0.3
Real estate................................................. (1.5) 2.5
Other....................................................... 2.0 0.1
------- -------
Net realized investment losses.............................. $ 2.9 $ (3.6)
------- -------
------- -------
</TABLE>
5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about certain financial instruments
(insurance contracts, real estate, goodwill and taxes are excluded) for which it
is practicable to estimate such values, whether or not these instruments are
included in the balance sheet. The fair values presented for certain financial
instruments are estimates which, in many cases, may differ significantly from
the amounts which could be realized upon immediate liquidation. In cases where
market prices are not available, estimates of fair value are based on discounted
cash flow analyses which utilize current interest rates for similar financial
instruments which have comparable terms and credit quality.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
CASH AND CASH EQUIVALENTS
For these short-term investments, the carrying amount approximates fair value.
FIXED MATURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.
EQUITY SECURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models.
MORTGAGE LOANS
Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.
F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
REINSURANCE RECEIVABLES
The carrying amount of the reinsurance receivable for outstanding claims, losses
and loss adjustment expenses reported in the balance sheet approximates fair
value.
POLICY LOANS
The carrying amount reported in the balance sheet approximates fair value since
policy loans have no defined maturity dates and are inseparable from the
insurance contracts.
INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)
Fair values for the Company's liabilities under investment type contracts are
estimated based on current surrender values.
The estimated fair values of the financial instruments were as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------- ---------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------------------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 31.1 $ 31.1 $ 18.8 $ 18.8
Fixed maturities.......................................... 1,402.5 1,402.5 1,698.0 1,698.0
Equity securities......................................... 54.0 54.0 41.5 41.5
Mortgage loans............................................ 228.2 239.8 221.6 229.3
Policy loans.............................................. 140.1 140.1 131.7 131.7
Reinsurance receivables................................... 251.1 251.1 72.5 72.5
--------- --------- --------- ---------
$ 2,107.0 $ 2,118.6 $ 2,184.1 $ 2,191.8
--------- --------- --------- ---------
--------- --------- --------- ---------
FINANCIAL LIABILITIES
Individual annuity contracts.............................. 876.0 850.6 910.2 885.9
Supplemental contracts without life contingencies......... 15.3 15.3 15.9 15.9
Other individual contract deposit funds................... 0.3 0.3 0.3 0.3
--------- --------- --------- ---------
$ 891.6 $ 866.2 $ 926.4 $ 902.1
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
6. DEBT
In 1997 the Company incurred no debt. During 1996, the Company utilized
repurchase agreements to finance certain investments.
Interest expense was $3.4 million in 1996, relating to the repurchase
agreements, and is recorded in other operating expenses.
F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. FEDERAL INCOME TAXES
Provisions for federal income taxes have been calculated in accordance with the
provisions of SFAS No. 109. A summary of the federal income tax expense
(benefit) in the statement of income is shown below:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Federal income tax expense (benefit)
Current................................................... $ 13.9 $ 26.9
Deferred.................................................. 7.1 (9.8)
------- -------
Total....................................................... $ 21.0 $ 17.1
------- -------
------- -------
</TABLE>
The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes. The deferred
tax (assets) liabilities are comprised of the following at December 31, 1997:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Deferred tax (assets) liabilitie
Loss reserves............................................. $(175.8) $(137.0)
Deferred acquisition costs................................ 226.4 186.9
Investments, net.......................................... 27.0 14.2
Bad debt reserve.......................................... (2.0) (1.1)
Other, net................................................ 0.3 (2.8)
------- -------
Deferred tax liability, net............................... $ 75.9 $ 60.2
------- -------
------- -------
</TABLE>
Gross deferred income tax liabilities totaled $253.7 million and $201.1 million
at December 31, 1997 and 1996. Gross deferred income tax assets totaled $177.8
million and $140.9 at December 31, 1997 and 1996.
Management believes, based on the Company's recent earnings history and its
future expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, management considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary.
The Company's federal income tax returns are routinely audited by the IRS, and
provisions are routinely made in the financial statements in anticipation of the
results of these audits. The IRS has examined the life-nonlife consolidated
group's federal income tax returns through 1991. The Company is currently
considering its response to certain adjustments proposed by the IRS with respect
to the life-nonlife consolidated group's federal income tax returns for 1989,
1990, and 1991. In management's opinion, adequate tax liabilities have been
established for all years. However, the amount of these tax liabilities could be
revised in the near term if estimates of the Company's ultimate liability are
revised.
8. RELATED PARTY TRANSACTIONS
The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $124.1 million and $112.4 million in 1997 and 1996. The
net amounts payable to
F-16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FAFLIC and affiliates for accrued expenses and various other liabilities and
receivables were $15.0 million and $13.3 million at December 31, 1997 and 1996.
9. DIVIDEND RESTRICTIONS
Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company.
Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance.
At January 1, 1998, AFLIAC could pay dividends of $33.9 million to FAFLIC
without prior approval.
10. REINSURANCE
In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of SFAS No. 113.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured policy. Reinsurance contracts
do not relieve the Company from its obligations to policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company;
consequently, allowances are established for amounts deemed uncollectible. The
Company determines the appropriate amount of reinsurance based on evaluation of
the risks accepted and analyses prepared by consultants and reinsurers and on
market conditions (including the availability and pricing of reinsurance). The
Company also believes that the terms of its reinsurance contracts are consistent
with industry practice in that they contain standard terms with respect to lines
of business covered, limit and retention, arbitration and occurrence. Based on
its review of its reinsurers' financial statements and reputations in the
reinsurance marketplace, the Company believes that its reinsurers are
financially sound.
F-17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Insurance premiums:
Direct.................................................... $ 48.8 $ 53.3
Assumed................................................... 2.6 3.1
Ceded..................................................... (28.6) (23.7)
------- -------
Net premiums................................................ $ 22.8 $ 32.7
------- -------
------- -------
Insurance and other individual policy benefits, claims,
losses and loss adjustment expenses:
Direct.................................................... $ 226.0 $ 206.4
Assumed................................................... 4.2 4.5
Ceded..................................................... (42.4) (18.3)
------- -------
Net policy benefits, claims, losses and loss adjustment
expenses................................................... $ 187.8 $ 192.6
------- -------
------- -------
</TABLE>
11. DEFERRED POLICY ACQUISITION EXPENSES
The following reflects the changes to the deferred policy acquisition asset:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Balance at beginning of year................................ $ 632.7 $ 555.7
Acquisition expenses deferred............................. 184.1 116.6
Amortized to expense during the year...................... (53.0) (49.9)
Adjustment to equity during the year...................... (10.2) 10.3
Adjustment for cession of disability income insurance..... (38.6) --
Adjustment for revision of universal life and variable
universal life insurance mortality assumptions.......... 50.3 --
------- -------
Balance at end of year...................................... $ 765.3 $ 632.7
------- -------
------- -------
</TABLE>
On October 1, 1997, the Company revised the mortality assumptions for universal
life and variable universal life product lines. These revisions resulted in a
$50.3 million recapitalization of deferred policy acquisition costs.
12. LIABILITIES FOR INDIVIDUAL ACCIDENT AND HEALTH BENEFITS
The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims, losses and loss adjustment expenses as new
information becomes available and further events occur which may impact the
resolution of unsettled claims. Changes in prior estimates are reflected in
results of operations in the year such changes are determined to be needed and
recorded.
The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses related to the Company's accident and health business was
$219.9 million and $226.2 million at December 31, 1997 and 1996. Accident and
health claim liabilities have been re-estimated for all prior years and were
increased by $-0- million in 1997 and $3.2 million in 1996. Due to the
reinsurance agreement whereby the Company has ceded substantially all of its
accident and health business to the Metropolitan, management believes that no
material adverse development of losses will occur. However, the amount of the
liabilities could be revised in the near term if the estimates are revised.
F-18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
13. CONTINGENCIES
REGULATORY AND INDUSTRY DEVELOPMENTS
Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company is not able to reasonably estimate the potential
effect on it of any such future assessments or voluntary payments.
LITIGATION
In July 1997, a lawsuit was instituted in Louisiana against Allmerica Financial
Corp. and certain of its subsidiaries by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contract, misrepresentation and related
claims in the sale of life insurance policies. In October 1997, plaintiffs
voluntarily dismissed the Louisiana suit and refiled the action in Federal
District Court in Worcester, Massachusetts. The plaintiffs seek to be certified
as a class. The case is in the early stages of discovery and the Company is
evaluating the claims. Although the Company believes it has meritorious defenses
to plaintiffs' claims, there can be no assurance that the claims will be
resolved on a basis which is satisfactory to the Company.
The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the opinion of management, based on the advice
of legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's financial statements. However, liabilities
related to these proceedings could be established in the near term if estimates
of the ultimate resolution of these proceedings are revised.
YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. Although the Company does not
believe that there is a material contingency associated with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.
14. STATUTORY FINANCIAL INFORMATION
The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles for
stock life insurance companies primarily because policy acquisition costs are
expensed when incurred, investment reserves are based on different assumptions,
life insurance reserves are based on different assumptions and income tax
expense reflects only taxes paid or currently payable. Statutory net income and
surplus are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ------- -------
<S> <C> <C>
Statutory net income........................................ $ 31.5 $ 5.4
Statutory Surplus........................................... $ 307.1 $ 234.0
------- -------
------- -------
</TABLE>
F-19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and Policyholders of the VEL Account of Allmerica Financial Life
Insurance and Annuity Company
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
(Growth, Investment Grade Income, Money Market, Equity Index, Government Bond,
Select Aggressive Growth, Select Growth, Select Growth and Income, Select Value
Opportunity, Select International Equity, Select Capital Appreciation, Fidelity
VIP Money Market, Fidelity VIP High Income, Fidelity VIP Equity-Income, Fidelity
VIP Growth, Fidelity VIP Overseas, Fidelity VIP II Asset Manager, T. Rowe Price
International Stock, and DGPF International Equity) constituting the VEL Account
of Allmerica Financial Life Insurance and Annuity Company at December 31, 1997,
the results of each of their operations and the changes in each of their net
assets for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Allmerica Financial Life Insurance and Annuity Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of investments at
December 31, 1997 by correspondence with the Funds, provide a reasonable basis
for the opinion expressed above.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 25, 1998
<PAGE>
VEL ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
INVESTMENT GOVERNMENT
GROWTH GRADE INCOME MONEY MARKET EQUITY INDEX BOND
----------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $50,649,579 $9,269,208 $7,320,412 $ 20,572,757 $1,992,410
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --
Receivable from Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... -- -- 26 -- --
----------- ------------ ------------ ------------- ------------
Total assets.............................. 50,649,579 9,269,208 7,320,438 20,572,757 1,992,410
LIABILITIES: -- -- -- -- --
----------- ------------ ------------ ------------- ------------
Net assets................................ $50,649,579 $9,269,208 $7,320,438 $ 20,572,757 $1,992,410
----------- ------------ ------------ ------------- ------------
----------- ------------ ------------ ------------- ------------
Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $49,347,949 $8,950,536 $6,917,641 $ 19,452,101 $1,869,696
VEL Plus Series variable life policies.... 1,301,630 318,672 402,797 1,120,656 122,714
----------- ------------ ------------ ------------- ------------
$50,649,579 $9,269,208 $7,320,438 $ 20,572,757 $1,992,410
----------- ------------ ------------ ------------- ------------
----------- ------------ ------------ ------------- ------------
Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 10,467,553 4,068,936 4,303,822 5,730,292 1,343,819
Net asset value per unit, December 31,
1997.................................. $ 4.714373 $ 2.199724 $ 1.607325 $ 3.394609 $ 1.391330
VEL Plus Series:
Units outstanding, December 31, 1997.... 274,617 144,089 249,253 328,358 87,724
Net asset value per unit, December 31,
1997.................................. $ 4.739816 $ 2.211628 $ 1.616015 $ 3.412904 $ 1.398864
<CAPTION>
SELECT SELECT SELECT
AGGRESSIVE SELECT GROWTH SELECT VALUE INTERNATIONAL
GROWTH GROWTH AND INCOME OPPORTUNITY** EQUITY
----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- -- -- -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --
Receivable from Allmerica Financial Life
Insurance and Annuity Company (Sponsor)... -- -- -- -- --
----------- ------------- ------------- ------------- -------------
Total assets.............................. 23,558,282 13,132,732 11,166,631 9,218,742 9,303,861
LIABILITIES: -- -- -- -- --
----------- ------------- ------------- ------------- -------------
Net assets................................ $23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861
----------- ------------- ------------- ------------- -------------
----------- ------------- ------------- ------------- -------------
Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $21,453,643 $12,369,326 $10,819,516 $8,241,899 $8,439,173
VEL Plus Series variable life policies.... 2,104,639 763,406 347,115 976,843 864,688
----------- ------------- ------------- ------------- -------------
$23,558,282 $13,132,732 $11,166,631 $9,218,742 $9,303,861
----------- ------------- ------------- ------------- -------------
----------- ------------- ------------- ------------- -------------
Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 9,031,162 6,028,345 5,292,099 4,178,127 5,919,838
Net asset value per unit, December 31,
1997.................................. $ 2.375513 $ 2.051861 $ 2.044466 $ 1.972630 $ 1.425575
VEL Plus Series:
Units outstanding, December 31, 1997.... 881,232 370,066 168,871 492,549 603,305
Net asset value per unit, December 31,
1997.................................. $ 2.388292 $ 2.062891 $ 2.055514 $ 1.983246 $ 1.433251
</TABLE>
** Name changed. See Note 1.
The accompanying notes are an integral part of these financial statements.
SA-1
<PAGE>
VEL ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
SELECT CAPITAL FIDELITY VIP FIDELITY VIP FIDELITY VIP FIDELITY VIP
APPRECIATION MONEY MARKET HIGH INCOME EQUITY-INCOME GROWTH
-------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $4,917,638 $ -- $ -- $ -- $ --
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ -- 2,119,922 12,322,252 69,120,551 66,740,311
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- -- -- --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- -- --
Receivable from Allmerica Financial Life
Insurance
and Annuity Company (Sponsor)............. -- -- -- -- --
-------------- ------------ ------------ ------------- ------------
Total assets.............................. 4,917,638 2,119,922 12,322,252 69,120,551 66,740,311
LIABILITIES: -- -- -- -- --
-------------- ------------ ------------ ------------- ------------
Net assets................................ $4,917,638 $2,119,922 $ 12,322,252 $69,120,551 $ 66,740,311
-------------- ------------ ------------ ------------- ------------
-------------- ------------ ------------ ------------- ------------
Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $4,358,373 $2,119,922 $ 11,670,426 $65,102,882 $ 63,966,551
VEL Plus Series variable life policies.... 559,265 -- 651,826 4,017,669 2,773,760
-------------- ------------ ------------ ------------- ------------
$4,917,638 $2,119,922 $ 12,322,252 $69,120,551 $ 66,740,311
-------------- ------------ ------------ ------------- ------------
-------------- ------------ ------------ ------------- ------------
Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 2,572,738 1,302,443 3,781,578 14,164,292 12,966,538
Net asset value per unit, December 31,
1997.................................. $ 1.694060 $ 1.627650 $ 3.086126 $ 4.596268 $ 4.933202
VEL Plus Series:
Units outstanding, December 31, 1997.... 328,362 -- 210,076 869,419 559,251
Net asset value per unit, December 31,
1997.................................. $ 1.703200 $ -- $ 3.102813 $ 4.621097 $ 4.959777
<CAPTION>
FIDELITY VIP FIDELITY VIP II T. ROWE PRICE DGPF INTERNATIONAL
OVERSEAS ASSET MANAGER INTERNATIONAL STOCK EQUITY
------------ --------------- ------------------- ------------------
<S> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 6):
Investments in shares of Allmerica
Investment Trust.......................... $ -- $ -- $ -- $ --
Investments in shares of Fidelity Variable
Insurance Products Funds (VIP)............ 17,967,615 1,736,609 -- --
Investment in shares of T. Rowe Price
International Series, Inc................. -- -- 3,346,147 --
Investment in shares of Delaware Group
Premium Fund, Inc......................... -- -- -- 5,869,679
Receivable from Allmerica Financial Life
Insurance
and Annuity Company (Sponsor)............. -- -- -- --
------------ --------------- ------------------- ------------------
Total assets.............................. 17,967,615 1,736,609 3,346,147 5,869,679
LIABILITIES: -- -- -- --
------------ --------------- ------------------- ------------------
Net assets................................ $ 17,967,615 $1,736,609 $3,346,147 $5,869,679
------------ --------------- ------------------- ------------------
------------ --------------- ------------------- ------------------
Net asset distribution by category:
VEL '87 and VEL '91 Series variable life
policies................................ $ 17,318,052 $1,414,225 $3,113,863 $5,433,630
VEL Plus Series variable life policies.... 649,563 322,384 232,284 436,049
------------ --------------- ------------------- ------------------
$ 17,967,615 $1,736,609 $3,346,147 $5,869,679
------------ --------------- ------------------- ------------------
------------ --------------- ------------------- ------------------
Units outstanding and net asset value per
unit:
VEL '87 and VEL '91 Series:
Units outstanding, December 31, 1997.... 7,152,103 908,299 2,545,986 3,307,729
Net asset value per unit, December 31,
1997.................................. $ 2.421393 $ 1.557004 $ 1.223048 $ 1.642707
VEL Plus Series:
Units outstanding, December 31, 1997.... 266,819 205,942 188,903 264,020
Net asset value per unit, December 31,
1997.................................. $ 2.434472 $ 1.565415 $ 1.229647 $ 1.651579
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-2
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
GROWTH INVESTMENT GRADE INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- ----------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 683,187 $ 786,603 $ 716,306 $ 592,446 $ 634,850 $ 598,145
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 423,602 345,030 276,867 82,739 87,871 80,882
----------- ----------- ----------- --------- ---------- -----------
Net investment income
(loss).................. 259,585 441,573 439,439 509,707 546,979 517,263
----------- ----------- ----------- --------- ---------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 8,215,255 3,716,918 2,681,990 -- -- --
Net realized gain (loss)
from sales of
investments............. 800,189 603,156 114,997 16,779 (181) (8,055)
----------- ----------- ----------- --------- ---------- -----------
Net realized gain
(loss)................ 9,015,444 4,320,074 2,796,987 16,779 (181) (8,055)
Net unrealized gain
(loss).................. 592,925 1,960,758 5,074,547 225,179 (291,424) 867,289
----------- ----------- ----------- --------- ---------- -----------
Net realized and
unrealized gain
(loss)................ 9,608,369 6,280,832 7,871,534 241,958 (291,605) 859,234
----------- ----------- ----------- --------- ---------- -----------
Net increase in net
assets from
operations............ $ 9,867,954 $ 6,722,405 $ 8,310,973 $ 751,665 $ 255,374 $ 1,376,497
----------- ----------- ----------- --------- ---------- -----------
----------- ----------- ----------- --------- ---------- -----------
<CAPTION>
MONEY MARKET EQUITY INDEX
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 417,826 $ 355,812 $ 340,880 $ 228,820 $ 315,571 $ 161,071
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 69,497 61,058 54,030 156,372 167,515 168,665
--------- --------- --------- ----------- ------------ -----------
Net investment income
(loss).................. 348,329 294,754 286,850 72,448 148,056 (7,594)
--------- --------- --------- ----------- ------------ -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 556,659 204,788 1,455,547
Net realized gain (loss)
from sales of
investments............. -- -- -- 1,026,548 4,187,907 98,943
--------- --------- --------- ----------- ------------ -----------
Net realized gain
(loss)................ -- -- -- 1,583,207 4,392,695 1,554,490
Net unrealized gain
(loss).................. -- -- -- 2,946,018 (1,586,677) 3,975,325
--------- --------- --------- ----------- ------------ -----------
Net realized and
unrealized gain
(loss)................ -- -- -- 4,529,225 2,806,018 5,529,815
--------- --------- --------- ----------- ------------ -----------
Net increase in net
assets from
operations............ $ 348,329 $ 294,754 $ 286,850 $ 4,601,673 $ 2,954,074 $ 5,522,221
--------- --------- --------- ----------- ------------ -----------
--------- --------- --------- ----------- ------------ -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-3
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
GOVERNMENT BOND SELECT AGGRESSIVE GROWTH
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 112,464 $ 112,649 $ 122,508 $ -- $ -- $ --
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 17,177 17,338 18,980 187,689 149,550 107,755
--------- --------- --------- ----------- ----------- -----------
Net investment income
(loss).................. 95,287 95,311 103,528 (187,689) (149,550) (107,755)
--------- --------- --------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- -- -- 1,862,473 1,307,228 --
Net realized gain (loss)
from sales of
investments............. (6,237) (10,826) (27,790) 661,702 1,036,112 110,726
--------- --------- --------- ----------- ----------- -----------
Net realized gain
(loss)................ (6,237) (10,826) (27,790) 2,524,175 2,343,340 110,726
Net unrealized gain
(loss).................. 25,622 (37,905) 162,592 1,162,100 385,516 3,205,669
--------- --------- --------- ----------- ----------- -----------
Net realized and
unrealized gain
(loss)................ 19,385 (48,731) 134,802 3,686,275 2,728,856 3,316,395
--------- --------- --------- ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 114,672 $ 46,580 $ 238,330 $ 3,498,586 $ 2,579,306 $ 3,208,640
--------- --------- --------- ----------- ----------- -----------
--------- --------- --------- ----------- ----------- -----------
<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 37,821 $ 23,659 $ 909 $ 130,921 $ 105,544 $ 89,511
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 96,204 63,265 50,997 90,003 66,237 48,963
----------- ----------- ----------- ----------- ----------- -----------
Net investment income
(loss).................. (58,383) (39,606) (50,088) 40,918 39,307 40,548
----------- ----------- ----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 677,736 1,131,336 -- 964,158 607,726 242,671
Net realized gain (loss)
from sales of
investments............. 227,315 444,292 67,387 251,158 195,278 68,712
----------- ----------- ----------- ----------- ----------- -----------
Net realized gain
(loss)................ 905,051 1,575,628 67,387 1,215,316 803,004 311,383
Net unrealized gain
(loss).................. 2,154,291 (203,667) 1,114,016 660,971 506,567 1,034,046
----------- ----------- ----------- ----------- ----------- -----------
Net realized and
unrealized gain
(loss)................ 3,059,342 1,371,961 1,181,403 1,876,287 1,309,571 1,345,429
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 3,000,959 $ 1,332,355 $ 1,131,315 $ 1,917,205 $ 1,348,878 $ 1,385,977
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-4
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
SELECT VALUE OPPORTUNITY** SELECT INTERNATIONAL EQUITY
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
----------------------------------- -------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 50,552 $ 37,163 $ 26,084 $ 211,007 $ 111,801 $ 20,488
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 64,824 39,343 28,223 71,279 34,090 11,453
----------- ----------- --------- --------- --------- ---------
Net investment income
(loss).................. (14,272) (2,180) (2,139) 139,728 77,711 9,035
----------- ----------- --------- --------- --------- ---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 1,219,528 235,932 97,668 292,738 13,112 7,973
Net realized gain (loss)
from sales of
investments............. 414,908 216,241 35,178 163,180 99,532 3,984
----------- ----------- --------- --------- --------- ---------
Net realized gain
(loss)................ 1,634,436 452,173 132,846 455,918 112,644 11,957
Net unrealized gain
(loss).................. (31,480) 612,764 350,342 (332,962) 624,842 187,492
----------- ----------- --------- --------- --------- ---------
Net realized and
unrealized gain
(loss)................ 1,602,956 1,064,937 483,188 122,956 737,486 199,449
----------- ----------- --------- --------- --------- ---------
Net increase in net
assets from
operations............ $ 1,588,684 $ 1,062,757 $ 481,049 $ 262,684 $ 815,197 $ 208,484
----------- ----------- --------- --------- --------- ---------
----------- ----------- --------- --------- --------- ---------
<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP MONEY MARKET
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, FOR THE PERIOD DECEMBER 31,
------------------- 4/28/95* TO ------------------------------
1997 1996 12/31/95 1997 1996 1995
--------- -------- -------------------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ -- $ -- $ 24,495 $ 134,142 $120,292 $ 156,906
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 38,200 24,307 3,057 22,756 20,908 24,582
--------- -------- -------- --------- -------- ---------
Net investment income
(loss).................. (38,200) (24,307) 21,438 111,386 99,384 132,324
--------- -------- -------- --------- -------- ---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- 9,311 -- -- -- --
Net realized gain (loss)
from sales of
investments............. 60,995 29,698 1,577 -- -- --
--------- -------- -------- --------- -------- ---------
Net realized gain
(loss)................ 60,995 39,009 1,577 -- -- --
Net unrealized gain
(loss).................. 560,718 42,479 106,054 -- -- --
--------- -------- -------- --------- -------- ---------
Net realized and
unrealized gain
(loss)................ 621,713 81,488 107,631 -- -- --
--------- -------- -------- --------- -------- ---------
Net increase in net
assets from
operations............ $ 583,513 $ 57,181 $129,069 $ 111,386 $ 99,384 $ 132,324
--------- -------- -------- --------- -------- ---------
--------- -------- -------- --------- -------- ---------
</TABLE>
* Date of initial investment.
** Name changed. See Note 1.
The accompanying notes are an integral part of these financial statements.
SA-5
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP HIGH INCOME FIDELITY VIP EQUITY-INCOME
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 767,218 $ 730,331 $ 527,909 $ 981,785 $ 80,368 $ 1,036,739
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 101,942 90,412 75,188 566,813 486,502 395,590
----------- ----------- ----------- ------------ ---------- ------------
Net investment income
(loss).................. 665,276 639,919 452,721 414,972 (406,134) 641,149
----------- ----------- ----------- ------------ ---------- ------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 94,825 142,891 -- 4,936,197 2,303,888 1,849,940
Net realized gain (loss)
from sales of
investments............. 507,660 403,489 65,770 2,055,889 1,285,708 359,460
----------- ----------- ----------- ------------ ---------- ------------
Net realized gain
(loss)................ 602,485 546,380 65,770 6,992,086 3,589,596 2,209,400
Net unrealized gain
(loss).................. 492,547 49,497 936,558 7,687,046 3,673,472 9,834,460
----------- ----------- ----------- ------------ ---------- ------------
Net realized and
unrealized gain
(loss)................ 1,095,032 595,877 1,002,328 14,679,132 7,263,068 12,043,860
----------- ----------- ----------- ------------ ---------- ------------
Net increase in net
assets from
operations............ $ 1,760,308 $ 1,235,796 $ 1,455,049 $ 15,094,104 $6,856,934 $ 12,685,009
----------- ----------- ----------- ------------ ---------- ------------
----------- ----------- ----------- ------------ ---------- ------------
<CAPTION>
FIDELITY VIP GROWTH FIDELITY VIP OVERSEAS
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
------------ ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 396,280 $ 132,932 $ 210,037 $ 314,599 $ 212,526 $ 64,869
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 565,772 509,772 424,764 164,466 167,042 159,261
------------ ----------- ------------ ----------- ----------- -----------
Net investment income
(loss).................. (169,492) (376,840) (214,727) 150,133 45,484 (94,392)
------------ ----------- ------------ ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 1,773,823 3,641,885 -- 1,248,863 233,778 64,869
Net realized gain (loss)
from sales of
investments............. 2,849,100 1,452,352 789,394 963,884 749,908 304,440
------------ ----------- ------------ ----------- ----------- -----------
Net realized gain
(loss)................ 4,622,923 5,094,237 789,394 2,212,747 983,686 369,309
Net unrealized gain
(loss).................. 8,211,480 2,500,114 12,592,041 (508,913) 1,102,752 1,219,736
------------ ----------- ------------ ----------- ----------- -----------
Net realized and
unrealized gain
(loss)................ 12,834,403 7,594,351 13,381,435 1,703,834 2,086,438 1,589,045
------------ ----------- ------------ ----------- ----------- -----------
Net increase in net
assets from
operations............ $ 12,664,911 $ 7,217,511 $ 13,166,708 $ 1,853,967 $ 2,131,922 $ 1,494,653
------------ ----------- ------------ ----------- ----------- -----------
------------ ----------- ------------ ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-6
<PAGE>
VEL ACCOUNT
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP II ASSET MANAGER T. ROWE PRICE INTERNATIONAL STOCK
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31, FOR THE PERIOD
------------------------------- --------------------- 6/23/95* TO
1997 1996 1995 1997 1996 12/31/95
--------- --------- --------- ---------- --------- --------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 44,294 $ 44,029 $ 21,513 $ 30,749 $ 20,250 $ --
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 13,409 11,226 10,599 26,527 11,039 1,301
--------- --------- --------- ---------- --------- -------
Net investment income
(loss).................. 30,885 32,803 10,914 4,222 9,211 (1,301)
--------- --------- --------- ---------- --------- -------
REALIZED AND UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... 111,110 36,304 -- 43,561 11,344 --
Net realized gain (loss)
from sales of
investments............. 24,571 48,794 13,540 164,337 34,883 (98)
--------- --------- --------- ---------- --------- -------
Net realized gain
(loss)................. 135,681 85,098 13,540 207,898 46,227 (98)
Net unrealized gain
(loss).................. 110,859 41,554 154,558 (172,676) 103,877 15,909
--------- --------- --------- ---------- --------- -------
Net realized and
unrealized gain
(loss)................. 246,540 126,652 168,098 35,222 150,104 15,811
--------- --------- --------- ---------- --------- -------
Net increase in net
assets from
operations............. $ 277,425 $ 159,455 $ 179,012 $ 39,444 $ 159,315 $14,510
--------- --------- --------- ---------- --------- -------
--------- --------- --------- ---------- --------- -------
<CAPTION>
DGPF INTERNATIONAL EQUITY
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends................. $ 175,825 $ 119,918 $ 55,082
EXPENSES (NOTE 4):
Mortality and expense risk
fees.................... 49,946 36,315 28,475
--------- --------- ---------
Net investment income
(loss).................. 125,879 83,603 26,607
--------- --------- ---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON
INVESTMENTS:
Realized gain
distributions from
portfolio sponsors...... -- 32,264 20,656
Net realized gain (loss)
from sales of
investments............. 276,622 113,363 18,892
--------- --------- ---------
Net realized gain
(loss)................. 276,622 145,627 39,548
Net unrealized gain
(loss).................. (127,979) 490,548 320,817
--------- --------- ---------
Net realized and
unrealized gain
(loss)................. 148,643 636,175 360,365
--------- --------- ---------
Net increase in net
assets from
operations............. $ 274,522 $ 719,778 $ 386,972
--------- --------- ---------
--------- --------- ---------
</TABLE>
* Date of initial investment.
The accompanying notes are an integral part of these financial statements.
SA-7
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
GROWTH INVESTMENT GRADE INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 259,585 $ 441,573 $ 439,439 $ 509,707 $ 546,979 $ 517,263
Net realized gain
(loss)................ 9,015,444 4,320,074 2,796,987 16,779 (181) (8,055)
Net unrealized gain
(loss)................ 592,925 1,960,758 5,074,547 225,179 (291,424) 867,289
------------ ------------ ------------ ------------ ----------- -----------
Net increase in net
assets from
operations............ 9,867,954 6,722,405 8,310,973 751,665 255,374 1,376,497
------------ ------------ ------------ ------------ ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 4,632,238 5,044,215 5,348,444 1,285,975 1,542,885 1,777,991
Terminations............ (1,791,890) (1,571,480) (962,528) (316,217) (475,070) (315,011)
Insurance and other
charges............... (2,372,430) (2,218,963) (2,115,819) (598,463) (706,041) (746,882)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (1,252,955) (1,866,231) (733,158) (1,690,149) (688,739) (228,028)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... (785,037) (612,459) 1,536,939 (1,318,854) (326,965) 488,070
------------ ------------ ------------ ------------ ----------- -----------
Net increase (decrease)
in net assets......... 9,082,917 6,109,946 9,847,912 (567,189) (71,591) 1,864,567
NET ASSETS:
Beginning of period....... 41,566,662 35,456,716 25,608,804 9,836,397 9,907,988 8,043,421
------------ ------------ ------------ ------------ ----------- -----------
End of period............. $ 50,649,579 $ 41,566,662 $ 35,456,716 $ 9,269,208 $ 9,836,397 $ 9,907,988
------------ ------------ ------------ ------------ ----------- -----------
------------ ------------ ------------ ------------ ----------- -----------
<CAPTION>
MONEY MARKET EQUITY INDEX
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 348,329 $ 294,754 $ 286,850 $ 72,448 $ 148,056 $ (7,594)
Net realized gain
(loss)................ -- -- -- 1,583,207 4,392,695 1,554,490
Net unrealized gain
(loss)................ -- -- -- 2,946,018 (1,586,677) 3,975,325
------------ ------------ ------------ ------------ ------------ ------------
Net increase in net
assets from
operations............ 348,329 294,754 286,850 4,601,673 2,954,074 5,522,221
------------ ------------ ------------ ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 3,773,110 3,687,528 3,733,510 1,915,757 1,682,234 1,721,701
Terminations............ (326,856) (563,991) (337,981) (505,716) (413,060) (251,519)
Insurance and other
charges............... (1,672,886) (1,808,373) (1,878,702) (788,505) (673,588) (601,471)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (2,484,148) (64,453) (1,492,320) 1,239,666 (66,036) 282,043
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- (11,394,141) --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (710,780) 1,250,711 24,507 1,861,202 (10,864,591) 1,150,754
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets......... (362,451) 1,545,465 311,357 6,462,875 (7,910,517) 6,672,975
NET ASSETS:
Beginning of period....... 7,682,889 6,137,424 5,826,067 14,109,882 22,020,399 15,347,424
------------ ------------ ------------ ------------ ------------ ------------
End of period............. $ 7,320,438 $ 7,682,889 $ 6,137,424 $ 20,572,757 $ 14,109,882 $ 22,020,399
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-8
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
GOVERNMENT BOND SELECT AGGRESSIVE GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 95,287 $ 95,311 $ 103,528 $ (187,689) $ (149,550) $ (107,755)
Net realized gain
(loss)................ (6,237) (10,826) (27,790) 2,524,175 2,343,340 110,726
Net unrealized gain
(loss)................ 25,622 (37,905) 162,592 1,162,100 385,516 3,205,669
----------- ----------- ----------- ------------ ------------ ------------
Net increase in net
assets from
operations............ 114,672 46,580 238,330 3,498,586 2,579,306 3,208,640
----------- ----------- ----------- ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 682,542 842,750 1,087,763 2,824,854 3,003,875 2,791,210
Terminations............ (79,493) (101,929) (224,574) (723,396) (515,815) (332,835)
Insurance and other
charges............... (362,563) (420,415) (489,735) (1,019,076) (953,249) (823,313)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. (246,394) (539,744) (847,388) 389,448 92,739 120,078
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (5,908) (219,338) (473,934) 1,471,830 1,627,550 1,755,140
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets......... 108,764 (172,758) (235,604) 4,970,416 4,206,856 4,963,780
NET ASSETS:
Beginning of period....... 1,883,646 2,056,404 2,292,008 18,587,866 14,381,010 9,417,230
----------- ----------- ----------- ------------ ------------ ------------
End of period............. $ 1,992,410 $ 1,883,646 $ 2,056,404 $ 23,558,282 $ 18,587,866 $ 14,381,010
----------- ----------- ----------- ------------ ------------ ------------
----------- ----------- ----------- ------------ ------------ ------------
<CAPTION>
SELECT GROWTH SELECT GROWTH AND INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (58,383) $ (39,606) $ (50,088) $ 40,918 $ 39,307 $ 40,548
Net realized gain
(loss)................ 905,051 1,575,628 67,387 1,215,316 803,004 311,383
Net unrealized gain
(loss)................ 2,154,291 (203,667) 1,114,016 660,971 506,567 1,034,046
------------ ----------- ----------- ------------ ----------- -----------
Net increase in net
assets from
operations............ 3,000,959 1,332,355 1,131,315 1,917,205 1,348,878 1,385,977
------------ ----------- ----------- ------------ ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 1,393,879 1,147,398 1,207,487 1,121,777 1,132,705 1,173,049
Terminations............ (295,316) (206,706) (185,136) (367,783) (149,501) (161,150)
Insurance and other
charges............... (547,579) (433,757) (422,783) (533,886) (466,572) (425,686)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and
Annuity Company
(Sponsor)............. 1,533,424 (14,006) (112,824) 607,337 64,722 (142,200)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ----------- ----------- ------------ ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 2,084,408 492,929 486,744 827,445 581,354 444,013
------------ ----------- ----------- ------------ ----------- -----------
Net increase (decrease)
in net assets......... 5,085,367 1,825,284 1,618,059 2,744,650 1,930,232 1,829,990
NET ASSETS:
Beginning of period....... 8,047,365 6,222,081 4,604,022 8,421,981 6,491,749 4,661,759
------------ ----------- ----------- ------------ ----------- -----------
End of period............. $ 13,132,732 $ 8,047,365 $ 6,222,081 $ 11,166,631 $ 8,421,981 $ 6,491,749
------------ ----------- ----------- ------------ ----------- -----------
------------ ----------- ----------- ------------ ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-9
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SELECT VALUE OPPORTUNITY** SELECT INTERNATIONAL EQUITY
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------------- -------------------------------------
1997 1996 1995 1997 1996 1995
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (14,272) $ (2,180) $ (2,139) $ 139,728 $ 77,711 $ 9,035
Net realized gain
(loss)................ 1,634,436 452,173 132,846 455,918 112,644 11,957
Net unrealized gain
(loss)................ (31,480) 612,764 350,342 (332,962) 624,842 187,492
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ 1,588,684 1,062,757 481,049 262,684 815,197 208,484
----------- ----------- ----------- ----------- ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 987,196 738,397 728,709 1,200,360 827,029 370,401
Terminations............ (170,070) (141,088) (66,720) (265,082) (75,751) (16,371)
Insurance and other
charges............... (311,192) (217,947) (183,241) (327,495) (195,077) (81,910)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 1,753,981 215,947 221,952 2,429,813 2,483,719 1,024,052
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- (133) --
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 2,259,915 595,309 700,700 3,037,596 3,039,787 1,296,172
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets......... 3,848,599 1,658,066 1,181,749 3,300,280 3,854,984 1,504,656
NET ASSETS:
Beginning of period....... 5,370,143 3,712,077 2,530,328 6,003,581 2,148,597 643,941
----------- ----------- ----------- ----------- ----------- -----------
End of period............. $ 9,218,742 $ 5,370,143 $ 3,712,077 $ 9,303,861 $ 6,003,581 $ 2,148,597
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
<CAPTION>
SELECT CAPITAL APPRECIATION FIDELITY VIP MONEY MARKET
YEAR ENDED YEAR ENDED
DECEMBER 31, PERIOD FROM DECEMBER 31,
------------------------ 4/28/95* TO -------------------------------------
1997 1996 12/31/95 1997 1996 1995
----------- ----------- -------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (38,200) $ (24,307) $ 21,438 $ 111,386 $ 99,384 $ 132,324
Net realized gain
(loss)................ 60,995 39,009 1,577 -- -- --
Net unrealized gain
(loss)................ 560,718 42,479 106,054 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net
assets from
operations............ 583,513 57,181 129,069 111,386 99,384 132,324
----------- ----------- ----------- ----------- ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 778,775 721,364 139,022 557,101 549,667 810,746
Terminations............ (428,702) (55,631) (2,350) (108,207) (95,420) (122,754)
Insurance and other
charges............... (214,729) (142,168) (21,550) (405,493) (455,285) (506,776)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 235,782 2,095,379 1,042,778 (504,469) (344,433) (164,021)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- (295) 200 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 371,126 2,618,649 1,158,100 (461,068) (345,471) 17,195
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets......... 954,639 2,675,830 1,287,169 (349,682) (246,087) 149,519
NET ASSETS:
Beginning of period....... 3,962,999 1,287,169 -- 2,469,604 2,715,691 2,566,172
----------- ----------- ----------- ----------- ----------- -----------
End of period............. $ 4,917,638 $ 3,962,999 $1,287,169 $ 2,119,922 $ 2,469,604 $ 2,715,691
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
* Date of initial investment.
** Name changed. See Note 1.
The accompanying notes are an integral part of these financial statements.
SA-10
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP HIGH INCOME FIDELITY VIP EQUITY-INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 665,276 $ 639,919 $ 452,721 $ 414,972 $ (406,134) $ 641,149
Net realized gain
(loss)................ 602,485 546,380 65,770 6,992,086 3,589,596 2,209,400
Net unrealized gain
(loss)................ 492,547 49,497 936,558 7,687,046 3,673,472 9,834,460
------------ ------------ ----------- ------------ ------------ ------------
Net increase in net
assets from
operations............ 1,760,308 1,235,796 1,455,049 15,094,104 6,856,934 12,685,009
------------ ------------ ----------- ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 1,284,342 1,503,725 1,606,889 5,586,301 6,476,408 6,706,020
Terminations............ (500,117) (444,581) (460,673) (2,575,123) (1,997,718) (1,591,639)
Insurance and other
charges............... (632,676) (619,226) (594,685) (2,989,132) (2,976,059) (2,789,429)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and Annuity
Company (Sponsor)..... (400,777) (131,997) 69,047 (3,565,374) (2,450,752) 584,745
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (249,228) 307,921 620,578 (3,543,328) (948,121) 2,909,697
------------ ------------ ----------- ------------ ------------ ------------
Net increase (decrease)
in net assets......... 1,511,080 1,543,717 2,075,627 11,550,776 5,908,813 15,594,706
NET ASSETS:
Beginning of period....... 10,811,172 9,267,455 7,191,828 57,569,775 51,660,962 36,066,256
------------ ------------ ----------- ------------ ------------ ------------
End of period............. $ 12,322,252 $ 10,811,172 $ 9,267,455 $ 69,120,551 $ 57,569,775 $ 51,660,962
------------ ------------ ----------- ------------ ------------ ------------
------------ ------------ ----------- ------------ ------------ ------------
<CAPTION>
FIDELITY VIP GROWTH FIDELITY VIP OVERSEAS
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------------- ----------------------------------------
1997 1996 1995 1997 1996 1995
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ (169,492) $ (376,840) $ (214,727) $ 150,133 $ 45,484 $ (94,392)
Net realized gain
(loss)................ 4,622,923 5,094,237 789,394 2,212,747 983,686 369,309
Net unrealized gain
(loss)................ 8,211,480 2,500,114 12,592,041 (508,913) 1,102,752 1,219,736
------------ ------------ ------------ ------------ ------------ ------------
Net increase in net
assets from
operations............ 12,664,911 7,217,511 13,166,708 1,853,967 2,131,922 1,494,653
------------ ------------ ------------ ------------ ------------ ------------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 6,162,215 7,257,203 7,347,859 1,968,560 2,712,879 3,368,247
Terminations............ (2,882,175) (2,245,667) (2,006,847) (739,857) (723,134) (687,516)
Insurance and other
charges............... (3,039,823) (3,133,722) (3,008,971) (925,180) (1,037,271) (1,128,664)
Other transfers from
(to) the General
Account of Allmerica
Financial Life
Insurance and Annuity
Company (Sponsor)..... (5,505,802) (2,163,674) (671,182) (2,599,248) (2,947,486) (1,681,189)
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets from
capital
transactions.......... (5,265,585) (285,860) 1,660,859 (2,295,725) (1,995,012) (129,122)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in net assets......... 7,399,326 6,931,651 14,827,567 (441,758) 136,910 1,365,531
NET ASSETS:
Beginning of period....... 59,340,985 52,409,334 37,581,767 18,409,373 18,272,463 16,906,932
------------ ------------ ------------ ------------ ------------ ------------
End of period............. $ 66,740,311 $ 59,340,985 $ 52,409,334 $ 17,967,615 $ 18,409,373 $ 18,272,463
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-11
<PAGE>
VEL ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
FIDELITY VIP II ASSET MANAGER T. ROWE PRICE INTERNATIONAL STOCK
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, FOR THE PERIOD
------------------------------------- ------------------------ 6/23/95* TO
1997 1996 1995 1997 1996 12/31/95
----------- ----------- ----------- ----------- ----------- --------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 30,885 $ 32,803 $ 10,914 $ 4,222 $ 9,211 $ (1,301)
Net realized gain
(loss)................ 135,681 85,098 13,540 207,898 46,227 (98)
Net unrealized gain
(loss)................ 110,859 41,554 154,558 (172,676) 103,877 15,909
----------- ----------- ----------- ----------- ----------- --------
Net increase in net
assets from
operations............ 277,425 159,455 179,012 39,444 159,315 14,510
----------- ----------- ----------- ----------- ----------- --------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 155,375 192,790 258,611 393,703 262,590 42,650
Terminations............ (34,787) (42,364) (19,023) (121,194) (39,469) (453)
Insurance and other
charges............... (70,273) (61,894) (64,900) (127,737) (60,482) (7,061)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 123,184 (215,416) 17,813 1,085,475 1,224,943 479,913
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- (130) -- -- -- --
----------- ----------- ----------- ----------- ----------- --------
Net increase (decrease)
in net assets from
capital
transactions.......... 173,499 (127,014) 192,501 1,230,247 1,387,582 515,049
----------- ----------- ----------- ----------- ----------- --------
Net increase (decrease)
in net assets......... 450,924 32,441 371,513 1,269,691 1,546,897 529,559
NET ASSETS:
Beginning of period....... 1,285,685 1,253,244 881,731 2,076,456 529,559 --
----------- ----------- ----------- ----------- ----------- --------
End of period............. $ 1,736,609 $ 1,285,685 $ 1,253,244 $ 3,346,147 $ 2,076,456 $ 529,559
----------- ----------- ----------- ----------- ----------- --------
----------- ----------- ----------- ----------- ----------- --------
<CAPTION>
DGPF INTERNATIONAL EQUITY
YEAR ENDED
DECEMBER 31,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET
ASSETS:
FROM OPERATIONS:
Net investment income
(loss)................ $ 125,879 $ 83,603 $ 26,607
Net realized gain
(loss)................ 276,622 145,627 39,548
Net unrealized gain
(loss)................ (127,979) 490,548 320,817
----------- ----------- -----------
Net increase in net
assets from
operations............ 274,522 719,778 386,972
----------- ----------- -----------
FROM CAPITAL TRANSACTIONS:
Net premiums............ 777,360 717,027 788,037
Terminations............ (257,744) (164,140) (60,216)
Insurance and other
charges............... (283,121) (238,054) (223,624)
Other transfers from
(to) the General
Account of
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. 588,659 180,359 18,029
Net increase (decrease)
in investment by
Allmerica Financial
Life Insurance and
Annuity Company
(Sponsor)............. -- -- --
----------- ----------- -----------
Net increase (decrease)
in net assets from
capital
transactions.......... 825,154 495,192 522,226
----------- ----------- -----------
Net increase (decrease)
in net assets......... 1,099,676 1,214,970 909,198
NET ASSETS:
Beginning of period....... 4,770,003 3,555,033 2,645,835
----------- ----------- -----------
End of period............. $ 5,869,679 $ 4,770,003 $ 3,555,033
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
* Date of initial investment.
The accompanying notes are an integral part of these financial statements.
SA-12
<PAGE>
VEL ACCOUNT
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION
The VEL Account (VEL) is a separate investment account of Allmerica
Financial Life Insurance and Annuity Company (the Company) established on April
2, 1987 for the purpose of separating from the general assets of the Company,
those assets used to fund the variable portion of certain flexible premium
variable life policies issued by the Company. The Company is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company (First
Allmerica). First Allmerica is a wholly-owned subsidiary of Allmerica Financial
Corporation (AFC). Under applicable insurance law, the assets and liabilities of
VEL are clearly identified and distinguished from the other assets and
liabilities of the Company. VEL cannot be charged with liabilities arising out
of any other business of the Company.
VEL is registered as a unit investment trust under the Investment Company
Act of 1940, as amended (the 1940 Act). VEL currently offers nineteen
Sub-Accounts. Each Sub-Account invests exclusively in a corresponding investment
portfolio of the Allmerica Investment Trust (the Trust) managed by Allmerica
Investment Management Company, Inc., a wholly-owned subsidiary of First
Allmerica, or of the Variable Insurance Products Fund (Fidelity VIP) or the
Variable Insurance Products Fund II (Fidelity VIP II) managed by Fidelity
Management & Research Company (FMR), or 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, Inc. (DGPF) managed by Delaware
International Advisers, Ltd. The Trust, Fidelity VIP, Fidelity VIP II, T. Rowe
Price and DGPF (the Funds) are open-end, diversified management investment
companies registered under the 1940 Act.
Effective April 1, 1997, the investment portfolio of the Trust, which was
formerly known as Small Cap Value Fund, changed its name to Small-Mid Cap Value
Fund. At the Meeting of Shareholders of the Small Cap Value Fund, held on March
18, 1997, shareholders approved the name change and the revisions in the
investment objective of the Fund from investing primarily in small cap value
stocks to investing primarily in small and mid-cap value stocks. Effective
January 9, 1998, this portfolio changed its name to Select Value Opportunity
Fund.
Certain prior year balances have been reclassified to conform with current
year presentation.
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS -- Security transactions are recorded on the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per share
of the respective investment portfolio of the Trust, Fidelity VIP, Fidelity VIP
II, T. Rowe Price, or DGPF. Net realized gains and losses on securities sold are
determined using the average cost method. Dividends and capital gain
distributions are recorded on the ex-dividend date and are reinvested in
additional shares of the respective investment portfolio of the Trust, Fidelity
VIP, Fidelity VIP II, T. Rowe Price, or DGPF at net asset value.
FEDERAL INCOME TAXES -- The Company is taxed as a "life insurance company"
under Subchapter L of the Internal Revenue Code (the Code) and files a
consolidated federal income tax return with First Allmerica. The Company
anticipates no tax liability resulting from the operations of VEL. Therefore, no
provision for income taxes has been charged against VEL.
SA-13
<PAGE>
VEL ACCOUNT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 -- INVESTMENTS
The number of shares owned, aggregate cost, and net asset value per share of
each Sub-Account's investment in the Trust, Fidelity VIP, Fidelity VIP II, T.
Rowe Price and DGPF at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
---------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
- ------------------------------------------------------- ------------ ------------ ---------
<S> <C> <C> <C>
ALLMERICA INVESTMENT TRUST:
Growth............................................... 20,964,230 $ 43,765,458 2.416
Investment Grade Income.............................. 8,335,619 9,059,821 1.112
Money Market......................................... 7,320,412 7,320,412 1.000
Equity Index......................................... 7,472,850 12,681,104 2.753
Government Bond...................................... 1,902,970 1,997,001 1.047
Select Aggressive Growth............................. 10,587,992 18,454,739 2.225
Select Growth........................................ 7,251,646 10,020,815 1.811
Select Growth and Income............................. 7,194,994 9,028,015 1.552
Select Value Opportunity*............................ 5,669,584 8,349,348 1.626
Select International Equity.......................... 6,938,003 8,844,652 1.341
Select Capital Appreciation.......................... 2,897,842 4,208,387 1.697
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Money Market......................................... 2,119,922 2,119,922 1.000
High Income.......................................... 907,382 10,545,177 13.580
Equity-Income........................................ 2,846,810 42,165,376 24.280
Growth............................................... 1,798,930 36,864,687 37.100
Overseas............................................. 935,813 14,240,067 19.200
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager........................................ 96,424 1,451,529 18.010
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock.................................. 262,649 3,399,038 12.740
DELAWARE GROUP PREMIUM FUND, INC.:
DGPF International Equity............................ 378,201 5,135,017 15.520
</TABLE>
* Name changed. See Note 1.
NOTE 4 -- RELATED PARTY TRANSACTIONS
On the date of issue and each monthly payment date thereafter, a monthly
charge is deducted from the policy value to compensate the Company for the cost
of insurance, which varies by policy, the cost of any additional benefits
provided by rider, and administrative charges of $25 per month for the first
policy year and $5 per month thereafter. The policyowner may instruct the
Company to deduct this monthly charge from a specific Sub-Account, but if not so
specified, it will be deducted on a pro-rata basis of allocation which is the
same proportion that the policy value in the General Account of the Company and
in each Sub-Account bear to the total policy value. For the years ended December
31, 1997, 1996, and 1995 these monthly deductions from Sub-Account policy values
amounted to $17,222,239, $16,771,511, and $16,115,041, respectively. These
amounts are included on the statements of changes in net assets in Insurance and
other charges.
SA-14
<PAGE>
VEL ACCOUNT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 -- RELATED PARTY TRANSACTIONS (CONTINUED)
The Company makes a charge on the VEL '87 and VEL '91 series of policies of
up to .90% per annum based on the average daily net assets of each Sub-Account
at each valuation date for mortality and expense risks; on the VEL Plus series
of policies funded by the VEL Account, the charge is .65% per annum. This charge
may be increased or decreased by the Board of Directors of the Company once each
year, subject to compliance with applicable state and federal requirements, but
the total charge may not exceed 1.275% per annum.
Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned
subsidiary of First Allmerica, is principal underwriter and general distributor
of VEL, and does not receive any compensation for sales of VEL policies.
Commissions are paid to registered representatives of Allmerica Investments and
certain registered broker-dealers by the Company. As the current series of
policies have a surrender charge, no deduction is made for sales charges at the
time of the sale. For the years ended December 31, 1997, 1996, and 1995, the
Company received $892,028, $1,397,146, and $1,391,628, respectively, for
surrender charges applicable to VEL.
NOTE 5 -- DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Code, a variable life
insurance contract, other than a contract issued in connection with certain
types of employee benefit plans, will not be treated as a variable life
insurance contract for federal income tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of The Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that VEL satisfies the current requirements of
the regulations, and it intends that VEL will continue to meet such
requirements.
SA-15
<PAGE>
VEL ACCOUNT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 -- PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of the Trust, Fidelity VIP,
Fidelity VIP II, T. Rowe Price, and DGPF shares by VEL during the year ended
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- ------------------------------------------------------------------ ------------ ------------
<S> <C> <C>
ALLMERICA INVESTMENT TRUST:
Growth.......................................................... $ 11,162,006 $ 3,472,202
Investment Grade Income......................................... 1,496,924 2,306,071
Money Market.................................................... 6,319,276 6,681,753
Equity Index.................................................... 5,159,440 2,669,131
Government Bond................................................. 696,962 607,583
Select Aggressive Growth........................................ 5,614,884 2,468,270
Select Growth................................................... 3,681,135 977,374
Select Growth and Income........................................ 2,904,310 1,071,789
Select Value Opportunity*....................................... 5,616,729 2,151,558
Select International Equity..................................... 4,866,689 1,396,627
Select Capital Appreciation..................................... 2,054,552 1,721,626
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Money Market.................................................... 7,160,863 7,510,545
High Income..................................................... 5,626,324 5,115,451
Equity-Income................................................... 8,063,746 6,255,905
Growth.......................................................... 3,588,113 7,249,367
Overseas........................................................ 3,742,360 4,639,089
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:
Asset Manager................................................... 551,019 235,525
T. ROWE PRICE INTERNATIONAL SERIES, INC.:
International Stock............................................. 3,667,039 2,389,009
DELAWARE GROUP PREMIUM FUND, INC.:
DGPF International Equity....................................... 2,558,762 1,607,729
------------ ------------
Totals.......................................................... $ 84,531,133 $ 60,526,604
------------ ------------
------------ ------------
</TABLE>
* Name changed. See Note 1.
SA-16
<PAGE>
APPENDIX A
OPTIONAL BENEFITS
This Appendix is intended to provide only a very brief overview of additional
insurance benefits available by rider. For more information, contact your agent.
The following supplemental benefits are available for issue under the Policies
for an additional charge. CERTAIN RIDERS MAY NOT BE AVAILABLE IN ALL STATES.
WAIVER OF PREMIUM RIDER
This rider provides that during periods of total disability, continuing more
than four months, the Company will add to the Policy Value each month an
amount selected by you or the amount needed to pay the Policy charges,
whichever is greater. This value will be used to keep the Policy in force.
This benefit is subject to the Company's maximum issue benefits. Its cost
will change yearly.
GUARANTEED INSURABILITY RIDER
This rider guarantees that insurance may be added at various option dates
without Evidence of Insurability. This benefit may be exercised on the
option dates even if the Insured is disabled.
OTHER INSURED RIDER
This rider provides a term insurance benefit for up to five Insureds. At
present this benefit is only available for the spouse and children of the
primary Insured. The rider includes a feature that allows the "other
Insured" to convert the coverage to a flexible premium adjustable life
insurance policy.
CHILDREN'S INSURANCE RIDER
This rider provides coverage for eligible minor children. It also covers
future children, including adopted children and stepchildren.
ACCIDENTAL DEATH BENEFIT RIDER
This rider pays an additional benefit for death resulting from a covered
accident prior to the Policy anniversary nearest the Insured's Age 70.
EXCHANGE OPTION RIDER
This rider allows you to use the Policy to insure a different person,
subject to Company guidelines.
LIVING BENEFITS RIDER
This rider permits part of the proceeds of the Policy to be available before
death if the Insured becomes terminally ill or is permanently confined to a
nursing home.
EXCHANGE TO TERM INSURANCE RIDER
This rider allows a Policy owner which is a corporation or corporate grantor
trust to exchange the Policy prior to the third Policy anniversary for a
five-year non-convertible term insurance policy. An exchange credit will be
paid to the policy owner. This rider may not be available in all states.
A-1
<PAGE>
APPENDIX B
PAYMENT OPTIONS
PAYMENT OPTIONS
Upon Written Request, the Surrender Value or all or part of the Death Proceeds
may be placed under one or more of the payment options below or any other option
offered by the Company. If you do 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.
If a payment option is selected, the Beneficiary may pay to the Company any
amount that would otherwise be deducted from the Sum Insured.
The amounts payable under a payment option for each $1,000 value applied will be
the greater of:
- the rate per $1,000 of value applied based on the Company's non-guaranteed
current payment option rates for the Policies; or
- the rate in the Policy for the applicable payment option.
The following payment options are currently available. The amounts payable under
these options are paid from the General Account. None is based on the investment
experience of the Variable Account.
<TABLE>
<C> <S>
Option A: PAYMENTS FOR A SPECIFIED NUMBER OF YEARS. The Company will make equal
payments for any selected number of years (not greater than 30). Payments
may be made annually, semi- annually, quarterly or monthly.
Option B: LIFETIME MONTHLY PAYMENTS. Payments are based on the payee's age on the date
the first payment will be made. One of three variations may be chosen.
Depending upon this choice, payments will end:
(1) upon the death of the payee, with no further payments due (Life Annuity), or
(2) upon the death of the payee, but not before the sum of the payments made
first equals or exceeds the amount applied under this option (Life Annuity
with Installment Refund),
(3) upon the death of the payee, but not before a selected period (5, 10 or 20
years) has elapsed (Life Annuity with Period Certain).
Option C: INTEREST PAYMENTS. The Company will pay interest at a rate determined by the
Company each year but which will not be less than 3.5%. Payments may be made
annually, semi-annually, quarterly or monthly. Payments will end when the
amount left with the Company has been withdrawn. Payments will not continue,
however, after the death of the payee. Any unpaid balance plus accrued
interest will be paid in a lump sum.
Option D: PAYMENTS FOR A SPECIFIED AMOUNT. Payments will be made until the unpaid
balance is exhausted. Interest will be credited to the unpaid balance. The
rate of interest will be determined by the Company each year but will not be
less than 3.5%. Payments may be made annually, semi-annually, quarterly or
monthly. The payment level selected must provide for the payment each year
of at least 8% of the amount applied.
Option E: LIFETIME MONTHLY PAYMENTS FOR TWO PAYEES. One of three variations may be
chosen. After the death of one payee, payments will continue to the
survivor:
(1) in the same amount as the original amount;
(2) in an amount equal to two-thirds of the original amount; or
(3) in an amount equal to one-half-half of the original amount.
</TABLE>
B-1
<PAGE>
Payments under Option E are based on the payees' ages on the date the first
payment is due. Payments will end upon the death of the surviving payee.
SELECTION OF PAYMENT OPTIONS
The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50.
Subject to your and/or the Beneficiary's provision, any option selection may be
changed before the Death Proceeds becomes payable. If you make no selection, the
Beneficiary may select an option when the Death Proceeds becomes payable.
If the amount of monthly income payments under Option B(3) for the attained age
of the payee are the same for different periods certain, the Company will deem
an election to have been made for the longest period certain which could have
been elected for such age and amount.
You may give the Beneficiary the right to change from Option C or D to any other
option at any time. If the payee selects Option C or D when this Policy becomes
a claim, the right may be reserved to change to any other option. The payee who
elects to change options must be a payee under the option selected.
ADDITIONAL DEPOSITS
An additional deposit may be made to any proceeds when they are applied under
Option B or E. A charge not to exceed 3% will be made. The Company may limit the
amount of this deposit.
RIGHTS AND LIMITATIONS
A payee does not have the right to assign any amount payable under any option. A
payee does not have the right to commute any amount payable under Option B or E.
A payee will have the right to commute any amount payable under Option A only if
the right is reserved in the Written Request selecting the option. If the right
to commute is exercised, the commuted values will be computed at the interest
rates used to calculate the benefits. The amount left under Option C, and any
unpaid balance under Option D, may be withdrawn by the payee only as set forth
in the Written Request selecting the option.
A corporation or fiduciary payee may select only option A, C or D. Such
selection will be subject to the consent of the Company.
PAYMENT DATES
The first payment under any option, except Option C, will be due on the date the
Policy matures by death or otherwise, unless another date is designated.
Payments under Option C begin at the end of the first payment period.
The last payment under any option will be made as stated in the description of
that option. However, should a payee under Option B or E die prior to the due
date of the second monthly payment, the amount applied less the first monthly
payment will be paid in a lump sum or under any option other than Option E. A
lump sum payment will be made to the surviving payee under Option E or the
succeeding payee under Option B.
B-2
<PAGE>
APPENDIX C
ILLUSTRATIONS OF SUM INSURED, POLICY VALUES AND
ACCUMULATED PREMIUMS
The following tables illustrate the way in which the Policy's Sum Insured and
Policy Value could vary over an extended period of time.
ASSUMPTIONS
The tables illustrate a Policy issued to a male, Age 30, under a standard
Premium Class and qualifying for the non-smoker discount, and a Policy issued to
a male, Age 45, under a standard Premium Class and qualifying for the non-smoker
discount. In each case, one table illustrates the guaranteed cost of insurance
rates and the other table illustrates the current cost of insurance rates as
presently in effect.
The tables assume that no Policy loans have been made, that you have not
requested an increase or decrease in the initial Face Amount, that no partial
withdrawals have been made, and that no transfers above 12 have been made in any
Policy year (so that no transaction or transfer charges have been incurred).
The tables assume that all premiums are allocated to and remain in the VEL
Account for the entire period shown. The tables are based on hypothetical gross
investment rates of return for the Underlying Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equivalent to constant gross
(after tax) annual rates of 0%, 6%, and 12%. The second column of the tables
shows the amount which would accumulate if an amount equal to the Guideline
Annual Premium were invested to earn interest (after taxes) at 5%, compounded
annually.
The Policy Values and Death Proceeds would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the VEL Account, if the
actual rates of return averaged 0%, 6% or 12%, but the rates of each Underlying
Fund varied above and below such averages.
DEDUCTIONS FOR CHARGES
The amounts shown for the Death Proceeds and Policy Values take into account the
deduction from premium for the premium tax charge, the Monthly Deduction from
Policy Value, and the daily charge against the VEL Account for mortality and
expense risks. In the Current Cost of Insurance Tables, the mortality and
expense risk charge is equivalent to an effective annual rate of 0.65%. In the
Guaranteed Cost of Insurance Tables, the mortality and expense risk charge is
equivalent to an effective annual rate of 0.90%.
EXPENSES OF THE UNDERLYING FUNDS
The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.85% of the average daily net assets of the Underlying Fund. The actual fees
and expenses of each Underlying Fund vary, and in 1997 ranged from an annual
rate of 0.35% to an annual rate of 2.00% of average daily net assets. The fees
and expenses associated with your Policy may be more or less than 0.85% in the
aggregate, depending upon how you make allocations of Policy Value among the
Sub-Accounts.
AFIMS has declared a voluntary expense limitation of 1.35% of average net assets
for the Select Aggressive Growth Fund and Select Capital Appreciation Fund,
1.50% for the Select International Equity Fund, 1.25% for the Select Value
Opportunity Fund, 1.20% for the Growth Fund and Select Growth Fund, 1.10% for
the Select Growth and Income, 1.00% for the Investment Grade Income Fund and
Government Bond Fund, and 0.60% for the Money Market Fund and Equity Index Fund.
The total operating expenses of these Funds of the
C-1
<PAGE>
Trust were less than their respective expense limitations throughout 1997. These
limitations may be terminated at any time.
Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-adviser. These limitations may be terminated at any time.
Effective July 1, 1997, Delaware International Advisers Ltd., the investment
adviser for the International Equity Series, has agreed to limit total annual
expenses of the fund to 0.95%. This limitation replaces a prior limitation of
0.80% that expired on June 30, 1997. The new limitation will be in effect
through October 31, 1998. In 1997, the actual ratio of total annual expenses of
the International Equity Series was 0.85%.
NET ANNUAL RATES OF INVESTMENT
In the Current Cost of Insurance Tables, taking into account the 0.65% charge to
the VEL Account and the assumed 0.85% charge for Underlying Fund advisory fees
and operating expenses, the gross annual rates of investment return of 0%, 6%
and 12% correspond to net annual rates of (-1.50%), 4.50% and 10.50%,
respectively. In the Guaranteed Cost of Insurance Tables, taking into account
the guaranteed 0.90% charge to the VEL Account and the assumed 0.85% charge for
Underlying Fund advisory fees and operating expenses, the gross annual rates of
investment return of 0%, 6% and 12% correspond to net annual rates of (-1.75%),
4.25% and 10.25%, respectively
The hypothetical returns shown in the table do not reflect any charges for
income taxes against the VEL Account since no charges are currently made. If in
the future, however, such charges are made in order to produce illustrated death
benefits and cash values, the gross annual investment rate of return would have
to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.
UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE ILLUSTRATION BASED UPON THE
PROPOSED INSURED'S AGE, SEX, AND UNDERWRITING CLASSIFICATION, AND THE REQUESTED
FACE AMOUNT, SUM INSURED OPTION, AND RIDERS.
TO CHOOSE THE SUB-ACCOUNTS WHICH BEST WILL MEET YOUR NEEDS AND OBJECTIVES,
CAREFULLY READ THE PROSPECTUSES OF THE TRUST, FIDELITY VIP, FIDELITY VIP II, T.
ROWE PRICE AND DGPF ALONG WITH THIS PROSPECTUS.
C-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS POLICY
NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 1
CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ----------------------------- ----------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 169 3,511 250,000 398 3,740 250,000 627 3,969 250,000
2 9,041 3,599 6,941 250,000 4,278 7,620 250,000 4,985 8,327 250,000
3 13,903 6,948 10,290 250,000 8,302 11,644 250,000 9,770 13,112 250,000
4 19,008 10,344 13,553 250,000 12,607 15,815 250,000 15,158 18,367 250,000
5 24,368 13,924 16,731 250,000 17,333 20,140 250,000 21,335 24,142 250,000
6 29,996 17,417 19,823 250,000 22,218 24,625 250,000 28,087 30,493 250,000
7 35,906 20,817 22,822 250,000 27,263 29,268 250,000 35,470 37,475 250,000
8 42,112 24,125 25,729 250,000 32,475 34,079 250,000 43,553 45,158 250,000
9 48,627 27,339 28,542 250,000 37,861 39,064 250,000 52,414 53,618 250,000
10 55,469 30,455 31,258 250,000 43,425 44,228 250,000 62,136 62,938 250,000
11 62,652 33,470 33,871 250,000 49,174 49,575 250,000 72,812 73,213 250,000
12 70,195 36,347 36,347 250,000 55,084 55,084 250,000 84,523 84,523 250,000
13 78,114 38,681 38,681 250,000 60,759 60,759 250,000 96,985 96,985 250,000
14 86,430 40,878 40,878 250,000 66,616 66,616 250,000 110,745 110,745 250,000
15 95,161 42,927 42,927 250,000 72,658 72,658 250,000 125,951 125,951 250,000
16 104,330 44,816 44,816 250,000 78,889 78,889 250,000 142,778 142,778 250,000
17 113,956 46,568 46,568 250,000 85,343 85,343 250,000 161,442 161,442 250,000
18 124,064 48,169 48,169 250,000 92,026 92,026 250,000 182,169 182,169 250,000
19 134,677 49,606 49,606 250,000 98,948 98,948 250,000 205,218 205,218 254,471
20 145,821 50,863 50,863 250,000 106,117 106,117 250,000 230,716 230,716 281,474
Age 60 95,161 42,927 42,927 250,000 72,658 72,658 250,000 125,951 125,951 250,000
Age 65 145,821 50,863 50,863 250,000 106,117 106,117 250,000 230,716 230,716 281,474
Age 70 210,477 53,493 53,493 250,000 146,018 146,018 250,000 402,757 402,757 467,199
Age 75 292,995 47,788 47,788 250,000 195,441 195,441 250,000 683,028 683,028 730,840
</TABLE>
(1) Assumes a $4,200 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause the Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS POLICY
NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 1
GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ----------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 0 3,218 250,000 96 3,438 250,000 317 3,659 250,000
2 9,041 2,995 6,337 250,000 3,638 6,981 250,000 4,310 7,652 250,000
3 13,903 6,013 9,355 250,000 7,287 10,629 250,000 8,669 12,011 250,000
4 19,008 9,058 12,267 250,000 11,172 14,380 250,000 13,561 16,769 250,000
5 24,368 12,264 15,071 250,000 15,433 18,241 250,000 19,163 21,971 250,000
6 29,996 15,359 17,765 250,000 19,804 22,210 250,000 25,254 27,661 250,000
7 35,906 18,330 20,335 250,000 24,276 26,281 250,000 31,876 33,881 250,000
8 42,112 21,169 22,773 250,000 28,847 30,451 250,000 39,081 40,685 250,000
9 48,627 23,864 25,067 250,000 33,510 34,713 250,000 46,925 48,129 250,000
10 55,469 26,402 27,204 250,000 38,257 39,059 250,000 55,474 56,276 250,000
11 62,652 28,774 29,175 250,000 43,088 43,489 250,000 64,805 65,206 250,000
12 70,195 30,971 30,971 250,000 48,000 48,000 250,000 75,009 75,009 250,000
13 78,114 32,584 32,584 250,000 52,590 52,590 250,000 85,789 85,789 250,000
14 86,430 34,006 34,006 250,000 57,263 57,263 250,000 97,668 97,668 250,000
15 95,161 35,224 35,224 250,000 62,016 62,016 250,000 110,784 110,784 250,000
16 104,330 36,213 36,213 250,000 66,836 66,836 250,000 125,288 125,288 250,000
17 113,956 36,951 36,951 250,000 71,716 71,716 250,000 141,362 141,362 250,000
18 124,064 37,402 37,402 250,000 76,640 76,640 250,000 159,214 159,214 250,000
19 134,677 37,519 37,519 250,000 81,583 81,583 250,000 179,093 179,093 250,000
20 145,821 37,259 37,259 250,000 86,529 86,529 250,000 201,301 201,301 250,000
Age 60 95,161 35,224 35,224 250,000 62,016 62,016 250,000 110,784 110,784 250,000
Age 65 145,821 37,259 37,259 250,000 86,529 86,529 250,000 201,301 201,301 250,000
Age 70 210,477 28,887 28,887 250,000 111,044 111,044 250,000 351,911 351,911 408,217
Age 75 292,995 1,002 1,002 250,000 133,676 133,676 250,000 594,915 594,915 636,559
</TABLE>
(1) Assumes a $4,200 premium is paid at the beginning of each policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.
(2) Assumes that no policy loan has been made. Excessive loans or withdrawals
may cause the policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS POLICY
NON-SMOKER AGE 30
SPECIFIED FACE AMOUNT = $75,000
SUM INSURED OPTION 2
CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------ ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- -------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 391 1,218 76,218 469 1,296 76,296 547 1,374 76,374
2 3,014 1,590 2,417 77,417 1,822 2,649 77,649 2,064 2,891 77,891
3 4,634 2,770 3,597 78,597 3,235 4,062 79,062 3,739 4,566 79,566
4 6,336 3,963 4,756 79,756 4,742 5,536 80,536 5,620 6,414 81,414
5 8,123 5,200 5,895 80,895 6,378 7,073 82,073 7,758 8,453 83,453
6 9,999 6,418 7,014 82,014 8,080 8,675 83,675 10,107 10,702 85,702
7 11,969 7,615 8,111 83,111 9,850 10,346 85,346 12,687 13,183 88,183
8 14,037 8,791 9,188 84,188 11,690 12,087 87,087 15,523 15,920 90,920
9 16,209 9,944 10,242 85,242 13,602 13,899 88,899 18,640 18,937 93,937
10 18,490 11,075 11,273 86,273 15,588 15,787 90,787 22,066 22,264 97,264
11 20,884 12,183 12,282 87,282 17,652 17,752 92,752 25,834 25,933 100,933
12 23,398 13,267 13,267 88,267 19,796 19,796 94,796 29,978 29,978 104,978
13 26,038 14,230 14,230 89,230 21,924 21,924 96,924 34,439 34,439 109,439
14 28,810 15,168 15,168 90,168 24,138 24,138 99,138 39,358 39,358 114,358
15 31,720 16,082 16,082 91,082 26,441 26,441 101,441 44,783 44,783 119,783
16 34,777 16,971 16,971 91,971 28,836 28,836 103,836 50,765 50,765 125,765
17 37,985 17,834 17,834 92,834 31,326 31,326 106,326 57,363 57,363 132,363
18 41,355 18,672 18,672 93,672 33,915 33,915 108,915 64,639 64,639 139,639
19 44,892 19,482 19,482 94,482 36,605 36,605 111,605 72,664 72,664 147,664
20 48,607 20,265 20,265 95,265 39,400 39,400 114,400 81,515 81,515 156,515
Age 60 97,665 26,128 26,128 101,128 73,669 73,669 148,669 239,066 239,066 320,348
Age 65 132,771 27,075 27,075 102,075 95,370 95,370 170,370 397,981 397,981 485,536
Age 70 177,576 25,859 25,859 100,859 120,012 120,012 195,012 655,712 655,712 760,626
Age 75 234,759 21,358 21,358 96,358 146,824 146,824 221,824 1,075,003 1,075,003 1,150,253
</TABLE>
(1) Assumes a $1,400 premium is paid at the beginning of each policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.
(2) Assumes that no policy loan has been made. Excessive loans or withdrawals
may cause the policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS POLICY
NON-SMOKER AGE 30
SPECIFIED FACE AMOUNT = $75,000
SUM INSURED OPTION 2
GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST -------------------------------- ------------------------------ ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ ---------- --------- --------- --------- --------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,470 368 1,195 76,195 445 1,272 76,272 522 1,349 76,349
2 3,014 1,542 2,369 77,369 1,772 2,599 77,599 2,011 2,838 77,838
3 4,634 2,697 3,524 78,524 3,156 3,983 78,983 3,654 4,481 79,481
4 6,336 3,864 4,658 79,658 4,633 5,427 80,427 5,499 6,293 81,293
5 8,123 5,074 5,769 80,769 6,234 6,929 81,929 7,594 8,289 83,289
6 9,999 6,264 6,859 81,859 7,899 8,494 83,494 9,894 10,490 85,490
7 11,969 7,430 7,926 82,926 9,627 10,123 85,123 12,418 12,914 87,914
8 14,037 8,573 8,970 83,970 11,421 11,818 86,818 15,189 15,586 90,586
9 16,209 9,691 9,988 84,988 13,281 13,578 88,578 18,230 18,527 93,527
10 18,490 10,782 10,981 85,981 15,209 15,407 90,407 21,568 21,767 96,767
11 20,884 11,848 11,947 86,947 17,208 17,307 92,307 25,235 25,334 100,334
12 23,398 12,886 12,886 87,886 19,279 19,279 94,279 29,262 29,262 104,262
13 26,038 13,798 13,798 88,798 21,326 21,326 96,326 33,589 33,589 108,589
14 28,810 14,680 14,680 89,680 23,449 23,449 98,449 38,353 38,353 113,353
15 31,720 15,535 15,535 90,535 25,652 25,652 100,652 43,602 43,602 118,602
16 34,777 16,358 16,358 91,358 27,935 27,935 102,935 49,382 49,382 124,382
17 37,985 17,149 17,149 92,149 30,302 30,302 105,302 55,749 55,749 130,749
18 41,355 17,909 17,909 92,909 32,754 32,754 107,754 62,763 62,763 137,763
19 44,892 18,634 18,634 93,634 35,293 35,293 110,293 70,489 70,489 145,489
20 48,607 19,325 19,325 94,325 37,921 37,921 112,921 79,000 79,000 154,000
Age 60 97,665 23,540 23,540 98,540 69,069 69,069 144,069 229,311 229,311 307,277
Age 65 132,771 22,834 22,834 97,834 87,528 87,528 162,528 379,592 379,592 463,102
Age 70 177,576 18,660 18,660 93,660 106,479 106,479 181,479 620,824 620,824 720,156
Age 75 234,759 8,948 8,948 83,948 123,390 123,390 198,390 1,009,588 1,009,588 1,084,588
</TABLE>
(1) Assumes a $1,400 premium is paid at the beginning of each Policy year.
Values will be different if premiums are paid with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause the Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS POLICY
UNISEX NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 3
CURRENT COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST -------------------------------- -------------------------------- -----------------------------------
CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---------- --------- --------- ----------- -------- --------- ----------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 8,791 12,133 250,000 9,545 12,887 250,000 10,299 13,641 250,000
2 9,041 20,731 24,073 250,000 23,003 26,345 250,000 25,366 28,709 250,000
3 13,903 32,483 35,826 250,000 37,062 40,404 250,000 42,016 45,358 250,000
4 19,008 44,182 47,391 250,000 51,884 55,092 250,000 60,551 63,760 250,000
5 24,368 55,967 58,774 250,000 67,635 70,443 250,000 81,301 84,109 250,000
6 29,996 67,573 69,980 250,000 84,084 86,491 250,000 104,151 106,558 285,574
7 35,906 79,001 81,007 250,000 101,225 103,230 268,399 129,221 131,226 341,189
8 42,112 90,257 91,861 250,000 119,018 120,622 303,967 156,727 158,331 398,995
9 48,627 101,335 102,538 250,193 137,485 138,688 338,398 186,906 188,109 458,987
10 55,469 112,180 112,983 267,769 156,642 157,444 373,143 220,008 220,810 523,320
11 62,652 122,795 123,196 283,350 176,512 176,913 406,899 256,311 256,712 590,437
12 70,195 133,156 133,156 296,938 197,080 197,080 439,489 296,068 296,068 660,231
13 78,114 142,865 142,865 308,589 217,964 217,964 470,803 339,198 339,198 732,668
14 86,430 152,326 152,326 319,885 239,586 239,586 503,131 386,455 386,455 811,556
15 95,161 161,537 161,537 329,536 261,958 261,958 534,395 438,211 438,211 893,950
16 104,330 170,486 170,486 339,268 285,076 285,076 567,301 494,835 494,835 984,722
17 113,956 179,215 179,215 345,884 309,021 309,021 596,410 556,889 556,889 1,074,796
18 124,064 187,709 187,709 352,893 333,791 333,791 627,527 624,830 624,830 1,174,680
19 134,677 195,970 195,970 358,625 359,403 359,403 657,708 699,192 699,192 1,279,521
20 145,821 204,001 204,001 363,121 385,880 385,880 686,867 780,566 780,566 1,389,408
Age 60 95,161 161,537 161,537 329,536 261,958 261,958 534,395 438,211 438,211 893,950
Age 65 145,821 204,001 204,001 363,121 385,880 385,880 686,867 780,566 780,566 1,389,408
Age 70 210,477 240,274 240,274 379,633 530,825 530,825 838,703 1,314,225 1,314,225 2,076,476
Age 75 292,995 270,450 270,450 384,039 698,120 698,120 991,331 2,137,855 2,137,855 3,035,753
</TABLE>
Assumes a $13,160 premium is paid at the beginning of each Policy Year. Values
will be different if premiums are paid with a different frequency or in
different amounts.
Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE EXCEPTIONAL LIFE PLUS
UNISEX NON-SMOKER AGE 45
SPECIFIED FACE AMOUNT = $250,000
SUM INSURED OPTION 3
GUARANTEED COST OF INSURANCE CHARGES
<TABLE>
<CAPTION>
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST -------------------------------- -------------------------------- ----------------------------------
CERTIFICATE AT 5% SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH SURRENDER CERTIFICATE DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---------- --------- --------- ----------- -------- --------- ----------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,410 8,597 11,939 250,000 9,349 12,691 250,000 10,101 13,444 250,000
2 9,041 20,340 23,682 250,000 22,597 25,939 250,000 24,946 28,288 250,000
3 13,903 31,889 35,231 250,000 36,431 39,773 250,000 41,348 44,690 250,000
4 19,008 43,379 46,588 250,000 51,014 54,222 250,000 59,611 62,820 250,000
5 24,368 54,952 57,759 250,000 66,516 69,323 250,000 80,070 82,878 250,000
6 29,996 66,342 68,748 250,000 82,708 85,114 250,000 102,588 104,994 281,385
7 35,906 77,548 79,554 250,000 99,575 101,580 264,108 127,195 129,200 335,920
8 42,112 88,573 90,178 250,000 117,005 118,609 298,895 154,075 155,679 392,311
9 48,627 99,417 100,620 250,000 135,003 136,206 332,344 183,423 184,626 450,487
10 55,469 109,974 110,776 262,540 153,565 154,367 365,850 215,434 216,236 512,480
11 62,652 120,238 120,639 277,470 172,698 173,099 398,127 250,339 250,740 576,702
12 70,195 130,210 130,210 290,368 192,410 192,410 429,074 288,387 288,387 643,102
13 78,114 139,493 139,493 301,305 212,312 212,312 458,595 329,451 329,451 711,614
14 86,430 148,484 148,484 311,816 232,802 232,802 488,885 374,207 374,207 785,835
15 95,161 157,186 157,186 320,660 253,890 253,890 517,935 422,973 422,973 862,865
16 104,330 165,578 165,578 329,499 275,539 275,539 548,322 476,013 476,013 947,266
17 113,956 173,680 173,680 335,203 297,784 297,784 574,722 533,733 533,733 1,030,105
18 124,064 181,466 181,466 341,156 320,574 320,574 602,680 596,419 596,419 1,121,267
19 134,677 188,926 188,926 345,734 343,885 343,885 629,310 664,416 664,416 1,215,882
20 145,821 196,059 196,059 348,985 367,703 367,703 654,511 738,120 738,120 1,313,854
Age 60 95,161 157,186 157,186 320,660 253,890 253,890 517,935 422,973 422,973 862,865
Age 65 145,821 196,059 196,059 348,985 367,703 367,703 654,511 738,120 738,120 1,313,854
Age 70 210,477 226,719 226,719 358,216 493,511 493,511 779,747 1,206,921 1,206,921 1,906,935
Age 75 292,995 249,160 249,160 353,807 628,188 628,188 892,026 1,889,068 1,889,068 2,682,477
</TABLE>
Assumes a $13,160 premium is paid at the beginning of each Policy Year. Values
will be different if premiums are paid with a different frequency or in
different amounts.
Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICY OWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, CASH VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGES 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR CASH VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIVES CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
C-8
<PAGE>
APPENDIX D
CALCULATION OF MAXIMUM SURRENDER CHARGES
A separate surrender charge is calculated upon issuance of the Policy and upon
each increase in Face Amount. The maximum surrender charge calculated upon
issuance of the Policy is equal to $8.50 per thousand dollars of the initial
Face Amount plus 30% of the Guideline Annual Premium. The maximum surrender
charge for an increase in Face Amount is $8.50 per thousand dollars of increase,
plus 30% of the Guideline Annual Premium for the increase. The calculation may
be summarized in the following formula:
Maximum surrender charge = (8.5 X Face Amount) + (0.3 X Guideline Annual
Premium)
----------------------------------------------
1000
In accordance with limitations under state insurance regulations, the amount of
the maximum surrender charges at certain Ages will not exceed a specified amount
per $1,000 of initial Face Amount (or increase in Face Amount) as shown below.
The maximum surrender charge remains level for the first 44 Policy months,
reduces by 1% per month for the next 76 Policy months, and is zero thereafter.
The actual surrender charge imposed may be less than the maximum. The actual
surrender charge imposed will be the lesser of either the maximum surrender
charge or the sum of $8.50 per thousand dollars of Face Amount plus 30% of
premiums paid which are associated with the initial Face Amount or increase, as
applicable.
The Factors used in calculating the maximum surrender charges vary with the
issue Age and Premium Class (Smoker) as indicated in the table below.
MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT
<TABLE>
<CAPTION>
Age at Age at
issue or Unisex Unisex issue or Unisex Unisex
increase Nonsmoker Smoker increase Nonsmoker Smoker
- --------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
0 7.53 41 12.88 14.18
1 7.54 42 13.08 14.46
2 7.66 43 13.30 14.75
3 7.79 44 13.53 15.05
4 7.93 45 13.77 15.37
5 8.08 46 14.03 15.71
6 8.24 47 14.31 16.07
7 8.40 48 14.60 16.45
8 8.57 49 14.91 16.85
9 8.76 50 15.24 17.27
10 8.96 51 15.59 17.72
11 9.16 52 15.97 18.20
12 9.38 53 16.37 18.70
13 9.60 54 16.80 19.23
14 9.83 55 17.25 19.80
15 10.07 56 17.73 20.39
16 10.30 57 18.25 21.01
17 10.53 58 18.80 21.68
18 9.91 10.77 59 19.39 22.38
19 10.06 10.84 60 20.02 23.14
20 10.22 0.92 61 20.70 23.94
</TABLE>
D-1
<PAGE>
<TABLE>
<CAPTION>
Age at Age at
issue or Unisex Unisex issue or Unisex Unisex
increase Nonsmoker Smoker increase Nonsmoker Smoker
- --------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
21 10.39 10.99 62 21.42 24.79
22 10.57 11.08 63 22.20 25.70
23 10.64 11.16 64 23.04 26.66
24 10.71 11.26 65 23.93 27.67
25 10.78 11.36 66 24.88 28.74
26 10.86 11.46 67 25.90 29.87
27 10.95 11.58 68 27.00 31.07
28 11.04 11.70 69 28.18 32.35
29 11.14 11.83 70 29.46 33.73
30 11.24 11.97 71 30.85 35.21
31 11.35 12.12 72 32.33 36.79
32 11.47 12.28 73 33.94 38.48
33 11.59 12.44 74 35.66 40.26
34 11.72 12.62 75 37.50 42.14
35 11.86 12.81 76 39.46 44.11
36 12.01 13.01 77 41.56 45.84
37 12.16 13.22 78 43.82 45.59
38 12.32 13.44 79 44.20 45.31
39 12.50 13.67 80 43.88 45.02
40 12.68 13.92
</TABLE>
EXAMPLES
For the purposes of these examples, assume that a male, Age 45, non-smoker
purchases a $100,000 Policy. In this example the Guideline Annual Premium equals
$1,682.90. His maximum surrender charge at issue is calculated as follows:
<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)
(2) Deferred Sales Charge $504.87
(30% of Guideline Annual Premium)
Maximum Surrender Charge $1,354.87
</TABLE>
The actual surrender charge is the smaller of the maximum surrender charge and
the following sum:
<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)
(2) Deferred Sales Charge Varies
(30% of Premiums Paid associated with the initial
face amount)
-------------
Sum of (1)
and (2)
</TABLE>
The maximum surrender charge is $1,354.87. All premiums are associated with the
initial face amount unless the face amount is increased.
D-2
<PAGE>
Example 1:
Assume the Policyowner surrenders the Policy in the tenth Policy month, having
paid total premiums of $1,500. The actual surrender charge would be $1,300. If,
instead of $1,500, he had paid total premiums of $1,682.90 or greater, the
actual surrender charge would be $1,354.87.
Example 2:
Assume the Policyowner surrenders the Policy in the 54th month, having paid
total premiums of $1,500. After the 44th Policy month, the maximum surrender
charge decreases by 1% per month ($13.5487 per month in this example). In this
example the maximum surrender charge would be $1,219.38. The actual surrender
charge is $1,219.38. If instead of $1,500, he had paid total premiums of less
than $1,231.27, the actual surrender charge would be less than $1,219.38.
Example 3:
This example illustrates the calculation of the surrender charge for an
increase. A separate surrender charge is calculated when the Face Amount of the
Policy is increased. Assume our sample Policyowner increases his Face Amount to
$250,000 on the 25th monthly payment date at Age 47. In this example the
Guideline Annual Premium for the increase is $2,681.26.
The maximum surrender charge for the increase is $2,109.49 as calculated below:
<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $1,275.00
($8.50/$1,000 of Face Amount)
(2) Deferred Sales Charge $804.38
(30% of Guideline Annual Premium for the increase)
Maximum Surrender Charge $2,079.38
</TABLE>
The actual surrender charge for the increase is the smaller of the maximum
surrender charge for the increase and the following sum:
<TABLE>
<C> <S> <C>
(1) Deferred Administrative Charge $1,275.00
(2) Deferred Sales Charge Varies
(30% of the Policy value, on the effective date of
the increase, associated with the increase)
(3) (30% of Premiums paid associated the increase) Varies
-------------
Sum of (1), (2), and (3)
</TABLE>
To calculate the actual surrender charges, premium and accumulated value must be
allocated between the initial face amount and the increase. This is done as
follows:
(1) Premium is allocated to the initial face amount if it is received before an
application for an increase.
(2) Premium is associated with the base Policy and the increase in proportion to
their respective Guideline Annual Premiums if the premium is received after
an application for an increase. In this example, 39.4% of premium
($1,740.95/$4,422.21) is allocated to the initial face amount and 60.6% of
premium ($2,681.26/$4,422.21) is allocated to the increase.
(3) The Policy Value on the effective date of an increase is also allocated
between the initial Face Amount and the increase in proportion to their
Guideline Annual Premiums. In this example 60.6% ($2,681.26/$4,422.21) of
the Policy Value will be allocated to the increase.
D-3
<PAGE>
Continuing the example, assume that the Policyowner has paid $1,500 of premium
before and $2,000 after the effective date of the increase. Also, assume that
the Policy Value of the Policy on the effective date of the increase is $1,300.
The following values result when the policy is surrendered in the 54th policy
month.
(A) Related to the Initial Face Amount
1. The maximum surrender charge began to decrease in the 44th Policy month
and now equals $1,219.38.
2. The actual surrender charge is the lesser of $1,219.38 and the following
sum.
<TABLE>
<C> <S> <C>
(a) Deferred Administrative Charge $850.00
(b) 30% of premium paid before the increase $450.00
(c) 11.82% (.30 X .394) of premium paid after the $236.40
increase
$1,536.40
</TABLE>
The actual surrender charge for the initial Face Amount is thus $1,219.38.
(B) Related to the Increase in Face Amount
1. The maximum surrender charge is $2,079.38, decreasing by 1% per month
beginning in the 68th Policy month (44 months after the effective date of
the increase).
2. The actual surrender charge is the lesser of $2,079.38 and the following
sum.
<TABLE>
<C> <S> <C>
(a) Deferred Administrative Charge $1,275.00
(b) 18.18% (.30 X .606) of the $1,300 Policy value on $236.34
the effective date of the increase
(c) 18.18% of the $2,000.00 of premium paid after the $363.60
increase
$1,874.94
</TABLE>
The surrender charge for the increase in Face Amount is $1,874.94. The total
surrender charge on the Policy is the sum of the surrender charge for the
initial Face Amount plus the surrender charge for the increase. The total
surrender charge is therefore $3,094.32 (the sum of $1,219.38 + $1,874.94).
Example 4:
This example illustrates the calculation of the charges on partial withdrawal
and their impact on the surrender charge(s). In addition to the facts in Example
3, assume that a $1,000 partial withdrawal is made in the 36th Policy month.
Assume that the Policy Value on the date of the partial withdrawal request was
$1,500. The partial withdrawal charge is $42.50 (10% of Policy Value, $150 in
this example, may be withdrawn at no charge other than the transaction charge.
The balance of $850 is assessed a charge of 5%.) A transaction charge of $20
(equal to the lesser of $25 or 2% of the amount withdrawn) would also be
assessed.
The maximum and actual surrender charges for the increase are reduced by the
partial withdrawal charge of $42.50 (but not the transaction charge of $20).
When the Policyowner surrenders the Policy in the 54th Policy month, the maximum
surrender charge for the increase is $2,036.88 (the difference of $2,079.38
- -$42.50) and the actual surrender charge for the increase is $1,932.44 (the
difference of $1,874.94 - $42.50).
The total surrender charge on the Policy is $3,051.82 (the sum of $1,219.38 +
$1,832.44).
D-4
<PAGE>
PART II
UNDERTAKINGS AND REPRESENTATIONS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission ("SEC") such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the SEC heretofore or hereafter duly adopted pursuant to authority
conferred in that section.
RULE 484 UNDERTAKING
Article VIII of Registrant's Bylaws provides: Each Director and each officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation against
all expenses actually and necessarily incurred by him in the defense or
reasonable settlement of any action, suit, or proceeding in which he is made a
party by reason of his being or having been a Director or officer of the
Corporation, including any sums paid in settlement or to discharge judgment,
except in relation to matters as to which he shall be finally adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or officer; and the foregoing right
of indemnification or reimbursement shall not affect any other rights to which
he may be entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.
Insofar as indemnification for liability arising under the 1933 Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940
The Company hereby represents that the aggregate fees and charges under the
Policies are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
<PAGE>
CONTENTS OF THE REGISTRATION STATEMENT
This registration statement amendment comprises the following papers and
documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of ____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the 1933 Act.
Representations pursuant to Section 26(e) of the 1940 Act.
The signatures.
Written consents of the following persons:
1. Actuarial Consent
2. Opinion of Counsel
3. Consent of Independent Accountants
The following exhibits:
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 of April 2, 1987 establishing the VEL Account is filed
herewith.
(2) Not Applicable.
(3) (a) Underwriting and Administrative Services Agreement between
the Company and Allmerica Investments, Inc. is filed herewith.
(b) Registered Representatives/Agents Agreement is filed
herewith.
(c) Sales Agreements are filed herewith.
(d) Commission Schedule is filed herewith.
(e) General Agents Agreement is filed herewith
(f) Career Agents Agreement is filed herewith.
(4) Not Applicable.
(5) Policy and initial Policy endorsements are filed herewith. The
following endorsements were previously filed on April 30, 1997 in
Post-Effective Amendment No. 10 and are incorporated by reference
herein:
- Paid up Life Insurance Option Endorsement
- Preferred Loan Endorsement
- Exchange to Term Insurance Rider
(6) Articles of Incorporation and Bylaws, as amended, of the Company
were previously filed on October 1, 1995 in Post-Effective
Amendment No. 8 and are incorporated by reference herein.
(7) Not Applicable.
(8) (a) Participation Agreement with Allmerica Investment Trust is
filed herewith.
<PAGE>
(b) Participation Agreement, as amended, with Variable
Insurance Products Fund is filed herewith.
(c) Participation Agreement, as amended, with Variable
Insurance Products Fund II is filed herewith.
(d) Participation Agreement with Delaware Group Premium Fund,
Inc. is filed herewith.
(e) Participation Agreement with T. Rowe Price International
Series, Inc. is filed herewith.
(f) Fidelity Service Agreement, effective as of November 1,
1995, was previously filed on April 30, 1996 in
Post-Effective Amendment No. 9 and is incorporated by
reference herein.
(g) An Amendment to the Fidelity Service Agreement, effective as
of January 1, 1997, was previously filed on April 30, 1997
in Post-Effective Amendment No. 10 and is incorporated by
reference herein.
(h) Fidelity Service Contract, effective as of January 1, 1997,
was previously filed on April 30, 1997 in Post-Effective
Amendment No. 10 and is incorporated by reference herein.
(i) Service Agreement with Rowe Price-Fleming International,
Inc. is filed herewith.
(9) Not Applicable.
(10) Application is filed herewith.
2. Policy and Policy riders are included in Exhibit 1(5) above.
3. Opinion of Counsel is filed herewith.
4. Not Applicable.
5. Not Applicable.
6. Actuarial Consent is filed herewith.
7. Procedures Memorandum dated October, 1991 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 filed herewith.
8. Consent of Independent Accountants is filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1993 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Worcester, and Commonwealth of Massachusetts on the 15th day of April, 1998.
VEL ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Abigail M. Armstrong
---------------------------
Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John F. O'Brien Director and Chairman of April 15, 1998
- ------------------------- the Board
John F. O'Brien
/s/ Bruce C. Anderson Director
- -------------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Chief Information
- ------------------------- Officer
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and
- ------------------------- Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Vice President and
- ------------------------- General Counsel
John F. Kelly
/s/ J. Barry May Director
- -------------------------
J. Barry May
/s/ James R. McAuliffe Director
- -------------------------
James R. McAuliffe
/s/ Edward J. Parry III Director, Vice President, Chief
- ------------------------- Financial Officer and Treasurer
Edward J. Parry III
/s/ Richard M. Reilly Director, President and
- ------------------------- Chief Executive Officer
Richard M. Reilly
/s/ Eric A. Simonsen Director and Vice President
- -------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director
- -------------------------
Phillip E. Soule
<PAGE>
FORM S-6 EXHIBIT TABLE
Exhibit 1 Certified Copy of Resolutions of the Board of Directors
Exhibit 1(3)(a) Underwriting and Administrative Services Agreement
Exhibit 1(3)(b) Registered Representatives/Agents Agreement
Exhibit 1(3)(c) Sales Agreements
Exhibit 1(3)(d) Commission Schedule
Exhibit 1(3)(e) General Agents Agreements
Exhibit 1(3)(f) Career Agents Agreements
Exhibit 1(5) Policy and initial Policy endorsements
Exhibit 1(8)(a) Participation Agreement with Allmerica Investment Trust
Exhibit 1(8)(b) Participation Agreement with Variable Insurance
Products Fund
Exhibit 1(8)(c) Participation Agreement with Variable Insurance
Products Fund II
Exhibit 1(8)(d) Participation Agreement with Delaware Group Premium
Fund, Inc.
Exhibit 1(8)(e) Participation Agreement with T. Rowe Price
International Series, Inc.
Exhibit 1(8)(i) Service Agreement with Rowe Price-Fleming
International, Inc.
Exhibit 1(10) Application
Exhibit 3 Opinion of Counsel
Exhibit 6 Actuarial Consent
Exhibit 7 Procedures Memorandum
Exhibit 8 Consent of Independent Accountants
<PAGE>
I, Sheila B. St. Hilaire, Secretary of SMA Life Assurance Company, do hereby
certify that the following is a resolution approved by unanimous vote of the
Board of Directors on April 2, 1987, and that such resolution has not been
repealed or amended, and is in full force and effect:
VOTED: That the Company establish a separate account pursuant to the
provisions of Article Third (b) and (c) of its Certificate of
Incorporation and as authorized by Section 2932 of the Delaware
Insurance Code, such separate account to be designated the VEL Account
("the Separate Account"); and
That the Separate Account shall be established for the purpose of
providing for the issuance by the Company of such variable annuity
contracts or other contracts ("Contracts") as may be designated from
time-to-time and shall constitute a separate account into which are
allocated amounts paid to or held by the Company under such Contracts;
and
That the income, gains and losses, whether or not realized, from
assets allocated to the Separate Account shall, in accordance with the
Contracts, be credited to or charged against the Separate Account
without regard to other income, gains or losses of the Company; and
That the fundamental investment policy of the Separate Account shall
be to invest or reinvest its assets in securities issued by investment
companies registered under the Investment Company Act of 1940; and
That eight investment divisions be and hereby are established within
the Separate Account to which net payments under the Contracts may be
allocated in accordance with instructions received from
Contractholders, and that the President be, and hereby is, authorized
to increase or decrease the number of investment divisions in the
Separate Account as he deems necessary or appropriate; and
That each such investment division shall invest only in the shares of
a single investment company or a single mutual fund portfolio of an
investment company organized as a series fund pursuant to the
Investment Company Act of 1940; and
That each investment division may be comprised of two sub-divisions,
one to hold the amounts contributed under Contracts issued to
retirement plans qualifying for favorable tax treatment under the
provisions of the Internal Revenue Code, as amended, and the other to
hold amounts contributed under contracts not issued to such qualified
plans; and
That the appropriate officers of the Company be, and they hereby are,
authorized to deposit such amounts in the Separate Account or in each
investment division thereof as may be necessary or appropriate to
facilitate the commencement of the Separate Account operations; and
1
<PAGE>
That the appropriate officers of the Company be, and they hereby are,
authorized to transfer funds from time-to-time between the Company's
general account and the Separate Account as deemed necessary or
appropriate and consistent with the terms of the Contracts; and
That the appropriate officers of the Company be, and they hereby are,
authorized to change the designation of the Separate Account to such
other designation as they may deem necessary or appropriate; and
That the appropriate officers of the Company, with such assistance
from the Company's auditors, legal counsel and independent
consultants, or others as they may require, be, and they hereby are,
authorized and directed to take all action necessary to: (a) register
the Separate Account as a unit investment trust under the Investment
Company Act of 1940, as amended; (b) register the Contracts in such
amounts, which may be an indefinite amount, as the appropriate
officers of the Company shall from time-to-time deem appropriate under
the Securities Act of 1933; and (c) take all other actions which are
necessary in connection with the offering of said Contracts for sale
and the operation of the Separate Account in order to comply with the
Investment Company Act of 1940, the Securities Exchange Act of 1934,
the Securities Act of 1933, and other applicable federal laws,
including the filing of any amendments to registration statements, any
undertakings, and any applications for exemptions from the Investment
Company Act of 1940 or other applicable federal laws as the
appropriate officers of the Company shall deem necessary or
appropriate; and
That the President, Senior Vice President and Controller, a Vice
President, and Secretary and Counsel, and each of them with full power
to act without the others, hereby are severally authorized and
empowered to prepare, execute and cause to be filed with the
Securities and Exchange Commission on behalf of the Separate Account,
and by the Company as sponsor and depositor, a Form of Notification of
Registration Statement under the Securities Act of 1933 registering
the Contracts, and any and all amendments to the foregoing on behalf
of the Separate Account and the Company and on behalf of and as
attorneys for the principal executive officer and/or the principal
financial officer and/or the principal accounting officer and/or any
other officer of the Company; and
That Peter MacDougall of Ropes & Gray, and Stephen Roth of Sutherland,
Asbill & Brennan, are hereby appointed as agents for service under any
such registration statement and are duly authorized to receive
communications and notices from the Securities and Exchange Commission
with respect thereto; and
That the appropriate officers of the Company be and they hereby are,
authorized on behalf of the Separate Account and on behalf of the
Company to take any and all action that they may deem necessary or
advisable in order to sell the Contracts, including any registrations,
filings and qualifications of the Company, its officers, agents and
employees, and the Contracts under the insurance and security laws of
any
2
<PAGE>
other states of the United States of America or other jurisdictions,
and in connection therewith to prepare, execute, deliver and file all
such applications, reports, covenants, resolutions, applications for
exemptions, consents to service of process and other papers and
instruments as may be required under such laws, and to take any and
all further action which said officers or counsel of the Company may
deem necessary or desirable (including entering into whatever
agreements and contracts may be necessary) in order to maintain such
registrations or qualifications for as long as said officers or
counsel deem it to be in the best interests of the Separate Account
and the Company; and
That the President, any Vice President, and the Secretary and Counsel
of the Company be, and hereby are, authorized in the names and on
behalf of the Separate Account and the Company to execute and file
irrevocable written consents on the part of the Separate Account and
of the Company to be used in such states wherein such consents to
service of process may be requisite under the insurance or security
laws therein, in connection with said registration or qualification of
Contracts, and to appoint the appropriate state official, or such
other person as may be allowed by said insurance or securities laws,
agent of the Separate Account and of the Company for the purpose of
receiving and accepting process; and
That the President of the Company be, and hereby is, authorized to
establish procedures under which the Company will institute procedures
for providing voting rights for owners of such Contracts with respect
to securities owned by the Separate Account; and
That the President of the Company is hereby authorized to execute such
agreement or agreements as deemed necessary and appropriate (i) with
SMA Equities, Inc., or other qualified entity under which SMA
Equities, Inc., or other such entity, will be appointed principal
underwriter and distributor for the Contracts, and (ii) with one or
more qualified banks or other qualified entities to provide
administrative and/or custodial services in connection with the
establishment and maintenance of the Separate Account and the design,
issuance and administration of the Contracts; and
That, since it is expected that the Separate Account will invest in
the securities issued by one or more investment companies, the
appropriate officers of the Company are hereby authorized to execute
whatever agreement or agreements as may be necessary or appropriate to
enable such investments to be made; and
That the appropriate officers of the Company, and each of them, are
hereby authorized to execute and deliver all such documents and papers
and to do or cause to be done all such acts and things as they may
deem necessary or desirable to carry out the foregoing votes and the
intent and purposes thereof.
* * *
3
<PAGE>
IN WITNESS WHEREOF, I set my hand and the seal of the corporation, this
21st day of May, 1987.
/s/ Sheila B. St. Hilaire
-------------------------
Sheila B. St. Hilaire
Secretary
4
<PAGE>
UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 26th day of November, 1997 between and among Allmerica
Financial Life Insurance and Annuity Company, a Delaware corporation (the
"Company"), each of its separate investment accounts (the "Accounts") which is a
registered investment company under the Investment Company Act of 1940 (the
"1940 Act"), as may be established by the Company from time-to-time, and
Allmerica Investments, Inc., a Massachusetts corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Company and the respective Accounts issue certain variable annuity
contracts or variable insurance policies (the "contracts") which may be deemed
to be securities under the Securities Act of 1933 (the "1933 Act"), and the laws
of some states;
WHEREAS, the Distributor, an affiliate of the Company, is registered as a
broker-dealer with the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934 (the "1934 Act") and is a member of the National
Association of Securities Dealers, Inc. ("NASD");
WHEREAS, the parties desire to have the Distributor act as principal underwriter
for the Accounts set forth in Exhibit A, as may be amended from time-to-time by
mutual consent of the parties, and to assume full responsibility for the
securities activities of all "persons associated" (as that term is defined in
Section 3(a)(18) of the 1934 Act) with the Distributor and engaged directly or
indirectly in the variable contract operation (the "associated persons");
WHEREAS, the parties desire to have the Company perform certain administrative
services in connection with the sale and servicing of the contracts.
NOW, THEREFORE, in consideration of the covenants and mutual promises of the
parties made to each other, it is hereby covenanted and agreed as follows:
1. The Distributor will act as the exclusive principal underwriter for the
Accounts and as such will assume full responsibility for the securities
activities of all the associated persons in connection with the sale of the
contracts. The Distributor will train the associated persons, use its best
efforts to prepare them to complete satisfactorily the applicable NASD and
state examinations so that they may be qualified, register the associated
persons as its registered representatives before they engage in the sale of
the contracts, and supervise and control them in the performance of such
activities. Notwithstanding anything in this Agreement to the contrary,
the Distributor may enter into sales agreements with independent
broker-dealers for the sale of the contracts. All such sales agreements
entered into by the Distributor with independent broker-dealers shall
provide that each independent broker-dealer will assume full responsibility
for continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice and Federal and state securities laws.
2. The Distributor will assume full responsibility for the continued
compliance by itself and its associated persons with the NASD Rules of Fair
Practice and Federal and state securities laws, to the extent applicable in
connection with the sale of the contracts. The Distributor, directly or
through the Company as its agent, will make timely filings with the SEC,
NASD, and any other securities regulatory authorities of all reports and
any sales literature relating to the Accounts required by law to be filed
by the Distributor.
3. The Company will prepare and submit to the Accounts (a) all registration
statements and prospectuses (including amendments) and all reports required
by law to be filed by the Accounts with Federal and state securities
regulatory authorities, and (b) all notices, proxies, proxy statements, and
periodic reports that are to be transmitted to persons having voting rights
with respect to the Accounts.
- 1 -
<PAGE>
4. The Company will, except as otherwise provided in this Agreement, bear the
cost of all services and expenses, including legal services and expenses,
filing fees, and other fees incurred in connection with (a) registering and
qualifying the Accounts and the contracts, and (b) preparing, printing, and
distributing all registration statements and prospectuses (including
amendments), contracts, notices, periodic reports, proxy solicitation
material, sales literature, and advertising filed or distributed in
connection with the sale of the contracts.
All cost associated with the variable contract compliance function
including, but not limited to, fees and expenses associated with qualifying
and licensing associated persons with Federal and state regulatory
authorities and the NASD and with performing compliance-related
administrative services, shall be allocated to the Company. To the extent
that the Distributor incurs out-of-pocket expenses in connection with the
variable contracts compliance function, the Company shall reimburse the
Distributor for such expenses. To the extent that such costs are in
connection with services provided by employees of the Company, they shall
be charged to the Company. The determination and allocation of all such
costs shall be pursuant to the Cost Distribution Policy as stated in the
Consolidated Service Agreement (effective January 1, 1993) among the
Allmerica Financial group of affiliated companies, as may be amended from
time.
5. All purchase payments made under the contracts will be forwarded by or on
behalf of Contract Owners directly to the Company and shall become the
exclusive property of the Company. The Company agrees to pay on behalf of
Distributor all sales commissions and any other remuneration due in
connection with the sale of the contracts by associated persons of the
Distributor and any independent broker-dealers having a sales agreement
with the Distributor. The Distributor or the Company as agent for the
Distributor shall pay all other remuneration due any other person for
activities relating to the sale of the contracts. The Company shall
reimburse the Distributor fully and completely for all amounts paid by the
Distributor to any person pursuant to this Section.
6. The Company will, as the Distributor's agent, (a) maintain and preserve in
accordance with Rules 17a-3 and 17a-4 under the 1934 Act all books and
records required to be maintained by the Distributor in connection with the
offer and sale of the contracts being offered for sale pursuant to this
Agreement, which books and records shall remain the property of the
Distributor, and shall at all times be subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act, and all other regulatory
bodies having jurisdiction, and (b) send a written confirmation for each
such transaction reflecting the facts of the transaction and showing that
it is being sent on behalf of the Distributor acting in the capacity of
agent for the Accounts, in conformance with the requirements of Rule 10b-10
of the 1934 Act.
7. Each party hereto shall advise the others promptly of (a) any action of the
SEC or any authorities of any state or territory of which it has knowledge,
affecting registration or qualification of the Accounts or the contracts,
or the right to offer the contracts for sale, and (b) the happening of any
event which makes untrue any statement, or which requires the making of any
change in the registration statement or prospectus in order to make the
statements therein not misleading.
8. The Company agrees to be responsible to the Accounts for all sales and
administrative expenses incurred in connection with the administration of
the contracts and the Accounts other than applicable taxes arising from
income and capital gains of the Accounts and any other taxes arising from
the existence and operation of the Accounts.
9. As compensation for services performed and expenses incurred under this
Agreement, the Company will receive the charges and deductions as provided
in each outstanding series of the Company's contracts. Distributor will
receive the compensation provided for in Section 4, and may receive such
additional compensation, if any, as may be agreed upon by the parties from
time-to-time.
- 2 -
<PAGE>
10. Each party hereto agrees to furnish any other state insurance commissioner
or regulatory authority with jurisdiction over the contracts with any
information or reports in connection with services provided under this
Agreement which may be requested in order to ascertain whether the variable
insurance product operations of the Company are being conducted in a manner
consistent with applicable statutes, rules and regulations.
11. This Agreement shall upon execution become effective as of the date first
above written, and
(a) Unless otherwise terminated, this Agreement shall continue in effect
from year-to-year;
(b) This Agreement may be terminated by any party at any time upon giving
60 days' written notice to the other parties hereto; and
(c) This Agreement shall automatically terminate in the event of its
assignment.
12. The initial Accounts covered by this Agreement are set forth in Appendix A.
This Agreement, including Appendix A, may be amended at any time by mutual
consent of the parties.
13. This Agreement shall be governed by and construed in accordance with the
laws of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
By: /s/ David J. Mueller
-------------------------------------
Title: Vice President
ALLMERICA INVESTMENTS, INC.
By: /s/ Thomas P. Cunningham
-------------------------------------
Title: Vice President
- 3 -
<PAGE>
Appendix A
SEPARATE ACCOUNTS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
AS OF SEPTEMBER 1, 1997
VEL Account
VEL II Account
Inheiritage Account
Allmerica Select Separate Account II
Group VEL Account
Fulcrum Variable Life Separate Account
Separate Account VA-K
Separate Account VA-P
Allmerica Select Separate Account
Separate Account KG
Separate Account KGC
Fulcrum Separate Account
- 4 -
<PAGE>
Registered
[LOGO] ALLMERICA Allmerica 440 Lincoln Street Representative's
FINANCIAL(R) Investments, Inc. Worcester, MA 01653 Agreement
- --------------------------------------------------------------------------------
Allmerica Investments, Inc. ("Company") hereby appoints ________________________
("Registered Representative") for the purpose of selling and servicing variable
contracts offered by Allmerica Financial Life Insurance and Annuity Company,
mutual funds, limited partnerships and other investment products and services
(collectively "Investment Products and Services") offered and distributed by
Company. Registered Representative will submit Investment Products and Services
business through the office of _________________________________________________
("General Agent") or successor at ______________________________________________
("Agency") or successor. This appointment is effective as of the date accepted
by Registered Representative and acknowledged by General Agent.
1. DUTY OF COMPLIANCE/SUPERVISION: Registered Representative is assigned to
the above named Agency and General Agent for the purposes of training,
supervision and recordkeeping. Registered Representative agrees to comply
with all of the applicable laws, rules and regulations of the Securities
and Exchange Commission (SEC), National Association of Securities Dealers,
Inc. (NASD) and all other applicable federal and state insurance and
securities laws and regulations.
Registered Representative agrees to comply with all procedures and
requirements outlined in Company manuals, memoranda and other publications
as may be amended from time-to-time.
Registered Representative agrees to abide by Company's Compliance Program
including his/her mandatory attendance, on at least an annual basis, at
Agency's Compliance Meeting(s) and/or Interview(s). Failure to attend
Compliance Meeting and/or Interview is grounds for immediate termination
for cause.
2. LIMITATIONS OF AUTHORITY: Registered Representative may not delegate any
authority granted under this Agreement and shall not appoint any
solicitors or subagents to act on his/her behalf. Registered
Representative may not sign and/or submit any customer applications or
orders on behalf of any individual who is not fully qualified as a
Registered Representative of Company.
Registered Representative will only offer for sale those Investment
Products and Services for which he/she is properly NASD registered,
securities-licensed through Company and, if required by state law, state
insurance-licensed through Allmerica Financial Life Insurance and Annuity
Company, and for which Company has fully executed sales agreements with
the sponsor or issuer. To participate in the sale of Investment Products
and Services for which no agreement has been executed is to "sell-away"
from Company and is grounds for immediate termination of this Agreement
upon written notice to Registered Representative.
Registered Representative will maintain his/her NASD registration solely
through Company and will provide full disclosure to Company of his/her
background. Registered Representative agrees to notify Company immediately
of any matter requiring disclosure on the NASD Form U-4, Uniform
Application for Securities Industry Registration, including but not
limited to any income generating business activity, other than personal,
passive investment, which is outside the scope of Registered
Representative's Agreement with Company.
Customer accounts or applications may only be accepted on behalf of
Company based on approval by a Home Office principal. Registered
Representative has no authority to accept any risk on Company's behalf, to
incur any indebtedness or liability on behalf of Company and understands
and agrees to Company's prohibition against assuming discretionary
authority over client investments.
3. ASSIGNABILITY: No assignment, sale or transfer of this Agreement or any of
the rights, claims or interests under it may be made by Registered
Representative without the prior written consent of Company. Such
assignment, sale or transfer by Registered Representative without written
consent of Company will immediately make this Agreement void, and will be
a release in full to Company of any and all of its obligations hereunder.
4. SUBMISSION OF APPLICATIONS/ACCOUNTING FOR FUNDS COLLECTED: All
applications and/or payments collected by Registered Representative on
behalf of Company or any issuer or sponsor are to be delivered immediately
to Registered Representative's Agency no later than noon of the business
day following receipt by Registered Representative.
Investment Product and Services purchase checks are to be client personal
checks, cashier's checks or money orders made payable to either the
Company, appropriate issuer, sponsor or other designated agent. Such
checks may not be made payable to Registered Representative, General Agent
or any personal or Agency account.
5. SUITABILITY/RESPONSIBILITY TO EXPLAIN INVESTMENT PRODUCTS: Registered
Representative agrees to make Investment Product and Services
recommendations to clients only after obtaining sufficient information
regarding a client's financial background, goals and objectives so as to
make a reasonable determination that the proposed Investment Product
and/or Service is suitable based on such background, goals and
objectives. Registered Representative agrees to fully explain the risks,
terms and conditions of the purchase of an Investment Product or Service
and that he/she will not make untrue statements, interpretations,
misrepresentations nor omit or evade material facts concerning such
Investment Product or Service.
6. DISTRIBUTION AND USE OF ADVERTISING MATERIAL, CORRESPONDENCE: Registered
Representative agrees not to directly or indirectly use or distribute
any advertising or sales literature material (including but not limited
to prospectuses, illustrations, circulars, form letters or postal cards,
business cards, stationery, booklets, schedules, broadcasting and other
sales material of any kind) concerning Company and/or the offering of
Investment Products and Services of any kind until the material has been
approved by Company in writing.
Registered Representative also agrees to provide to General Agent copies
of all correspondence pertaining to the solicitation of execution of any
Investment Products and Services transaction, and to any other aspect of
his/her Investment Products and Services business in order to allow for
the review and endorsement of the correspondence in writing, on an
official internal record of Company by a registered principal located at
Home Office.
SMAE-050NS (11/95)
<PAGE>
7. RECORDKEEPING: Registered Representative agrees, in accordance with
Company guidelines and requirements, to cooperate in the maintenance of
complete customer account files and other records at the assigned Agency
which pertain to the conduct of Investment Products and Services business
through Company. Customer account files of Registered Representative are
to be considered the property of Company and are not to be taken from the
immediate Agency premises for any purpose.
8. COMMISSIONS: Commissions for the sale of Investment Products and Services
offered or effected by Registered Representative will be paid after
compensation for those sales is paid to Company. Commissions for
Investment Products and Services will be paid at the rates established and
published by Company.
Commissions may be changed by Company at any time without advance notice.
However, this policy shall not be applied retroactively to divest any
Registered Representative of specific commission amounts already due
him/her.
Registered Representative agrees not to share commissions with
non-qualified representatives or with clients.
Under certain circumstances, i.e., termination of agents subject to
variable contract commission vesting, retirement or death, Registered
Representative or his/her estate may be entitled to receive continuing
commissions from Company for transactions conducted prior to the cessation
of his/her service with Company. Continuing commissions will be paid based
on vesting schedules established and published by Company, as may be
amended from time-to-time.
If Company or any issuer or sponsor returns or waives payments on any
application or order, commissions will not be due or payable on the
payments. Registered Representative shall repay to Company on demand any
commissions already received by Registered Representative with respect to
such returned or waived payments.
Where cancellation of any Investment Products and Services order results
in expense or loss to Company, Registered Representative is liable for
reimbursement to Company of the expense or loss including but not limited
to any sales charge levied by an issuer and any decline in the price of an
Investment Product, as of the time of cancellation.
In the event Registered Representative becomes party to a Career Builder
Supplemental Agreement (Supplemental Agreement) with First Allmerica
Financial Life Insurance Company ("First Allmerica"), and its affiliate,
Allmerica Financial Life Insurance and Annuity Company, commissions
payable under this Registered Representative's Agreement will be credited
to the Reserve Account described in such Supplemental Agreement during the
period such Supplemental Agreement is in effect and will be paid to
Registered Representative only as provided therein.
Company reserves the right to pay commissions to the Registered
Representative for Investment Products and Services sold or performed by
utilizing one check issued by Allmerica Financial or one of its
wholly-owned subsidiaries. Such check may also contain compensation for
traditional life, health and disability policies as well as other products
and services sold by Registered Representatives through Allmerica
Financial.
9. RIGHT OF OFF-SET: Company, for its own benefit and/or the benefit of its
affiliates, will have a lien on any commissions and other compensation
payable under this Agreement, and may deduct any monies owed Company or
affiliates from such commissions or other compensation to the extent
permitted by law.
10. TERMINATION FOR CAUSE: If Registered Representative withholds or
misappropriates monies, securities, certificates, payments, receipts,
"sells-away," commits any willful or dishonest act which, in the sole
discretion of Company, is detrimental to Company, or fails to comply with
any of the conditions, duties or obligations of this Agreement, this
Agreement will immediately terminate without notice.
11. TERMINATIONS WITHOUT CAUSE: Registered Representative or company may
terminate this Agreement without cause during the first twelve (12) months
following the date this Agreement is executed by providing ten (10) days'
notice in writing to the other party of the intention to terminate. After
the first twelve (12) months, Registered Representative or Company may
terminate this Agreement without cause upon thirty (30) days' notice in
writing of the intention to terminate.
In the event Registered Representative terminates his/her Career Agent
Agreement with First Allmerica Financial Life Insurance Company, this
Agreement will be terminated upon written notice as described herein.
12. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement is to be
construed to create the relationship of employer and employee between
Company and Registered Representative or between Company's General Agent
and Registered Representative. Registered Representative shall exercise
his/her own judgment concerning the individual(s) to whom he/she will
solicit Investment Products and Services as well as the time, place and
manner of the solicitations. Registered Representative, however, shall
comply with all applicable laws, rules and regulations of the SEC, NASD,
federal and state authorities as well as Company's rules, regulations
and procedures concerning the conduct of Investment Products and
Services business, as may be amended from time-to-time.
13. EFFECTIVENESS OF CONTRACT: This Agreement constitutes the entire contract
between Registered Representative and Company.
Registered Representative accepts the appointment, subject to all of the
conditions and provisions set forth in this Agreement. This Agreement
supersedes all previous agreements, whether oral or written between the
parties, and no modification, except to attached Compensation Schedules
(if any), will be valid unless made in writing and signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed by the undersigned on the
____________________________________ day of
_________________________ ,19 _______. Allmerica Investments, Inc.
By__________________________
__________________________________ ____________________________
Registered Representative General Agent
<PAGE>
SALES
AGREEMENT ALLMERICA INVESTMENTS, INC.
440 Lincoln Street
Worcester, Massachusetts 01653
- ------------------------------------------------------------------------------
Agreement, effective as of _________________, 19___, by and between Allmerica
Investments, Inc., a Massachusetts corporation (herein "Allmerica"), ________
__________________________________________________________________________, a
_____________________________ corporation (herein the "Broker-Dealer") and the
affiliates of Broker-Dealer listed on Exhibit "A" attached hereto, each
affiliate being referred to herein as a "General Agent".
Allmerica, subject to the terms and conditions set forth in this Agreement,
authorizes and appoints each General Agent to solicit applications for the
sale of Contracts. Each General Agent accepts this appointment and each
General Agent and the Broker-Dealer agree to the terms and conditions set
forth below.
DEFINITIONS
INSURANCE COMPANIES - All Contracts will be issued by First Allmerica
Financial Life Insurance Company (herein "First Allmerica") or by Allmerica
Financial Life Insurance and Annuity Company (herein "Allmerica Financial
Life"), a subsidiary of First Allmerica. The Principal Office of First
Allmerica and Allmerica Financial Life (herein collectively referred to as
"the Insurance Companies") is located at 440 Lincoln Street, Worcester,
Massachusetts 01653.
CONTRACTS - The variable annuity and variable life insurance contracts of the
Insurance Companies listed on the attached Commission Schedule(s), for which
Allmerica Investments, Inc., an affiliate of First Allmerica, has been
appointed the exclusive distributor and principal underwriter.
REGISTERED REPRESENTATIVES - Individuals affiliated with each General Agent
and the Broker-Dealer who are licensed as life insurance agents in those
jurisdictions in which applications for the sale of Contracts are to be
solicited and who are also duly registered with the National Association of
Securities Dealers, Inc. (herein "NASD") in compliance with the '34 Act.
'33 ACT - The Securities Act of 1933, as amended.
'34 ACT - The Securities Exchange Act of 1934, as amended.
RELATIONSHIP OF PARTIES
SECTION 1. Nothing in this Agreement will be construed to create the
relationship of employer and employee between Allmerica or either Insurance
Company and any General Agent, the Broker-Dealer or any Registered
Representative. General Agents and Registered Representatives will be free
to exercise their independent judgment as to the time, place and manner of
solicitation and servicing of business underwritten by the Insurance
Companies. However, General Agents, the Broker-Dealer and Registered
Representatives shall have no authority to act on behalf of Allmerica or the
1
<PAGE>
Insurance Companies in a manner which does not conform to applicable
statutes, ordinances, or governmental regulations or to reasonable rules
adopted from time to time by Allmerica or the Insurance Companies.
LIMITATIONS ON AUTHORITY
SECTION 2. General Agents, the Broker-Dealer and Registered Representatives
will have no authority to accept risks of any kind; to make, alter or
discharge Contracts; to waive forfeitures or exclusions; to alter or amend
any papers received from either Insurance Company; to deliver any life
insurance Contract or any document, agreement or endorsement changing the
amount of insurance coverage if the General Agent, the Broker-Dealer or the
soliciting Registered Representative know or have reason to believe that the
insured is uninsurable; or to accept any payment unless the payment meets the
minimum payment requirement for the Contract established by the Insurance
Company.
LICENSING AND REGISTRATION
SECTION 3. Each General Agent is hereby authorized to recommend Registered
Representatives for appointment by the Insurance Companies and only
individuals so recommended by a General Agent shall become Registered
Representatives hereunder. Allmerica shall arrange for the Insurance
Companies to apply for life insurance agent appointments in the appropriate
jurisdictions for such recommended Registered Representatives. Until
Contracts of First Allmerica are offered for sale, applications for
appointments shall only be made on behalf of Allmerica Financial Life.
Notwithstanding the foregoing, the Insurance Companies and Allmerica reserve
the right to refuse to appoint any proposed Registered Representative and/or
to terminate any Registered Representative who has been appointed by the
Insurance Companies.
AGREEMENTS BY GENERAL AGENT AND BROKER-DEALER
SECTION 4. The Broker-Dealer agrees that at all times when performing its
duties under this Agreement it shall be duly registered as a securities
broker-dealer under the '34 Act, be a member in good standing of the NASD,
and be duly licensed or registered as a securities broker-dealer in each
jurisdiction where such licensing or registration is required in connection
with the sale of the Contracts or the supervision of Registered
Representatives who solicit applications for the Contracts.
Each General Agent agrees that at all times when performing its duties under
this Agreement it shall be duly licensed to sell Contracts in each
jurisdiction in which General Agent intends to perform hereunder.
Each General Agent and the Broker-Dealer shall be responsible for carrying
out their sales and administrative obligations under this Agreement in
continued compliance with the NASD Rules of Fair Practice, federal and state
securities laws and regulations, and state insurance laws and regulations.
Each General Agent and the Broker-Dealer agree to offer the Contracts for
sale through their Registered Representatives and to offer such Contracts
only in accordance with the prospectus. General Agents, the Broker-Dealer
and Registered Representatives are not authorized to give any information or
make any representations concerning such Contracts other
2
<PAGE>
than those contained in the prospectus or in such sales literature or
advertising as may be authorized by Allmerica.
Each General Agent and the Broker-Dealer agree that they shall be fully
responsible for ensuring that no person shall offer or sell Contracts on
their behalf until such person is appropriately licensed, registered or
otherwise qualified to offer and sell such Contracts under the state and
federal securities laws and the insurance laws of each jurisdiction in which
such person intends to solicit.
Each General Agent and the Broker-Dealer agree to train, supervise and be
solely responsible for the conduct of their Registered Representatives in the
solicitation and sale of the Contracts and for the supervision as to their
strict compliance with Allmerica's rules and procedures, the NASD rules of
Fair Practice, and applicable rules and regulations of any other governmental
or other agency that has jurisdiction over the offering for sale of the
Contracts.
Each General Agent and the Broker-Dealer shall take reasonable steps to
ensure that their Registered Representatives shall not make recommendations
to an applicant to purchase a Contract in the absence of reasonable grounds
to believe that the purchase of such Contract is suitable for such applicant.
Such determination will be based upon, but will not be limited to,
information furnished to a Registered Representative after reasonable inquiry
of such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs.
Each General Agent and the Broker-Dealer agree that Registered
Representatives shall conduct their business with respect to the Contracts at
all times in compliance with all applicable federal and state laws and
regulations and shall be subject to a standard of conduct including, but not
limited to, the following:
(a) A Registered Representative shall not solicit or participate in the sale
of the Contracts in any jurisdiction until such Registered Representative
is trained and licensed.
(b) A Registered Representative shall not solicit for the sale of Contracts
without delivering the then currently effective prospectus for such
Contracts and any then applicable amendments or supplements thereto,
including the current prospectus(es) for any fund(s) in which Contract
separate account(s) invest.
(c) A Registered Representative shall have no authority to advertise for or
on behalf of the Insurance Companies or Allmerica without express written
authorization from Allmerica.
AGREEMENTS BY ALLMERICA
SECTION 5. Allmerica agrees that at all times while this Agreement remains
in force that it shall be a registered broker-dealer under the '34 Act and be
a member in good standing of the NASD.
3
<PAGE>
During the term of this Agreement, Allmerica will provide to, or cause to be
provided to, each General Agent and the Broker-Dealer, without charge, as
many copies of the prospectus(es) for the Contracts (and any amendments, or
supplements thereto), the current prospectus(es) for any underlying fund(s)
and applications for the Contracts as each General Agent and the
Broker-Dealer may reasonably request. Upon termination of the Agreement, any
prospectuses, applications, and other materials and supplies furnished by
Allmerica to General Agents and the Broker-Dealer shall be promptly returned
to Allmerica.
Allmerica agrees to promptly notify each General Agent and the Broker-Dealer
of newly declared effective prospectus(es) for the Contracts and any
amendments or supplements thereto.
Allmerica agrees to keep each General Agent and the Broker-Dealer informed of
all jurisdictions in which the Insurance Companies are licensed to sell the
Contracts and in which the Contracts may be offered for sale.
SUBMISSION OF APPLICATIONS; DELIVERY OF CONTRACTS; REJECTED BUSINESS
SECTION 6. Each General Agent or the Broker-Dealer will submit, or cause to
be submitted, directly to the Principal Office of the Insurance Companies all
Contract applications solicited by their Registered Representatives. Each
General Agent or the Broker-Dealer will deliver, or cause to be delivered,
within 10 days of the date of issue all Contracts issued on applications
submitted by the General Agent, the Broker-Dealer or their Registered
Representatives. Each General Agent or the Broker-Dealer will promptly
return, or cause to be returned, to the Insurance Companies any Contract
which is declined by the applicant or which cannot be delivered within the
time permitted by the Insurance Company's rules.
ILLUSTRATIONS AND PROPOSALS
SECTION 7. General Agents, the Broker-Dealer and Registered Representatives
will not furnish any prospective Contract owner with an illustration of the
financial or other aspects of a Contract or a proposal for a Contract unless
the same has been either furnished by the Insurance Companies or prepared
from computer software or other material furnished or approved by the
Insurance Companies. Any illustration or proposal will conform to standards
of completeness and accuracy established by the Insurance Companies. If the
proposal or illustration was not furnished by the Insurance Companies, each
General Agent or the Broker-Dealer will retain in its records for
availability to the Insurance Companies a copy thereof or the means to
duplicate the same. Any computer software or materials furnished by either
Insurance Company will be and remain its property.
ACCOUNTING FOR FUNDS COLLECTED
SECTION 8. In accordance with the rules of the Insurance Companies, each
General Agent and the Broker-Dealer will account for and remit immediately to
the Principal Office of the Insurance Companies all funds received or
collected for or on behalf of either Insurance Company without deduction for
any commissions, or other claim the General Agent, the Broker-Dealer or any
Registered Representative may have against either Insurance Company or
Allmerica and will make such reports and file such
4
<PAGE>
substantiating documents and records as the Insurance Companies may
reasonably require.
INDEMNIFICATION
SECTION 9. Each General Agent and the Broker-Dealer, jointly and severally,
shall indemnify and hold Allmerica and the Insurance Companies and their
officers, directors and employees harmless from any liability arising from
any act or omission of the General Agent, the Broker-Dealer or of any
affiliate of the Broker-Dealer, or any officer, director, employee of the
General Agent or the Broker-Dealer or of their Registered Representatives,
including but not limited to, any fines, penalties, attorney's fees, costs of
settlement, damages or financial loss. Each General Agent and the
Broker-Dealer expressly authorize Allmerica and the Insurance Companies,
without precluding them from exercising any other remedy they may have, to
charge against all compensation due or to become due to the General Agent or
the Broker-Dealer under this Agreement, any monies paid on any liability
incurred by Allmerica or the Insurance Companies by reason of any such act or
omission of any General Agent, the Broker-Dealer, any affiliate of the
Broker-Dealer, or of any officer, director, employee of a General Agent or
the Broker-Dealer or of their Registered Representatives.
Allmerica shall indemnify and hold each General Agent and the Broker-Dealer
and their officers, directors, employees and registered representatives
harmless from any liability arising from any act or omission of Allmerica,
the Insurance Companies or any affiliate of Allmerica or any of the Insurance
Companies (collectively the "Allmerica Companies"), or any officer, director
or employee of the Allmerica Companies, including but not limited to, any
fines, penalties, reasonable attorney's fees, costs of settlement, damages or
financial loss.
The indemnifications provided by this Section shall survive termination of
this Agreement.
If a Contract is not delivered to the Contract owner within 10 days of the
date of issue of the Contract and if after delivery the owner returns the
Contract to the Insurance Company and receives a full refund of all payments
made, in any situation where the failure to deliver in a timely manner was
due to the inaction or negligence of a General Agent, the Broker-Dealer or a
Registered Representative, the difference between the payments refunded and
the cash value of the Contract on the date the Contract is received by the
Insurance Company at its Principal Office shall be reimbursed to the
Insurance Company by the offending General Agent or the Broker-Dealer in any
case where the cash value is less than the payments refunded. Any such
reimbursement shall be paid to the affected Insurance Company within 30 days
of receipt of a written request for payment.
COMMISSION REFUNDS
SECTION 10. If a Contract owner rescinds a Contract or exercises a right to
surrender a Contract for return of all payments made, the soliciting General
Agent or the Broker-Dealer will repay the appropriate Insurance Company the
amount of any
5
<PAGE>
commissions received on the payments returned within 10 days of receipt of a
written request for repayment.
BASIS OF COMPENSATION
SECTION 11. While this Agreement remains in force, the Insurance Companies
agree to pay each General Agent commissions in accordance with the Commission
Schedule(s) attached hereto and incorporated herein, from which amounts the
General Agent agrees to pay its Registered Representatives. Commission
payments will be made for each Contract issued pursuant to an application
solicited by duly appointed Registered Representatives.
TIME OF PAYMENT OF COMMISSIONS
SECTION 12. A payment will not be considered made until it has been received
by the Insurance Company at its Principal Office. On payments made,
commissions will be paid at regular intervals in accordance with the rules of
the Insurance Companies.
TERMINATION
SECTION 13. This Agreement shall automatically terminate immediately and
without notice upon any General Agent's or the Broker-Dealer's ceasing to
comply with any of the terms and conditions of this Agreement or upon the
dissolution, bankruptcy or insolvency of a General Agent or the Broker-Dealer.
Whether or not there is a breach of this Agreement, the Broker-Dealer or
Allmerica may terminate this Agreement by giving ten (10) days' written
notice to the other party at any time during the first year hereof, and by
giving thirty (30) days' written notice after the expiration of the first
year hereof.
Upon termination of this Agreement all authorizations, rights and obligations
shall cease except the obligation to pay commissions due on payments received
prior to termination for Contracts in effect on the date of termination, or
for Contracts to be issued pursuant to applications received by the Insurance
Companies prior to termination. Except as provided in the preceding
sentence, no further commissions shall be paid after termination of this
Agreement.
RIGHT OF SET-OFF
SECTION 14. Allmerica and the Insurance Companies will have a lien on any
commissions payable under this Agreement, whether or not such payments are
now due or hereafter become due, and may apply any such monies to the
satisfaction of indebtedness to Allmerica or to either Insurance Company to
the extent permitted by law.
NON-WAIVER OF BREACH
SECTION 15. Waiver of any breach of any provision of this Agreement will not
be construed as a waiver of the provision or of the right of Allmerica to
enforce said provision thereafter.
ASSIGNABILITY
SECTION 16. This Agreement is not transferable. Without the written consent
of Allmerica and the Insurance Companies, no rights or interest in or to
commissions will be subject to assignment, and any attempted assignment, sale
or transfer of any commissions without such written consents will immediately
make this Agreement
6
<PAGE>
void and be a release to Allmerica and to the Insurance Companies in full of
any and all of their obligations hereunder.
RESERVATION OF RIGHT TO CHANGE
SECTION 17. Allmerica reserves the right at any time, and from time to time,
to change prospectively the terms and conditions of this Agreement, including
but not limited to, the rates of commissions. Any change will become
effective on the date specified in a notice or, if later, 10 days after the
notice is given to each General Agent and the Broker-Dealer. However, the
requirement to give advance notice shall not apply if the change becomes
necessary or expedient by reason of legislation or the requirements of any
governmental body and, in the opinion of Allmerica, it is not reasonably
possible to meet the 10 day requirement. Changes will not be retroactive and
will apply only to life insurance coverage solicited or annuity payments made
on or after the effective date of the change.
COMPLAINTS AND INVESTIGATIONS
SECTION 18. Each General Agent, the Broker-Dealer and Allmerica agree to
cooperate fully in any customer complaint, insurance or securities regulatory
proceeding or judicial proceeding with respect to the General Agent, the
Broker-Dealer, Allmerica, the Insurance Companies, their affiliates or their
Registered Representatives to the extent that such customer complaint or
proceeding is in connection with Contracts marketed under this Agreement. To
the extent required, Allmerica will arrange for the Insurance Companies to
cooperate in any such complaint or proceeding. Without limiting the
foregoing:
(a) General Agents and the Broker-Dealer will be notified promptly by
Allmerica or the Insurance Companies of any written customer complaint or
notice of any regulatory proceeding or judicial proceeding of which they
become aware including the General Agent, the Broker-Dealer or any
Registered Representative which may be related to the issuance of any
Contract marketed under this Agreement. Each General Agent or the
Broker-Dealer will promptly notify Allmerica of any written customer
complaint or notice of any regulatory proceeding or judicial proceeding
received by the General Agent or the Broker-Dealer including the General
Agent, the Broker-Dealer or any of their Registered Representatives which
may be related to the issuance of any Contract marketed under this
Agreement or any activity in connection with any such Contract(s).
(b) In the case of a customer complaint, each General Agent, the
Broker-Dealer, Allmerica and the Insurance Companies will cooperate in
investigating such complaint and any proposed response to such complaint
will be sent to the other parties to this Agreement for approval not less
than five business days prior to its being sent to the customer or
regulatory authority, except that if a more prompt response is required,
the proposed response shall be communicated by telephone or facsimile
transmission.
7
<PAGE>
CONFIDENTIALITY
SECTION 19. Allmerica agrees that the names and addresses of all customers
and prospective customers of each General Agent and the Broker-Dealer and of
any company or person affiliated with a General Agent or the Broker-Dealer,
and the names and addresses of any Registered Representatives of the
Broker-Dealer which may come to the attention of Allmerica exclusively as a
result of its relationship with a General Agent and the Broker-Dealer or any
affiliated company and not from any independent source, are confidential and
shall not be used by Allmerica, the Insurance Companies, or any company or
person affiliated with Allmerica or the Insurance Companies, nor divulged to
any party for any purpose whatsoever, except as may be necessary in
connection with the administration and marketing of the Contracts sold by or
through General Agents, including responses to specified requests to the
Insurance Companies for service by Contract owners or efforts to prevent the
replacement of such Contracts or to encourage the exercise of options under
the terms of the Contracts. In no event shall the names and addresses of
such customers, prospective customers and Registered Representatives be
furnished by Allmerica to any other company or person, including but not
limited to, any of their managers, registered representatives, or brokers who
are not Registered Representatives of the Broker-Dealer, any company
affiliated with Allmerica or any manager, agency, or broker of such company,
or any securities broker-dealer or any insurance agent affiliated with such
broker-dealer. The intent of this section is that Allmerica, the Insurance
Companies or companies or persons affiliated with them shall not utilize, or
permit to be utilized, their knowledge of each General Agent, the
Broker-Dealer or of any affiliated companies which is derived exclusively as
a result of the relationships created through the sale of the Contracts.
Notwithstanding the foregoing provisions of this Section 19, nothing herein
shall prohibit Allmerica, the Insurance Companies or any company or person
affiliated with Allmerica or the Insurance Companies from (i) seeking
business relationships and entering into separate sales agreements with
Registered Representatives of the Broker-Dealer if the names of said
Registered Representatives were obtained from independent sources and not
exclusively as a result of Allmerica's relationship with a General Agent and
the Broker-Dealer; (ii) from entering into separate sales agreements with
Registered Representatives of the Broker-Dealer upon the request and at the
initiation of said Registered Representatives; or (iii) divulging the names
and addresses of any such customers, prospective customers, Registered
Representatives, or other companies or persons described in the preceding
paragraph in connection with any customer complaint or insurance or
securities regulatory proceeding described in Section 18.
BONDING
SECTION 20. Each General Agent and the Broker-Dealer agree to furnish such
bond or bonds as Allmerica may require. Upon failure or inability of a
General Agent or the Broker-Dealer to obtain or renew any such bonds, this
Agreement shall terminate at Allmerica's discretion upon notice by Allmerica.
8
<PAGE>
NOTICE
SECTION 21. Whenever this Agreement requires a notice to be given, the
requirement will be considered to have been met, in the case of notice to the
Insurance Companies or to Allmerica, if delivered or mailed postage prepaid
to the address specified on page 1 of this Agreement and, in the case of
notice to a General Agent or the Broker-Dealer, if delivered or mailed
postage prepaid to the intended recipient's principal place of business.
CAPTIONS
SECTION 22. Captions are used for informational purposes only and no caption
shall be construed to affect the substance of any provision of this Agreement.
EFFECTIVENESS; ENTIRE CONTRACT; PRIOR AGREEMENTS
SECTION 23. This Agreement contains the entire contract between the parties.
Upon execution it will replace all previous agreements between each General
Agent or the Broker-Dealer and Allmerica and the Insurance Companies, or any
of them, relating to the solicitation of Contracts. It is hereby understood
and agreed that any other agreement or representation, commitment, promise or
statement of any nature, whether oral or written, relating to or purporting
to relate to the relationship of the parties is hereby rendered null and
void.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to
take effect on its effective date.
*For: _________________________________ For: Allmerica Investments, Inc.
Name of General Agent
By:__________________________________ By:________________________________
Name:________________________________ Name:______________________________
Title:_______________________________ Title:_____________________________
Date:________________________________ Date:______________________________
For: __________________________________
Name of Broker-Dealer
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
* A separate signature line is required for each General Agent affiliate of the
Broker-Dealer.
9
<PAGE>
Allmerica 440 Lincoln Street Commission Schedule
Investments, Inc. Worcester, MA 01653 (Percent of Contract Payments)
- --------------------------------------------------------------------------------
First Allmerica Financial Life Insurance Company
Allmerica Financial Life Insurance and Annuity
Company
Principal Underwriter and Exclusive Distributor -
Allmerica Investments, Inc.
- --------------------------------------------------------------------------------
FLEXIBLE PREMIUM ANNUITY CONTRACTS
----------------------------------
COMMISSION SCHEDULE AM-2 (Rev. 1/1/98) (Applicable to contracts issued on
or after January 1, 1998.)
Allmerica Select Resource II Flexible Premium Variable Annuity Contracts
- ------------------------------------------------------------------------
Issued by Allmerica Financial Life Insurance and Annuity Company (First
Allmerica Financial Life Insurance Company in New York and Hawaii).
Commission Percentage
- ---------------------
(1) All contracts except contracts issued to 401(k) plans or contracts
where the owner or annuitant is beyond age 85 1/2 at date of contract
issue.
The following choices are available:
(a) 6.00% of each premium paid, no trail commission
(b) 5.25% of each premium paid, .25% annual trail commission
(c) 1.75% of each premium paid, 1.00% annual trail commission
(2) Contracts issued to 401(k) plans.
The following choices are available:
(a) 5.00% of each premium paid, no trail commission
(b) 4.25% of each premium paid, .25% annual trail commission
(c) 0.75% of each premium paid, 1.00% annual trail commission
(3) Contracts issued where the owner or annuitant is beyond age 85 1/2 at
date of issue.
No choice available
1.75% of each premium paid, 1.00% annual trail commission.
Rules for Trail Commission Payments
- -----------------------------------
o Commission options, where available, can be chosen on a contract by contract
basis by the individual registered representative.
o The commission option chosen must be indicated on the back of the
application.
o If no selection is made, the default will be option (a), 6.0% of each
premium paid, 5% for contracts issued to 401(k) plans.
Trail commissions will be paid quarterly in January, April, July and October.
The first trail commission for a contract will be paid on the first quarterly
payment date following the first anniversary of the date of issue (e.g., if a
contract is issued on July 5, 1998, the first trail commission will be payable
in October, 1999). Trail commissions will continue to be paid while the Sales
Agreement remains in force and will be paid on a particular contract until the
contract is surrendered or annuity benefits begin to be paid under an annuity
option.
Quarterly trail commissions will be a percentage of the unloaned account value
of each eligible contract. For purposes of trail commission calculations,
"unloaned account value" means the cash value of the contract on the last day of
the calendar quarter immediately preceding the payment date less the principal
of any contract loan and accrued interest thereon. The quarterly trail
commission percentage will be 25% of the applicable annual rate (e.g., .0625% if
the annual rate is .25%, .25% if the annual rate is 1.00%).
If a First Allmerica Financial or Allmerica Financial Life annuity is exchanged
for another First Allmerica Financial or Allmerica Financial Life annuity, the
commission rate applicable to the old contract, including any applicable trail
commission rate, will be applicable to new premium payments (other than the
rollover amount) made to the new contract. No commissions other than continuing
trail commissions are payable on the rollover amount allocated to the new
contract. Trails will be paid as described above based on the issue date of the
new contract.
NOTE: NO TRAIL COMMISSIONS WILL BE PAYABLE AFTER THE DATE THE SALES AGREEMENT
IS TERMINATED FOR ANY REASON.
- --------------------------------------------------------------------------------
j4-042
<PAGE>
Allmerica 440 Lincoln Street Commission Schedule
Investments, Inc. Worcester, MA 01653 (Percent of Premium Payments)
- --------------------------------------------------------------------------------
First Allmerica Financial Life Insurance Company
Allmerica Financial Life Insurance and Annuity Company
Principal Underwriter and Exclusive Distributor -
Allmerica Investments, Inc.
- --------------------------------------------------------------------------------
COMMISSION SCHEDULE AM-2*
(Effective March 15, 1995)
Allmerica Select
Variable Universal Life Policies
A. Issued by Allmerica Financial Life Insurance and Annuity Company
Year One: 90% of payments up to target payment (See attached)
4% of payments on excess above target
Renewal: 2% of Payments
Trail: .25% annual trail commission of unloaned account value.
Payable each calendar quarter at 25% the annual rate (.0625%)
on policies in the second and subsequent years.
B. Issued by First Allmerica Life Insurance Company
Year One: 50% of payments plus 40% expense reimbursement up to target
payment
4% of payments on excess above target
Renewal: 4% of Payments
Trail: None
*This schedule sets forth the commissions applicable to Allmerica Select Life
policies issued on or after March 15, 1995 which do not replace existing
Allmerica policies. Commissions applicable to replacements, increases in the
face amount, conversions and exchanges will be in accordance with Allmerica
rules.
- --------------------------------------------------------------------------------
<PAGE>
Allmerica 440 Lincoln Street Commission Schedule
Investments, Inc. Worcester, MA 01653 (Percent of Premium Payments)
- --------------------------------------------------------------------------------
First Allmerica Financial Life Insurance Company
Allmerica Financial Life Insurance and Annuity Company
Principal Underwriter and Exclusive Distributor -
Allmerica Investments, Inc.
- --------------------------------------------------------------------------------
COMMISSION SCHEDULE AM-3*
(Effective May 1, 1996)
Allmerica Select
Variable Survivorship Universal Life Policies
A. Issued by Allmerica Financial Life Insurance and Annuity Company
Year One: 90% of payments up to target payment
4% of payments on excess above target
Renewal: 2% of Payments
Trail: .25% annual trail commission of unloaned account value.
Payable each calendar quarter at 25% the annual rate (.0625%)
on policies in the second and subsequent years.
B. Issued by First Allmerica Life Insurance Company
Year One: 50% of payments plus 40% expense reimbursement up to target
payment
4% of payments on excess above target
Renewal: 4% of Payments
Trail: None
*This schedule sets forth the commissions applicable to Allmerica Select Life
policies issued on or after May 1, 1996 which do not replace existing Allmerica
policies. Commissions applicable to replacements, increases in the face amount,
conversions and exchanges will be in accordance with rules of the issuing
insurer.
- --------------------------------------------------------------------------------
<PAGE>
ALLMERICA ALLMERICA 440 Lincoln Street GENERAL AGENT'S
FINANCIAL INVESTMENTS, INC. Worcester, MA 01653 AGREEMENT
- --------------------------------------------------------------------------------
Allmerica Investments, Inc. ("Company") hereby appoints
__________________________________________________
("General Agent") as local supervisor for the purpose of training and
supervising all associated persons and registered representatives of Company
assigned to _________________________________________________________
("Agency") engaged in the solicitation, sale or service of variable life
insurance and variable annuity contracts offered by Allmerica Financial Life
Insurance and Annuity Company and/or First Allmerica Financial Life Insurance
Company, mutual funds, limited partnerships and general securities (collectively
"Investment Products and Services") offered and/or distributed by Company. This
appointment is effective as of the date accepted by General Agent and
acknowledged by Company.
1. SUPERVISION: General Agent agrees to supervise all registered
representatives assigned to Agency, both those operating from Agency and
those operating from detached locations, consistent with the standards of
conduct outlined in Company's Business Conduct Guide, Company's Statement
of Compliance for the Office of Supervisory Jurisdiction and Branch
Offices, the Program for Allmerica Financial Life/Allmerica Investments
Office Examinations, and the procedures and requirements outlined in other
Company manuals, memoranda and other publications, as may be amended from
time to time.
General Agent agrees to be responsible for Investment Products and Services
activity conducted through Agency by monitoring Investment Products and
Services activity in order to ensure that the business is processed in
accordance with regulatory and Company standards and to notify Company of
any irregularities and/or deficiencies.
General Agent agrees to be responsible for the maintenance and periodic
review of the books and records of Agency, as required by Company.
On at least an annual basis, General Agent agrees to conduct and/or
participate, in coordination with Company's compliance personnel, an agency
compliance meeting which all registered representatives assigned to Agency
shall attend. If for any reason a registered representative does not
attend agency compliance meeting, General Agent will schedule a personal
interview, on at least an annual basis, for the purpose of reviewing
activity of registered representative with respect to Investment Products
and Services and to discuss the compliance topics reviewed at agency
compliance meeting.
General Agent agrees to acquire and/or comply with all of the applicable
laws, rules and regulations (General Securities Principal Registration) of
the Securities and Exchange Commission (SEC), National Association of
Securities Dealers, Inc. (NASD) and all other federal and state laws and
regulations.
General Agent agrees to maintain all NASD registrations required to
supervise the solicitation and sale of Investment Products and Services
offered through Agency. General Agent will maintain all state securities
licenses and state insurance licenses as may be required to offer and
solicit Investment Products and Services.
2. LIMITATIONS OF AUTHORITY: General Agent has no authority to accept any
risk on Company's behalf, to issue, make, alter or discharge any contract,
to extend the time of payments, to waive or extend any contract obligation
or condition, or to alter or amend any communication sent by Company
without express authority in writing from an officer of Company.
3. ASSIGNABILITY: No assignment, sale or transfer of this Agreement or any
of the rights, claims or interests under it may be made by General Agent
without the prior written consent of Company. An assignment, sale or
transfer by General Agent without written consent of Company will
immediately make this Agreement void and shall be a release in full to
Company of any and all of its obligations under this Agreement.
4. AGENCY STAFFING: General Agent agrees to recruit, train and supervise
registered representatives to solicit Investment Products and Services
offered through Company. General Agent agrees to develop a sales force of
sufficient size and quality to adequately penetrate the market with
Investment Products and Services of Company.
<PAGE>
5. BUSINESS AUTHORIZED: General Agent agrees to act for Company in the
solicitation of orders only for those Investment Products and Services for
which Company has executed sales agreements. General Agent shall monitor
his/her registered representatives on a continuing basis to prevent the
offering or the selling of Investment Products and Services not offered by
Company and to prevent registered representatives of Company from
exercising discretionary authority on behalf of any of their clients.
6. SUBMISSION OF APPLICATIONS/ACCOUNTING FOR FUNDS COLLECTED: General Agent
agrees to establish and maintain at Agency procedures, as outlined in
Company manuals, concerning the collection, recording and transmittal of
all applications and/or payments collected on behalf of Company, any
issuer, or any sponsor.
General Agent agrees to be responsible to Company for monies collected by
registered representatives and for any securities, certificates, payments,
receipts and other Company papers in the possession of registered
representatives and employees of Agency.
Purchase checks for Investment Products and Services are to be client
personal checks, cashier's checks or money orders made payable to either
the Company, appropriate issuer, sponsor or other designated agent.
Purchase checks may not be made payable to registered representative,
General Agent or any personal or Agency Accounts.
7. REVIEW OF INVESTMENT PRODUCT BUSINESS: General Agent agrees, in accordance
with Company procedures, to conduct periodic reviews of Investment Product
and Services business of each registered representative. Such review of
Investment Product and Services business shall include, but not be limited
to, reviews for adequate NASD registrations and state securities and/or
insurance licensing of registered representative, prompt transmittal of
applications, checks and other pertinent items to Agency and subsequently
to Home Office, the correct use of applications and proper mode of payment
and the suitability of Investment Products and Service based on client's
financial profile and objectives.
8. BOOKS AND RECORDS: General Agent agrees to maintain a regular and
accurate record of all Investment Products and Services transactions of
Agency, including any journal, account books, records, papers, customer
account files or any other material, as required by Company. General Agent
agrees, at such times that Company may request, to make detailed report to
Company, on forms furnished for that purpose, showing an accurate
accounting of all monies and other items received for, or on behalf of
Company.
General Agent agrees that all records, files and papers are, and remain,
property of Company and will at all times be freely exhibited for the
purpose of examinations and inspection by duly authorized personnel of
Company.
Upon termination, all records revert to Company and should be turned over
to a Company representative.
9. DISTRIBUTION AND USE OF ADVERTISING MATERIAL, CORRESPONDENCE: General
Agent agrees not to directly or indirectly recommend or distribute any
advertising and/or sales literature to registered representatives
(including but not limited to prospectuses, illustrations, circulars, form
letters or postal cards, business cards, stationary, booklets, schedules,
broadcasting and other sales material of any kind) concerning Company
and/or the offering of Investment Products and Services until the material
has been approved in writing by a registered principal in the Company's
Compliance Department.
General Agent also agrees to obtain from his/her registered
representatives, at the time of development, copies of all correspondence
pertaining to the solicitations and/or sale of any Investment Products and
Services or to any other aspect of their Investment Products and Services
business, and to forward the correspondence to Home Office to allow for the
review and endorsement of correspondence in writing, on an official record
of Company, by a registered principal in the Company's Compliance
Department. General Agent shall periodically inspect Registered
Representatives' materials, sales literature and correspondence to ensure
compliance with Company requirements.
10. COMPENSATION: General Agent, subject to the provisions of this Agreement,
will be allowed expense reimbursement or allowances and overriding
commissions on payments collected on all Investment Product sales solicited
by Registered Representatives assigned to General Agent and effected
through Agency at rates established and published by Company, as may be
amended from time to time.
<PAGE>
11. COMMISSIONS: Company will pay commissions to General Agent, after
concession payments are made to Company by an issuer or sponsor, in
connection with sales of Investment Products and Services effected through
General Agent's personal solicitation. Such commissions will be paid on
the same basis and terms as specified in Company's Registered
Representative Agreement, which is incorporated herein by reference and as
may be amended from time to time.
12. TERMINATION WITHOUT CAUSE: General Agent and Company may terminate this
Agreement at any time without cause.
13. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement is to be
construed to create the relationship of employer and employee between
Company and General Agent. General Agent, however, is to always comply
with all of the applicable laws, rules and regulations of the SEC, NASD,
federal and state authorities as well as Company's rules, regulations and
procedures concerning methods of conducting Investment Products and
Services business, as may be amended from time to time.
14. EFFECTIVENESS OF CONTRACT: This Agreement between General Agent and
Company is not binding until Agreement has been duly executed by both
parties. This Agreement supersedes all previous agreements, whether oral
or written. This Agreement shall not cancel or affect any right, claim or
interest General Agent may have concerning commissions now due or hereafter
to become due under preceding agreements between General Agent and Company.
Neither shall Agreement cancel, terminate or affect in any way any lien,
right or interest which Company may have, or may hereafter acquire, with
respect to commissions or equities to General Agent under any other
agreement with Company, any provision of any such agreement which, by its
terms or by implications, continues beyond termination of such agreement.
IN WITNESS THEREOF, this Agreement has been executed by the undersigned on the
dates indicated below.
Allmerica Investments, Inc.
By: By:
---------------------------------- ----------------------------------
General Agent Signature Home Office Principal
Date: Date:
-------------------------------- --------------------------------
<PAGE>
ALLMERICA FINANCIAL LIFE 440 Lincoln Street
INSURANCE AND ANNUITY COMPANY Worcester, MA 01653 CAREER AGENT AGREEMENT
- --------------------------------------------------------------------------------
Allmerica Financial Life Insurance and Annuity Company (the "Company") does
hereby appoint_____________________________ of _________________________________
("Career Agent") its Agent to solicit applications for insurance and annuities
and to submit such applications through the office of
__________________________________________ ("General Agent"), this appointment
to be effective on _____________________________.
Career Agent accepts this appointment, subject to the terms and provisions set
forth in this Agreement.
WITNESSETH:
Career Agent will solicit applications for coverages offered by the Company and
for which he/she is duly licensed. Career Agent is authorized to collect and
pay over to General Agent premiums on coverages solicited by him/her. Career
Agent shall not delegate any authority granted under this Agreement and shall
not appoint any solicitors or subagents to act on his/her behalf.
TERRITORY AND CLASSES OF BUSINESS
Territory SECTION 1. The district within which Career Agent may
solicit insurance and annuity applications for the Company
is the district assigned to General Agent.
Permissible SECTION 2. Career Agent agrees that in the sale and service
Activity of insurance and annuities he/she will act only on behalf of
the Company and such of its affiliates as he/she is
authorized to represent; and he/she will not engage in any
other activity for remuneration or profit which requires
his/her personal services without first obtaining the
consent of the Company. If the Company makes arrangements
with another business entity to make any of its products
available to Career Agents, this will constitute consent to
Career Agent to enter into an arrangement with such entity
to sell and service such products on its behalf. If, with
the consent of the Company, Career Agent engages in any
personal service activities for remuneration or profit,
he/she will, upon request of the Company, disclose the
amount of time expended and the amount of income derived
from such other activities.
STATUS, DUTIES AND AUTHORITY
Relationship SECTION 3. Nothing in this Agreement will be construed to
of Parties create the relationship of employer and employee between the
Company and Career Agent. Within the scope of his/her
authority, Career Agent will be free to exercise his/her
independent judgment as to the time, place and manner of
solicitation and servicing of business underwritten by the
Company. However, he/she will have no authority to act in a
manner which does not conform to applicable statutes,
ordinances or governmental regulations pertaining to the
conduct of the business or to reasonable rules adopted, from
time to time, by the Company.
-1-
<PAGE>
Limitations SECTION 4. Career Agent will have no authority to accept
on Authority risks of any kind; to make, alter or discharge contracts of
insurance or annuities; to waive forfeitures or exclusions;
to fix any premium for hazardous or substandard risks; to
alter or amend any papers received by him/her from the
Company; to deliver any policy of insurance or any document,
agreement or endorsement changing the amount of insurance
coverage if Career Agent knows or has reason to believe that
the insured is uninsurable; to collect any premium after the
expiration of the policy grace period except in connection
with a policy reinstatement; to accept payment of any
premium unless the premium meets the minimum premium
requirement for the policy established by the Company; or to
contract any debt rendering or purporting to render the
Company liable therefor, without express authority in
writing from an authorized officer of the Company.
Implied SECTION 5. Career Agent will have no power or authority
Authority other than as expressly provided in this Agreement and no
other power or authority shall be implied from the grant or
denial of power specifically mentioned in this Agreement.
Duty of SECTION 6. Career Agent agrees that he/she will not
Compliance; intentionally violate any applicable state or Federal law,
Negative ruling or regulation pertaining to the insurance business or
Obligations any rule or regulation of the Company. Career Agent will
not knowingly engage in any activity which is detrimental to
the best interests of the Company or any of its affiliates.
Neither while this Career Agent Agreement is in force nor
for a period of two years following the termination of this
Agreement will Career Agent directly or indirectly interfere
with the relationship of the Company or any of its
affiliates with any agent or broker.
Policy While this Agreement remains in force, Career Agent agrees
Termination that he/she will not, directly or indirectly, replace or
and Replacement induce or attempt to induce any policyholder to terminate or
replace any policy issued by the Company or any of its
affiliates except when permitted by the rules of the issuing
insurer. For a period of two years following termination of
this Agreement, Career Agent agrees that he/she will not,
directly or indirectly, replace or induce or attempt to
induce any policyholder serviced through the office of the
General Agent to terminate or replace any policy issued by
the Company or any of its affiliates.
SOLICITATION OF INSURANCE AND ANNUITIES
Submission of SECTION 7. Career Agent will submit through General Agent
Applications; all Company policy applications solicited by him/her,
Delivery of whether or not it appears the proposed insured is an
Policies; acceptable risk under the rules of the Company. Career
Rejected Agent will deliver, or cause to be delivered, in accordance
Business with the rules of the Company all policies issued on
applications submitted by him/her and will return to General
Agent any policy which is declined by the applicant or which
cannot be delivered within the time permitted by the
Company's rules. If an application is declined by the
Company or is accepted at a rate higher than standard which
is not acceptable to the applicant, with the Company's
permission Career Agent may place the coverage with another
insurance company.
-2-
<PAGE>
Limitation on SECTION 8. Career Agent will not solicit any insurance or
Solicitation annuities in any jurisdiction in which he/she is not
licensed nor will he/she solicit by mail or otherwise any
insurance or annuities outside the district assigned to
General Agent without first receiving consent of the Company
and ascertaining that he/she is properly licensed to solicit
such insurance or annuities.
Advertising SECTION 9. The Company, through General Agent, will make
Material, Rate available to Career Agent a supply of canvassing and
Books, Forms, advertising materials, stationery, books, records and forms
etc. necessary or suitable to properly solicit insurance and
annuities. Career Agent will not print, publish or
distribute any advertisement, circular, statement or
document relating to the business of the Company or any of
its affiliates or use any title or language descriptive of
his/her status without the prior approval of the Company.
Policyowner Solely to assist Career Agent in rendering service to
Service Aids policyowners, Career Agent may use whatever aids, such as
data cards, computer printouts, etc. as may be available.
All such aids, whether furnished by the Company or otherwise
- including any copies thereof - shall be the property of
the Company.
Illustrations Career Agent will not furnish any prospective insured or
and Proposals policyowner an illustration of the financial or other
aspects of a policy or a proposal for a policy of the
Company unless the same has been either furnished by the
Company or prepared from computer software or other material
furnished or approved by the Company. Any illustration or
proposal delivered by Career Agent will conform to standards
of completeness and accuracy established by the Company. If
the proposal or illustration was not furnished by the
Company, Career Agent will retain in his/her records for
availability to the Company a copy thereof or the means to
duplicate the same. Any computer software or materials
furnished by the Company will be and remain its property.
Return of Upon termination of this Agreement, Career Agent will return
Materials, etc. to the Company all manuals, computer software, policyholder
data cards, policyholder files, stationery and business
cards and other material which, by the terms of this Section
or otherwise, is the property of the Company.
Accounting for SECTION 10. In accordance with the rules of the Company,
Funds Collected Career Agent will account for and remit immediately through
General Agent all funds received or collected by him/her for
or on behalf of the Company without deduction for any
commissions, fees, or other claim he/she may have against
the Company and will make such reports and file such
substantiating documents and records as the Company or
General Agent may require.
Liability for SECTION 11. If the Company pays Career Agent commissions or
Refund of fees in advance of receipt of the premium on which the
Commissions payment is based, the amount by which the payment to Career
and Fees Agent exceeds, at any time, the amount attributable to the
premiums paid will constitute a personal debt of Career
Agent payable on demand. If the Company returns premiums on
a policy for any reason whatsoever (other than as a part of
claim settlement) or rescinds or cancels a policy for any
reason whatsoever or if a policyholder exercises a right to
surrender
-3-
<PAGE>
the policy for return of all premiums paid, Career Agent
will pay on demand the amount of any commissions received on
the premiums returned.
Notwithstanding the foregoing, after this Agreement has been
in force for 10 complete years and prior to the date the
Agreement is terminated for cause, unearned commissions paid
in advance on policies the premiums for which are being paid
under the Company's Monthly Automatic Premium (MAP) Plan or
other annualized commission arrangement that are repayable
because of a lapse or surrender of the policy may only be
recovered by set-off from first year and renewal commissions
and fees otherwise payable by the Company or its affiliates
to Career Agents.
COMPENSATION
Basis of SECTION 12. Career Agent's compensation will be a
Compensation combination of commissions and fees payable on premiums for
individual and group life, health and annuity policies
placed with the Company. The amount of commissions and fees
payable for individual insurance and annuity policies will
be determined by the further provisions of this Agreement
and the published rules of the Company. The amount of
commissions and fees payable on group life and health
insurance and group annuity policies solicited by Career
Agent will be specified in separate agreements related
solely to that class of business.
Commissions payable on premiums on a policy resulting from
conversion, exchange, replacement or the exercise of an
option to purchase additional insurance will be determined
by Company rules in effect at the time of the conversion,
exchange, replacement or exercise of the option.
Published Rules The Company may, by published rule, limit the amount of
Affecting premium on which commissions or fees are payable and limit,
Compensation defer, or exclude commissions or fees because of the nature
of the transaction, discretionary nature of the premium or
other circumstances.
Payor All compensation due Career Agent under this Agreement will
be paid by First Allmerica Financial Life Insurance Company
(First Allmerica), an affiliate of the Company, as the
common paymaster.
Time of Payment SECTION 13. A premium will not be considered paid until it
of Commissions has been received by the Company at its Principal Office.
On premiums paid or allocated prior to the 15th day of the
month, commissions and fees will be paid on the last
business day of the month. On premiums paid or allocated
subsequent to the 15th day of the month, commissions and
fees will be paid on the 15th day of the following month, or
on the last business day preceding such pay date, if such
pay date is not a business day.
-4-
<PAGE>
TERMINATION AND ITS EFFECT ON COMMISSIONS AND FEES
Termination SECTION 14. This Agreement may be terminated for cause and
for Cause without notice if Career Agent:
(a) misappropriates any funds belonging to or received on
behalf of the Company or any of its affiliates; or
(b) withholds any funds or other property belonging to the
Company or any of its affiliates after the same should
have been reported and transmitted to the Company or
its affiliate or after a demand has been made for the
same; or
(c) commits any willful or dishonest act which injures the
Company or any of its affiliates; or
(d) commits any intentional act which violates any
applicable Fair Trade Practices Act and thereby injures
the Company or any of its affiliates; or
(e) intentionally performs any act prohibited by law or
intentionally omits any act required by law with the
result that the Company or any of its affiliates is
subject to disciplinary action; or
(f) willfully violates any of the provisions of this
Agreement.
Forfeiture of SECTION 15. No commissions or fees will be paid following
Commissions termination of this Agreement, if it is terminated for
and Fees cause, nor will commissions or fees continue to be paid
after termination of this Agreement if Career Agent breaches
any of its terms or conditions by the commission of an act
prohibited by its terms.
Termination SECTION 16. Notwithstanding the foregoing, and whether or
Without Cause not there is a breach of this Agreement, either party may
terminate this Agreement during its first year by giving 10
days' notice in writing to the other party of the intention
to do so and thereafter by giving 30 days' notice in writing
to the other party of the intention to do so.
Effect of Certain SECTION 17. If this Agreement terminates without breach of
Terminations any of its provisions by Career Agent:
(a) by reason of the death of Career Agent; or
(b) by reason of the permanent Total Disability of Career
Agent; or
(c) by reason of retirement of Career Agent under the
Career Agents' Retirement Plan established and
maintained by the Company; or
(d) by reason of employment of Career Agent by the Company
or any of its affiliates in some capacity other than as
a Career Agent;
-5-
<PAGE>
commissions will continue to be paid to Career Agent only as
provided in the Exhibits attached hereto.
After termination of this Agreement by reason of the
permanent Total Disability of Career Agent, if Career Agent
recovers from said disability, this Agreement may be
reinstated. If Career Agent recovers from disability and
this Agreement is not reinstated, commissions will be
payable on premiums paid thereafter only if they would have
been payable if Section 18 had applied on termination.
Effect of Other SECTION 18. If this Agreement terminates without breach of
Terminations any of its provisions by Career Agent for any reason other
Without Cause than asset forth in Section 17, commissions will continue to
be paid to Career Agent only as provided in the Exhibits
attached hereto.
GENERAL PROVISIONS
Right of SECTION 19. The Company, for its own benefit, for the
Set-Off benefit of its affiliates and for the benefit of the General
Agent, will have a lien on any commissions and fees payable
under this Agreement, whether or not the commissions are now
due or hereafter become due, and may apply any such monies
to the satisfaction of indebtedness to any of said persons
to the extent permitted by law.
Non-waiver SECTION 20. Waiver of any breach of any provision of this
of Breach Agreement will not be construed as a waiver of the provision
or of the right of the Company to enforce said provision
thereafter.
Assignability SECTION 21. This Agreement is not transferable. Without
the consent of the Company, no rights or interest in or to
commissions or fees will be subject to assignment, other
than a collateral assignment of commissions and fees, and
any attempted absolute assignment, sale or transfer of this
Agreement or of any commissions or fees without the written
consent of the Company will immediately make this Agreement
void and be a release to the Company in full of any and all
of its obligations hereunder.
Errors and SECTION 22. Career Agent agrees to maintain errors and
Omissions omissions insurance coverage meeting the Company's minimum
Coverage coverage requirements and to furnish the Company proof of
such coverage upon request. If any lawsuit is brought
against the Company as a result of any alleged action, error
or omission of Career Agent and if (1) Career Agent has
maintained errors and omissions coverage which complies with
the Company's minimum requirements, and (2) the alleged
action, error or omission of Career Agent was not committed
intentionally or with dishonest, fraudulent or criminal
intent, Career Agent agrees to reimburse the Company and its
affiliates for all costs of the lawsuit, including
attorney's fees, and all damages resulting therefrom up to
the Company's Career Agent liability limit. The minimum
coverage requirements and Career Agent liability limit will
be set forth in a bulletin or announcement published by the
Company and are subject to change at any time. Distribution
of the bulletin or announcement in the usual manner will
constitute notice to Career Agent. If any lawsuit is
brought against the Company as a result of any alleged
Career Agent action, error or omission and if Career Agent
(1) did not maintain at least the
-6-
<PAGE>
required minimum errors and omissions coverage, or (2) did
maintain such coverage but Career Agent's action, error or
omission was committed intentionally or with dishonest,
fraudulent or criminal intent, Career Agent agrees to
reimburse the Company and its affiliates for all costs of
the lawsuit, including attorney's fees, and all damages
resulting therefrom unless the court determines the suit to
be groundless and without merit.
Reservation of SECTION 23. The Company reserves the right at any time to
Right to Change change the terms and conditions of this Agreement,
including but not limited to, the rates of commissions and
fees, or to discontinue the payment of any commissions and
fees described in the Exhibits attached hereto.
Effective Date SECTION 24. Any change will become effective on the date
of Change specified in a notice or, if later, 30 days after the notice
is given to Career Agent. However, the requirement to give
advance notice shall not apply if the change becomes
necessary or expedient by reason of legislation or the
requirements of any governmental body and, in the opinion of
the Company, it is not reasonably possible to meet the 30
day requirement. Changes will not be retroactive and will
apply only to units of coverage solicited on or after the
effective date of the change. Notice of any change may be
given by a Company bulletin or announcement and distribution
of the bulletin or announcement in the usual manner will
constitute notice to Career Agent.
Arbitration SECTION 25. By his/her execution of this Agreement, Career
Agent agrees to settle any dispute, claim or controversy
arising between Career Agent and the Company by arbitration
pursuant to the then current rules of the American
Arbitration Association. Judgment upon any award rendered
in the arbitration may be entered in any court of competent
jurisdiction.
All applicable disputes shall be referred to three
arbitrators, one to be chosen by each party, and the third
by the two so chosen. If either party refuses or neglects
to appoint an arbitrator within thirty days after the
receipt of written notice from the other party requesting it
to do so, the requesting party may nominate two arbitrators
who shall choose the third. In the event the two
arbitrators do not agree on the selection of the third
arbitrator within thirty days after both arbitrators have
been named, then the third arbitrator shall be selected
pursuant to the then current rules of the American
Arbitration Association. The decision of the majority of
the arbitrators shall be final and binding upon all parties.
The expenses of the arbitrators and of the arbitration shall
be equally divided between all parties. Arbitration is the
sole remedy for disputes arising under this Career Agent
Agreement.
General Agent SECTION 26. General Agent means the General Agent
identified on the face page or any other General Agent in
charge from time to time of a general agency office to which
Career Agent is assigned.
Definitions SECTION 27. As used in this Agreement, including the
Exhibits attached hereto:
"Replacement" means a transaction in which a new life or
disability insurance policy or a new annuity contract is to
be purchased, and by reason of the transaction, all or a
portion of
-7-
<PAGE>
any existing life or disability insurance policy or any
existing annuity contract has been or is to be lapsed,
forfeited, reduced in face amount, surrendered, assigned to
the replacing insurer, placed on a reduced paid-up basis or
under another nonforfeiture provision or terminated, or
subjected to borrowing or withdrawals, whether in a single
sum or under a schedule of borrowing or withdrawals over a
period of time.
"Total Disability" means the inability of the Career Agent,
because of injury or sickness, to perform the duties of any
occupation for which he/she is reasonably fitted by
training, education or experience. During the first 24
months of total disability, Career Agent will be considered
to have met the foregoing requirement if he/she is unable to
perform the duties of his/her regular occupation and is not
performing the duties of any other occupation. Total
disability will be considered permanent after it has existed
6 months and thereafter while it continues.
"Flexible premium policy" means an individual insurance or
annuity policy under which the policyowner may unilaterally
vary the amount and timing of premium payments.
"Unit of Coverage" means all benefits of a policy which have
the same date of issue, except as modified by Company
published rules. Usually all the benefits specified in the
policy Schedule of Benefits and in each Supplementary
Schedule of Benefits constitute a unit of coverage.
"Policy Year," as to each unit of coverage, means a period
of 1 year commencing on its date of issue and each
anniversary thereof.
"Monthaversary," as to each unit of coverage, means its date
of issue and the corresponding day of each month thereafter.
"Basic premium," for each unit of coverage, means the sum of
the basic or target premiums for each benefit in the unit,
as determined from the Company's Rate Manual.
"Excess premium" means premium paid in any policy year in
excess of basic or target premium.
"Agreement" means this entire agreement, including all
Exhibits and commission and fee schedules attached thereto.
Other Exhibits issued hereafter will become a part of this
Agreement on their effective date.
Notice SECTION 28. Whenever this Agreement requires a notice to be
given, the requirement will be considered to have been met,
in the case of notice to the Company, if delivered or mailed
postage prepaid to General Agent at the agency office or to
a Vice President in the Company's Allmerica Financial
Services Operation and, in the case of notice to Career
Agent, if left at the usual place for him/her to pick up
mail within the agency office, or by mailing postage
prepaid, to Career Agent's last home address known to the
Company or to such other address as may be designated by
Career Agent.
-8-
<PAGE>
Captions SECTION 29. Captions are used for informational purposes
only and no caption shall be construed to affect the
substance of any provision of this Agreement.
Effectiveness; SECTION 30. This Agreement contains the entire contract
Entire Contract; between the parties. Upon execution it will replace all
Prior Agreements previous agreements between Career Agent and the Company
relating to the solicitation of insurance and annuity
policies except as the previous agreement relates to the
payment of commissions and fees on policies solicited prior
to the effective date of this Agreement. For purposes of
determining vestings on termination, the date of the
earliest prior Career Agent Agreement executed by Career
Agent during his current period of continuous service with
the Company and First Allmerica will be considered the date
of this Agreement. It is hereby understood and agreed that
any other agreement or representation, commitment, promise
or statement of any nature, whether oral or written,
relating to or purporting to relate to the relationship of
the parties is hereby rendered null and void.
IT IS UNDERSTOOD THAT THIS IS AN "AT WILL" RELATIONSHIP WHICH MAY BE TERMINATED
BY EITHER PARTY WITHOUT CAUSE OR REASON AS PROVIDED FOR IN SECTION 16.
IN WITNESS WHEREOF, the parties have executed this Agreement in triplicate to
take effect on its effective date.
Allmerica Financial Life Insurance and Annuity Company
By:
--------------------------------------------------
Vice President
--------------------------------------------------
Career Agent
Approved:
--------------------------------------------------
General Agent
-9-
<PAGE>
================================== Definitions =================================
Age means the insured's age as of the nearest birthday measured from a policy
anniversary.
Amount at risk is the sum insured less the policy value.
Company means Allmerica Financial Life Insurance and Annuity Company.
Date of issue is stated on page 3. Policy months, years and anniversaries are
measured from this date.
Debt means all unpaid policy loans plus interest due or accrued on such loans.
Evidence of insurability is information, including medical information,
satisfactory to the Company that is used to determine the insured's class of
risk.
Final premium payment date is the policy anniversary nearest the insured's 95th
birthday. No premiums may be paid after this date. The death proceeds after the
final premium payment date will be the policy value less debt.
Monthly payment date is the date on which the insurance charge and
administrative charge are deducted from the policy value. This date is shown on
page 3.
Policy change means any change in the face amount, the addition or deletion of a
rider or a change in the sum insured option.
Principal Office means the Company's office located at 440 Lincoln Street,
Worcester, Massachusetts 01653 (1-800-533-7881).
Written request is a request in writing satisfactory to the Company and filed at
its Principal Office.
You or your means the owner as shown in the application or the latest change
filed with the Company.
Payor is your employer unless another payor is named in the application
supplement.
Payor premium is any premium paid by the payor while this option is in force.
Monthly deduction sub-account is a portion of the sub-account of the Variable
Account to which net premiums are allocated to pay insurance charges and
administrative charges.
Form 1023-93 7
<PAGE>
============================== General Provisions ==============================
Entire Contract--This policy is a contract between the owner and the Company.
This policy, with a copy of the application attached to it, is the entire
contract. The entire contract also includes a copy of any application for an
increase in the face amount and supplemental pages issued as provided in the
Benefit Change Provision.
All statements in the application are considered representations and not
warranties. The Company will not use any statement to contest this policy or
defend a claim unless the statement is in an application. Agents are not
permitted to change this contract or extend the time for paying premiums. Only
the President, a Vice President or the Secretary of the Company may modify the
provisions of this policy, and then only in writing.
Any statement made for the purpose of changing the premium class of this policy
to non-smoker may be used to contest this policy. A copy of such non-smoking
statement will be issued with supplemental schedule pages when the change is
approved by the Company.
Incontestability--Except for failure to pay premiums, this policy cannot be
contested after the expiration of the following time periods:
- - the initial sum insured cannot be contested after the policy has been in
force during the insured's lifetime for two years from the date of issue;
and
- - an increase in the face amount as a result of a request by the owner which
includes evidence of insurability cannot be contested after the increased
amount has been in force during the insured's lifetime for two years from
its effective date; and
- - a change in the premium class from smoker to non-smoker as a result of a
request by the owner and insured cannot be contested after the change has
been in effect during the insured's lifetime for two years from its
effective date.
Non-Participating--This policy is non-participating.
Adjustment of Cost Factors--Monthly insurance charges and interest rates used to
calculate the policy value are set by the Company, subject to the guarantees set
forth in this policy. Any changes in these factors will be by class of risk and
will be based on changes in future expectations for such elements as: investment
earnings, mortality, persistency and expenses.
Suicide Exclusion--The risk of suicide of the insured, while sane or insane,
within two years of the date of issue of this policy is not assumed. Instead of
the death benefit, the beneficiary will receive the sum of the premiums paid,
less the sum of any outstanding debt and partial withdrawal amounts.
The risk of suicide of the insured, while sane or insane, within two years of
the effective date of any increase in the face amount as a result of a request
by the owner which includes evidence of insurability is also not assumed to the
extent of such increase. Instead of the death benefit, the beneficiary will
receive the administrative charge and insurance charges paid for such increase.
Misstatement of Age--If the insured's age is misstated, the death proceeds will
be adjusted if death occurs before the final premium payment date. The adjusted
death proceeds will be equal to the policy value plus the benefit which the
insurance charges for the amount at risk on the monthly payment date immediately
prior to the date of death would have purchased at the correct age. In no event
will the sum insured be reduced to less than the guideline minimum sum insured.
Ownership of Assets--The Company shall have exclusive and absolute ownership and
control of its assets, including the assets of the Variable Account.
Protection of Proceeds--To the extent allowed by law, the proceeds of this
policy and any payments made under it will be exempt from attachment by the
claims of creditors of the payee. No beneficiary can assign, transfer,
anticipate or encumber the proceeds or payments unless you give them this right.
Annual Report--An annual report will be mailed to you at your last known
address. This report will show the following information as of the policy
anniversary:
- - the sum insured;
- - the policy value in the General Account and in each sub-account of the
Variable Account;
- - the surrender value;
- - premiums paid and monthly deductions made during the policy year;
- - partial withdrawals and policy loans, including accrued interest;
- - increases and decreases in the face amount;
- - changes in the guideline premiums; and
- - any information required by law.
Form 1023-93 8
<PAGE>
============================== Owner and Beneficiary ===========================
Owner--The insured is the owner of this policy unless another is named as owner
in the application. The owner may change the ownership of this policy without
the consent of any beneficiary. The consent of the insured is required whenever
the face amount of insurance is increased. You may exercise all other rights and
options granted by this policy, subject to the consent of any irrevocable
beneficiary. The consent of any revocable beneficiary is not required.
Assignment--This policy may be assigned by written request. An absolute
assignment will transfer ownership of the policy from you to the assignee. The
policy may also be collaterally assigned as security. The limitations on your
ownership rights while a collateral assignment is in force are set forth in the
assignment. An assignment will take place only when recorded at the Principal
Office. When recorded, the assignment will take effect as of the date the
written request was signed. Any rights created by the assignment will be subject
to any payments made or actions taken by the Company before the change is
recorded.
The Company will not be responsible for the validity of any assignment or the
extent of any assignee's interest. If you assign this policy as collateral, any
excess of the amount due the assignee will accrue to those otherwise entitled to
it.
Beneficiary--The beneficiary is named by you to receive the death proceeds. The
interest of any beneficiary will be subject to any assignment. You may declare
your choice of any beneficiary to be revocable or irrevocable. A revocable
beneficiary may be changed by you at a later time. An irrevocable beneficiary
must consent in writing to any change. Unless otherwise indicated, the
beneficiary will be revocable.
A change of beneficiary may be made by written request while the insured is
living. The change will take place as of the date the request is signed even if
the insured is not living on the day the request is received. Any rights created
by the change will be subject to any payments made or actions taken by the
Company before the written request is received.
The interest of a beneficiary who dies before the insured will pass to the
surviving beneficiaries in proportion to their share in the proceeds unless
otherwise provided, If all beneficiaries die before the insured, the death
proceeds will pass to the owner.
Form 1023-93 9
<PAGE>
==================================== Premiums ==================================
Premiums--Premiums are payable to the Company. Premiums may be paid at any time
prior to the final premium payment date to the Principal Office or to an agent
of the Company. On written request a premium receipt signed by a Company officer
will be given after payment. This policy will not be in force until the first
premium is paid. No premium payment may be less than $100 without the Company's
consent.
Maximum Premium--The Company may limit the maximum premium received on this
policy in any policy year to an amount not less than the guideline level
premium. In addition, the sum of the premiums paid on this policy less any
partial withdrawals may not exceed the greater of:
- - the guideline single premium; or
- - the sum of the guideline level premiums to the date of payment.
The amounts of the guideline premiums are shown on page 4. The guideline
premiums will change whenever there is a policy change. The new guideline
premiums will be shown in the new specification pages. These premium limitations
do not apply to the extent necessary to prevent lapse of the policy during the
policy year.
The guideline premiums are determined according to the rules set forth in the
federal tax law. The guideline premiums will be adjusted to conform to any
changes in the federal tax law.
In the event the maximum premium limit applies, the Company will return the
excess premium payment.
Net Premium and Allocation of Net Premiums--The net premium is equal to the
premium less any premium tax charge. The premium tax charge includes all
applicable state and local taxes on premiums paid for this policy. The premium
tax charge in effect on the policy issue date is shown on page 4 as "CURRENT
PREMIUM TAX CHARGE." It will be adjusted to reflect any increase or decrease in
the applicable state or local premium tax rate.
You may allocate the net premiums to one or more of the sub-accounts of the
Variable Account, to the General Account, or to any combination of these
accounts. You may not allocate net premiums to more than seven sub-accounts of
the Variable Account at any one time without the consent of the Company. The
minimum percentage that you may allocate to any one of these accounts is 1% of
the net premium paid. All percentage allocations must be in whole numbers. The
total allocation to all selected accounts must equal 100%. The sub-accounts
that you chose for your initial allocations are shown on the application for
this policy, a copy of which is attached to this policy. You may change the
allocation of future net premiums at any time on written request.
Insurance Charge--Beginning on the date of issue and monthly thereafter, prior
to the final premium payment date, an insurance charge will be deducted from the
policy value. You may specify from which sub-account of the Variable Account
this charge will be deducted. If you do not, the Company will allocate the
charge among the General Account and the sub-accounts of the Variable Account in
the same proportion that the policy value in the General Account, less debt, and
the policy value in each sub-account bear to the total policy value, less debt.
To the extent this charge is allocated to the General Account, it will be
deducted on a last-in, first-out basis. If the sub-account you specify does not
have funds sufficient to cover the charge, the Company will deduct the charge as
if no specification were made.
The charge equals the sum of the insurance charges applicable to the following:
- - the initial face amount; plus
- - each increase in the face amount; plus
- - any rider benefits.
The insurance charge will be determined each month by the Company. Any change in
the insurance charge will be uniform by premium class. The monthly insurance
charge will be adjusted for any decreases in the face amount according to the
Benefit Change Provision.
Form 1023-93 10 (Continued on page 11)
<PAGE>
Premiums (Continued from page 10)
The monthly insurance charge for the initial face amount will not exceed (1)
multiplied by (2) where:
(1) is the cost of insurance rate shown in the Insurance Charge Table for
the insured's age;
(2) is the initial face amount divided by 1,000. For the purpose of this
calculation, the initial face amount will be reduced by the policy
value minus charges for rider benefits at the beginning of the month
if Sum Insured Option 1 is in effect to the extent such policy value
does not exceed the initial face amount; however, if the policy value
exceeds the initial face amount while Sum Insured Option 1 is in
effect, the excess policy value will be applied to reduce any
increases in the face amount in the order in which the increases were
issued.
The monthly insurance charge for each increase in the face amount issued at the
owner's request will not exceed (1) multiplied by (2) where:
(1) is the cost of insurance rate shown in the Supplemental Insurance
Charge Table for the insured's age; and
(2) is the amount of the increase in the face amount divided by 1,000. For
the purpose of this calculation, the increase in the face amount will
be reduced by the excess policy value minus charges for rider benefits
(as described in the monthly insurance charge for the initial face
amount, above) at the beginning of the month if Sum Insured Option 1
is in effect.
If the sum insured is the guideline minimum sum insured as defined on page 13,
the monthly insurance charge for that portion of the sum insured which exceeds
the face amount will not exceed (1) multiplied by the quotient of (2) divided by
1,000 where:
(1) is the cost of insurance rate applicable to the initial face amount;
and
(2) is the sum insured less
(a) the greater of the face amount or the policy value if Sum Insured
Option 1 is in effect; or
(b) the face amount plus the policy value if Sum Insured Option 2 is
in effect.
The maximum rates shown in the Supplemental Insurance Charge Table will be the
same as the rates shown on page 5 if the insured's premium class remains the
same.
Cost of Insurance Rate--The cost of insurance is based on the insured's age and
premium class. The guaranteed rates are based on the 1980 CSO Mortality Table B
(or appropriate increases in such table for rated risks); however, if the
insured is over age 17, the guaranteed rates are based on the smoker or
non-smoker versions of Table B. The non-guaranteed monthly cost of insurance
rate will be reviewed by the Company when rates for new flexible premium
variable life insurance policies change. Rates will be reviewed not more than
once each year nor less than once in a five-year period. The cost will not
exceed the guaranteed amounts shown in the Insurance Charge Table and any
supplements to it.
Grace Period and Policy Lapse--Except as otherwise provided in the Payor Option,
the grace period will begin if the policy value less debt is less than the
amount needed to pay the next monthly insurance charge, the monthly
administrative charge, and any loan interest accrued.
Monthly deductions are not made during the grace period (unless the insured's
death occurs during the grace period).
The first day of the grace period is called the date of default. The Company
will send a notice to your last known address, or to the person named by you to
receive this notice, on the date the grace period begins. The notice will state
the due date and the amount of premium payable to keep the policy in force. The
grace period continues for 62 days. The policy is in force during the grace
period. A lapse occurs if the amount shown in the notice remains unpaid at the
end of the grace period. The policy terminates on the date of lapse. The death
benefit payable during the grace period will be reduced by any overdue charges.
Reinstatement--This policy may be reinstated during the insured's lifetime if
this policy has lapsed or foreclosed and has not been surrendered. You may not
reinstate more than three years after the date of default or foreclosure.
Form 1023-93 11 (Continued on page 12)
<PAGE>
Premiums (Continued from page 11)
The policy will be reinstated effective on the monthly payment date following
the date you provide the Company with the following:
- - a written application for reinstatement;
- - evidence of insurability showing the insured is insurable according to
the Company's underwriting rules; and
- - payment of the reinstatement premium.
The reinstatement premium is equal to the sum of three monthly administrative
fees and insurance charges for the three-month period beginning on the date of
reinstatement.
You may not repay or reinstate any debt outstanding on the date of default or
foreclosure.
The premium paid on reinstatement will be allocated to the General Account and
the sub-accounts of the Variable Account in accordance with your most recent
premium allocation notice.
The policy value on the date of reinstatement is:
- - the net premium paid to reinstate the policy increased by interest from the
date the payment was received at the Principal Office; plus
- - an amount equal to the policy value less debt on the date of default;
minus
- - the monthly deduction due on the date of reinstatement.
The surrender charge on the date of reinstatement is the surrender charge
which would have been in effect had the policy remained in force from the
date of issue.
================================= Payor Option =================================
Premium Billing and Allocation--The Payor Option is elected when a payor is
named in the application. The Company's premium billing procedure will be
modified as described in this section if the Payor Option is elected.
The Company will mail all premium notices to the payor while this option is in
effect. The premium notices will include the insurance charges and
administrative charges to be paid by you and the payor. The net premiums paid by
you and the payor for these charges will be allocated to the monthly deduction
sub-account, and the balance of the net premiums will be allocated to the
General Account and appropriate sub-accounts of the Variable Account as you
direct. No policy loans, partial withdrawals or transfers may be made from the
monthly deduction sub-account while this option is in effect.
Changes in the Face Amount and Partial Withdrawals--In the event the payor
agrees to pay the monthly deductions for a specified amount of coverage, you may
purchase additional amounts of insurance in accordance with the Increase
provision of this policy. In the event you later decide to decrease the face
amount of coverage or make a partial withdrawal, you may eliminate that portion
of the face amount for which you are paying the charges before eliminating
amounts of insurance which are paid for by the payor.
Grace Period--The Company will send a notice to the payor if the value of the
monthly deduction sub-account is less than the amount needed to pay the next
monthly deduction under the policy. This notice will be sent to the last known
address of the payor. The notice will state the due date and the amount of
premium payable. The premium may be paid during a period of 62 days beginning on
the premium due date. The policy will remain in force during this grace period.
The Company will send a notice to you if the premium shown in the grace period
notice is not received by the Company within 31 days of the end of the grace
period, and if the policy value is not sufficient to maintain the insurance in
force.
If the value of the monthly deduction sub-account at the end of the grace
period is not sufficient to pay the monthly deductions which are due, the
balance of the monthly deductions will be withdrawn from the policy value, if
any, in the General Account and the sub-accounts of the Variable Account. A
lapse occurs if the policy value at the end of the grace period is not
sufficient to pay the monthly deductions which are due. The policy terminates on
the date of lapse. The death benefit payable during the grace period will be
reduced by any overdue charges.
This option will terminate upon written request by you or the payor. If this
option terminates at the written request of the payor, a notice will be sent to
your last known address. This notice will include a statement showing the
premium due, if any.
Form 1023-93 12
<PAGE>
==================================== Benefit ===================================
Death Proceeds--The amount payable on death of the insured prior to the final
premium payment date will be the sum insured under either Option 1 or Option 2.
Options 1 and 2 are described later. Any debt, rider charges, administrative
charges and insurance charges due and unpaid through the policy month in which
the insured dies will be deducted from the death proceeds. Partial withdrawals
and withdrawal charges also will be deducted from the death proceeds. The amount
payable on the death of the insured after the final premium payment date will be
the policy value less debt.
Interest will be paid on lump sum death proceeds at a rate not less than 3 1/2%
per year or the minimum rate set by law, if greater. Interest will be paid from
the date of death to the payment date.
Guideline Minimum Sum Insured--This policy must provide a minimum amount at risk
to qualify as "life insurance" under the federal tax law. It does so by
providing a minimum sum insured which is obtained by multiplying the policy
value by the percentage shown in the Minimum Sum Insured Table for the insured's
attained age. The guideline minimum sum insured varies by age.
- --------------------------------------------------------------------------------
Minimum Sum Insured Table
- --------------------------------------------------------------------------------
Age Percentage Age Percentage
- --------------------------------------------------------------------------------
thru 40 250% 60 130%
41 243% 61 128%
42 236% 62 126%
43 229% 63 124%
44 222% 64 122%
45 215% 65 120%
46 209% 66 119%
47 203% 67 118%
48 197% 68 117%
49 191% 69 116%
50 185% 70 115%
51 178% 71 113%
52 171% 72 111%
53 164% 73 109%
54 157% 74 107%
55 150% 75 thru 90 105%
56 146% 91 104%
57 142% 92 103%
58 138% 93 102%
59 134% 94 101%
95 100%
- --------------------------------------------------------------------------------
The guideline minimum sum insured is determined according to the rules set forth
in the federal tax law. The guideline minimum sum insured will be adjusted to
conform to any changes in the law.
Sum Insured Options--There are two options in this policy. The option is elected
in the application. The options are:
Option 1--The sum insured is the greater of:
- - the face amount; or
- - the guideline minimum sum insured.
Option 2--The sum insured is the greater of:
- - the face amount plus the policy value on the date of death; or
- - the guideline minimum sum insured.
The option may be changed on written request. The effective date of the change
is the monthly payment date following the date the request is received at the
Principal Office. If the change is from Option 1 to Option 2, the face amount
under Option 2 will be equal to the sum insured less the policy value under
Option 1 on the effective date of the change. If the change is from Option 2 to
Option 1, the face amount will be equal to the sum insured under Option 2 on the
effective date of the change. The sum insured option may not be changed more
than once in any policy year. You may not change the option if it reduces the
face amount to less than $40,000.
Change Provision--You may change the face amount of insurance according to the
Increase or Decrease provisions if such request is made:
- - during the lifetime of the insured; and
- - on written request while this policy is in force.
No change in the face amount may be made which disqualifies the policy as "life
insurance" under the federal tax law.
Increase--All of the following must occur before the effective date of any
increase in the face amount:
- - evidence of insurability must be provided to the Company;
- - the insured must be under the Company's maximum issue age for new
insurance and be insurable according to its underwriting rules; and
- - payment to the Company of a $50 transaction charge plus two times the new
monthly charges, if the policy value is less than this sum.
Form 1023-93 13 (Continued on page 14)
<PAGE>
Benefit (Continued from page 13)
The Company will deduct the $50 transaction charge from the policy value on the
effective date of the increase.
The effective date of the increased face amount will be the first monthly
payment date on or following the date all the conditions are met. New
specification pages, including a Supplemental Insurance Charge Table, will be
issued. These pages will include the following information for the additional
face amount of insurance:
- - the effective date of the increase;
- - the amount of the increase; and
- - the premium class.
These pages also will show the new guideline premiums and surrender charges
applicable to the entire policy. No increase shall be less than the Company's
minimum limit in effect on the date of the request.
You may return the new specification pages by mailing or delivering them to the
Principal Office or to an agent of the Company within ten days after receiving
them, 45 days after you complete the Part 1 of the application for the increase,
or ten days after the Company mails you the Notice of Withdrawal Right. If the
specification pages are returned, the increase will be considered void from the
beginning, and the Company will refund the charges deducted from the policy
value which would not have been deducted but for the increase. The refunded
amount will be added to your policy value unless you otherwise request. The
Company also will waive any surrender charge for the increase.
Decrease--A request to decrease the face amount will be effective on the monthly
payment date following the date of the written request. Except as otherwise
provided in the Payor Option, existing insurance will be decreased or eliminated
in the following order:
- - first, the most recent increase;
- - second, the next most recent increases successively; and
- - last, the initial face amount.
A surrender charge will be deducted from the policy value on the date of the
decrease. Such charge will be:
- - the surrender charge for any increased amount which is eliminated; plus
- - a pro rata share of the surrender charge for a partial reduction in an
increase or in the initial face amount.
You may specify from which sub-account this charge will be deducted. If you do
not, the Company will allocate the charge among the General Account and all the
sub-accounts of the Variable Account (except the monthly deduction sub-account
if the Payor Option is in force) in the same proportion that the policy value in
the General Account, less debt, and the policy value in each sub-account bear to
the total policy value, less debt.
New specification pages will be issued. These pages will include the following
information:
- - the effective date of the decrease;
- - the amount of the decrease and the benefit remaining in force;
- - the revised surrender charge as of the effective date of the decrease; and
- - the new guideline premiums.
The face amount of this policy may not be reduced to less than the Company's
minimum issue limits for this type of policy.
The Company reserves the right to establish a minimum limit on the amount of any
decrease.
Form 1023-93 14
<PAGE>
=============================== Policy Value ===================================
Monthly Deduction--The monthly deduction is the monthly insurance charge plus
$5.
Monthly deductions are made on the date of issue and on each monthly payment
date unless the premium is in default. Monthly deductions are not made during
the grace period (unless the insured's death occurs during the grace period) or
after the policy has lapsed.
If the Payor Option is not in effect, you may specify from which sub-account of
the Variable Account this deduction will be taken. If you do not, the Company
will allocate the charge among the General Account and the sub-accounts of the
Variable Account in the same proportion that the policy value in the General
Account, less debt, and the policy value in each sub-account bear to the total
policy value, less debt. If the Payor Option is in force, all monthly insurance
charges and administrative charges will be deducted from the monthly deduction
sub-account.
General Account--The General Account consists of all assets owned by the Company
other than those in the Variable Account and other separate accounts. Subject to
applicable law, the Company has sole discretion over the investment of the
assets in the General Account. The allocation or transfer of funds to the
General Account does not entitle the owner to share in the investment experience
of the General Account. The guaranteed minimum interest rate used to calculate
the policy value in the General Account is 4% annually. The actual interest rate
will be determined by the Company at least annually; however, the interest rate
applicable to that portion of the policy value equal to existing debt will be
not less than 6% annually.
The interest rate in effect on the date a premium is received at the Principal
Office is guaranteed for one year unless the policy value associated with the
premium becomes subject to a policy loan. The interest rate on policy value
transferred from a sub-account of the Variable Account to the General Account is
not guaranteed. Policy value which is within the first-year guarantee period
will be used for payment of fees, charges, loans and partial withdrawals on a
last-in, first-out basis.
Basis of Value of General Account--Minimum surrender value in General Account is
based on the 1980 CSO Mortality Table B (or appropriate increases in such
tables for rated risks) with interest at 4% per year, compounded annually;
however, if the insured is over age 17, the minimum surrender value in the
General Account is based on the smoker or non-smoker versions of such table.
Policy values are based on interest rates set by the Company. A detailed
statement of the way this value is determined has been filed with the State
Insurance Department. All value is not less than the minimums required by the
law in the state in which this policy is delivered.
General Account Policy Value--If premium is paid with the application or at any
time prior to the delivery of the policy, that premium will be placed in the
General Account on the date it is received at the Principal Office. Policy value
in the General Account will be allocated to the sub-accounts of the Variable
Account in accordance with your premium allocation no later than the expiration
of the period during which you may exercise your right to examine this policy.
On each monthly payment date, the policy value in the General Account is:
- - the policy value in the General Account on the preceding monthly payment
date increased by one month's interest; plus
- - net premiums received since the last monthly payment date which are
allocated to the General Account increased by interest from the date the
payment is received by the Company; plus
- - Variable Account policy value transferred to the General Account from any
sub-account of the Variable Account since the preceding monthly payment day
increased by interest from the date the policy value is transferred; less
- - policy value transferred from the General Account to a sub-account of the
Variable Account since the preceding monthly payment date and interest on
said transfers from the date of transfer to the monthly payment date; less
- - partial withdrawals from the General Account, partial withdrawal charges and
partial withdrawal transaction charges since the last monthly payment date
and interest on such withdrawals and charges from the date of withdrawal to
the monthly payment date; less
- - any transaction charges for any increases in face amount since the last
monthly payment date and interest on such charges to the monthly payment
date; less
Form 1023-93 15 (Continued on page 16)
<PAGE>
Policy Value (Continued from page 15)
- - any surrender charges incurred since the last monthly payment date and
interest on such charges to the monthly payment date; and less
- - the portion of the monthly deduction allocated to the policy value in the
General Account.
During any policy month the policy value will be calculated on a consistent
basis.
Variable Account--The policy value may vary if funded through investments in the
sub-accounts of the Variable Account. The Variable Account is separate from the
Company's General Account. That portion of the assets of the Variable Account
equal to the reserves and other policy liabilities of the policies which are
supported by the Variable Account will not be charged with liabilities that
arise from any other business the Company conducts.
The Company established the Variable Account to support variable life insurance
contracts. The Variable Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940. It is also governed by the laws of the State of Delaware.
The Variable Account has several sub-accounts. The Company reserves the right,
subject to compliance with applicable law, to change the names of the Variable
Account or its sub-accounts. The sub-accounts in which you initially chose to
invest are shown in your application for this policy, a copy of which is
attached to this policy.
Each sub-account invests its assets in a separate registered investment company
or a separate series of a registered investment company ("Fund").
Income and realized and unrealized gains or losses from the assets of each
sub-account of the Variable Account are credited to or charged against that
sub-account without regard to income, gains, or losses in the other sub-accounts
of the Variable Account, the General Account or any other separate accounts.
Variable Account Policy Value--On each valuation date the Company will value the
assets of each sub-account of the Variable Account in which there has been
activity. The policy value in a sub-account of the Variable Account at any time
is equal to the number of units this policy then has in that sub-account
multiplied by the sub-account's unit value.
The value of a unit for any sub-account of the Variable Account for any
valuation period is determined by multiplying that sub-account's unit value for
the immediately preceding valuation period by the net investment factor for the
valuation period for which the unit value is being calculated.
Net Investment Factor--The net investment factor measures the investment
performance of a sub-account of the Variable Account during the valuation period
just ended. The net investment factor for each sub-account is equal to 1.0000
plus the number arrived at by dividing (a) by (b) and subtracting (c) from the
result, where:
(a) is the investment income of that sub-account for the valuation period,
plus capital gains, realized or unrealized, credited during the
valuation period; minus capital losses, realized or unrealized,
charged during the valuation period; adjusted for provisions made for
taxes, if any;
(b) is the value of that sub-account's assets at the beginning of the
valuation period; and
(c) is a charge for mortality and expense risks in the valuation period
equal to .90%, on an annual basis, of the sub-account's assets. This
charge may be increased or decreased by the Company, but may not
exceed 1.275%.
The net investment factor may be greater or less than one; therefore, the unit
value may increase or decrease. You bear the investment risk. Subject to any
required regulatory approvals, the Company reserves the right to change the
method for determining the net investment factor.
Valuation Dates and Periods--A valuation date is each day that the New York
Stock Exchange is open for business and any other day in which there is a
sufficient degree of trading in the Variable Account's portfolio securities to
materially affect the value of the Variable Account. A valuation period is the
period between valuation dates.
Form 1023-93 16 (Continued on page 17)
<PAGE>
Policy Value (Continued from page 16)
Addition, Deletion, or Substitution of Investments--The investment policy of the
Variable Account shall not be changed without the approval of the Insurance
Commissioner of Delaware. The approval process is on file with the Commissioner
of the state in which this policy is issued.
The Company reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the shares of a Fund
that are held by the Variable Account or that the Variable Account may purchase.
The Company reserves the right to eliminate the shares of any Fund if the shares
of a Fund are no longer available for investment or if, in the Company's
judgment, further investment in any eligible Fund should become inappropriate in
view of the purposes of the Variable Account.
The Company will not substitute any shares attributable to your interest in a
sub-account of the Variable Account without notice to you and any prior approval
of the SEC required by the Investment Company Act of 1940. This shall not
prevent the Variable Account from purchasing other securities for other series
or classes of policies, or from permitting a conversion between series or
classes of policies or contracts on the basis of requests made by owners.
The Company reserves the right to establish additional sub-accounts of the
Variable Account, and to make such sub-accounts available to any class or series
of policies as the Company deems appropriate. Each new sub-account would invest
in a new investment company or in shares of another open-end investment company.
Subject to obtaining any required approvals or any consents required by
applicable law, the Company also reserves the right to eliminate or combine
existing sub-accounts of the Variable Account and to transfer the assets of one
or more sub-accounts to any other sub-accounts.
In the event of any substitution or change, the Company may, by appropriate
endorsement, make such changes in this and other policies as may be necessary or
appropriate to reflect the substitution or change. If the Company considers it
to be in the best interests of policyholders, the Variable Account may be
operated as a management company under the Investment Company Act of 1940, or
it may be deregistered under that Act in the event registration is no longer
required, or it may be combined with other separate accounts.
Federal Tax Considerations--The Company intends to make a charge for any effect
which the income, assets or existence of the Variable Account may have upon its
tax. The Variable Account presently is not subject to tax, but the Company
reserves the right to assess a charge for taxes if the Variable Account at any
time becomes subject to tax.
Form 1023-93 17
<PAGE>
=========================== Transfers of Value =================================
You may transfer amounts between the General Account and the sub-accounts of the
Variable Account or among the sub-accounts of the Variable Account by sending
the Company a written request. Once during the first 24 months after the date of
issue and during the first 24 months after an increase in the face amount, you
may transfer, without charge, all or part of the policy value in the Variable
Account to the General Account of this policy. If you do so, future payments
will be allocated to the General Account unless you specify otherwise. All
other transfers are subject to the following rules and will be permitted only
with the consent of the Company.
If the Company consents to a transfer, the minimum and maximum amounts that may
be transferred shall be determined by the Company according to its then current
rules. In addition, the Company reserves the right to limit the number of
transfers which may be made in each policy year and to establish other
reasonable rules restricting transfers.
If a transfer would reduce the policy value in the sub-account from which the
transfer is to be made to less than the then current minimum balance required by
the Company for such sub-account, the Company reserves the right to include such
remaining value in the amount transferred.
There will be no charge for the first six transfers per policy year. A transfer
charge of up to $25 may be imposed on each additional transfer and deducted from
the amount that is transferred. Transfers as a result of a policy loan or
repayment thereof are not subject to these rules.
================= Surrender and Partial Withdrawal of Value ====================
Surrender--Upon written request while the insured is living you may surrender
this policy for its surrender value as of the date your request is received in
the Principal Office. The policy will terminate on that date. You may elect to
receive the surrender value paid in a lump sum or under a settlement option.
Surrender Value--The surrender value is the policy value less the sum of the
debt and the applicable surrender charge.
Surrender Charge--There is a separate surrender charge for the initial face
amount and each increase in the face amount. Surrender charges begin on the date
of issue of the policy and on the effective date of each increase in the face
amount. The maximum surrender charge for the initial face amount and each
increase in the face amount is level for 44 months and reduces 1% each month for
76 months, and is zero thereafter.
The surrender charge for the initial face amount is shown on page 4. The changes
in the surrender charge when the face amount is increased or decreased are shown
in the new specification pages.
Partial Withdrawals--You may withdraw a portion of the surrender value on
written request. Partial withdrawals may not be made during the first policy
year. The amount of a partial withdrawal shall not be less than $500. A partial
withdrawal transaction charge of 2%, not to exceed $25, will always be deducted
from the policy value with each partial withdrawal. A withdrawal charge may also
be deducted from the policy value.
A portion of the partial withdrawal will not be subject to the withdrawal
charge. This amount is (a) less (b) where:
(a) is 10% of the policy value on the date the written request is
received at the Principal Office; and
(b) is the sum of the withdrawals (or portions thereof) made in the same
policy year which were not subject to the withdrawal charge.
A charge will be made on the balance of the withdrawal (called "excess
withdrawal"). The charge is obtained by multiplying the excess withdrawal by 5%;
however, in no event will the withdrawal charge exceed the surrender charge in
effect on the date of the withdrawal.
The policy's surrender charge will be reduced by the withdrawal charge, if any.
There will be no withdrawal charge if there is no surrender charge
Form 1023-93 18 (Continued on page 19)
<PAGE>
Surrender and Partial Withdrawal of Value (Continued from page 18)
applicable to the policy on the date of the withdrawal.
Under Sum Insured Option 1, the face amount and policy value will be reduced by
the amount of the partial withdrawal, and the policy value will be reduced
further by the partial withdrawal transaction charge and withdrawal charge.
Except as otherwise provided in the Payor Option, the face amount will be
decreased in the following order:
- - first, the most recent increase;
- - second, the next most recent increases successively; and
- - last, the initial face amount.
Under Sum Insured Option 2, the policy value will be reduced by the amount of
the partial withdrawal, the partial withdrawal transaction charge and the
withdrawal charge. No partial withdrawal may reduce the face amount to less than
$40,000.
You may allocate a partial withdrawal and the associated charges among the
General Account and each sub-account of the Variable Account. If you do not, the
Company will allocate the partial withdrawal and the charges among those
accounts in the same proportion that the policy value in the General Account,
less debt, and the policy value in each sub-account (except the monthly
deduction sub-account if the Payor Option is in force) bear to the total policy
value, less debt, on the date the Company receives your request.
Postponement of Payment--The Company may defer any transfer from the Variable
Account or payment of any amount payable on surrender, partial withdrawal,
transfer, or policy loan allocated to the Variable Account during any period
when (a) 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, (b) the
SEC by order has permitted such suspension, or (c) an emergency exists, as
determined by the SEC, such that disposal of portfolio securities or valuation
of assets of the Variable Account is not reasonably practicable.
The Company may defer the portion of any transfer from the General Account or
payment of any portion of the amount payable on surrender, partial withdrawal,
or policy loan allocated to the General Account for not more than six months
from the day the written request and the policy, if required, are received by
the Company. If such payments are deferred for 30 days or more, the amount
deferred will earn interest during the period of deferment at a rate not less
than 3 1/2% per year. No payment to pay premiums on policies with the Company
will be deferred.
Form 1023-93 19
<PAGE>
=============================== Policy Loans ===================================
Policy Loans--Loans may be obtained by request to the Company on the sole
security of this policy.
Amount Available--The total amount you may borrow is an amount equal to the loan
value. The maximum loan value in the first policy year is 75% of (a) less (b)
where:
(a) is the policy value reduced by the surrender charge; and
(b) is the monthly deductions and interest on debt to the end of the
policy year.
The loan value in the second policy year and thereafter is 90% of the result
obtained when the policy value is reduced by the surrender charge.
You may allocate a policy loan among the General Account and all sub-accounts of
the Variable Account, except the monthly deduction sub-account. If you do not,
the Company will allocate the loan among those accounts in the same proportion
that the policy value in the General Account, less debt, and the policy value in
each sub-account, except the monthly deduction sub-account bear to the total
policy value, less debt, on the date the Company receives your request. Policy
value in each sub-account of the Variable Account equal to the policy loan
allocated to each sub-account will be transferred to the General Account to
secure the debt.
Loan Interest--Interest accrues daily and is payable in arrears at the annual
rate of 8%. Interest is payable at the end of each policy 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 of
interest. If the resulting loan principal exceeds the policy value in the
General Account, the Company will transfer policy value equal to that excess
debt from the policy value in each sub-account of the Variable Account, to the
General Account as security for the excess debt. The Company will allocate the
amount transferred among the sub-accounts in the same proportion that the policy
value in each sub-account bears to the total policy value in all sub-accounts.
Repayment of Debt--Loans may be repaid at any time prior to the lapse of this
policy. Upon repayment of debt, the portion of the policy value that is in the
General Account securing debt will be transferred to the various accounts and
increase the policy value in these accounts. You may tell the Company how to
allocate repayments to the policy value among the General Account and the
sub-accounts of the Variable Account. If you do not, the Company will allocate
the loan repayment in accordance with the most recent premium allocation notice.
Loan repayments allocated to the Variable Account cannot exceed policy value
previously transferred from the Variable Account to secure the debt.
Foreclosure--If the debt exceeds the policy value less the surrender charge, the
policy will terminate. A notice of such pending termination will be mailed to
the last known address of you and any assignee. If the excess debt is not paid
within 62 days after this notice is mailed, the policy will terminate with no
value. You may reinstate this policy according to the Reinstatement provision.
Form 1023-93 20
<PAGE>
============================== Payment of Proceeds =============================
Payment Options--Upon written request, the surrender value or all or part of the
death proceeds may be placed under one or more of the payment options below or
any other option offered by the Company. If you make no election, the Company
will pay the benefits in a single sum. A certificate will be provided to the
payee describing the payment option selected.
If a payment option is selected, the beneficiary, when filing proof of
claim, may pay to the Company any amount that would otherwise be deducted from
the proceeds.
You may choose one of the following payment options. The amounts payable under
these options are paid from the General Account. None is based on the investment
experience of the Variable Account.
The amounts payable under a payment option for each $1,000 of value applied will
be the greater of:
(a) the rate per $1,000 of value applied based on the Company's
non-guaranteed current payment option rates for this class of
policies; or
(b) the rate in this policy for the applicable payment option.
Option A: Payments for a Specified Number of Years (Table A). The Company
will make equal payments for any selected number of years (not
greater than 30). Payments may be made annually, semi-annually,
quarterly or monthly.
Option B: Lifetime Monthly Payments (Table B). Payments are based on the
payee's age on the date the first payment will be made. One of three
variations may be chosen. Depending upon this choice, payments will
end:
(1) upon the death of the payee, with no further payments due (Life
Annuity), or
(2) upon the death of the payee, but not before the sum of the
payments made first equals or exceeds the amount applied under
this option (Life Annuity with Installment Refund), or
(3) upon the death of the payee, but not before a selected period
(5, 10 or 20 years) has elapsed (Life Annuity with Period
Certain).
Option C: Interest Payments. The Company will pay interest at a rate
determined by the Company each year. The rate will not be less than
3 1/2%. Payments may be made annually, semiannually, quarterly or
monthly. Payments will end when the amount left with the Company has
been withdrawn; however, payments will not continue after the death
of the payee. Any unpaid balance plus accrued interest will be paid
in a lump sum.
Option D: Payments for a Specified Amount. Payments will be made until the
unpaid balance is exhausted. Interest will be credited to the unpaid
balance. The rate of interest will be determined by the Company each
year but will not be less than 3 1/2%. Payments may be made
annually, semi-annually, quarterly or monthly. The payment level
selected must provide for the payment each year of at least 8% of
the amount applied.
Option E: Lifetime Monthly Payments for Two Payees (Table E). One of three
variations may be chosen. After the death of one payee, payments
will continue to the survivor:
(1) in the same amount as the original amount; or
(2) in an amount equal to 2/3 of the original amount; or
(3) in an amount equal to 1/2 of the original amount.
Payments are based on the payees' ages on the date the first payment
is due. Payments will end upon the death of the surviving payee.
Form 1023-93 21 (Continued on page 22)
<PAGE>
Payment of Proceeds (Continued from page 21)
Selection of Payment Options--The amount applied under any one option for any
one payee must be at least $5,000. The periodic payment for any one payee must
be at least $50.00
Subject to the Owner and Beneficiary provision, you may change any option
selection before the proceeds become payable. If you make no selection, the
beneficiary may select an option when the proceeds become payable.
If the amount of monthly income payments under Option B(3) for the attained age
of the payee are the same for different periods certain, the Company will deem
an election to have been made for the longest period certain which could have
been elected for such age and amount.
You may give the beneficiary the right to change from Option C or D to any other
option at any time. If the payee selects Option C or D when this policy becomes
a claim, the right may be reserved to change to any other option. The payee who
elects to change options must be a payee under the option selected.
Additional Deposits--An additional deposit may be added to any proceeds when
they are applied under Option B or E. A charge not to exceed 3% will be made.
The Company may limit the amount of this deposit.
Rights and Limitations--A payee does not have the right to assign any amount
payable under any option. A payee does not have the right to commute any amount
payable under Option B or E. A payee will have the right to commute any amount
payable under Option A only if the right is reserved in the written request
selecting the option.
If the right to commute is exercised, the commuted values will be computed at
the interest rates used to calculate the benefits. The amount left under Option
C, and any unpaid balance under Option D, may be withdrawn by the payee only as
set forth in the written request selecting the option.
A corporate or fiduciary payee may select only Option A, C or D. Such selection
will be subject to the consent of the Company.
Payment Dates--The first payment under any option, except Option C, will be due
on the date this policy matures by death or otherwise, unless another date is
designated. Payments under Option C begin at the end of the first payment
period.
The last payment under any option will be made as stated in the description of
that option. Under Option B or E, however, should a payee die prior to the due
date of the second monthly payment, the amount applied less the first monthly
payment will be paid in a lump sum or under any option other than Option E. Such
payment will be made to the surviving payee under Option E or the succeeding
payee under Option B.
Payment Rates--The Payment Options Tables show payment rates for Options A, B
and E. For policy proceeds placed under these options within five years of the
date of surrender or the date the proceeds are otherwise payable, the more
favorable of the rates contained in this policy or the rates in use by the
Company as of the date the proceeds are applied will be the basis for the
periodic payments. Payments which commence more than five years after such date
or as a result of additional deposits will be based on the rates in use by the
Company as of the date the first payment is due.
Form 1023-93 22
<PAGE>
=============================== Payment Options ================================
TABLE A
Payments for Specified Number of Years
Payments Per $1,000 Applied
Based on Interest at 3 1/2% Per Year.
- ------------------------------------------------
SEMI- QUAR-
YEARS ANNUAL ANNUAL TERLY MONTHLY
- ------------------------------------------------
1 1000.00 504.30 253.23 84.65
2 508.60 256.49 128.79 43.05
3 344.86 173.91 87.33 29.19
4 263.04 132.65 66.61 22.27
5 213.99 107.92 54.19 18.12
6 181.32 91.44 45.92 15.35
7 158.01 79.69 40.01 13.38
8 140.56 70.88 35.59 11.90
9 127.00 64.05 32.16 10.75
10 116.18 58.59 29.42 9.83
11 107.34 54.13 27.18 9.09
12 99.98 50.42 25.32 8.46
13 93.78 47.29 23.75 7.94
14 88.47 44.62 22.40 7.49
15 83.89 42.31 21.24 7.10
16 79.89 40.29 20.23 6.76
17 76.37 38.51 19.34 6.47
18 73.25 36.94 18.55 6.20
19 70.47 35.54 17.85 5.97
20 67.98 34.28 17.22 5.75
21 65.74 33.15 16.65 5.56
22 63.70 32.13 16.13 5.39
23 61.85 31.19 15.66 5.24
24 60.17 30.34 15.24 5.09
25 58.62 29.56 14.85 4.96
26 57.20 28.85 14.49 4.84
27 55.90 28.19 14.15 4.73
28 54.69 27.58 13.85 4.63
29 53.57 27.02 13.57 4.53
30 52.53 26.49 13.30 4.45
- ------------------------------------------------
Form 1023-93 23
<PAGE>
=============================== Payment Options ================================
TABLE B
Monthly Payments Per $1,000 Applied
Based on Interest at 3 1/2% Per Year
- --------------------------------------------------------------
OPTION B OPTION B OPTION B
(1) (2) (3)
- --------------------------------------------------------------
Life Annuity With
------------------------------------
Instal.
Age Life Refund 5 Years 10 Years 20 Years
Annuity Annuity Certain Certain Certain
- --------------------------------------------------------------
0-5 3.09 3.09 3.09 3.09 3.09
6 3.10 3.10 3.10 3.10 3.10
7 3.11 3.11 3.11 3.11 3.11
8 3.12 3.11 3.12 3.12 3.12
9 3.13 3.12 3.13 3.13 3.13
10 3.14 3.13 3.14 3.14 3.14
11 3.15 3.14 3.15 3.15 3.15
12 3.16 3.15 3.16 3.16 3.16
13 3.17 3.16 3.17 3.17 3.17
14 3.18 3.17 3.18 3.18 3.18
15 3.19 3.19 3.19 3.19 3.19
16 3.21 3.20 3.21 3.20 3.20
17 3.22 3.21 3.22 3.22 3.21
18 3.23 3.22 3.23 3.23 3.23
19 3.25 3.24 3.25 3.24 3.24
20 3.26 3.25 3.26 3.26 3.25
21 3.27 3.26 3.27 3.27 3.27
22 3.29 3.28 3.29 3.29 3.28
23 3.31 3.29 3.31 3.30 3.30
24 3.32 3.31 3.32 3.32 3.32
25 3.34 3.33 3.34 3.34 3.33
26 3.36 3.35 3.36 3.36 3.35
27 3.38 3.36 3.38 3.38 3.37
28 3.40 3.38 3.40 3.40 3.39
29 3.42 3.40 3.42 3.42 3.41
30 3.44 3.42 3.44 3.44 3.43
31 3.46 3.44 3.46 3.46 3.45
32 3.49 3.47 3.49 3.48 3.47
33 3.51 3.49 3.51 3.51 3.50
34 3.54 3.52 3.54 3.54 3.52
35 3.57 3.54 3.57 3.56 3.55
36 3.60 3.57 3.59 3.59 3.58
37 3.63 3.60 3.63 3.62 3.60
38 3.66 3.62 3.66 3.65 3.63
39 3.69 3.65 3.69 3.69 3.66
40 3.73 3.69 3.73 3.72 3.70
41 3.76 3.72 3.76 3.76 3.73
42 3.80 3.75 3.80 3.79 3.76
43 3.84 3.79 3.84 3.83 3.80
44 3.89 3.83 3.88 3.88 3.84
45 3.93 3.87 3.93 3.92 3.88
46 3.98 3.91 3.98 3.97 3.92
47 4.03 3.95 4.03 4.01 3.96
48 4.08 4.00 4.08 4.06 4.00
49 4.14 4.05 4.13 4.11 4.05
50 4.19 4.10 4.19 4.17 4.10
51 4.25 4.15 4.25 4.23 4.14
52 4.32 4.20 4.31 4.29 4.20
53 4.38 4.26 4.38 4.35 4.25
54 4.46 4.32 4.45 4.42 4.30
55 4.53 4.38 4.52 4.49 4.36
56 4.61 4.45 4.60 4.56 4.42
57 4.69 4.52 4.68 4.64 4.48
58 4.78 4.59 4.77 4.72 4.54
59 4.88 4.67 4.86 4.81 4.60
60 4.98 4.75 4.96 4.90 4.66
61 5.09 4.83 5.07 5.00 4.73
62 5.20 4.92 5.18 5.10 4.79
63 5.32 5.02 5.30 5.21 4.86
64 5.46 5.12 5.42 5.33 4.93
65 5.60 5.22 5.56 5.44 4.99
66 5.74 5.33 5.70 5.57 5.06
67 5.90 5.45 5.85 5.70 5.12
68 6.07 5.57 6.02 5.84 5.18
69 6.26 5.70 6.19 5.98 5.24
70 6.45 5.84 6.37 6.13 5.30
71 6.66 5.98 6.57 6.29 5.35
72 6.89 6.14 6.78 6.45 5.41
73 7.13 6.30 7.00 6.62 5.45
74 7.39 6.47 7.23 6.79 5.49
75 7.68 6.65 7.48 6.97 5.53
76 7.98 6.84 7.75 7.14 5.57
77 8.30 7.04 8.03 7.33 5.60
78 8.65 7.25 8.32 7.51 5.62
79 9.02 7.47 8.64 7.69 5.65
80 9.43 7.71 8.96 7.87 5.67
- --------------------------------------------------------------------------------
Rates for ages 81 and over are the same as those for age 80. Single life rates
are based on the 1983a Individual Mortality Table using a blend reflecting 80%
of the male rate and 20% of the female rate.
- --------------------------------------------------------------------------------
Form 1023-93 24
<PAGE>
=============================== Payment Options ================================
TABLE E(1)
Monthly Payments Per $1,000 Applied
Joint & Survivor
Based on Interest at 3 1/2% Per Year
OLDER AGE
- --------------------------------------------------------------------------------
50 55 60 65 70 75 80
--------------------------------------------------------------------------
50 3.70 3.77 3.82 3.86 3.89 3.91 3.93
Y
O 55 3.92 4.01 4.08 4.14 4.17 4.20
U
N 60 4.22 4.34 4.43 4.50 4.54
G
E 65 4.61 4.77 4.90 4.98
R
70 5.16 5.38 5.54
A
G 75 5.92 6.23
E
80 7.00
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE E(2)
Initial Monthly Payments Per $1,000 Applied
Joint & 2/3 Survivor
Based on Interest at 3 1/2% Per Year
OLDER AGE
- --------------------------------------------------------------------------------
50 55 60 65 70 75 80
--------------------------------------------------------------------------
50 4.03 4.16 4.31 4.47 4.65 4.83 5.02
Y
O 55 4.33 4.50 4.69 4.89 5.10 5.32
U
N 60 4.72 4.95 5.19 5.44 5.69
G
E 65 5.25 5.55 5.87 6.18
R
70 5.99 6.39 6.79
A
G 75 7.03 7.57
E
80 8.50
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE E(3)
Initial Monthly Payments Per $1,000 Applied
Joint & 1/2 Survivor
Based on Interest at 3 1/2% Per Year
OLDER AGE
- --------------------------------------------------------------------------------
50 55 60 65 70 75 80
--------------------------------------------------------------------------
50 4.22 4.39 4.60 4.85 5.14 5.47 5.83
Y
O 55 4.56 4.79 5.06 5.38 5.74 6.13
U
N 60 5.02 5.32 5.68 6.08 6.52
G
E 65 5.65 6.05 6.51 7.02
R
70 6.52 7.05 7.65
A
G 75 7.75 8.48
E
80 9.52
--------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Payment rates for combinations of ages not shown may be obtained
from the Company upon request.
Joint life rates are based on the 1983a Individual Mortality Table
using a proportional blend of 50% male and 50% female.
Form 1023-93 25
<PAGE>
========================= Paid Up Life Insurance Option ========================
Benefit: Paid up life insurance is insurance, usually having a reduced face
amount, which continues for the lifetime of the insured with no further premiums
due. The amount of paid-up insurance is the amount the policy's surrender value
can purchase for a net single premium at the insured's age and class of risk on
the date this option is exercised. In the event the face amount of the policy
has been increased, the class of risk for the paid-up life insurance will be the
class of risk assigned to the last increase.
The paid-up insurance death benefit may not be less than $10,000 or exceed the
policy's sum insured in effect on the date this option is exercised. In the
event that the surrender value exceeds the net single premium for the policy's
sum insured on the date this option is exercised, the excess surrender value
will be paid to you.
Basis of Value: The policy value and net single premium of the paid-up insurance
meet the minimum standards which are set by state law. The net single premium is
based on the Commissioners 1980 Standard Ordinary Mortality Table, Smoker or
Non-Smoker; Male, Female or Table B for unisex risks (or appropriate increases
in such tables for non-standard risks). Interest will not be less than 4 1/2%
per annum nor higher than the maximum rate allowed by law.
Exercise of Option: The paid-up insurance option may be exercised by you on
written request. The Company will issue supplemental specifications pages that
show the policy as paid-up effective as of the monthly payment date following
receipt of the written request.
The supplemental specifications pages will show:
- - the effective date of paid-up insurance;
- - the paid-up death benefit;
- - the interest rate used to calculate the cash values and paid-up insurance
benefit; and
- - riders.
Effect on the Policy: After the policy becomes paid-up, no further premiums may
be paid by you. You may not increase or decrease the death benefit; the death
benefit remains level. You may not make partial withdrawals or transfer funds to
the Variable Account. You may make policy loans or surrender the policy for its
net cash value. Riders will continue only with the consent of the Company.
The guaranteed cash value of the paid-up insurance equals the net single premium
for the paid-up insurance at the insured's attained age. The net single premium
is determined on the same basis as is used for the purchase price of the paid-up
insurance. The net cash value is the cash value less debt. The policy loan
interest rate will be 6%. The loan value of paid-up insurance is the amount
that, with interest at 6% per year, equals the cash value of the paid-up policy
as of the next policy anniversary.
Misstatement of Age or Sex: If the insured's age or sex is misstated, the amount
of paid-up insurance will be that which the net single premium would have
purchased at the correct age or sex.
Flexible Premium Variable Life Insurance Policy. Adjustable Sum Insured. Death
Proceeds Payable at Death of Insured. Flexible Premiums Payable to the Final
Premium Payment Date. Coverage to Final Premium Payment Date and Amount of
Policy Value Not Guaranteed. Some Benefits Reflect Investment Results.
Non-Participating.
Form 1023-93 26
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
======================== Accidental Death Benefit Rider ========================
This rider is a part of the policy to which it is attached if it is shown in the
schedule of benefits and premiums. The insured under the policy is the insured
under this rider.
Benefit--The Company will pay the accidental death benefit when the principal
office receives due proof that:
- - the insured's death resulted directly and solely from accidental drowning
or accidental bodily injury evidenced by a visible contusion or wound on
the exterior of the body or by internal injuries shown by an autopsy; and
- - the insured's death occurred within 90 days after such injury; and
- - the insured's injury and death occurred while this rider was in force.
If the accidental injury occurred while the insured was a fare paying passenger
in or on a public conveyance operated by a common carrier for passenger service,
the accidental death benefit will be doubled.
Unless requested otherwise, the benefit will be paid to the beneficiary entitled
to the proceeds under the policy and will be paid in the same manner.
Exclusions--This rider does not cover death which results directly or indirectly
from:
- - suicide or attempted suicide, while sane or insane; or
- - the commission of a felony by the insured; or
- - war, declared or undeclared, or any act of war; or
- - travel or flight in or descent from any aircraft if the insured:
- is a pilot, officer or member of the crew; or
- is traveling or flying for the purpose of descent from such
aircraft while in flight; or
- is giving or receiving any kind of training or instructions; or
- has duties aboard such aircraft.
- - any physical or mental infirmity, illness or disease; or
- - the entry into the body by any means, whether voluntary or involuntary,
of:
- any excitant or hallucinogen; or
- any narcotic, hypnotic or sedative, unless use is as prescribed by
a physician acting within the scope of his license; or
- any poison or poisonous substance; or
- any gas or fumes, other than involuntarily in the course of
employment.
Claim--Written notice of claim must be sent to the principal office within 91
days after the insured's death. Failure to furnish notice within such time will
not void a claim if it is shown that notice was given as soon as was reasonably
possible.
If a claim under this rider is denied, any other death benefits may be paid
under the policy without prejudice to the claim for, or the defense to, the
accidental death benefit.
Incontestability--Except for failure to pay the monthy mortality charge, this
rider cannot be contested after it has been in force during the insured's
lifetime for two years from its date of issue.
Termination--This rider will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the termination or maturity of the policy while the insured is alive; or
- - the day before the policy anniversary nearest age 70; or
Form 1063-83
<PAGE>
- - the end of the policy month following a request for termination.
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show for this rider:
- - the date of issue; and
- - the accidental death benefit amount.
Charges for this rider are payable as a part of the monthly mortality charges
due under this policy. The monthly mortality charge for this rider is shown on
page 5 or 5.1.
Except as otherwise provided, all conditions and provisions of the policy apply
to this rider.
Signed for the Company at Dover, Delaware.
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1063-83
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
============================ Waiver Of Premium Rider ===========================
This rider is a part of the policy to which it is attached if it is shown in the
schedule of benefits and premiums. The insured under the policy is the insured
under this rider.
Benefit--While the insured is totally disabled, the company will add to the
policy value the waiver of premium benefit. This benefit is the larger of:
- - the amount shown in the schedule of benefits and premiums; or
- - the minimum monthly factor applicable to the face amount covered by this
rider; or
- - the monthly mortality charges applicable to the face amounts and other
riders covered by this rider.
The waiver of premium benefit is subject to:
- - the company's receipt of due proof of such total disability; and
- - evidence the total disability:
- began while this rider was in force; and
- began before the policy anniversary nearest age 65; and
- has continued for at least 4 months; and
- - the other terms and conditions of this rider.
The benefit will begin with the policy month following the date total disability
begins or the policy anniversary nearest age 5, if later. The benefit will not
be provided for any period more than one year prior to the date the company
receives written notice of claim. The company will credit the policy value with
any benefit which applies to the time during which benefits are payable.
If the insured's total disability occurs before the policy anniversary nearest
age 60, the benefit will end when total disability ends. If the total disability
occurs on or after the policy anniversary nearest age 60, the benefit will
continue during such total disability but not beyond the policy anniversary
nearest age 65 or two years, whichever is longer.
Benefits will cease on the next monthly payment date following the end of a
period of total disability.
Definitions of Total Disability--Total disability means the insured is unable to
engage in an occupation as a result of disease or bodily injury. "Occupation"
means to attend school if the insured is not old enough to legally end his or
her formal education. Otherwise "occupation" means:
- - during the first 60 months of disability, the occupation of the insured
when such disability began; and
- - thereafter, any occupation for which the insured is or becomes reasonably
fitted by training, education or experience.
Total loss of the following as a result of disease or bodily injury shall be
deemed total disability:
- - speech;
- - hearing in both ears; or
- - the sight of both eyes; or
- - the use of both hands; or
- - the use of both feet; or
- - the use of one hand and one foot.
Risks Not Covered--No benefit will be provided if total disability results,
directly or indirectly, from:
- - an act of war, whether such war is declared or undeclared, and the
insured is a member of the armed forces of a country or combination of
countries; or
- - any bodily injury occurring or disease first manifesting itself prior to
the date of issue of this rider. However, no claim for total disability
commencing after two years from the date of issue will be denied on the
ground that the disease or impairment not excluded from coverage by name
or specific description existed prior to the date of issue of this rider.
Form 1074-86 (over)
<PAGE>
Notice and Proof of Claim--Written notice of claim must be sent to the principal
office:
- - during the lifetime of the insured; and
- - while the insured is totally disabled; and
- - not later than 12 months after this rider terminates.
Proof of claim must be sent to the principal office within 6 months of the
notice of claim. Failure to give notice and proof within the time required will
not void or reduce any claim if it can be shown that notice and proof were given
as soon as was reasonably possible.
Proof of continued total disability must be furnished upon request by the
company. Failure to do so will end the benefit. Such proof will include an
authorization to disclose facts concerning the insured's health and may include
medical exams of the insured conducted by physicians chosen by the company. Such
medical exam will be at the company's expense. After total disability has
continued for 24 months, proof will not be required more than once a year nor
after the policy anniversary nearest age 65.
Benefit Changes--The benefit may be changed on written request. Any increase is
subject to:
- - evidence of insurability;
- - the insured must be under age 60 and insurable according to the
company's underwriting rules; and
- - payment to the company of the amount needed to keep the policy in force if
the surrender value is less than all charges due on the policy.
No increases when added to the existing benefit, shall exceed the following
limits:
- ------------------------------------------
Maximum Benefit Table
- ------------------------------------------
Monthly Benefit
Attained Per $1,000
Age Face Amount
- ------------------------------------------
0-19 $1.00
20-29 1.25
30-39 2.00
40-49 3.00
50-54 4.00
55 and above 5.50
- ------------------------------------------
The waiver of premium benefit will be reduced if it exceeds the maximum benefit
after the face amount of the policy is reduced. The monthly benefit may not
exceed the amount shown in the Maximum Benefit Table.
The effective date of the changed benefit will be the first monthly payment date
on or after the date all conditions are met. The changed benefit will be shown
in a supplementary schedule of benefits and premiums. The charges for an
increased benefit will be shown in a Supplementary Mortality Rate Table if the
insured's class of risk changes.
Incontestability--Except for failure to pay the monthly charges, this rider
cannot be contested after the end of the following time periods:
- - the initial benefit cannot be contested after the rider has been in force
during the insured's lifetime and without the occurrence of the total
disability of the insured for two years from the date of issue; and
- - an increase in the benefit cannot be contested after the increased benefit
has been in force during the insured's lifetime and without the occurrence
of the total disability of the insured for two years from its effective
date.
Termination--This rider will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the termination or maturity of the policy; or
- - the day before the policy anniversary nearest age 65, except as provided
in the benefit provision; or
- - the end of the policy month following a request for termination.
Rider Charge--Charges for this rider are paid as a part of the monthly mortality
charges due under this policy.
The monthly charge is the waiver charge shown in the Mortality Rate Table
multiplied by the greater of:
- - the monthly mortality charges applicable to the face amount and other
riders covered by this rider; or
- - one-half of the waiver of premium benefit shown in the schedule of
benefits and premiums.
Form 1074-86
<PAGE>
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show the date of issue of this rider.
When an increase in face amount or an additional rider is applied for, waiver of
premium coverage must also be requested. The company reserves the right to
decline issuance of the waiver of premium coverage for the increased face amount
or additional rider benefit.
If total disability begins during the grace period of a past due premium, such
premium will be payable.
The waiver of premium benefit will not reduce any amount payable under the
policy.
Except as otherwise provided, all conditions and provisions of the policy apply
to this rider.
Signed for the company at Dover, Delaware.
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1074-86
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
========================= Guaranteed Insurability Rider ========================
This rider is a part of the policy to which it is attached if it is shown in the
schedule of benefits and premiums. The insured under the policy is the insured
under this rider.
Benefit--On each option date the owner may increase the face amount of insurance
without evidence of insurability if written request is made:
- - during the lifetime of the insured;
- - while this rider and policy are in force; and
- - subject to the terms of this rider.
Option Dates--The first option date for this rider is shown in the schedule of
benefits and premiums. Subsequent option dates occur on every second anniversary
of the first option date until the policy anniversary nearest age 40 or until
the fifth option date, whichever is later.
Exercise of Increase Option--Options may be exercised on the life of the insured
not earlier than 60 days prior to, nor later than 31 days after an option date.
The increased face amount will be:
- - not less than $10,000; and
- - not greater than the option amount or the total option amount remaining,
if less.
The mortality charges for the increased face amount will be calculated in the
same manner as mortality charges for other increases in the face amount. The
guaranteed mortality charges for such increases will not exceed the guaranteed
mortality charges in effect on the date of issue of this rider.
A supplemental schedule of benefits and premiums will be issued. This schedule
will include the following information:
- - the effective date of the increased face amount;
- - the amount of the increase; and
- - the surrender charge.
The supplemental schedule of benefits and premiums will also show the new
minimum monthly factor and the new guideline premiums applicable to the entire
policy. There is no administrative charge for the exercise of this option.
If the surrender value on the date of issue of an increase is less than the
mortality charges due on the policy you must pay to the Company the grace period
premium.
The effective date of the increased face amount will be the monthly payment date
following the date of the written request. If the insured dies after the date of
the written request and before the increased face amount takes effect, the
Company will refund any premium paid to exercise this option.
The time periods in the suicide and incontestable clauses for the increased face
amount will be measured from the date of issue of this rider.
Waiver of Premium--If this policy contains a waiver of premium benefit rider on
the increase date, the benefit may be increased without evidence of
insurability. If waiver of premium benefits are being paid on the increase date,
the increased benefit will become payable on the increase date.
If the waiver of premium benefit on an increase date is designated in the
schedule of benefits and premiums as the mortality charges, this benefit will be
increased by the mortality charges for the increased face amount.
If the waiver of premium benefit on an increase date is a dollar amount shown in
the schedule of benefits and premiums, this benefit will be increased by the
smaller of:
- - the excess, if any, of the monthly equivalent of the periodic premium for
the policy on the increase date over the waiver of premium benefit
immediately prior to the increase; and
- - the amount shown in the waiver of premium benefit table.
- -----------------------------------------------
Waiver of Premium Benefit Table
- -----------------------------------------------
Monthly Benefit
Attained Increase Per $1,000
Ages Face Amount Increased:*
- -----------------------------------------------
18-19 $.50
20-29 .63
30-39 1.00
40-49 1.50
50-54 2.00
55-59 2.75
- -----------------------------------------------
* In no event may the waiver of premium benefit
be increased to exceed the monthly equivalent
of the periodic premium.
- -----------------------------------------------
Form 1066-86 (Over)
<PAGE>
Incontestability--Except for failure to pay the monthly mortality charge, this
rider cannot be contested after it has been in force during the insured's
lifetime for two years from its date of issue.
Termination--This rider will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the end of the policy month following a request for termination; or
- - the last option date; or
- - the date of issue of an increase which, when added to the sum of all prior
increases under this rider, reduces the total option amount remaining to
less than $10,000.
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show for this rider:
- - the date of issue;
- - the first option date;
- - the option amount; and
- - the total option amount.
Except as otherwise provided, any additional benefits or riders will not be
added or increased without the Company's prior consent.
Reinstatement of this rider will not revive any option date which occurred
during the period of lapse.
Charges for this rider are payable as a part of the monthly mortality charges
due under this policy. The monthly mortality charge for this rider is shown on
page 5 or 5.1.
Except as otherwise provided, all conditions and provisions of the policy apply
to this rider.
Signed for the Company at Dover, Delaware.
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1066-86
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
========================== Children's Insurance Rider ==========================
This rider is a part of the policy to which it is attached if it is shown in the
schedule of benefits and premiums. The insured under the policy is the insured
under this rider. "Insured child" is defined below.
==================================== Benefit ===================================
Benefit--The Company will pay the children's insurance benefit upon receipt of
due proof that an insured child died while this rider was in force. The amount
of the children's insurance benefit is shown in the schedule of benefits and
premiums. Unless requested otherwise, the beneficiary under this rider is the
owner.
Insured Child Description--"Acquired" means born, legally adopted or attained
the status of stepchild.
"Insured Child" means an acquired child of the insured who:
- - is named in the application for this rider and on the date of the
application has not reached his or her 18th birthday; or
- - is acquired during the insured's lifetime after the date of the
application but before such child's 18th birthday.
No child can be an insured child while under the age of 14 days. A person will
cease to be an insured child on the policy anniversary nearest the earlier of
the insured child's 25th birthday and or the insured's 65th birthday.
Period of Term Insurance--The term insurance on each insured child will begin on
the date of issue of this rider if the child is an insured child on such date;
otherwise the term insurance will begin on the date the insured child is
acquired and is 14 days old. The term insurance will expire on the date the
child ceases to be an insured child.
Paid-Up Term Insurance--If the insured dies while this rider is in force, the
term insurance in force on each insured child will be converted to paid-up term
insurance. The paid-up term insurance on each child will terminate on the date
the child ceases to be an insured child. This rider may be surrendered any time
while the paid-up term insurance is in force for its net reserve on the date of
surrender. However, if this rider is surrendered within 30 days after a policy
anniversary, the value will not be less than the net reserve on such
anniversary. We will furnish a statement of the values for this rider upon
request.
================================== Conversion ==================================
Conversion--You may convert the insurance on the life of an insured child if
such request is made:
- - within 60 days before the term insurance on the life of an insured child
expires;
- - during the insured child's lifetime; and
- - while the rider is in force.
You may convert to a new policy issued either by the Company or by First
Allmerica Financial Life Insurance Company. Evidence of insurability will not be
required.
New Policy Description--The new policy will be issued:
- - on any form of life insurance other than term being issued on the date
of issue of the new policy;
- - on the life of the insured child only; and
- - at the insured child's age and for the premium rates in use on the date
of issue of the new policy.
Form 1068-84 (Over)
<PAGE>
============================ Conversion (continued) ============================
The sum insured may not be less than the minimum issue limit of the company
issuing the new policy. The sum insured may not be more than 5 times the amount
of insurance under this rider on the insured child.
The new policy will not become binding unless the first premium is paid during
the lifetime of the insured child and within 31 days after the expiration of the
term insurance under this rider.
The date of issue of the new policy will be the day after the expiration of the
term insurance under this rider.
The new policy will be subject to any assignments outstanding against this
rider. Riders will be available on the new policy subject to evidence of
insurability and consent of the company. The time periods of the suicide and
incontestability provisions of the new policy will expire on the same date as
such provisions in this rider would have expired.
First Allmerica Financial Life Insurance Company agrees that, on written request
and payment of the premium for the new policy, it will issue a policy of
insurance in accordance with the terms and conditions of the Conversion
Provision of this policy.
Signed for the Company at Worcester, Massachusetts on the date of issue.
/s/ Richard J. Baker /s/ John J. O'Brien
Secretary President
==================================== General ===================================
Incontestability--Except for failure to pay the charges, this rider cannot be
contested after it has been in force, during the insured's lifetime, for two
years from its date of issue. The insurance on any insured child named in the
application cannot be contested after it has been in force, during the insured
child's lifetime, for two years from the date of issue of this rider.
Misstatement of Age--If the age of a child has been misstated and if the child
would not have been an insured child upon his or her death if the age had been
correctly stated, no benefit will be payable if the child dies. Any benefit paid
to the beneficiary because of the death of such child shall be repaid to the
company. If the age of the insured has been misstated, the termination date of
the insured child's coverage will be based upon the insured's correct age.
Termination--This rider will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the termination or maturity of the policy except as provided in the
Paid-Up Term Insurance provision; or
- - the day before the policy anniversary nearest the insured's age 65; or
- - the end of the policy month following a request for termination.
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show the date of issue of this rider.
Charges for this rider are payable as a part of the monthly mortality charges
due under this policy. The monthly charge is shown on page 5 or 5.1.
Except as otherwise provided, all conditions and provisions of the policy apply
to this rider.
Signed for the Company at Dover, Delaware
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1068-84
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
============================== Other Insured Rider =============================
This rider is a part of the policy to which it is attached if it is shown in the
schedule of benefits and premiums. The insured under the policy is the insured
under this rider. "Other insured" is each person other than the insured who is
insured under this rider.
==================================== Benefit ===================================
Benefit--The company will pay the term insurance benefit upon receipt of due
proof that an "other insured" died prior to his or her term expiry date while
this rider is in force. Unless otherwise requested, the term insurance benefit
will be paid to the owner.
An Other Insured Schedule Page shows for each "other insured":
- - the name and age;
- - the adminstrative charge, if any;
- - the term insurance benefit;
- - the effective date of the term insurance; and
- - the term expiry date.
=========================== Benefit Change Provisions ==========================
Change Provisions--The owner may change the amount of term insurance with
respect to each "other insured" if such request is made:
- - during the lifetime of the "other insured"; and
- - on written request while this policy is in force.
Increase--Any increase in the amount of term insurance is subject to:
- - evidence of insurability;
- - the "other insured" must be under age 81 and insurable according to the
Company's underwriting rules;
- - payment of an administrative charge not greater than $50; and
- - payment to the Company of the amount needed to keep the policy in force if
the surrender value of the policy is less than all charges due on the
policy.
The effective date of the increased amount of term insurance will be the first
monthly payment date on or following the date all the conditions are met. A
supplemental Other Insured Schedule will be issued. This schedule will include
the following information for the additional amount of term insurance:
- - the name of the "other insured";
- - the effective date of the increased term insurance;
- - the amount of the increase in the term insurance; and
- - minimum monthly factor, guideline premiums and charges.
No increase may be less than the Company's minimum limit in effect on the date
of the request.
Decrease--A request to decrease the amount of term insurance on an "other
insured" will be effective on the monthly payment date following the date of the
written request. Such term insurance will be decreased or eliminated in the
following order:
- - first, the most recent increase;
Form 1067-86 (Over)
<PAGE>
- - second, the next most recent increase successively; and
- - finally, the original amount of term insurance.
A supplemental Other Insured Schedule will be issued. This schedule will include
the following information:
- - the name of the "other insured";
- - the effective date of the decrease in the amount of term insurance; and
- - the amount of the decrease in the term insurance and the benefit
remaining in force.
Term insurance on an "other insured" may not be reduced to less than the
Company's minimum issue limit.
The Company reserves the right to establish a minimum limit for the amount of
any decrease.
================================== Conversion ==================================
Conversion--You may convert the insurance on the life of an "other insured" if
such request is made:
- - prior to the "other insured's" age 71;
- - during the "other insured's" lifetime; and
- - while this rider is in force.
Evidence of insurability will not be required.
New Policy Description--The new policy will be a flexible premium adjustable
life insurance policy. The new policy will be issued:
- - on the life of the "other insured" only;
- - for the same risk class which applies to the "other insured" under this
rider; and
- - at the "other insured's" age and for the rates in use on the date of
issue of the new policy.
The date of issue of the new policy will be the monthly payment date following
the date conversion is requested and the first premium is paid. Term insurance
for the "other insured" ends when coverage under the new policy begins.
The sum insured may not be less than the minimum issue limit of the Company. The
sum insured may not exceed the sum insured in effect on the date conversion is
requested.
The owner will pay an amount equal to the premium on the new policy. Riders will
be available on the new policy subject to evidence of insurability and consent
of the Company. The time periods of the suicide and incontestability provisions
of the new policy will expire on the same date as such provisions in this rider
would have expired. The new policy will be subject to any assignments
outstanding against this rider.
==================================== General ===================================
Owner--The owner of the policy is the owner of this rider. However, if the
insured is the owner of the policy and at the time of the insured's death there
is no contingent owner named, each "other insured" will become the owner of the
term insurance on his or her life.
Conversion Following Insured's Death--If the insured dies while the policy and
rider are in force, the owner may convert any "other insured" insurance within
90 days after the insured's death.
Conversion is subject to the conversion provisions. Term insurance will continue
on the life of each covered "other insured" during the conversion period. This
term insurance will begin on the date of the insured's death and will end on the
first to occur of:
- - the expiration of the conversion period; or
- - the date of issue of the conversion policy.
Form 1067-86
<PAGE>
Incontestability--Except for failure to pay premiums, term insurance with
respect to each "other insured" cannot be contested after the expiration of the
following time periods:
- - the initial term insurance benefit cannot be contested after the term
insurance has been in force during the "other insured's" lifetime for two
years from the effective date; and
- - an increase in the term insurance as a result of a request by the owner
which includes evidence of insurability cannot be contested after the
increased amount has been in force during the "other insured's" lifetime
for two years from its effective date.
Suicide Exclusion--The risk of suicide of an "other insured", while sane or
insane, within two years of the effective date of the initial term insurance is
not assumed. The beneficiary will receive the sum of the mortality charges paid.
The risk of suicide of an "other insured", while sane or insane, within two
years of the effective date of any increase in the term insurance amount as a
result of a request by the owner which includes evidence of insurability is also
not assumed to the extent of such increase. The beneficiary will receive the
mortality charges paid for such increase.
Misstatement of Age--If the age of an "other insured" has been misstated, the
amount payable under this rider will be such as the charges paid on the last
monthly payment date would have purchased at the "other insured's" correct age.
Charges--Charges for this rider are payable as a part of the monthly mortality
charges due under this policy.
The maximum charges for each year for each "other insured" are shown in the
Other Insured Schedule or Schedules. There may be no more than five "other
insureds" under this rider.
Termination--This rider will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the termination or maturity of the policy; or
- - the monthly payment date following a request for termination.
Term insurance will terminate with respect to an "other insured" on such "other
insured's" term expiry date.
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show the date of issue of this rider.
Except as otherwise provided, all conditions and provisions of the policy apply
to this rider.
Signed for the Company at Dover, Delaware
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1067-86
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
OPTION TO ACCELERATE DEATH BENEFITS ENDORSEMENT
This endorsement is a part of the policy to which it is attached. The insured
under this endorsement is the insured under the policy. This endorsement does
not apply to any benefits provided by rider.
Benefit--While this endorsement is in force, the owner may elect to receive a
portion of the death proceeds, called the "living benefit," prior to the
insured's death under either the terminal illness option or the nursing home
option, subject to the definitions, conditions and limitations in this
endorsement.
Definitions--"Option amount" means that portion of the sum insured which the
owner elects to apply under this option. The option amount must be at least
$25,000 and may not exceed the lesser of:
- - one-half of the sum insured on the date the option is elected; or
- - the amount that would reduce the face amount to the Company's minimum
issue limit for this policy; or
- - $250,000.
"Option percentage" is the option amount divided by the sum insured.
"Living benefit" is the option amount which has been reduced for interest and
other factors. It is equal to the lump sum benefit under this endorsement, and
is the amount used to determine the monthly benefit. The living benefit will not
be less than the surrender value of the policy multiplied by the option
percentage. The following factors will be used to calculate the living benefit:
- - age;
- - sex, unless the policy is issued on a unisex basis;
- - life expectancy;
- - policy value;
- - debt;
- - rate of interest currently being credited to the policy value including
those values which are subject to debt;
- - face amount;
- - death benefit option;
- - current insurance charges;
- - administrative charges; and
- - an expense charge of $150.
An amount equal to the debt multiplied by the option percentage will be deducted
from the living benefit. The remaining debt will continue in force.
The assumptions used by the Company to calculate the living benefit may change
from time to time. The factors used to compute the living benefit will be set
and changed only prospectively; that is, based on changes in future
expectations. The Company will not change these factors to recoup any prior
losses or distribute past gains under the endorsement.
"Eligible nursing home" means an institution or special nursing unit of a
hospital which meets at least one of the following requirements:
1. it is Medicare-approved as a provider of skilled nursing care
services; or
2. it is licensed as a skilled nursing home or as an intermediate care
facility by the state in which it is located; or
3. it meets all the requirements listed below:
- it is licensed as a nursing home by the state in which it is
located;
- its main function is to provide skilled, intermediate or custodial
nursing care;
- it is engaged in providing continuous room and board
accommodations to 3 or more persons;
- it is under the supervision of a registered nurse (RN) or licensed
practical nurse (LPN);
- it maintains a daily medical record of each patient; and
- it maintains control and records for all medications dispensed.
Institutions which primarily provide residential facilities are not eligible
nursing homes.
"Proof of claim satisfactory to the Company" shall include:
- - a request signed by the insured to disclose all facts concerning the
insured's health;
END 239-91 1
<PAGE>
- - records of the attending physician, including a prognosis of the
insured; and
- - if requested by the Company, and at its expense, a medical examination of
the insured, conducted by a physician of the Company's choice.
Conditions--Upon written request you may elect to receive payment under one of
the accelerated death benefit options subject to the following conditions:
- - the policy is in force;
- - a written consent has been given by any collateral assignee, irrevocable
beneficiary and the insured if other than the owner; and
- - the insured qualifies for the option you elect.
Terminal Illness Option--If you provide proof of claim satisfactory to the
Company that the insured's life expectancy is 12 months or less, you may elect
to receive equal monthly payments for 12 months. For each $1,000 of living
benefit, each payment will be at least $85.21. This assumes an annual interest
rate of 5%.
If the insured dies before all the payments have been made, the Company will pay
the beneficiary in one sum the present value of the remaining payments due under
this endorsement calculated at the interest rate used by the Company to
determine those payments.
If you do not wish to receive monthly payments, you may elect to receive an
amount equal to the living benefit in a lump sum.
Nursing Home Option--If (1) the insured is confined to an eligible nursing home
and has been confined there continuously for the preceding six months; and (2)
you provide proof of claim satisfactory to the Company that the insured is
expected to remain in the nursing home until death, you may elect level monthly
payments for the number of years shown in the table that follows. For each
$1,000 of living benefit, each payment will be at least the minimum amount shown
in that table. The table assumes an annual interest rate of 5%.
If the insured dies before all the payments have been made, the Company will pay
the beneficiary in one sum the present value of the remaining payments due under
this endorsement calculated at the interest rate used by the Company to
determine those payments.
You may elect a longer payment period than that shown in the table. If you do,
monthly payments will be reduced so that the present value of the monthly
payments for the longer payment period is equal to the present value of the
payments for the period shown in the table, calculated at an interest rate of at
least 5%.
MINIMUM MONTHLY
PAYMENT PAYMENT FOR
PERIOD EACH $1,000
IN YEARS OF LIVING BENEFIT
1 $85.21
2 $43.64
3 $29.80
4 $22.89
5 $18.74
6 $15.99
7 $14.02
8 $12.56
9 $11.42
10 $10.51
11 $9.77
12 $9.16
13 $8.64
14 $8.20
15 $7.82
16 $7.49
17 $7.20
18 $6.94
19 $6.71
20 $6.51
21 $6.33
22 $6.17
23 $6.02
24 $5.88
25 $5.76
26 $5.65
27 $5.54
28 $5.45
29 $5.36
30 $5.28
The Company reserves the right to set a maximum monthly benefit, which will not
be less than $5,000.
If you do not wish to receive monthly payments, you may elect to receive a
single sum equal to the living benefit.
END 239-91 2 (Continued on page 3)
<PAGE>
Effect on Policy--The sum insured of the policy will be decreased by the option
amount. Such decrease will be effective on the monthly payment date following
the date of the written request. Existing insurance will be decreased or
eliminated in the following order:
- - first, the most recent increase;
- - second, the next most recent increases successively; and
- - last, the initial face amount.
A surrender charge applicable to the decrease in the face amount will be waived.
The amount of the charge which is waived will be:
- - the surrender charge applicable to any increased face amount which is
eliminated in the order set forth above; plus
- - a pro rata share of the surrender charge applicable to a partial reduction
in an increase or in the original face amount.
New specification pages will be issued. These pages will include the following
information:
- - the effective date of the decrease;
- - the amount of the decrease and the benefit remaining in force;
- - the revised surrender charge;
- - the revised minimum monthly factor, if any; and
- - the new guideline premiums.
The policy value will be reduced in the same proportion as the reduction in the
sum insured. Riders will continue in force.
If the policy definition of "sum insured" provides that the sum insured may
equal "$25,000 plus the cash value," this portion of the definition hereby is
amended to read:
"$25,000 times the option percentage plus the cash value."
First to Die Policy--The following provisions apply if this endorsement is
attached to a First to Die Flexible Premium Adjustable Life Insurance Policy:
The "insured" shall mean the first insured to qualify for benefits under this
endorsement. No additional living benefits will be provided if other insureds
qualify prior to the death of the first insured to die. If the first to die
under the policy is not the insured under this endorsement, the death proceeds
as adjusted by this endorsement will be paid to the beneficiary of the policy,
and payment of the living benefit will continue as provided in this endorsement.
Exclusion--No benefit will be paid under this endorsement if a claim results,
directly or indirectly, from a suicide attempt or a self-inflicted injury (while
sane or insane) for any period during which a suicide exclusion is applicable.
Termination--This endorsement will terminate on the first to occur of:
- - the end of the grace period of a premium in default; or
- - the termination or maturity of the policy while the insured is alive; or
- - at any time on your written request.
General--The schedule of benefits and premiums (page 3 or 3.1 of the policy)
will show the date of issue of this endorsement.
The living benefit will be made available to you on a voluntary basis only.
Accordingly:
(a) If you are required by law to exercise this option to satisfy the claim of
creditors, whether in bankruptcy or otherwise, you are not eligible for
this benefit.
(b) If you are required by a government agency to exercise this option in
order to apply for, obtain, or retain a government benefit or entitlement,
you are not eligible for this benefit.
Except as otherwise provided, all conditions and provisions of the policy apply
to this endorsement.
Signed for the Company by its President and Secretary at Worcester,
Massachusetts.
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
END 239-91 3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
GUARANTEED DEATH BENEFIT RIDER
This rider is a part of the policy to which it is attached if it is listed in
the specifications page. The rider is issued is consideration of the payment of
the premium. The amount of the premium for this rider is shown in the
specifications page.
While this rider is in effect, the policy will not lapse if the following tests
are met:
1. Within 48 months following the date of issue of the policy and the date of
issue of any increase in the face amount, the sum of the premiums paid
less any debt, partial withdrawals and withdrawal charges must be greater
than the minimum monthly factor (if any) multiplied by the number of
months which have elapsed since the date; and
2. On each policy anniversary, (a) must exceed (b) where, since the date this
policy was issued:
(a) is the sum of your premiums less any partial withdrawals, partial
withdrawal charges and debt which is classified as a preferred loan;
and
(b) is the sum of the minimum guaranteed death benefit premiums. The
minimum guaranteed death benefit premium amount is shown on the
specifications page or on a new specifications page in the event of
a policy change. The minimum guaranteed death benefit premium will
be prorated in any year in which there is a policy change.
If the policy value is less than the surrender charge on a monthly payment date,
the monthly deduction will be made from the policy value. If the policy value is
less than the monthly deduction, the entire policy value will be applied to the
monthly deduction.
If this rider is in effect on the final premium payment date, a death benefit
will be provided while this rider remains in force. The death benefit will be
the face amount as of the final premium payment date or the policy value as of
the date due proof of death is received by the Company, whichever is greater.
Monthly insurance charges will not be deducted after the final premium payment
date if the policy qualifies for the Guaranteed Death Benefit.
The Guaranteed Death Benefit will end and may not be reinstated on the first to
occur of the following:
1. Foreclosure of a policy loan; or
2. The date on which the sum of your payments does not meet or exceed
the applicable Guaranteed Death Benefit test; or
3. Any policy change that results in a negative guideline level
premium; or
4. The effective date of a change from Sum Insured Option 2 to Sum
Insured Option 1 if such change occurs within 5 policy years of the
final premium payment date; or
5. A request for a partial withdrawal or preferred loan is made after
the final premium payment date.
Form 1091-97
<PAGE>
It is possible that the policy value will not be sufficient to keep the policy
in force on the first monthly payment date following the date this rider
terminates. The net amount payble to keep the policy in force will never exceed
the surrender charge plus three monthly deductions.
IN WITNESS WHEREOF, the Company has, by its President and Secretary, execeuted
this rider at Worcester, Massachusetts on the date of issue of this rider.
/s/ Richard M. Reilly /s/ [Illegible]
President Secretary
Form 1091-97
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
===================== Life Insurance Exchange Option Rider =====================
This rider is a part of the policy to which it is attached if it is listed in
the schedule of benefits and premiums. The rider is issued in consideration of
the payment of the premium. The amount of the premium for this rider is shown in
the schedule. The insured under this policy is the insured under this agreement.
The successor insured will be the person named in the application when the
exchange option is exercised.
Exchange Option Benefit--While this rider is in force, the owner may exchange
the existing policy for a new policy of life insurance on the life of the
successor insured subject to the provisions and conditions of this rider.
Definitions--"Existing policy" means the policy to which this rider is attached
insuring the life of the insured.
"New policy" means the policy insuring the life of the successor insured.
Exercise of the Option--The owner must provide the following to the Company
while the rider is in force:
- - a written application for an eligible policy of life insurance,
- - evidence of insurability showing the successor insured is under age 76
and insurable,
- - proof the owner has an insurable interest in the successor insured,
- - written consent to the exchange by all assignees and irrevocable
beneficiaries, if any, of this policy,
- - payment of any amounts required by this rider, and
- - surrender of the existing policy.
If the successor insured is not insurable, the Company will return to the owner
any amounts paid. In such event the existing policy and this rider will remain
in force.
Exchange Date--The exchange date will be the monthly payment date next following
the later of:
(a) the date the Company receives payment of any amount due for the
exchange; and
(b) the date the Company approves the issuance of the new policy.
Insurance provided by the existing policy shall terminate at the end of the day
preceding the exchange date. Insurance on the life of the successor insured will
begin on the exchange date. No death benefit will be paid if the successor
insured dies on or after the date of the application for the new policy and
before the exchange date. Instead, the Company will refund the amount paid on
the new policy, if any.
Required Payment or Adjustment--If the exchange date is within one year of the
date of issue of the existing policy or any increase in the face amount, a
premium adjustment may be made. If the minimum monthly factor for the new policy
exceeds such factor for the existing policy, there will be paid to the Company
an amount equal to the excess.
A premium equal to two month's charges will be due if the surrender value is not
large enough to pay such charges on the exchange date for the successor insured.
After the first anniversary the surrender value of the new policy may not exceed
the surrender value of this policy on the date of exchange.
Any debt under the existing policy will be transferred to the new policy;
however, if the debt is greater than the loan value of the new policy, the
excess must be repaid to the Company before the exchange date.
New Policy Description--The date of issue of the new policy will be the later of
the date of issue of the existing policy and the policy anniversary following
the successor insured's date of birth. The time periods in the suicide and
incontestability provisions will be measured from the exchange date.
Form 1069-87 (Over)
<PAGE>
The new policy will be a flexible premium adjustable life insurance policy. The
mortality charges will be based on the rates in use on the date of issue of the
new policy for the successor insured's class of risk on the exchange date.
The face amount of the new policy may not be less than the Company's published
minimum issue limits nor greater than the face amount of the existing policy.
The Company, at its discretion, may decline to include in the new policy any
riders. Charges for riders included in the new policy will be at the rates in
use on the exchange date for the successor insured's class of risk.
Termination--This rider will terminate on the first to occur of:
- - the expiration of the grace period of any premium in default under the
existing policy, or
- - termination or maturity of this policy during the lifetime of the
insured, or
- - upon written request by the owner, or
- - the date preceding the policy anniversary nearest the insured's 70th
birthday, or
- - exercise of this exchange option.
General--Except as otherwise provided herein, all of the provisions and
conditions of the existing policy apply to this rider.
IN WITNESS WHEREOF, the Company has, by its President and Secretary, executed
this rider at Worcester, Massachusetts on the date of issue of this rider.
/s/ [Illegible] /s/ Richard M. Reilly
Secretary President
Form 1069-87
<PAGE>
PARTICIPATION AGREEMENT
AMONG
ALLMERICA INVESTMENT TRUST
ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC.
AND
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
DATED AS OF
FEBRUARY 25, 1998
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I Purchase of Fund Shares 4
ARTICLE II Representations and Warranties 5
ARTICLE III Prospectuses, Reports to Shareholders
and Proxy Statements, Voting 6
ARTICLE IV Sales Material and Information 8
ARTICLE V Fees and Expenses 9
ARTICLE VI Diversification 9
ARTICLE VII Potential Conflicts 10
ARTICLE VIII Indemnification 11
ARTICLE IX Applicable Law 15
ARTICLE X Termination 15
ARTICLE XI Notices 17
ARTICLE XII Miscellaneous 17
SCHEDULE A Separate Accounts and Variable Products A-1
SCHEDULE B Portfolios of Allmerica Investment Trust B-1
SCHEDULE C Proxy Voting Procedures C-1
2
<PAGE>
THIS AGREEMENT, made and entered into as of the 25th day of February, 1998 by
and among: ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(hereinafter the "Company"), a Delaware corporation, on its own behalf and on
behalf of each separate account of the Company set forth on Schedule A
hereto, as may be amended from time to time (each such account hereinafter
referred to as the "Account"); ALLMERICA INVESTMENT TRUST, an unincorporated
Massachusetts business trust (hereinafter the "Fund"), and ALLMERICA
INVESTMENT MANAGEMENT COMPANY, INC. (hereinafter the "Adviser"), a
Massachusetts corporation
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as (i) the investment vehicle for
separate accounts established by insurance companies for individual and group
life insurance policies and annuity contracts with variable accumulation
and/or pay-out provisions (hereinafter referred to individually and/or
collectively as "Variable Products") and (ii) the investment vehicle for
certain qualified pension and retirement plans (hereinafter "Qualified
Plans"); and
WHEREAS, insurance companies desiring to utilize the Fund as an
investment vehicle under their Variable Products enter into participation
agreements with the Fund and the Adviser (the "Participating Insurance
Companies");
WHEREAS, shares of the Fund are divided into several series of shares,
each representing the interest in a particular managed portfolio of
securities and other assets (each such series hereinafter referred to as a
"Portfolio"), any one or more of which may be made available under this
Agreement, as may be amended from time to time by mutual agreement of the
parties hereto; and
WHEREAS, the Fund has applied for an order from the Securities and
Exchange Commission, granting Participating Insurance Companies and Variable
Insurance Product separate accounts exemptions from the provisions of
Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940,
as amended (hereinafter the "1940 Act"), and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Fund to be sold to and held by separate accounts of both affiliated and
unaffiliated life insurance companies and Qualified Plans (hereinafter the
"Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, and any applicable state
securities laws and manages each of the certain portfolios of the Fund and
retains Sub-Advisers for the daily investment and reinvestment of the assets
of each portfolio; and
WHEREAS, Allmerica Investments, Inc. (the "Distributor") is registered
as a broker/dealer under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 Act"), is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, the Company has registered or will register certain Variable
Products under the 1933 Act; and
3
<PAGE>
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution or under authority of the Board of
Directors of the Company, to set aside and invest assets attributable to the
aforesaid Variable Products, and the Company has registered or will register
each Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase, on behalf of each Account,
shares in the Portfolios set forth in Schedule B attached to this Agreement,
to fund certain of the aforesaid Variable Insurance Products and the Fund is
authorized to sell such shares to each such Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the parties
hereto agree as follows:
ARTICLE I. PURCHASE OF FUND SHARES
1.1. The Fund agrees to make available for purchase by the Company
shares of the Fund and shall execute orders placed for each Account on a
daily basis at the net asset value next computed after receipt by the Fund or
its designee of such order. For purposes of this Section 1.1, the Company
shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee of an order prior to the close of
regular trading on the New York Stock Exchange ("NYSE") shall constitute
receipt by the Fund; provided that the Fund receives notice of such order by
10:00 a.m. Eastern time on the next following Business Day. "Business Day"
shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission.
1.2. The Fund, so long as this Agreement is in effect, agrees to make
its shares available indefinitely for purchase at the applicable net asset
value per share by the Company and its Accounts on those days on which the
Fund calculates its net asset value pursuant to rules of the Securities and
Exchange Commission and the Fund shall use reasonable efforts to calculate
such net asset value on each day which the New York Stock Exchange is open
for trading. Notwithstanding the foregoing, the Board of Trustees of the
Fund (hereinafter the "Board") may refuse to permit the Fund to sell shares
of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the
shareholders of such Portfolio.
1.3. The Fund agrees that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts and to certain
Qualified Plans. No shares of any Portfolio will be sold to the general
public.
1.4. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt
by the Fund or its designee of the request for redemption. For purposes of
this Section 1.4, the Company shall be the designee of the Fund for receipt
of requests for redemption from each Account and receipt by such designee of
a request prior to the close of regular trading on the NYSE shall constitute
receipt by the Fund, provided that the Fund receives notice of such request
for redemption on the next following Business Day.
4
<PAGE>
1.5. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus.
1.6. The Company shall pay for Fund shares no later than the next
Business Day after an order to purchase Fund shares is made in accordance
with the provisions of Section 1.1 hereof. Payment shall be in federal funds
transmitted by wire.
1.7. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for
each Account or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio.
The Company reserves the right to revoke this election and to receive all
such income dividends and capital gain distributions in cash. The Fund shall
notify the Company of the number of shares so issued as payment of such
dividends and distributions.
1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated (normally by 6:30
p.m. Eastern time) and shall use its best efforts to make such net asset
value per share available by 7:00 p.m. Eastern time.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Variable Products are
or will be registered under the 1933 Act; that the Variable Products will be
issued and sold in compliance in all material respects with all applicable
federal and state laws, and that the sale of the Variable Products shall
comply in all material respects with state insurance suitability
requirements. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law,
that it has legally and validly established each Account as a segregated
asset account under Section 2932 of the Delaware Insurance Code, and that it
has registered or, prior to any issuance or sale of the Variable Products,
will register each Account as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for
the Variable Products.
2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the Commonwealth of
Massachusetts and all applicable federal and state securities laws, and that
the Fund is and shall make every effort to remain registered under the 1940
Act. The Fund shall amend the registration statement for its shares under the
1933 Act and the 1940 Act from time to time as required in order to effect
the continuous offering of its shares. The Fund shall register and qualify
the shares for sale in accordance with the laws of the various states only if
and to the extent deemed advisable by the Fund.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"), and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision)
5
<PAGE>
and that it will notify the Company promptly upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so
qualify in the future.
2.4. The Company represents that the Variable Products are currently
treated as life insurance policies or annuity contracts under applicable
provisions of the Code, that it will make every effort to maintain such
treatment, and that it will notify the Fund immediately upon having a
reasonable basis for believing that the Variable Products have ceased to be
so treated or that they might not be so treated in the future.
2.5. The Fund represents that to the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund
undertakes to have its board of Trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule
12b-1 to finance distribution expenses.
2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various
states.
2.7. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.
2.8. The Adviser represents and warrants that it is and shall remain
duly registered in all material respects under all applicable federal and
state securities laws and that it will perform its obligations for the Fund
in compliance in all material respects with the laws of its state of domicile
and any applicable state and federal securities laws.
2.9. The Fund represents and warrants that its Trustees, officers,
employees, and other individuals/entities dealing with the money and/or
securities of the Fund are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Fund in an
amount not less than the minimal coverage as required currently by Rule
17g-(1) of the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid blanket fidelity bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.
2.10. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities
dealing with the money and/or securities of the Fund are covered by a blanket
fidelity bond or similar coverage, in an amount not less $5 million. The
aforesaid, which includes coverage for larceny and embezzlement, shall be
issued by a reputable bonding company. The Company agrees to make all
reasonable efforts to see that this bond or another bond containing these
provisions is always in effect, and agrees to notify the Fund and the
Distributor promptly in writing in the event that such coverage no longer
applies.
ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS;
VOTING
3.1. The Fund or its designee shall provide the Company with as many
printed copies of the Fund's current prospectus and statement of additional
information as the Company may reasonably request. If requested by the
Company, in lieu of providing printed copies, the Fund shall provide
camera-ready film or computer diskettes containing the Fund's prospectus and
statement of additional
6
<PAGE>
information, and such other assistance as is reasonably necessary in order
for the Company once each year (or more frequently if the prospectus and/or
statement of additional information for the Fund is amended during the year)
to have the prospectus for the Variable Products and the Fund's prospectus
printed together in one document, and to have the statement of additional
information for the Fund and the statement of additional information for the
Variable Products printed together in one document. Alternatively, the
Company may print the Fund's prospectus and/or its statement of additional
information in combination with other fund companies' prospectuses and
statements of additional information.
3.2. Except as provided in this Section 3.2., all expenses of printing
and distributing Fund prospectuses and statements of additional information
shall be the expense of the Company. For any prospectuses and statements of
additional information provided by the Company to the existing owners of
Variable Products who currently own shares of one or more of the Fund's
Portfolios, in order to update disclosure as required by the 1933 Act and/or
the 1940 Act, the cost of printing shall be borne by the Fund. If the
Company chooses to receive camera-ready film or computer diskettes in lieu of
receiving printed copies of the Fund's prospectus, the Fund will reimburse
the Company in an amount equal to the product of x and y where x is the
number of such prospectuses distributed to owners of the Variable Products
who currently own shares of one or more of the Fund's Portfolios, and y is
the Fund's per unit cost of typesetting and printing the Fund's prospectus.
The same procedures shall be followed with respect to the Fund's statement of
additional information. The Company agrees to provide the Fund or its
designee with such information as may be reasonably requested by the Fund to
assure that the Fund's expenses do not include the cost of printing any
prospectuses or statements of additional information other than those
actually distributed to existing owners of the Variable Products.
3.3. The Fund's statement of additional information shall be obtainable
from the Fund, the Company or such other person as the Fund may designate, as
agreed upon by the parties.
3.4. The Fund, at its expense, shall provide the Company with copies of
its proxy statements, reports to shareholders, and other communications
(except for prospectuses and statements of additional information, which are
covered in section 3.1) to shareholders in such quantity as the Company shall
reasonably require for distribution to contract owners. The Fund or its
designee shall bear the cost of printing, duplicating, and mailing of these
documents to current contract owners, and the Company shall bear the cost for
such documents used for purposes other than distribution to current contract
owners.
3.5. If and to the extent required by law the Company shall:
(i) solicit voting instructions from contract owners;
(ii) vote the Fund shares in accordance with instructions received
from contract owners; and
(iii) vote Fund shares for which no instructions have been received
in the same proportion as Fund shares of such Portfolio for
which instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law. The Fund and the Company shall follow the procedures, and
shall have the corresponding
7
<PAGE>
responsibilities, for the handling of proxy and voting instruction
solicitations, as set forth in Schedule C attached hereto and incorporated
herein by reference. Participating Insurance Companies shall be responsible
for ensuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set
forth on Schedule C, which standards will also be provided to the other
Participating Insurance Companies, if any.
3.6. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, including Sections 16(a) and, if and when applicable,
16(b). Further, the Fund will act in accordance with the Securities and
Exchange Commission's interpretation of the requirements of Section 16(a)
with respect to periodic elections of trustees and with whatever rules the
Commission may promulgate with respect thereto.
3.7. The Fund shall use reasonable efforts to provide Fund prospectuses,
reports to shareholders, proxy materials and other Fund communications (or
camera-ready equivalents) to the Company sufficiently in advance of the
Company's mailing dates to enable the Company to complete, at reasonable
cost, the printing, assembling and/or distribution of the communications in
accordance with applicable laws and regulations.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser(s) is named, at least fifteen
Business Days prior to its use. No such material shall be used if the Fund
or its designee reasonably objects to such use within fifteen Business Days
after receipt of such material.
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Variable Products other than the information
or representations contained in the registration statement or prospectus for
the Fund shares, as such registration statement and prospectus may be amended
or supplemented from time to time, or in reports or proxy statements for the
Fund, or in sales literature or other promotional material approved by the
Fund or its designee, except with the permission of the Fund.
4.3. The Fund or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company and/or its separate
account(s) is named at least fifteen Business Days prior to its use. No such
material shall be used if the Company or its designee reasonably objects to
such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Adviser shall not give any information or make
any representations on behalf of the Company or concerning the Company, each
Account, or the Variable Products, other than the information or
representations contained in a registration statement or prospectus for the
Variable Products, as such registration statement and prospectus may be
amended or supplemented from time to time, or in published reports for each
Account which are in the public domain or approved by the Company for
distribution to contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission
of the Company.
4.5. The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, statements of additional
information, reports, proxy statements, sales literature
8
<PAGE>
and other promotional materials, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to the
Fund or its shares, which are relevant to the Company or the Variable
Products.
4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
investment in the Fund under the Variable Products.
4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund: advertisements
(such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public
media), sales literature (I.E., any written communication distributed or made
generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts,
reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, statements of additional
information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses,
then the Distributor may make payments to the Company or to the distributor
for the Variable Products if and in amounts agreed to by the Distributor in
writing.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund, other than expenses assumed by the
Adviser under the Management Agreement between the Fund and the Adviser or by
another party. The Fund shall see to it that all its shares are registered
and authorized for issuance in accordance with applicable federal law and, if
and to the extent deemed advisable by the Fund, in accordance with applicable
state laws prior to their sale. The Fund shall bear the expenses for the
cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials
and reports, setting the prospectus in type, setting in type and printing the
proxy materials and reports to shareholders (including the costs of printing
a prospectus that constitutes an annual report), the preparation of all
statements and notices required by any federal or state law, and all taxes on
the issuance or transfer of the Fund's shares.
ARTICLE VI. DIVERSIFICATION
6.1. The Fund will at all times invest money from the Variable Products
in such a manner as to ensure that the Variable Products will be treated as
variable contracts under the Code and the regulations issued thereunder.
Without limiting the scope of the foregoing, the Fund will at all times
comply with Section 817(h) of the Code and Treasury Regulation 1.817-5,
relating to the diversification requirements for variable annuity, endowment,
or life insurance contracts and any amendments or other modifications to such
Section or Regulations. In the event of a breach of this Article VI by the
Fund, it will take all reasonable steps (a) to notify Company of such breach
and (b) to adequately diversify the Fund so as to achieve compliance within
the grace period afforded by Regulation 1.817-5.
9
<PAGE>
ARTICLE VII. POTENTIAL CONFLICTS
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by Variable Insurance Product owners;
or (f) a decision by a Participating Insurance Company to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and
the implications thereof.
7.2. Each of the Company and the Adviser will report any potential or
existing conflicts of which it is aware to the Board. Each of the Company
and the Adviser will assist the Board in carrying out its responsibilities
under SEC rules and regulations. The Adviser, and the participating
insurance companies and participating qualified plans will at least annually
submit to the Board such reports, materials, or data as the Board may
reasonably request so that the Board may fully carry out the obligations
imposed upon by the conditions contained in the Shared Funding Exemptive
Order, and said reports, materials, and data will be submitted more
frequently if deemed appropriate by the Board.
7.3. If it is determined by a majority of the Board, or a majority of
its members who are not "interested persons" of the Fund, the Adviser or the
Company as that term is defined in the 1940 Act (hereinafter "disinterested
members"), that a material irreconcilable conflict exists, the Company and
other Participating Insurance Companies shall, at their expense and to the
extent reasonably practicable (as determined by a majority of the
disinterested directors), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected contract owners and, as appropriate,
segregating the assets of any appropriate group (I.E., annuity contract
owners, life insurance policy owners, or variable contract owners of one or
more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote,
the Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account (at the Company's expense); provided, however that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the
10
<PAGE>
Company will withdraw the affected Account's investment in the Fund and
terminate this Agreement with respect to such Account within six months after
the Board informs the Company in writing that it has determined that such
decision has created an irreconcilable material conflict; provided, however,
that such withdrawal and termination shall be limited to the extent required
by the foregoing material irreconcilable conflict as determined by a majority
of the disinterested members of the Board. Until the end of the foregoing
six month period, the Distributor and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares
of the Fund.
7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Variable Products. The Company shall not be required by Section 7.3
to establish a new funding medium for the Variable Products if an offer to do
so has been declined by vote of a majority of contract owners materially
adversely affected by the irreconcilable material conflict.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of
the 1940 Act or the rules promulgated thereunder with respect to mixed or
shared funding, or if the Fund obtains a Shared Exemptive Order which
requires provisions that are materially different from the provisions of this
Agreement, then (a) the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rules
6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, or to the terms of
the Shared Exemptive Order, to the extent applicable; and (b) Sections 3.4,
3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect
only to the extent that terms and conditions substantially identical to such
Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. INDEMNIFICATION
8.1. INDEMNIFICATION BY THE COMPANY
8.1(a) The Company agrees to indemnify and hold harmless the Fund and
the Adviser, each of their respective officers, employees, and Trustees or
Directors, and each person, if any, who controls the Fund or the Adviser
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Variable Products and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the registration statement or prospectus for the Variable
Products or contained in the Variable Products or sales
literature for the Variable Products (or any amendment or
supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as
to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on
behalf of the Fund for use in the registration statement or
prospectus for the Variable Products or in the Variable
Products or sales literature (or any amendment or
11
<PAGE>
supplement) or otherwise for use in connection with the sale of the
Variable Products or Fund shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the registration statement, prospectus or sales
literature of the Fund not supplied by the Company, or persons
under its control and other than statements or representations
authorized by the Fund or an Adviser) or unlawful conduct of
the Company or persons under its control, with respect to the
sale or distribution of the Variable Products or Fund shares;
or
(iii) arise out of or as a result of any untrue statement or
alleged untrue statement of a material fact contained in a
registration statement, prospectus, or sales literature of the
Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, if such a statement or
omission was made in reliance upon and in conformity with
information furnished to the Fund by or on behalf of the
Company; or
(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms
of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company, as limited by and in
accordance with the provisions of Sections 8.1(b) and 8.1(c)
hereof.
8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may
arise from such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations or duties under
this Agreement.
8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the Company
of any such claim shall not relieve the Company from any liability which it
may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the Company shall be
entitled to participate, at its own expense, in the defense of such action.
The Company also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Company to such party of the Company's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company will not be liable to such
party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.
12
<PAGE>
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Variable Products or the
operation of the Fund.
8.2. INDEMNIFICATION BY THE ADVISER
8.2(a). The Adviser agrees, with respect to each Portfolio that it
manages, to indemnify and hold harmless the Company, each of its directors,
officers, and employees, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" and individually, "Indemnified Party," for purposes of
this Section 8.2) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Adviser) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of shares of the Portfolio that it manages or the
Variable Products and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party
if such statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information
furnished to the Fund by or on behalf of the Company for use in the
registration statement or prospectus for the Fund or in sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Variable Products or Portfolio
shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Variable Products not supplied by the Fund or persons under its
control and other than statements or representations authorized by
the Company) or unlawful conduct of the Fund, Adviser(s) or
Distributor or persons under their control, with respect to the
sale or distribution of the Variable Products or Portfolio shares;
or
(iii) arise out of or as a result of any untrue statement or
alleged untrue statement of a material fact contained in a
registration statement, prospectus, or sales literature covering
the Variable Products, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information
furnished to the Company by or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Adviser; as limited by and in accordance
with the provisions of Sections 8.2(b) and 8.2(c) hereof.
13
<PAGE>
8.2(b). The Adviser shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party as such may arise from such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties
under this Agreement.
8.2(c). The Adviser shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified
the Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of
the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such
service on any designated agent), but failure to notify the Adviser
of any such claim shall not relieve the Adviser from any liability
which it may have to the Indemnified Party against whom such action
is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, the Adviser will be entitled to participate,
at its own expense, in the defense thereof. The Adviser also shall
be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from
the Adviser to such party of the Adviser's election to assume the
defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Adviser
will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable costs
of investigation.
8.2(d). The Company agrees promptly to notify the Adviser of
the commencement of any litigation or proceedings against it or any
of its officers or directors in connection with the issuance or
sale of the Variable Products or the operation of each Account.
8.3. INDEMNIFICATION BY THE FUND
8.3(a). The Fund agrees to indemnify and hold harmless the
Company, and each of its directors and officers and each person, if
any, who controls the Company within the meaning of Section 15 of
the 1933 Act (hereinafter collectively, the "Indemnified Parties"
and individually, "Indemnified Party," for purposes of this Section
8.3) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of
the Fund) or litigation (including legal and other expenses) to
which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof), litigation or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any
member thereof, are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement; or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund, as limited and in accordance with the
provisions of Sections 8.3(b) and 8.3(a);
8.3(b). The Fund shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party as may arise from such Indemnified Party's gross
negligence, bad faith, or willful misconduct the performance of
14
<PAGE>
such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement.
8.3(c). The Fund shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified
the Fund in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service
on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it
may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Fund to
such party of the Fund's election to assume the defense thereof,
the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable
to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of
investigation.
8.3(d). The Company agrees promptly to notify the Fund of the
commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this
Agreement, the issuance or sale of the Variable Products, with
respect to the operation of either Account, or the sale or
acquisition of shares of the Fund.
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to,
the Shared Funding Exemptive Order) and the terms hereof shall be interpreted
and construed in accordance therewith.
ARTICLE X. TERMINATION
10.1. This Agreement shall continue in full force and effect until the
first to occur of:
10.1(a) termination by any party for any reason by at least sixty (60)
days advance written notice delivered to the other parties; or
10.1(b) termination by the Company by written notice to the Fund and
the Adviser with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably available to
meet the requirements of the Variable Products; or
10.1(c) termination by the Company by written notice to the Fund and
the Adviser with respect to any Portfolio in the event any of the Portfolio's
shares are not registered, issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of such shares as the
underlying investment media of the Variable Products issued or to be issued
by the Company; or
15
<PAGE>
10.1(d) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such Portfolio ceases to
qualify as a Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company reasonably believes
that the Fund may fail to so qualify; or
10.1(e) termination by the Company by written notice to the Fund and the
Adviser with respect to any Portfolio in the event that such Portfolio fails to
meet the diversification requirements specified in Article VI hereof; or
10.1(f) termination by the Fund by written notice to the Company if the
Fund shall determine, in its sole judgment exercised in good faith, that the
Company and/or its affiliated companies has suffered a material adverse change
in its business, operations, financial condition or prospects since the date of
this Agreement or is the subject of material adverse publicity, or
10.1(g) termination by the Company by written notice to the Fund and the
Adviser, if the Company shall determine, in its sole judgment exercised in good
faith, that either the Fund or the Adviser has suffered a material adverse
change in its business, operations, financial condition or prospects since the
date of this Agreement or is the subject of material adverse publicity; or
10.2. Notwithstanding any termination of this Agreement, the Fund shall,
at the option of the Company, continue to make available additional shares of
the Fund pursuant to the terms and conditions of this Agreement, for all
Variable Products in effect on the effective date of termination of this
Agreement (hereinafter referred to as "Existing Variable Products").
Specifically, without limitation, the owners of the Existing Variable Products
shall be permitted to direct reallocation of investments in the Portfolios of
the Fund, redemption of investments in the Portfolios of the Fund and/or
investment in the Portfolios of the Fund upon the making of additional purchase
payments under the Existing Variable Products. The parties agree that this
Section 10.2 shall not apply to any termination under Article VII and the effect
of such Article VII termination shall be governed by Article VII of this
Agreement.
10.3. The provisions of Article VIII Indemnification shall survive any
termination of this Agreement pursuant to this Article X Termination.
10.4. The Company shall not redeem Fund shares attributable to the
Variable Products (as distinct from Fund shares attributable to the Company's
assets held in the Account) except (i) as necessary to implement contract owner
initiated or approved transactions, or (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption") or (iii) as
permitted by an order of the Securities and Exchange Commission pursuant to
Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish
to the Fund the opinion of counsel for the Company (which counsel shall be
reasonably satisfactory to the Fund) to the effect that any redemption pursuant
to clause (ii) above is a Legally Required Redemption. Furthermore, except in
cases where permitted under the terms of the Variable Products, the Company
shall not prevent contract owners from allocating payments to a Portfolio that
was otherwise available under the Variable Products without first giving the
Fund 90 days prior written notice of its intention to do so.
16
<PAGE>
ARTICLE XI. NOTICES
Any notice shall be sufficiently given when hand delivered or sent by
registered or certified mail to the other party at the address of such party set
forth below or at such other address as such party may from time to time specify
in writing to the other party.
If to the Fund:
Allmerica Investment Trust
440 Lincoln Street
Worcester, MA 01653
Attention: George M. Boyd, Esq.
If to Adviser:
Allmerica Investment Management Company, Inc.
440 Lincoln Street
Worcester, MA 01653
Attention: Abigail M. Armstrong, Esq.
If to the Company:
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, Massachusetts 01653
Attention: Richard M. Reilly, President
ARTICLE XII. MISCELLANEOUS
12.1. A copy of the Fund's Agreement and Declaration of Trust, as may be
amended from time to time, is on file with the Secretary of the Commonwealth of
Massachusetts. Notice is hereby given that this instrument is executed by the
Fund's Trustees as Trustees and not individually, and the Fund's obligations
under this Agreement are not binding upon any of the Trustees or Shareholders of
the Fund, but are binding only upon the assets and property of the Fund.
12.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Variable Products and all information reasonably identified
as confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
17
<PAGE>
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the National Association of Securities
Dealers and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may
not be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Adviser may assign this Agreement or any
rights or obligations hereunder to any affiliate of or company controlled by or
under common control with the Adviser, if such assignee is duly licensed and
registered to perform the obligations of the Adviser under this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified above.
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Joseph W. MacDougall, Jr.
--------------------------------------
NAME: Joseph W. MacDougall, Jr.
TITLE: Vice President
ALLMERICA INVESTMENT TRUST
By: /s/ Thomas P. Cunningham
--------------------------------------
NAME: Thomas P. Cunningham
TITLE: Vice President & Treasurer
ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC.
By: /s/ Richard F. Betzler, Jr.
--------------------------------------
NAME: Richard F. Betzler, Jr.
TITLE: Vice President
18
<PAGE>
SCHEDULE A
SEPARATE ACCOUNTS AND VARIABLE PRODUCTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
VARIABLE LIFE PRODUCTS
SEPARATE ACCOUNT PRODUCT NAME 1933 ACT # 1940 ACT #
- ---------------- ------------ ---------- ----------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
VEL VEL ('87) 33-14672 811-5183
VEL VEL ('91) 33-90320 811-5183
VEL II VEL ('93) 33-57792 811-7466
VEL VEL (Plus) 33-42687 811-5183
Inheiritage Inheiritage 33-70948 811-8120
Select Inheiritage
Allmerica Select Separate Account II Select Life 33-83604 811-8746
Group VEL Group VEL 33-82658 811-08704
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY PRODUCTS
SEPARATE ACCOUNT PRODUCT NAME 1933 ACT # 1940 ACT #
- ---------------- ------------ ---------- ----------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
VA-K ExecAnnuity Plus 91 33-39702 811-6293
ExecAnnuity Plus 93
Allmerica Advantage
Allmerica Select Separate Account Allmerica Select Resource I 33-47216 811-6632
Allmerica Select Resource II
Separate Accounts VA-A, VA-B, VA-C, Variable Annuities (discontinued)
VA-G, VA-H
- --------------------------------------------------------------------------------------------------------------
</TABLE>
A-1
<PAGE>
SCHEDULE B
PORTFOLIOS OF
ALLMERICA INVESTMENT TRUST
Select Emerging Markets Fund
Select International Equity Fund
Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Value Opportunity Fund
Select Strategic Growth Fund
Select Growth Fund
Growth Fund
Equity Index Fund
Select Growth and Income Fund
Select Income Fund
Investment Grade Income Fund
Government Bond Fund
Money Market Fund
B-1
<PAGE>
SCHEDULE C
PROXY VOTING PROCEDURES
The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting instructions relating to the Fund. The defined
terms herein shall have the meanings assigned in the Participation Agreement
except that the term "Company" shall also include the department or third party
assigned by the Company to perform the steps delineated below.
- - The proxy proposals are given to the Company by the Fund as early as
possible before the date set by the Fund for the shareholder meeting to
enable the Company to consider and prepare for the solicitation of voting
instructions from owners of the Variable Products and to facilitate the
establishment of tabulation procedures. At this time the Fund will inform
the Company of the Record, Mailing and Meeting dates. This will be done
verbally approximately two months before meeting.
- - Promptly after the Record Date, the Company will perform a "tape run," or
other activity, which will generate the names, addresses and number of
units which are attributed to each contract owner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.
- - Note: The number of proxy statements is determined by the activities
described above. The Company will use its best efforts to call in the
number of Customers to the Fund, as soon as possible, but no later than
two weeks after the Record Date.
- - The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of voting instruction
solicitation material. The Fund will provide the last Annual Report to the
Company pursuant to the terms of Section 3.43 of the Agreement to which
this Schedule relates.
- - The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Fund or its
affiliate must approve the Card before it is printed. Allow approximately
2-4 business days for printing information on the Cards. Information
commonly found on the Cards includes:
- name (legal name as found on account registration)
address
- fund or account number
- coding to state number of units
- individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund).
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
C-1
<PAGE>
- - During this time, the Fund will develop, produce and pay for the Notice of
Proxy and the Proxy Statement (one document). Printed and folded notices
and statements will be sent to Company for insertion into envelopes
(envelopes and return envelopes are provided and paid for by the Company).
Contents of envelope sent to Customers by the Company will include:
- Voting Instruction Card(s)
- One proxy notice and statement (one document)
- return envelope (postage pre-paid by Company) addressed to the Company
or its tabulation agent
- "urge buckslip" - optional, but recommended. (This is a small, single
sheet of paper that requests Customers to vote as quickly as possible
and that their vote is important. One copy will be supplied by the
Fund.)
- cover letter - optional, supplied by Company and reviewed and approved
in advance by the Fund.
- - The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to the Fund.
- - Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the Company
as the shareowner. (A 5-week period is recommended.) Solicitation
time is calculated as calendar days from (but NOT including,) the
meeting, counting backwards.
- - Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An
often used procedure is to sort Cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by the Fund in the past.
- - Signatures on Card checked against legal name on account registration which
was printed on the Card.
Note: For Example, if the account registration is under "John A. Smith,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
- - If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter and a
new Card and return envelope. The mutilated or illegible Card is
disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have been "kicked out" (e.g. mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to why
they did not complete the system. Any questions on those Cards are usually
remedied individually.
- - There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.
C-2
<PAGE>
- - The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated
in terms of a percentage and the number of SHARES.) The Fund must review
and approve tabulation format.
- - Final tabulation in shares is verbally given by the Company to the Fund on
the morning of the meeting not later than 10:00 a.m. Eastern time. The
Fund may request an earlier deadline if reasonable and if required to
calculate the vote in time for the meeting.
- - A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
The Fund will provide a standard form for each Certification.
- - The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, the Fund will be
permitted reasonable access to such Cards.
- - All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
C-3
<PAGE>
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUND,
FIDELITY DISTRIBUTORS CORPORATION
and
SMA LIFE ASSURANCE COMPANY
THIS AGREEMENT, made and entered into this 1st day of May, 1991 by
and among SMA LIFE ASSURANCE COMPANY, (hereinafter the "Company"), a Delaware
corporation, on its own behalf and on behalf of each segregated asset account
of the Company set forth on Schedule A hereto as may be amended from time to
time (each such account hereinafter referred to as the "Account"), and the
VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and
FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a
Massachusetts corporation.
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and
-1-
<PAGE>
WHEREAS, Fidelity Management & Research Company (the "Adviser") is
duly registered as an investment adviser under the federal Investment Advisers
Act of 1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain
variable life and variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing
segregated asset account, established by resolution of the Board of Directors
of the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to one or more variable life and annuity
contracts; and
WHEREAS, the Company has registered or will register each Account as
a unit investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Underwriter agrees to sell to the Company those shares of
the Fund which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order by 9:30 a.m. Boston time on
the next following Business Day. "Business Day" shall mean any day on which the
New York Stock Exchange is open for trading and on which the Fund calculates its
net asset value pursuant to the rules of the Securities and Exchange Commission.
1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to
-2-
<PAGE>
calculate such net asset value on each day which the New York Stock Exchange is
open for trading. Notwithstanding the foregoing, the Board of Trustees of the
Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any
person, or suspend or terminate the offering of shares of any Portfolio if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, necessary in
the best interests of the shareholders of such Portfolio.
1.3. The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.
1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of
Article II of this Agreement is in effect to govern such sales.
1.5. The Fund agrees to redeem for cash, on the Company's request,
any full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.
1.6. The Company agrees to purchase and redeem the shares of each
Portfolio offered by the then current prospectus of the Fund and in accordance
with the provisions of such prospectus. The Company agrees that all net amounts
available under the variable life and variable annuity contracts with the form
number(s) which are listed on Schedule B attached hereto and incorporated herein
by this reference, as such Schedule B may be amended from time to time hereafter
by mutual written agreement of all the parties hereto, (the "Contracts") shall
be invested in the Fund, in such other Funds advised by the Adviser as may be
mutually agreed to in writing by the parties hereto, or in the Company's general
account, provided that such amounts may also be invested in an investment
company other than the Fund if (a) such other investment company, or series
thereof, has investment objectives or policies that are substantially different
from the investment objectives and policies of all the Portfolios of the Fund;
or (b) the Company gives the Fund and the Underwriter 45 days written notice of
its intention to make such other investment company available as a funding
vehicle for the Contracts; or (c) such other investment company was available as
a funding vehicle for the Contracts prior to the date of this Agreement and the
Company so informs the Fund and Underwriter prior to their signing this
Agreement; or (d) the Fund or Underwriter consents to the use of such other
investment company.
-3-
<PAGE>
1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.
For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal
funds so wired, such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.
1.8. Issuance and transfer of the Fund's shares will be by book
entry only. Stock certificates will not be issued to the Company or any
Account. Shares ordered from the Fund will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.
1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 7 p.m. Boston
time.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all material
respects with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale thereof as a segregated
asset account under Section 2932 of the Delaware Insurance Code and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Delaware and all
applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares
-4-
<PAGE>
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares. The Fund shall register and
qualify the shares for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Fund or the Underwriter.
2.3. The Fund represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so qualify
in the future.
2.4. The Company represents that the Contracts are currently treated
as endowment, annuity or life insurance contracts, under applicable provisions
of the Code and that it will make every effort to maintain such treatment and
that it will notify the Fund and the Underwriter immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so treated
or that they might not be so treated in the future.
2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-l under the 1940 Act or
otherwise, although it may make such payments in the future. The Fund has
adopted a "no fee" or "defensive" Rule 12b-l Plan under which it makes no
payments for distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-l, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-l to finance distribution
expenses.
2.6. The Fund makes no representation as to whether any aspect of
its operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Delaware and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Delaware to the extent required to perform this
Agreement.
2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Delaware and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.
2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the State of Delaware and that it does and will
comply in all material respects with the 1940 Act.
-5-
<PAGE>
2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of
the State of Delaware and any applicable state and federal securities laws.
2.10. The Fund and Underwriter represent and warrant that all of
their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(l) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by entities subject to the requirements of Rule 17g-1 of the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid Bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
2.12. The Company represents and warrants that it will not purchase
Fund shares with Account assets derived from the sale of Contracts to deferred
compensation plans with respect to service for state and local governments which
qualify under Section 457 of the federal Internal Revenue Code, as may be
amended. The Company may purchase Fund shares with Account assets derived from
any sale of a Contract to any other type of tax-advantaged employee benefit
plan; provided however that such plan has no more than 500 employees who are
eligible to participate at the time of the first such purchase hereunder by the
Company of Fund shares derived from the sale of such Contract.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. The Underwriter shall provide the Company (at the Company's
expense) with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).
-6-
<PAGE>
3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that such Statement is available
from the Fund), and the Underwriter (or the Fund), at its expense, shall print
and provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such Statement.
3.3. The Fund, at its expense, shall provide the Company with copies
of its proxy material, reports to stockholders and other communications to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.
3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract Owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such
portfolio for which instructions have been received:
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset account in its own right, to the extent permitted
by law. Participating Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on Schedule C
attached hereto and incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings or comply with Section 16(c) of the 1940 Act (although the
Fund is not one of the trusts described in Section 16(c) of that Act) as well as
with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will
act in accordance with the Securities and Exchange Commission's interpretation
of the requirements of Section 16(a) with respect to periodic elections of
trustees and with whatever rules the Commission may promulgate with respect
thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Fund or its designee object to such use within fifteen Business
Days after receipt of such material.
-7-
<PAGE>
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Underwriter, except with the permission of the Fund or the
Underwriter or the designee of either.
4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its use.
No such material shall be used if the Company or its designee object to such use
within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or each Account, contemporaneously with the filing of such document
with the Securities and Exchange Commission.
4.7. For purposes of this Article IV, the phrase "sales literature
or other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
-8-
<PAGE>
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. Fees and Expenses
5.1. The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable to
the Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund. Currently,
no such payments are contemplated.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
all taxes on the issuance or transfer of the Fund's shares.
5.3. The Company shall bear the expenses of printing and
distributing the Fund's prospectus to owners of Contracts issued by the Company
and of distributing the Fund's proxy materials and reports to such Contract
owners.
ARTICLE VI. Diversification
6.1. The Fund will at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without limiting
the scope of the foregoing, the Fund will at all times comply with Section
817(h) of the Code and Treasury Regulation ss.1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations.
-9-
<PAGE>
ARTICLE VII. Potential Conflicts
7.1. The Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the contract owners of
all separate accounts investing in the Fund. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting
instructions of contract owners. The Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.
7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority
of its disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies shall, at their expense
and to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.
-10-
<PAGE>
7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account; provided, however that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.
7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs
the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. Until the end of the foregoing six month period, the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
-11-
<PAGE>
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any
provision of the Act or the rules promulgated thereunder with respect to mixed
or shared funding (as defined in the Shared Funding Exemptive Order) on terms
and conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies,
as appropriate, shall take such steps as may be necessary to comply with Rules
6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such
rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of
this Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund
and each trustee of the Board and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the Fund's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the Registration Statement or prospectus for the Contracts or
contained in the Contracts or sales literature for the
Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information
furnished to the Company by or on behalf of the Fund for use
in the Registration Statement or prospectus for the Contracts
or in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale
of the Contracts or Fund shares; or
-12-
<PAGE>
(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or sales
literature of the Fund not supplied by the Company, or persons
under its control) or wrongful conduct of the Company or
persons under its control, with respect to the sale or
distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund or any
amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading if such a statement or omission was made in
reliance upon information furnished to the Fund by or on
behalf of the Company: or
(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms
of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company, as limited by and in
accordance with the provisions of Sections 8.1(b) and 8.1(c)
hereof.
8.1(b). The Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed
against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this
indemnification provision with respect to any claim made
against an Indemnified Party unless such Indemnified Party
shall have notified the Company in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served
upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim
shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to
-13-
<PAGE>
participate, at its own expense, in the defense of such
action. The Company also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named
in the action. After notice from the Company to such party of
the Company's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party
independently in connection with the defense thereof other
than reasonable costs of investigation.
8.l(d). The Indemnified Parties will promptly notify the
Company of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the
Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
Registration Statement or prospectus or sales literature of
the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information
furnished to the Underwriter or Fund by or on behalf of the
Company for use in the Registration Statement or prospectus
for the Fund or in sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale
of the Contracts or Fund shares: or
(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or
-14-
<PAGE>
sales literature for the Contracts not supplied by the
Underwriter or persons under its control) or wrongful conduct
of the Fund, Adviser or Underwriter or persons under their
control, with respect to the sale or distribution of the
Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement thereto, or
the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statement or statements therein not misleading, if such
statement or omission was made in reliance upon information
furnished to the Company by or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter; as limited by and
in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to each Company or the Account, whichever is
applicable.
8.2(c). The Underwriter shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to
-15-
<PAGE>
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Underwriter to such party of the Underwriter's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Underwriter
will not be liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any member thereof,
are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure to comply with the diversification
requirements specified in Article VI of this Agreement); or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Underwriter or each Account, whichever is applicable.
-16-
<PAGE>
8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party upon one year advance written
notice to the other parties; or
-17-
<PAGE>
(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the
requirements of the Contracts as determined by the Company,
provided however, that such termination shall apply only to
the Portfolio(s) not reasonably available. Prompt notice of
the election to terminate for such cause shall be furnished by
the Company; or
(c) at the option of the Fund in the event that formal
administrative proceedings are instituted against the Company
by the NASD, the Securities and Exchange Commission, the
Insurance Commissioner or any other regulatory body regarding
the Company's duties under this Agreement or related to the
sale of the Contracts, with respect to the operation of any
Account, or the purchase of the Fund shares, provided,
however, that the Fund determines in its sole judgment
exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the
ability of the Company to perform its obligations under this
Agreement; or
(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the Securities and Exchange
Commission, or any state securities or insurance department or
any other regulatory body, provided, however, that the Company
determines in its sole judgment exercised in good faith, that
any such administrative proceedings will have a material
adverse effect upon the ability of the Fund or Underwriter to
perform its obligations under this Agreement; or
(e) with respect to any Account, upon requisite vote of the
Contract owners having an interest in such Account (or any
subaccount) to substitute the shares of another investment
company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts for which those
Portfolio shares had been selected to serve as the underlying
investment media. The Company will give 30 days' prior written
notice to the Fund of the date of any proposed vote to replace
the Fund's shares; or
(f) at the option of the Company, in the event any of the
Fund's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes
the use of such shares as the underlying investment media of
the Contracts issued or to be issued by the Company; or
(g) at the option of the Company, if the Fund ceases to
qualify as a Regulated Investment Company under Subchapter M
of the Code or under any successor or similar provision, or if
the Company reasonably believes that the Fund may fail to so
qualify; or
-18-
<PAGE>
(h) at the option of the Company, if the Fund fails to meet
the diversification requirements specified in Article VI
hereof; or
(i) at the option of either the Fund or the Underwriter, if
(1) the Fund or the Underwriter, respectively, shall
determine, in their sole judgment reasonably exercised in good
faith, that the Company has suffered a material adverse change
in its business or financial condition or is the subject of
material adverse publicity and such material adverse change or
material adverse publicity will have a material adverse impact
upon the business and operations of either the Fund or the
Underwriter, (2) the Fund or the Underwriter shall notify the
Company in writing of such determination and its intent to
terminate this Agreement, and (3) after considering the
actions taken by the Company and any other changes in
circumstances since the giving of such notice, such
determination of the Fund or the Underwriter shall continue to
apply on the sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective date of
termination; or
(j) at the option of the Company, if (1) the Company shall
determine, in its sole judgment reasonably exercised in good
faith, that either the Fund or the Underwriter has suffered a
material adverse change in its business or financial condition
or is the subject of material adverse publicity and such
material adverse change or material adverse publicity will
have a material adverse impact upon the business and
operations of the Company, (2) the Company shall notify the
Fund and the Underwriter in writing of such determination and
its intent to terminate the Agreement, and (3) after
considering the actions taken by the Fund and/or the
Underwriter and any other changes in circumstances since the
giving of such notice, such determination shall continue to
apply on the sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective date of
termination; or
(k) at the option of either the Fund or the Underwriter, if
the Company gives the Fund and the Underwriter the written
notice specified in Section 1.6(b) hereof and at the time such
notice was given there was no notice of termination
outstanding under any other provision of this Agreement;
provided, however any termination under this Section 10.1(k)
shall be effective forty five (45) days after the notice
specified in Section 1.6(b) was given.
10.2. It is understood and agreed that the right of any party hereto
to terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.
-19-
<PAGE>
10.3. Notice Requirement. No termination of this Agreement shall be
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to terminate
which notice shall set forth the basis for such termination. Furthermore,
(a) In the event that any termination is based upon the
provisions of Article VII, or the provision of Section 10.1(a),
10.1(i), 10.1(j) or 10.1(k) of this Agreement, such prior written
notice shall be given in advance of the effective date of
termination as required by such provisions; and
(b) in the event that any termination is based upon the
provisions of Section 10.1(c) or 10.1(d) of this Agreement, such
prior written notice shall be given at least ninety (90) days
before the effective date of termination.
10.4. Effect of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.4 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.
10.5. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in either Account) except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"). Upon request, the Company will promptly
furnish to the Fund and the Underwriter the opinion of counsel for the Company
(which counsel shall be reasonably satisfactory to the Fund and the Underwriter)
to the effect that any redemption pursuant to clause (ii) above is a Legally
Required Redemption. Furthermore, except in cases where permitted under the
terms of the Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter 90 days notice of its
intention to do so.
-20-
<PAGE>
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company:
SMA Life Assurance
440 Lincoln Street
Worcester, Massachusetts 01605
Attention: Sheila B. St. Hilaire
If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
-21-
<PAGE>
12.5 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. Notwithstanding the generality of the
foregoing, each party hereto further agrees to furnish the California Insurance
Commissioner with any information or reports in connection with services
provided under this Agreement which such Commissioner may request in order to
ascertain whether the variable life insurance operations of the Company are
being conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.
12.7 The Fund and Underwriter agree that to the extent any advisory
or other fees received by the Fund, the Underwriter or the Adviser are
determined to be unlawful in legal or administrative proceedings under the 1973
NAIC model variable life insurance regulation in the states of California,
Colorado, Maryland or Michigan, the Underwriter shall indemnify and reimburse
the Company for any out of pocket expenses and actual damages the Company has
incurred as a result of any such proceeding; provided however that the
provisions of Section 8.2(b) of this and 8.2(c) shall apply to such
indemnification and reimbursement obligation. Such indemnification and
reimbursement obligation shall be in addition to any other indemnification and
reimbursement obligations of the Fund and/or the Underwriter under this
Agreement.
12.8. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
-22-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
Company:
SMA LIFE ASSURANCE COMPANY
By its authorized officer,
SEAL By: /s/ Bradford K. Gallagher
--------------------------------------
Title: President
--------------------------------------
Date: 7/11/91
--------------------------------------
Fund:
VARIABLE INSURANCE PRODUCTS FUND
By its authorized officer,
SEAL By: /s/ J. Gary Burkhead
--------------------------------------
Title: Senior Vice President
--------------------------------------
Date:
--------------------------------------
Underwriter:
FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
SEAL By: /s/ [Illegible] B. Kincaid
--------------------------------------
Title: President
--------------------------------------
Date: 9/5/91
--------------------------------------
-23-
<PAGE>
Schedule A
----------
Accounts
--------
Name of Account Date of Resolution of Company's Board
which Established the Account
Separate Account VA-K November 1, 1990
-24-
<PAGE>
Schedule B
----------
Contracts
---------
1. Contract Form A3018-91
---------------
-25-
<PAGE>
SCHEDULE C
PROXY VOTING PROCEDURE
The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.
1. The number of proxy proposals is given to the Company by the Underwriter
as early as possible before the date set by the Fund for the shareholder
meeting to facilitate the establishment of tabulation procedures. At this
time the Underwriter will inform the Company of the Record, Mailing and
Meeting dates. This will be done verbally approximately two months before
meeting.
2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of
units which are attributed to each contractowner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.
Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call
in the number of Customers to Fidelity, as soon as possible, but no
later than two weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of a proxy
statement. Underwriter will provide at least one copy of the last Annual
Report to the Company.
4. The text and format for the Voting Instruction Cards ("Cards" or "Card")
is provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Legal
Department of the Underwriter or its affiliate ("Fidelity Legal") must
approve the Card before it is printed. Allow approximately 2-4 business
days for printing information on the Cards. Information commonly found on
the Cards includes:
a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund)
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
-26-
<PAGE>
5. During this time, Fidelity Legal will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document).
Printed and folded notices and statements will be sent to Company for
insertion into envelopes (envelopes and return envelopes are provided and
paid for by the Insurance Company). Contents of envelope sent to Customers
by Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as
quickly as possible and that their vote is important. One copy
will be supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to Fidelity Legal.
7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but not
including) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An
often used procedure is to sort Cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has
not been required by Fidelity in the past.
9. Signatures on Card checked against legal name on account registration
which was printed on the Card.
Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
-27-
<PAGE>
10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter, a new
Card and return envelope. The mutilated or illegible Card is disregarded
and considered to be not received for purposes of vote tabulation. Any
Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure
are "hand verified," i.e., examined as to why they did not complete the
system. Any questions on those Cards are usually remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.
12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations
stated in terms of a percentage and the number of shares.) Fidelity Legal
must review and approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston time.
Fidelity Legal may request an earlier deadline if required to calculate
the vote in time for the meeting.
14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
Fidelity Legal will provided a standard from for each Certification.
15. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal
will be permitted reasonable access to such Cards.
16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
-28-
<PAGE>
AMENDMENT NO. 1
Amendment to the Participation Agreement among SMA Life Assurance Company
(the "Company"), Variable Insurance Products Fund (the "Fund") and Fidelity
Distributors Corporation (the "Underwriter") dated May 1, 1991 (the Agreement").
WHEREAS, each of the parties is desirous of expanding the ability of
Company to participate in the qualified markets, the Company, the Underwriter
and the Fund hereby agree to amend the Agreement by deleting from Section 1.4
the reference to Section 2.12 and by deleting Section 2.12 in its entirety.
In witness whereof, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 1, 1991.
SMA LIFE ASSURANCE COMPANY FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Bradford K. Gallagher By: /s/ Roger T. Servison
------------------------- -------------------------
Name: Bradford K. Gallagher Name: Roger T. Servison
------------------------- -------------------------
Title: President, SMA Life Assurance Co. Title: President
------------------------- -------------------------
VARIABLE INSURANCE PRODUCTS FUND
By: /s/ J. Gary Burkhead
-------------------------
Name: J. Gary Burkhead
-------------------------
Title: Senior V.P.
-------------------------
<PAGE>
Amendment to Schedules A and B to the Participation Agreement
among
Variable Insurance Products Fund
Fidelity Distributors Corporation
and
Allmerica Financial Life Insurance and Annuity Company
WHEREAS, Allmerica Financial Life Insurance and Annuity Company (the "Company";
formerly SMA Life Assurance Company), Variable Insurance Products Fund, and
Fidelity Distributors Corporation have previously entered into a Participation
Agreement dated May 1, 1991 ("Participation Agreement"); and
WHEREAS, the Participation Agreement provides for the amendment of Schedules A
and B thereto by mutual written consent, the parties from time-to-time have so
amended Schedules A and B, and the parties now wish to consolidate said prior
amendments to Schedules A and B into a single document and to update Schedules A
and B;
NOW, THEREFORE, the parties do hereby agree:
1. To amend and update Schedule A and Schedule B to the Participation Agreement
by adopting the attached Schedule A/B, dated July 15, 1997, and by substituting
the attached Schedule A/B for any and all prior amendments to Schedule A and to
Schedule B, as may have been adopted from time-to-time.
In witness whereof, each of the parties has caused this agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified below.
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Richard M. Reilly
-------------------------
Name: Richard M. Reilly
-------------------------
Title: President
-------------------------
Date: July 16, 1997
-------------------------
VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION
By: /s/ By: /s/
------------------------- -------------------------
Name: Name:
------------------------- -------------------------
Title: Title:
------------------------- -------------------------
Date: Date:
------------------------- -------------------------
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Schedule A/B to Participation Agreement dated May 1, 1991
(Dated 7/15/97)
Separate Account* Product Name Registration
- ----------------- ------------ ------------
VEL (Variable Life) VEL '87 33-14672
Policy Form 1018-87 811-5183
VEL '91 33-90320
Policy Form 1018-91 811-5183
VEL PLUS 33-42687
Policy Forms 1023-91; 811-5183
1023-93
VEL II VEL '93 33-57792
(Variable Life) Policy Form 1018-93 811-7466
Inheiritage Inheiritage 33-70948
(Variable Life) Policy Form 1026-94 811-8120
Allmerica Select Select Life 33-83604
Separate Account II Policy Form 1027-95 811-8746
(Variable Life)
Group VEL Group VEL 33-82658
(Variable Life) Policy Form 1029-94 811-8704
VA-K ExecAnnuity 33-39702
(Annuity) ExecAnnuity Plus 811-6293
Advantage
Policy Forms 3018-91;
3021-93;3025-96; 8025-96
Allmerica Select Select Resource I 33-47216
(Annuity) Select Resource II 811-6632
Policy Forms A3020-92;
A3020-95; 3025-96;
8025-96
*The Separate Accounts were authorized by vote of the Board of Directors on the
following dates: VEL - April 2, 1987; VEL II - January 21, 1993; Inheiritage -
September 15, 1993; Allmerica Select Separate Account II - October 12, 1993;
Group VEL - November 22, 1993; VA-K - November 1, 1990; Allmerica Select - March
5, 1992.
<PAGE>
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
SMA LIFE ASSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 1st day of March,
1994 by and among SMA LIFE ASSURANCE COMPANY, (hereinafter the "Company"), a
Delaware corporation, on its own behalf and on behalf of each segregated asset
account of the Company set forth on Schedule A hereto as may be amended from
time to time (each such account hereinafter referred to as the "Account"), and
the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts (hereinafter the
"Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a
Massachusetts corporation.
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order"); and
1
<PAGE>
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, Fidelity Management & Research Company (the "Adviser") is
duly registered as an investment adviser under the federal Investment Advisers
Act of 1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain
variable life insurance and variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing
segregated asset account, established by resolution of the Board of Directors of
the Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforesaid variable annuity
contracts; and
WHEREAS, the Company has registered or will register each Account as
a unit investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing
of the National Association of Securities Dealers, Inc. (hereinafter "NASD");
and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Underwriter agrees to sell to the Company those shares of
the Fund which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order by 9:30 a.m. Boston time on
the next following Business Day. "Business Day" shall mean any day on which the
New York Stock Exchange is open for trading and on which the Fund calculates its
net asset value pursuant to the rules of the Securities and Exchange Commission.
2
<PAGE>
1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.
1.3. The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.
1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement is in effect to govern such sales.
1.5. The Fund agrees to redeem for cash, on the Company's request,
any full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.
1.6. The Company agrees to purchase and redeem the shares of each
Portfolio offered by the then current prospectus of the Fund and in accordance
with the provisions of such prospectus. The Company agrees that all net amounts
available under the variable annuity contracts with the form number(s) which are
listed on Schedule A attached hereto and incorporated herein by this reference,
as such Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be invested in the
Fund, in such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account, provided
that such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company so
informs the Fund and Underwriter prior to their signing this Agreement (a list
of such funds appearing on Schedule C to this Agreement); or (d) the Fund or
Underwriter consents to the use of such other investment company.
3
<PAGE>
1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.
For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal
funds so wired, such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.
1.8. Issuance and transfer of the Fund's shares will be by book
entry only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.
1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.
1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 7 p.m. Boston
time.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all material
respects with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale thereof as a segregated
asset account under Section 2932 of the Delaware Insurance Code and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the Commonwealth of
Massachusetts and all applicable federal and state securities laws and that the
Fund is and shall remain registered under the 1940 Act. The Fund shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Fund
4
<PAGE>
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3. The Fund represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so qualify
in the future.
2.4. The Company represents that the Contracts are currently treated
as life insurance or annuity contracts, under applicable provisions of the Code
and that it will make every effort to maintain such treatment and that it will
notify the Fund and the Underwriter immediately upon having a reasonable basis
for believing that the Contracts have ceased to be so treated or that they might
not be so treated in the future.
2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-l under the 1940 Act or
otherwise, although it may make such payments in the future. The Fund has
adopted a "no fee" or "defensive" Rule 12b-l Plan under which it makes no
payments for distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-l, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-l to finance distribution
expenses.
2.6. The Fund makes no representation as to whether any aspect of
its operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Delaware and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Delaware to the extent required to perform this
Agreement.
2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Delaware and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.
2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.
2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and
5
<PAGE>
that the Adviser shall perform its obligations for the Fund in compliance in all
material respects with the laws of the State of Delaware and any applicable
state and federal securities laws.
2.10. The Fund and Underwriter represent and warrant that all of
their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund, in an amount not less $5
million. The aforesaid includes coverage for larceny and embezzlement is issued
by a reputable bonding company. The Company agrees to make all reasonable
efforts to see that this bond or another bond containing these provisions is
always in effect, and agrees to notify the Fund and the Underwriter in the event
that such coverage no longer applies.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. The Underwriter shall provide the Company (at the Company's
expense) with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).
3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter (or in the
Fund's discretion, the Prospectus shall state that such Statement is available
from the Fund), and the Underwriter (or the Fund), at its expense, shall print
and provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such Statement.
3.3. The Fund, at its expense, shall provide the Company with copies
of its proxy material, reports to shareholders, and other communications to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.
3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
6
<PAGE>
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such
portfolio for which instructions have been received,
so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset account in its own right, to the extent permitted
by law. Participating Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on Schedule B
attached hereto and incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings or comply with Section 16(c) of the 1940 Act (although the
Fund is not one of the trusts described in Section l6(c) of that Act) as well as
with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will
act in accordance with the Securities and Exchange Commission's interpretation
of the requirements of Section 16(a) with respect to periodic elections of
trustees and with whatever rules the Commission may promulgate with respect
thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Fund or its designee reasonably objects to such use within
fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Underwriter, except with the permission of the Fund or the
Underwriter or the designee of either.
4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its use.
No such material shall be used if the Company or its designee reasonably objects
to such use within fifteen Business Days after receipt of such material.
7
<PAGE>
4.4. The Fund and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or each Account, contemporaneously with the filing of such document
with the SEC or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature
or other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. Fees and Expenses
5.1. The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-l to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable to
the Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund. Currently,
no such payments are contemplated.
8
<PAGE>
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report) and, the
preparation of all statements and notices required by any federal or state law,
all taxes on the issuance or transfer of the Fund's shares.
5.3. The Company shall bear the expenses of printing and
distributing the Fund's prospectus to owners of Contracts issued by the Company
and of distributing the Fund's proxy materials and reports to such Contract
owners.
ARTICLE VI. Diversification
6.1. The Fund will at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without limiting
the scope of the foregoing, the Fund will at all times comply with Section
817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps (a) to notify Company of such breach and (b) to
adequately diversify the Fund so as to achieve compliance with the grace period
afforded by Regulation 817-5.
ARTICLE VII. Potential Conflicts
7.1. The Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the contract owners of
all separate accounts investing in the Fund. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting
instructions of contract owners. The Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.
9
<PAGE>
7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority
of its disinterested trustees, that a material irreconcilable conflict exists,
the Company and other Participating Insurance Companies shall, at their expense
and to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account; provided, however that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.
7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs
the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board. Until the end of the foregoing six month period, the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately
10
<PAGE>
remedies any irreconcilable material conflict, but in no event will the Fund be
required to establish a new funding medium for the Contracts. The Company shall
not be required by Section 7.3 to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
Contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Board determines that any proposed action does
not adequately remedy any irreconcilable material conflict, then the Company
will withdraw the Account's investment in the Fund and terminate this Agreement
within six (6) months after the Board informs the Company in writing of the
foregoing determination, provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision
of the Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies,
as appropriate, shall take such steps as may be necessary to comply with Rules
6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such
rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of
this Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained in such
Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund
and each trustee of the Board and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the Fund's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement or prospectus for the Contracts or contained
in the Contracts or sales literature for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this agreement
to indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or
11
<PAGE>
omission was made in reliance upon and in conformity with
information furnished to the Company by or on behalf of the Fund for
use in the Registration Statement or prospectus for the Contracts or
in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Fund shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or representations contained
in the Registration Statement, prospectus or sales literature of the
Fund not supplied by the Company, or persons under its control) or
wrongful conduct of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or Fund Shares;
or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement,
prospectus, or sales literature of the Fund or any amendment thereof
or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such a statement or
omission was made in reliance upon information furnished to the Fund
by or on behalf of the Company; or
(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party as such may arise from such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations or duties
under this Agreement or to the Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified
the Company in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the
claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify the Company of any such
claim shall not relieve the Company from any liability which it may
have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case
any
12
<PAGE>
such action is brought against the Indemnified Parties, the Company
shall be entitled to participate, at its own expense, in the defense
of such action. The Company also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's
election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it,
and the Company will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof
other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the
Company of the commencement of any litigation or proceedings against
them in connection with the issuance or sale of the Fund Shares or
the Contracts or the operation of the Fund.
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained
in the Registration Statement or prospectus or sales
literature of the Fund (or any amendment or supplement
to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made
in reliance upon and in conformity with information
furnished to the Underwriter or Fund by or on behalf of
the Company for use in the Registration Statement or
prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund
shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature for the Contracts not
supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund,
13
<PAGE>
Adviser or Underwriter or persons under their control,
with respect to the sale or distribution of the
Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statement or statements therein
not misleading, if such statement or omission was made
in reliance upon information furnished to the Company by
or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification requirements specified in
Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter
in this Agreement or arise out of or result from any
other material breach of this Agreement by the
Underwriter; as limited by and in accordance with the
provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to each Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
14
<PAGE>
8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any member thereof,
are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure to comply with
the diversification requirements specified in Article VI
of this Agreement); or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Underwriter or each Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory
15
<PAGE>
to the party named in the action. After notice from the Fund to such party of
the Fund's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Fund will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall continue in full force and effect until
the first to occur of:
(a) termination by any party for any reason by 180 (six months)
days advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio based upon the
Company's determination that shares of such Portfolio are not
reasonably available to meet the requirements of the
Contracts; or
(c) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event any
of the Portfolio's shares are not registered, issued or sold
in accordance with applicable state and/or federal law or such
law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by
the Company; or
(d) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event
that such Portfolio ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code or under
16
<PAGE>
any successor or similar provision, or if the Company
reasonably believes that the Fund may fail to so qualify; or
(e) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Portfolio in the event
that such Portfolio fails to meet the diversification
requirements specified in Article VI hereof; or
(f) termination by either the Fund or the Underwriter by written
notice to the Company, if either one or both of the Fund or
the Underwriter respectively, shall determine, in their sole
judgment exercised in good faith, that the Company and/or its
affiliated companies has suffered a material adverse change in
its business, operations, financial condition or prospects
since the date of this Agreement or is the subject of material
adverse publicity; or
(g) termination by the Company by written notice to the Fund and
the Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that either the Fund or the
Underwriter has suffered a material adverse change in its
business, operations, financial condition or prospects since
the date of this Agreement or is the subject of material
adverse publicity; or
(h) termination by the Fund or the Underwriter by written notice
to the Company, if the Company gives the Fund and the
Underwriter the written notice specified in Section 1.6(b)
hereof and at the time such notice was given there was no
notice of termination outstanding under any other provision of
this Agreement; provided, however any termination under this
Section 10.1(h) shall be effective forty five (45) days after
the notice specified in Section 1.6(b) was given.
10.2. Effect of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.2 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.
10.3 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon request, the
Company will promptly furnish to the Fund and the Underwriter the opinion of
counsel for the Company (which counsel shall be reasonably satisfactory to the
Fund and the Underwriter) to the effect that any redemption pursuant to clause
(ii) above is a Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contracts,
17
<PAGE>
the Company shall not prevent Contract Owners from allocating payments to a
Portfolio that was otherwise available under the Contracts without first giving
the Fund or the Underwriter 90 days notice of its intention to do so.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company:
SMA Life Assurance Company
440 Lincoln Street
Worcester, MA 01653
Attention: Rod Vessels
If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
18
<PAGE>
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.
12.7 The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder
may not be assigned by any party without the prior written consent of all
parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or company
under common control with the Underwriter, if such assignee is duly licensed and
registered to perform the obligations of the Underwriter under this Agreement.
12.9. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:
(a) the Company's annual statement prepared under statutory
accounting principles) and annual report (prepared under
generally accepted accounting principles ("GAAP")), as
soon as practical and in any event within 90 days after
the end of each fiscal year;
(b) the Company's quarterly statements (statutory and GAAP),
as soon as practical and in any event within 45 days
after the end of each quarterly period:
(c) any financial statement, proxy statement, notice or
report of the Company sent to stockholders and/or
policyholders, as soon as practical after the delivery
thereof to stockholders;
19
<PAGE>
(d) any registration statement (without exhibits) and
financial reports of the Company filed with the
Securities and Exchange Commission or any state
insurance regulator, as soon as practical after the
filing thereof;
(e) any other report submitted to the Company by independent
accountants in connection with any annual, interim or
special audit made by them of the books of the Company,
as soon as practical after the receipt thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
SMA LIFE ASSURANCE COMPANY
By its authorized officer,
By: /s/ Richard M. Reilly
-----------------------------
Title: Vice President
--------------------------
Date: 3/14/94
---------------------------
VARIABLE INSURANCE PRODUCTS FUND II
By its authorized officer,
By: /s/ J. Gary Burkhead
-----------------------------
Title: Senior Vice President
--------------------------
Date: 3/18/94
---------------------------
FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
By: /s/ [Illegible]
-----------------------------
Title: President
--------------------------
Date: 3/22/94
---------------------------
20
<PAGE>
Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account and
Date Established by Board of Directors
Inheiritage Account, August 20, 1991
VEL II - August 20, 1991
VA-K - August 20, 1991
Contracts Funded
By Separate Account
Variable Inheiritage Form Number 1026.1-94
VEL '94 - Form Number 1018.1-94
Exec-Annuity Plus - Form Number A3018.44-94
21
<PAGE>
SCHEDULE B
PROXY VOTING PROCEDURE
The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.
1. The number of proxy proposals is given to the Company by the Underwriter
as early as possible before the date set by the Fund for the shareholder
meeting to facilitate the establishment of tabulation procedures. At this
time the Underwriter will inform the Company of the Record, Mailing and
Meeting dates. This will be done verbally approximately two months before
meeting.
2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of
units which are attributed to each contractowner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.
Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in the
number of Customers to Fidelity, as soon as possible, but no later than
two weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of a proxy
statement. Underwriter will provide at least one copy of the last Annual
Report to the Company.
4. The text and format for the Voting Instruction Cards ("Cards" or "Card")
is provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Legal Department
of the Underwriter or its affiliate ("Fidelity Legal") must approve the
Card before it is printed. Allow approximately 2-4 business days for
printing information on the Cards. Information commonly found on the Cards
includes:
a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund)
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
22
<PAGE>
5. During this time, Fidelity Legal will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document).
Printed and folded notices and statements will be sent to Company for
insertion into envelopes (envelopes and return envelopes are provided and
paid for by the Insurance Company). Contents of envelope sent to Customers
by Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed
to the Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a
small, single sheet of paper that requests Customers to vote as
quickly as possible and that their vote is important. One copy
will be supplied by the Fund.)
e. cover letter - optional, supplied by Company and
reviewed and approved in advance by Fidelity Legal.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to Fidelity Legal.
7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but not
including) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An
often used procedure is to sort Cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by Fidelity in the past.
9. Signatures on Card checked against legal name on account registration
which was printed on the Card.
Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
23
<PAGE>
10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter, a new
Card and return envelope. The mutilated or illegible Card is disregarded
and considered to be not received for purposes of vote tabulation. Any
Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure
are "hand verified," i.e., examined as to why they did not complete the
system. Any questions on those Cards are usually remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.
12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations
stated in terms of a percentage and the number of shares.) Fidelity Legal
must review and approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston time.
Fidelity Legal may request an earlier deadline if required to calculate
the vote in time for the meeting.
14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
Fidelity Legal will provide a standard form for each Certification.
15. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal
will be permitted reasonable access to such Cards.
16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
24
<PAGE>
SCHEDULE C
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
Allmerica Investment Trust
Delaware Group Premium Fund, Inc.
25
<PAGE>
Amendment to Schedule A to Participation Agreement
among
Variable Insurance Products Fund II
Fidelity Distributors Corporation
and
Allmerica Financial Life Insurance and Annuity Company
Whereas, Allmerica Financial Life Insurance and Annuity Company (the "Company";
formerly SMA Life Assurance Company), Variable Insurance Products Fund II, and
Fidelity Distributors Corporation have previously entered into a Participation
Agreement dated March 1, 1994 ("Participation Agreement"); and
Whereas, the Participation Agreement provides for the amendment of Schedule A
thereto by mutual written consent, the parties from time-to-time have so amended
Schedule A, and the parties now wish to consolidate said prior amendments to
Schedule A into a single document and to update Schedule A;
Now, therefore, the parties do hereby agree:
1. To amend and update Schedule A to the Participation Agreement by adopting the
attached Schedule A, dated July 15, 1997, and by substituting the attached
Schedule A for and any all prior amendments to Schedule A, as may have been
adopted from time-to-time.
In witness whereof, each of the parties has caused this agreement to be executed
in its name and on its behalf by its duly authorized representative as of the
date specified below.
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Richard M. Reilly
-------------------------------
Name: Richard M. Reilly
-----------------------------
Title: President
----------------------------
Date: July 16, 1997
------------------------------
VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION
By: /s/ By: /s/
------------------------------ ------------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
--------------------------- ---------------------------
Date: Date
--------------------------- ---------------------------
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Schedule A, as amended, to Participation Agreement Dated March 1, 1994
(Dated 7/15/97)
Separate Account* Product Name Registration
- ----------------- ------------ ------------
VEL VEL '87 33-14672
(Variable Life) Policy Form 1018-87 811-5183
VEL '91 33-90320
Policy Form 1018-91 811-5183
VEL PLUS 33-42687
Policy Forms 1023-91; 811-5183
1023-93
VEL II VEL '93 33-57792
(Variable Life) Policy Form 1018-93 811-7466
Inheiritage Inheiritage 33-70948
(Variable Life) Policy Form 1026-94 811-8120
Group VEL Group VEL 33-82658
(Variable Life) Policy Form 1029-94 811-8704
VA-K ExecAnnuity 33-39702
(Annuity) ExecAnnuity Plus 811-6293
Advantage
Policy Forms 3018-91;
3021-93;3025-96; 8025-96
*The Separate Accounts were authorized by vote of the Board of Directors on the
following dates: VEL - April 2, 1987; VEL II - January 21, 1993; Inheiritage -
September 15, 1993; Group VEL - November 22, 1993; VA-K - November 1, 1990.
<PAGE>
PARTICIPATION AGREEMENT
Among
DELAWARE GROUP PREMIUM FUND, INC.
And
SMA LIFE ASSURANCE COMPANY
And
DELAWARE DISTRIBUTORS, INC.
THIS AGREEMENT, made and entered into this 23 day of December, 1991
by and among DELAWARE GROUP PREMIUM FUND, INC., a corporation organized under
the laws of Maryland (the "Fund"), SMA LIFE ASSURANCE COMPANY, a Delaware
corporation (the "Company"), on its own behalf and on behalf of each separate
account of the Company named in Schedule 1 to this Agreement as in effect at the
time this Agreement is executed and such other separate accounts that may be
added to Schedule 1 from time to time in accordance with the provisions of
Article XI of this Agreement (each such account referred to as the "Account"),
and DELAWARE DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
WHEREAS, the Fund is engaged in business as an open-end management
investment company and was established for the purpose of serving as the
investment vehicle for separate accounts established for variable life insurance
policies and variable annuity contracts (collectively referred to as "Variable
Insurance Products," the owners of such products being referred
<PAGE>
to as "Product owners") to be offered by insurance companies which have entered
into participation agreements with the Fund ("Participating Insurance
Companies"); and
WHEREAS, the common stock of the Fund (the "Fund shares") consists
of separate series ("Series") issuing separate classes of shares ("Series
shares"), each such class representing an interest in a particular managed
portfolio of securities and other assets; and
WHEREAS, the Fund filed with the Securities and Exchange Commission
(the "SEC") and the SEC has declared effective a registration statement
(referred to herein as the "Fund Registration Statement" and the prospectus
contained therein, or filed pursuant to Rule 497 under the 1933 Act, referred to
herein as the "Fund Prospectus") on Form N-1A to register itself as an open-end
management investment company (File No. 811-5162) under the Investment Company
Act of 1940, as amended (the "1940 Act"), and the Fund shares (File No.
33-14363) under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Company has filed or will file a registration statement
with the SEC to register under the 1933 Act certain variable annuity contracts
described in Schedule 2 to this Agreement as in effect at the time this
Agreement is executed and such other variable annuity contracts and variable
life insurance policies which may be added to Schedule 2 from time to time in
accordance with Article XI of this Agreement
- 2 -
<PAGE>
(such policies and contracts shall be referred to herein collectively as the
"contracts," each such registration statement for a class or classes of
contracts listed on Schedule 2 being referred to as the "Contracts Registration
Statement" and the prospectus for each such class or classes being referred to
herein as the "Contracts Prospectus," and the owners of the such contracts, as
distinguished from all Product Owners, being referred to as "Contract Owners");
and
WHEREAS, the Account, a validly existing separate account, duly
authorized by resolution of the Board of Directors of the Company on the date
set forth on Schedule 1, sets aside and invests assets attributable to the
Contracts; and
WHEREAS, the Company has registered or will have registered the
Account with the SEC as a unit investment trust under the 1940 Act before any
Contracts are issued by the Account; and
WHEREAS, the Distributor is registered as a broker-dealer with the
SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
is a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD"); and
WHEREAS, the Distributor and the Fund have entered into an agreement
(the "Fund Distribution Agreement") pursuant to which the Distributor will
distribute Fund shares; and
WHEREAS, Delaware Management Company, Inc. (the "Investment
Manager") is registered as an investment adviser
- 3 -
<PAGE>
under the 1940 Act and any applicable state securities laws and serves as an
investment manager to the Fund pursuant to an agreement; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase Series shares on behalf of the
Account to fund the Contracts and the Distributor is authorized to sell such
Series shares to unit investment trusts such as the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company those Series
shares which the Company orders on behalf of the Account, executing such orders
on a daily basis in accordance with Section 1.4 of this Agreement.
1.2. The Fund agrees to make the shares of its Series available for
purchase by the Company on behalf of the Account at the then applicable net
asset value per share on Business Days as defined in Section 1.4 of this
Agreement, and the Fund shall use reasonable efforts to calculate such net asset
value on each such Business Day. Notwithstanding any other provision in this
Agreement to the contrary, the Board of Directors of the Fund (the "Fund Board")
may suspend or terminate the offering of Fund shares of any Series, if such
action is required by law or by
- 4 -
<PAGE>
regulatory authorities having jurisdiction or if, in the sole discretion of the
Fund Board acting in good faith and in light of its fiduciary duties under
Federal and any applicable state laws, suspension or termination is necessary
and in the best interests of the shareholders of any Series (it being understood
that "shareholders" for this purpose shall mean Product owners).
1.3. The Fund agrees to redeem, at the Company's request, any full
or fractional shares of the Fund held by the Account or the Company, executing
such requests at the net asset value on a daily basis in accordance with Section
1.4 of this Agreement, the applicable provisions of the 1940 Act and the then
currently effective Fund Prospectus. Notwithstanding the foregoing, the Fund may
delay redemption of Fund shares of any Series to the extent permitted by the
1940 Act, any rules, regulations or orders thereunder, or the then currently
effective Fund Prospectus.
1.4.
(a) For purposes of Sections 1.1, 1.2 and 1.3, the Company
shall be the agent of the Fund for the limited purpose of receiving redemption
and purchase requests from the Account (but not from the general account of the
Company), and receipt on any Business Day by the Company as such limited agent
of the Fund prior to the time prescribed in the current Fund Prospectus (which
as of the date of execution of this Agreement is 4 p.m.) shall constitute
receipt by the Fund on that same Business Day, provided that the Fund receives
notice of such
- 5 -
<PAGE>
redemption or purchase request by 11:00 a.m. Eastern Time on the next following
Business Day. For purposes of this Agreement, "Business Day" shall mean any day
on which the New York Stock exchange is open for trading or as otherwise
provided in the Fund's then currently effective Fund Prospectus.
(b) The Company shall pay for shares of each Series on the
same day that it places an order with the Fund to purchase those Series shares.
Payment for Series shares will be made by the Account or the Company in Federal
Funds transmitted to the Fund by wire to be received by 11:00 a.m. on the day
the Fund is properly notified of the purchase order for Series shares (unless
sufficient proceeds are available from redemption of shares of other Series). If
Federal Funds are not received on time, such funds will be invested, and Series
shares purchased thereby will be issued, as soon as practicable.
(c) Payment for Series shares redeemed by the Account or the
Company will be made in Federal Funds transmitted to the Company by wire on the
day the Fund is notified of the redemption order of Series shares (unless
redemption proceeds are applied to the purchase of shares of other Series),
except that the Fund reserves the right to delay payment of redemption proceeds,
but in no event may such payment be delayed longer than the period permitted
under Section 22(e) of the 1940 Act. Neither the Fund nor the Distributor shall
bear any responsibility whatsoever for the proper disbursement or
- 6 -
<PAGE>
crediting of redemption proceeds; the Company alone shall be responsible for
such action.
1.5. Issuance and transfer of Fund shares will be by book entry
only. Stock certificates will not be issued to the Company or the Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate ledger for the Account or the appropriate subaccount of the Account.
1.6. The Fund shall furnish notice as soon as reasonably practicable
to the Company of any income dividends or capital gain distributions payable on
any Series shares. The Company, on its behalf and on behalf of the Account,
hereby elects to receive all such dividends and distributions as are payable on
any Series shares in the form of additional shares of that Series. The Company
reserves the right, on its behalf and on behalf of the Account, to revoke this
election and to receive all such dividends in cash. The Fund shall notify the
Company of the number of Series shares so issued as payment of such dividends
and distributions.
1.7. The Fund shall use its best efforts to make the net asset value
per share for each Series available to the Company by 7 p.m. Eastern Time each
Business Day, and in any event, as soon as reasonably practicable after the net
asset value per share for such Series is calculated, and shall calculate such
net asset value in accordance with the then currently effective Fund Prospectus.
Neither the Fund, any Series, the Distributor, nor the Investment Manager nor
any of
- 7 -
<PAGE>
their affiliates shall be liable for any information provided to the Company
pursuant to this Agreement which information is based on incorrect information
supplied by the Company to the Fund, the Distributor or the Investment Manager.
1.8. While this Agreement is in effect, the Company agrees that all
amounts available for investment under the Contracts (other than those listed on
Schedule 3) shall be invested only in the Fund and/or allocated to the Company's
general account, provided that such amounts may also be invested in an
investment company other than the Fund if: (a) such other investment company is
advised by the Fund's investment adviser; (b) the Fund and/or the Distributor,
in their sole discretion, consents to the use of such other investment company;
(c) there is a substitution of the Fund made in accordance with Section 10.1(e)
of this Agreement; or (d) this Agreement is terminated pursuant to Article X of
this Agreement. The Company also agrees that it will not take any action to
operate the Account as a management investment company under the 1940 Act
without the Fund's and Distributor's prior written consent.
1.9. The Fund and the Distributor agree that Fund shares will be
sold only to Participating Insurance Companies and their separate accounts. The
Fund and the Distributor will not sell Fund shares to any insurance company or
separate account unless an agreement complying with Article VII of this
Agreement is in effect to govern such sales. No Fund shares of any Series will
be sold to the general public.
- 8 -
<PAGE>
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants (a) that the Contracts are
registered under the 1933 Act or will be so registered before the issuance
thereof, (b) that the Contracts will be issued in compliance in all material
respects with all applicable Federal and state laws and (c) that the Company
will require of every person distributing the Contracts (i) that the Contracts
be offered and sold in compliance in all material respects with all applicable
Federal and state laws and (ii) that at the time it is issued each Contract is a
suitable purchase for the applicant therefor under applicable state insurance
laws. The Company further represents and warrants that it is an insurance
company duly organized and in good standing under applicable law and that it has
legally and validly authorized the Account as a separate account under Title 18,
Section 2932 of the Delaware Insurance Code, and has registered or, prior to the
issuance of any Contracts, will register the Account as a unit investment trust
in accordance with the provisions of the 1940 Act to serve as a separate account
for the Contracts, and that it will maintain such registration for so long as
any Contracts are outstanding.
2.2. The Fund represents and warrants that Fund shares sold
pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Fund is
and shall remain registered under the 1940 Act for so long as the Fund shares
are sold. The
- 9 -
<PAGE>
Fund further represents and warrants that it is a corporation duly organized and
in good standing under the laws of Maryland.
2.3. The Fund represents that it currently qualifies and will make
every effort to continue to qualify as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
to maintain such qualification (under Subchapter M or any successor or similar
provision), and that it will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it might
not so qualify in the future.
2.4. The Fund represents that it will comply with Section 817(h) of
the Code, and all regulations issued thereunder.
2.5. The Company represents that the Contracts are currently and at
the time of issuance will be treated as annuity contracts or life insurance
policies, whichever is appropriate, under applicable provisions of the Code. The
Company shall make every effort to maintain such treatment and shall notify the
Fund and the Distributor immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that they might not
be so treated in the future.
2.6. The Fund represents that the Fund's investment policies, fees
and expenses, and operations are and shall at all times remain in material
compliance with the laws of the state of Delaware, to the extent required to
perform this Agreement and with any investment restrictions set forth on
Schedule 4, as
- 10 -
<PAGE>
amended from time to time by the Company in accordance with Section 6.6. The
Fund, however, makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) otherwise complies with the insurance laws or regulations of any
state. The Company alone shall be responsible for informing the Fund of any
investment restrictions imposed by state insurance law and applicable to the
Fund.
2.7. The Distributor represents and warrants that the Distributor is
duly registered as a broker-dealer under the 1934 Act, a member in good standing
with the NASD, and duly registered as a broker-dealer under applicable state
securities laws; its operations are in compliance with applicable law, and it
will distribute the Fund shares according to applicable law.
2.8. The Distributor, on behalf of the Investment Manager,
represents and warrants that the Investment Manager is registered as an
investment adviser under the Investment Advisers Act of 1940 and is in
compliance with applicable federal and state securities laws.
2.9. The Fund represents and warrants that it has and maintains a
fidelity bond in accordance with Rule 17g-l under the 1940 Act.
-11-
<PAGE>
ARTICLE III. Prospectuses and Proxy Statements; Sales Material and Other
Information
3.1. The Distributor shall provide the Company (at its expense) with
as many copies of the current Fund Prospectus as the Company may reasonably
request. If requested by the Company in lieu thereof, the Fund shall provide the
Fund Prospectus (including a final copy of the new prospectus as set in type at
the Distributor's expense) and other assistance as is reasonably necessary in
order for the Company to have a new Contracts Prospectus printed together with
the Fund Prospectus in one document (the cost of such printing to be shared
equally by the Company and the Distributor).
3.2. The Fund Prospectus shall state that the Statement of
Additional Information for the Fund is available from the Distributor (or, in
the Fund's discretion, the Fund Prospectus shall state that such Statement is
available from the Fund), and the Distributor (or the Fund) shall provide such
Statement free of charge to the Company and to any outstanding or prospective
Contract owner who requests such Statement.
3.3. The Fund (at its cost) shall provide the Company with copies of
its proxy material, shareholder reports and other communications to the Company.
3.4. The Company shall not, without the prior written consent of the
Distributor (unless otherwise required by applicable law), solicit, induce or
encourage Contract owners to (a) change the Fund's investment adviser or
contract with any
- 12 -
<PAGE>
sub-investment adviser, or (b) change, modify, substitute, add or delete the
Fund or other investment media.
3.5. The Company shall furnish each piece of sales literature or
other promotional material in which the Fund or the Investment Manager or the
Distributor is named to the Fund or the Distributor prior to its use. No such
material shall be used, except with the prior written permission of the Fund or
the Distributor. The Fund and the Distributor agree to respond to any request
for approval on a prompt and timely basis. Failure to respond shall not relieve
the Company of the obligation to obtain the prior written permission of the Fund
or the Distributor.
3.6. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund other
than the information or representations contained in the Fund Registration
Statement or Fund Prospectus, as such Registration Statement and Prospectus may
be amended or supplemented from time to time, or in reports or proxy statements
for the Fund, or in sales literature or other promotional material approved by
the Fund or by the Distributor, except with the prior written permission of the
Fund or the Distributor. The Fund and the Distributor agree to respond to any
request for permission on a prompt and timely basis. Failure to respond shall
not relieve the Company of the obligation to obtain the prior written permission
of the Fund or the Distributor.
- 13 -
<PAGE>
3.7. The Fund and the Distributor shall not give any information or
make any representations on behalf of the Company or concerning the Company, the
Account or the Contracts other than the information or representations contained
in the Contracts Registration Statement or Contracts Prospectus, as such
Registration Statement and Prospectus may be amended or supplemented from time
to time, or in published reports of the Account which are in the public domain
or approved in writing by the Company for distribution to Contract owners, or in
sales literature or other promotional material approved in writing by the
Company, except with the prior written permission of the Company. The Company
agrees to respond to any request for permission on a prompt and timely basis.
Failure to respond shall not relieve the Fund or the Distributor of the
obligation to obtain the prior written permission of the Company.
3.8. The Fund will provide to the Company at least one complete copy
of all Fund Registration Statements, Fund Prospectuses, Statements of Additional
Information, annual and semi-annual reports and other reports, proxy statements,
sales literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or supplements to any of the
above, that relate to the Fund or Fund shares, promptly after the filing of such
document with the SEC or other regulatory authorities.
3.9. The Company will provide to the Fund at least one complete
copy of all Contracts Registration Statements, Contracts
- 14 -
<PAGE>
Prospectuses, Statements of Additional Information, reports, solicitations for
voting instructions, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
or supplements to any of the above, that relate to the Contracts or those
Sub-Accounts of the Account to which Contract purchase payments and value are
allocable, promptly after the filing of such document with the SEC or other
regulatory authorities.
3.10. Each party will provide to the other party copies of draft
versions of any registration statements, prospectuses, statements of additional
information, reports, proxy statements, solicitations for voting instructions,
sales literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or supplements to any of the
above, to the extent that the other party reasonably needs such information for
purposes of preparing a report or other filing to be filed with or submitted to
a regulatory agency. If a party requests any such information before it has been
filed, the other party will provide the requested information if then available
and in the version then available at the time of such request.
3.11. For purposes of this Article IV, the phrase "sales literature
or other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use, in a newspaper, magazine or
other periodical, radio, television, telephone or tape recording, videotape dis-
- 15 -
<PAGE>
play, signs or billboards, motion pictures or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, or reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, Statements of Additional Information, shareholder reports and
proxy materials, and any other material constituting sales literature or
advertising under NASD rules, the 1940 Act or the 1933 Act.
ARTICLE IV. Voting
Subject to applicable law, the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote Fund shares of each Series attributable to Contract
owners in accordance with instructions or proxies timely
received from such Contract owners;
(c) vote Fund shares of each Series attributable to Contract
owners for which no instructions have been received in
the same proportion as Fund shares of such Series for
which instructions have been timely received; and
(d) vote Fund shares of each Series held by the Company on
its own behalf or on behalf of the Account that are not
attributable to Contract owners in the same proportion
as Fund shares of such Series for which instructions
have been timely received.
- 16 -
<PAGE>
The Company shall be responsible for assuring that voting privileges for the
Account are calculated in a manner consistent with the provisions set forth
above and with other Participating Insurance Companies.
ARTICLE V. Fees and Expenses
5.1. The Fund and Distributor shall pay no fee or other compensation
to the Company under this Agreement, except that if the Fund or any Series
adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to
finance distribution expenses, then the Distributor may make payments to the
Company in amounts agreed to by the Company and the Distributor in writing.
Currently, no such payments are contemplated. The Fund currently does not intend
to make any payments to finance distribution expenses pursuant to Rule 12b-l
under the 1940 Act or in contravention of such rule, although it may make
payments pursuant to Rule 12b-1 in the future.
5.2. All expenses incident to performance by the Fund under this
Agreement (including expenses expressly assumed by the Fund pursuant to this
Agreement) shall be paid by the Fund to the extent permitted by law. Except as
may otherwise be provided in Sections 1.4 and 3.1 of this Agreement (or Article
VII, as it may be amended), the Company shall not bear any of the expenses for
the cost of registration and qualification of the Fund shares under Federal and
any state securities law, preparation and filing of the Fund Prospectus and Fund
Registration Statement,
- 17 -
<PAGE>
Fund proxy materials and reports, setting the Prospectus in type, setting in
type and printing and distributing the Fund proxy materials and reports to
shareholders (including the costs of printing a prospectus that constitutes an
annual report), the preparation of all statements and notices required by any
Federal or state securities law, all taxes on the issuance or transfer of Fund
shares, and any expenses permitted to be paid or assumed by the Fund pursuant to
a plan, if any, under Rule 12b-1 under the 1940 Act.
ARTICLE VI. Compliance Undertakings
6.1. The Fund undertakes to comply with Subchapter M and Section
817(h) of the Code, and all regulations issued thereunder.
6.2. The Company shall amend the Contracts Registration Statement
under the 1933 Act and the Account's Registration Statement under the 1940 Act
from time to time as required in order to effect the continuous offering of the
Contracts or as may otherwise be required by applicable law. The Company shall
register and qualify the Contracts for sale to the extent required by applicable
securities laws of the various states.
6.3. The Fund shall amend the Fund Registration Statement under the
1933 Act and the 1940 Act from time to time as required in order to effect for
so long as Fund shares are sold the continuous offering of Fund shares as
described in the
- 18 -
<PAGE>
then currently effective Fund Prospectus. The Fund shall register and qualify
Fund shares for sale to the extent required by applicable securities laws of the
various states.
6.4. The Company shall be responsible for assuring that any
prospectus offering a Contract that is a life insurance contract where it is
reasonably probable that such Contract would be a "modified endowment contract,"
as that term is defined in Section 7702A of the Code, will identify such
Contract as a modified endowment contract (or policy).
6.5. To the extent that it decides to finance distribution expenses
pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of Directors, a
majority of whom are not interested persons of the Fund, formulate and approve
any plan under Rule 12b-1 to finance distribution expenses.
6.6. The Company shall amend Schedule 4 when appropriate in order to
inform the Fund of any applicable investment restrictions with which the Fund
must comply.
ARTICLE VII. Potential Conflicts
The parties to this Agreement acknowledge that the Fund intends to
file an application with the SEC to request an order granting relief from
various provisions of the 1940 Act and the rules thereunder to the extent
necessary to permit Fund shares to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
Participating Insurance Companies. The parties to this Agreement
- 19 -
<PAGE>
agree that any conditions or undertakings that may be imposed on the Company,
the Fund and/or the Distributor by virtue of such order shall be incorporated
herein by this reference, as of the date such order is granted, as though set
forth herein in full, and such parties agree to comply with such conditions and
undertakings to the extent applicable to each such party. The Fund and the
Distributor will not enter into a participation agreement with any other
Participating Insurance Company unless it imposes the same conditions and
undertakings incorporated by reference herein on the parties to such agreement.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
The Company agrees to indemnify and hold harmless the Fund, the
Distributor and each person who controls or is associated with the Fund or the
Distributor within the meaning of such terms under the federal securities laws
and any officer, trustee, director, employee or agent of the foregoing, against
any and all losses, claims, damages or liabilities, joint or several (including
any investigative, legal and other expenses reasonably incurred in connection
with, and any amounts paid in settlement of, any action, suit or proceeding or
any claim asserted), to which they or any of them may become subject under any
statute or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any
- 20 -
<PAGE>
material fact contained in the Contracts Registration
Statement, Contracts Prospectus, sales literature or other
promotional material for the Contracts or the Contracts
themselves (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in which
they were made; provided that this obligation to indemnify
shall not apply if such statement or omission or such alleged
statement or alleged omission was made in reliance upon and in
conformity with information furnished in writing to the
Company by the Fund or the Distributor (or a person authorized
in writing to do so on behalf of the Fund or the Distributor)
for use in the Contracts Registration Statement, Contracts
Prospectus or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact by or on behalf of the
Company (other than statements or representations contained in
the Fund Registration Statement, Fund Prospectus or sales
literature or other promotional material of the Fund not
supplied by the Company or persons under its control) or
wrongful conduct of the Company or persons under its control
with respect to the sale or distribution of the Contracts or
Fund shares; or
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Fund Registration
Statement, Fund Prospectus or sales literature or other
promotional material of the Fund or any amendment thereof or
supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in
light of the circumstances in which they were made, if such
statement or omission was made in reliance upon and in
conformity with information furnished to the Fund by or on
behalf of the Company; or
(d) arise as a result of any failure by the Company to provide the
services and furnish the materials or
- 21 -
<PAGE>
to make any payments under the terms of this Agreement; or
(e) arise out of any material breach by the Company of this
Agreement, including but not limited to any failure to
transmit a request for redemption or purchase of Fund shares
on a timely basis in accordance with the procedures set forth
in Article I.
This indemnification will be in addition to any liability which the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the wilful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.2. Indemnification by the Distributor
The Distributor agrees to indemnify and hold harmless the Company
and each person who controls or is associated with the Company within the
meaning of such terms under the federal securities laws and any officer,
director, employee or agent of the foregoing, against any and all losses,
claims, damages or liabilities, joint or several (including any investigative,
legal and other expenses reasonably incurred in connection with, and any amounts
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Fund
Registration Statement, Fund Prospectus (or any amendment or
- 22 -
<PAGE>
supplement thereto) or sales literature or other promotional
material of the Fund, or arise out of or are based upon the
omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the
circumstances in which they were made; provided that this
obligation to indemnify shall not apply if such statement or
omission or alleged statement or alleged omission was made in
reliance upon and in conformity with information furnished in
writing by the Company to the Fund or the Distributor for use
in the Fund Registration Statement, Fund Prospectus (or any
amendment or supplement thereto) or sales literature for the
Fund or otherwise for use in connection with the sale of the
Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact by the Distributor or the
Fund (other than statements or representations contained in
the Fund Registration Statement, Fund Prospectus or sales
literature or other promotional material of the Fund not
supplied by the Distributor or the Fund or persons under their
control) or wrongful conduct of the Distributor or persons
under its control with respect to the sale or distribution of
the Contracts or Fund shares; or
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Contract's Registration
Statement, Contracts Prospectus or sales literature or other
promotional material for the Contracts (or any amendment or
supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in
light of the circumstances in which they were made, if such
statement or omission was made in reliance upon information
furnished in writing by the Distributor or the Fund to the
Company (or a person authorized in writing to do so on behalf
of the Fund or the Distributor); or
(d) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the diversification
- 23 -
<PAGE>
requirements specified in Article VI of this Agreement); or
(e) arise out of any material breach by the Distributor or the
Fund of this Agreement.
This indemnification will be in addition to any liability which the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the wilful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.3. Indemnification Procedures
After receipt by a party entitled to indemnification ("indemnified
party") under this Article VIII of notice of the commencement of any action, if
a claim in respect thereof is to be made by the indemnified party against any
person obligated to provide indemnification under this Article VIII
("indemnifying party"), such indemnified party will notify the indemnifying
party in writing of the commencement thereof as soon as practicable thereafter,
provided that the omission to so notify the indemnifying party will not relieve
it from any liability under this Article VIII, except to the extent that the
omission results in a failure of actual notice to the indemnifying party and
such indemnifying party is damaged solely as a result of the failure to give
such notice. The indemnifying party, upon the request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
- 24 -
<PAGE>
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment.
A successor by law of the parties to this Agreement shall be
entitled to the benefits of the indemnification contained in this Article VIII.
The indemnification provisions contained in this Article VIII shall survive any
termination of this Agreement.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of
- 25 -
<PAGE>
the state of Delaware, without giving effect to the principles of conflicts of
laws.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the SEC
may grant, and the terms hereof shall be limited, interpreted and construed in
accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party upon six months advance written
notice to the other parties, such termination to be effective no earlier than
one year following the date on which the first Contract is issued to the public;
or
(b) at the option of the Company if shares of any Series are
not reasonably available to meet the requirements of the Contracts as determined
by the Company. Prompt notice of the election to terminate for such cause shall
be furnished by the Company, said termination to be effective ten days after
receipt of notice unless the Fund makes available a sufficient number of Fund
shares to meet the requirements of the Contracts within said ten-day period; or
(c) at the option of the Fund upon institution of formal
proceedings against the Company by the NASD, the SEC, the insurance commission
of any state or any other regulatory body
- 26 -
<PAGE>
regarding the Company's duties under this Agreement or related to the sale of
the Contracts, the operation of the Account, the administration of the Contracts
or the purchase of Fund shares, or an expected or anticipated ruling, judgment
or outcome which would, in the Fund's reasonable judgment, materially impair the
Company's ability to meet and perform the Company's obligations and duties
hereunder; or
(d) at the option of the Company upon institution of formal
proceedings against the Fund by the NASD, the SEC, or any state securities or
insurance commission or any other regulatory body; or
(e) upon requisite vote of the Contract owners having an
interest in the affected Series and the written approval of the Distributor
(unless otherwise required by applicable law), to substitute the shares of
another investment company for the corresponding Series shares of the Fund in
accordance with the terms of the Contracts; or
(f) at the option of the Fund in the event any of the
Contracts are not registered, issued or sold in accordance with applicable
Federal and/or state law; or
(g) by either the Company or the Fund upon a determination by
a majority of the Fund Board, or a majority of disinterested Fund Board members,
that an irreconcilable material conflict exists among the interests of (i) all
Product owners or (ii) the interests of the Participating Insurance Companies
investing in the Fund; or
- 27 -
<PAGE>
(h) at the option of the Company if the Fund ceases to qualify
as a Regulated Investment Company under Subchapter M of the Code, or under any
successor or similar provision, or if the Company reasonably believes based on
an opinion of counsel satisfactory to the Fund that the Fund may fail to so
qualify; or
(i) at the option of the Company if the Fund fails to meet the
diversification requirements specified in Section 817(h) of the Code and any
regulations thereunder; or
(j) at the option of the Fund if the Contracts cease to
qualify as annuity contracts or life insurance policies, as applicable, under
the Code, or if the Fund reasonably believes that the Contracts may fail to so
qualify; or
(k) at the option of either the Fund or the Distributor if the
Fund or the Distributor, respectively, shall determine, in their sole judgment
exercised in good faith, that either (1) the Company shall have suffered a
material adverse change in its business or financial condition or (2) the
Company shall have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and operations of
either the Fund or the Distributor; or
(l) at the option of the Company, if the Company shall
determine, in its sole judgment exercised in good faith, that the Fund or the
Distributor shall have been the subject of material adverse publicity which is
likely to have a material
- 28 -
<PAGE>
adverse impact upon the business and operations of the Company; or
(m) upon the assignment of this Agreement (including, without
limitation, any transfer of the Contracts or the Account to another insurance
company pursuant to an assumption reinsurance agreement) unless the
non-assigning party consents thereto or unless this Agreement is assigned to an
affiliate of the Distributor.
10.2. Notice Requirement. Except as otherwise provided in Section
10.1, no termination of this Agreement shall be effective unless and until the
party terminating this Agreement gives prior written notice to all other parties
to this Agreement of its intent to terminate which notice shall set forth the
basis for such termination. Furthermore:
(a) In the event that any termination is based upon the
provisions of Article VII or the provisions of Section 10.1(a) of this
Agreement, such prior written notice shall be given in advance of the effective
date of termination as required by such provisions; and
(b) in the event that any termination is based upon the
provisions of Section 10.1(c) or 10.1(d) of this Agreement, such prior written
notice shall be given at least ninety (90) days before the effective date of
termination.
(c) in the event that any termination is based upon the
provisions of Section 10.1(e) of this Agreement, such prior written notice shall
be given at least sixty (60) days
- 29 -
<PAGE>
before the date of any proposed vote to replace the Fund's shares.
10.3. Except as necessary to implement Contract owner initiated
transactions, or as required by state insurance laws or regulations, the Company
shall not redeem Fund shares attributable to the Contracts (as opposed to Fund
shares attributable to the Company's assets held in the Account).
10.4. Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant
to Section 10.1 of this Agreement, the Fund and the Distributor may, at the
option of the Fund, continue to make available additional Fund shares for so
long after the termination of this Agreement as the Fund desires pursuant to the
terms and conditions of this Agreement as provided in paragraph (b) below, for
all Contracts in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, without
limitation, if the Fund or Distributor so elects to make additional Fund shares
available, the owners of the Existing Contracts or the Company, whichever shall
have legal authority to do so, shall be permitted to reallocate investments in
the Fund, redeem investments in the Fund and/or invest in the Fund upon the
making of additional purchase payments under the Existing Contracts.
(b) In the event of a termination of this Agreement pursuant
to Section 10.1 of this Agreement, the Fund and the Distributor shall promptly
notify the Company whether the
- 30 -
<PAGE>
Distributor and the Fund will continue to make Fund shares available after such
termination. If Fund shares continue to be made available after such
termination, the provisions of this Agreement shall remain in effect except for
Section 10.1(a) and thereafter either the Fund or the Company may terminate the
Agreement, as so continued pursuant to this Section 10.4, upon prior written
notice to the other party, such notice to be for a period that is reasonable
under the circumstances but, if given by the Fund, need not be for more than six
months.
(c) The parties agree that this Section 10.4 shall not apply
to any termination made pursuant to Article VII or any conditions or
undertakings incorporated by reference in Article VII, and the effect of such
Article VII termination shall be governed by the provisions set forth or
incorporated by reference therein.
ARTICLE XI. Applicability to New Accounts and New Contacts
The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the Contracts
and to add new classes of variable annuity contracts and variable life insurance
policies to be issued by the Company through a Separate Account investing in the
Fund. The provisions of this Agreement shall be equally applicable to each such
class of contracts or policies, unless the context otherwise requires.
- 31 -
<PAGE>
ARTICLE XII. Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
Delaware Group Premium Fund, Inc.
Ten Penn Center Plaza
Philadelphia, PA 19103
Attn: Daniel J. O'Brien
If to the Company:
Charles W. Grover II
Vice President, Individual Insurance Marketing
SMA Life Assurance Company
440 Lincoln Street
Worcester, MA 01605
If to the Distributor:
Mr. Michael P. Drennan
Vice President
Delaware Distributors, Inc.
Ten Penn Center Plaza
Philadelphia, PA 19103
ARTICLE XIII. Miscellaneous
13.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
13.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and the same
instrument.
- 32 -
<PAGE>
13.3. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
13.4. Each party hereto shall cooperate with each other party and
all appropriate governmental authorities (including without limitation the SEC,
the NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
13.5. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party, and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms.
- 33 -
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf by its duly authorized officer
on the date specified below.
SMA LIFE ASSURANCE COMPANY
(Company)
Date: 12/23/, 1991 By: /s/ Charles W. Grover, II
-----------------------------
Name: Charles W. Grover, II
Title: Vice President, Ind. Ins.
Marketing
DELAWARE GROUP PREMIUM FUND, INC.
(Fund)
Date: 12/23, 1991 By: /s/ Michael P. Drennan
-----------------------------
Name: Michael P. Drennan
Title: Vice President
DELAWARE DISTRIBUTORS, INC.
(Distributor)
Date: 12/23, 1991 By: /s/ Michael P. Drennan
-----------------------------
Name: Michael P. Drennan
Title: Vice President
<PAGE>
Schedule 1
Separate Accounts of SMA Life Assurance Company
Investing in the Fund
As of December 23, 1991
Name of Account Date Established
- --------------- ----------------
Separate Account VA-K
of SMA Life Assurance Company November 1, 1990
<PAGE>
Schedule 2
Variable Annuity Contracts
and Variable Life Insurance Policies
Supported by Separate Accounts
Listed on Schedule 1
As of December 23, 1991
Individual Variable Annuity Policies
funded by sub-accounts of Separate Account VA-K
and investing in shares of
Delaware Group Premium Fund, Inc.
<PAGE>
Schedule 3
Variable Contracts
Excluded from Section 1.8
As of December 23, 1991
Individual Variable Annuity Policies Marketed
under the name "ExecAnnuity Plus"
<PAGE>
Schedule 4
Investment Restrictions
Applicable to the Fund
As of December 23, 1991
None
<PAGE>
FIRST AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT (the "Amendment Agreement") to the Participation
Agreement dated December 23, 1991 (the "Participation Agreement") by and among
DELAWARE GROUP PREMIUM FUND, INC. (the "FUND"), SMA LIFE ASSURANCE COMPANY
("SMA"), on its own behalf and on behalf of each separate account of SMA, and
DELAWARE DISTRIBUTORS, INC. (the "DISTRIBUTOR") is made as of the first day of
April, 1994 by and among the FUND, the DISTRIBUTOR, SMA, on its own behalf and
on behalf of each separate account of SMA named in Schedule 1 to this Amendment
Agreement as in effect as of the time this Amendment Agreement is executed and
such other separate accounts of SMA that may be added to Schedule 1 from time to
time in accordance with the provisions of Article XI of the Participation
Agreement (each such account referred to as the "SMA Account"), and STATE MUTUAL
LIFE ASSURANCE COMPANY OF AMERICA ("STATE MUTUAL"), on its own behalf and on
behalf of each separate account of STATE MUTUAL named in Schedule 1 to this
Amendment Agreement as in effect as of the time this Amendment Agreement is
executed and such other separate accounts of STATE MUTUAL that may be added to
Schedule 1 from time to time in accordance with the provisions of Article XI of
the Participation Agreement (each such account referred to as the "STATE MUTUAL
Account").
WHEREAS, the FUND, SMA, and the DISTRIBUTOR previously entered into the
Participation Agreement; and
<PAGE>
WHEREAS, the FUND, SMA, and the DISTRIBUTOR wish to add STATE MUTUAL as a
party to the Participation Agreement to enable STATE MUTUAL to purchase shares
of common stock issued by the various series of the FUND on behalf of the STATE
MUTUAL Account;
NOW THEREFORE, for consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the FUND, the
DISTRIBUTOR, SMA, and STATE MUTUAL agree as follows:
1. Effective as of the date hereof, STATE MUTUAL shall be a party to the
Participation Agreement and shall independently be entitled to the same rights
and subject to the same obligations, covenants, conditions, undertakings and
liabilities under the Participation Agreement as SMA.
2. Effective as of the date hereof, STATE MUTUAL hereby makes, on its own
behalf and in respect of the STATE MUTUAL Account and Contracts (as defined in
the Participation Agreement) issued by STATE MUTUAL and not on behalf of SMA nor
in respect of the SMA Account or Contracts issued by SMA, the representations
and warranties set forth in Sections 2.1 and 2.5 of the Participation Agreement.
3. Effective as of the date hereof, all references in the Participation
Agreement to "the Company" shall hereafter be references to "SMA and/or STATE
MUTUAL, as the case may be."
2
<PAGE>
4. Effective as of the date hereof, the term "the Account" in the
Participation Agreement shall hereafter be read to include the SMA Account
and/or the STATE MUTUAL Account, as the case may be.
5. Effective as of the date hereof, except as otherwise set forth herein,
the term "Contracts" in the Participation Agreement shall hereafter be read to
include Contracts issued by SMA and/or Contracts issued by STATE MUTUAL, as the
case may be.
6. Schedules 1, 2, and 3 to the Participation Agreement are hereby amended
and restated in their entirety as set forth on Schedules 1, 2, and 3,
respectively, to this Amendment Agreement.
7. All references in the Participation Agreement to the "Investment
Manager" shall hereafter be references to Delaware Management Company, Inc. or
Delaware International Advisers Ltd., as appropriate.
8. With respect to the termination provisions set forth in Article X of
the Participation Agreement, (i) any notice provided by or option exercised by
SMA shall be operative solely with respect to SMA, and (ii) any notice provided
by or option exercised by STATE MUTUAL shall be operative solely with respect to
STATE MUTUAL.
9. All notices to be provided to any party to the Participation Agreement,
as amended, shall be sent in accordance with Article XII of the Participation
Agreement at the address of such party set forth below or at such other address
as such party may from time to time specify in writing to the other parties:
3
<PAGE>
If to the FUND:
Delaware Group Premium Fund, Inc.
1818 Market Street
Philadelphia, PA 19103
Attn: Daniel J. O'Brien
If to SMA:
Lila M. Weihs
Director, Annuity Products
SMA Life Assurance Company
440 Lincoln Street
Worcester, MA 01653
If to the DISTRIBUTOR:
Delaware Distributors, Inc.
1818 Market Street
Philadelphia, PA 19103
Attn: Michael P. Drennan, Vice President
If to STATE MUTUAL:
Lila M. Weihs
Director, Annuity Products
State Mutual Life Assurance Company of the America
440 Lincoln Street
Worcester, MA 01653
10. All other provisions of the Participation Agreement not amended by
this Amendment Agreement shall remain in full force and effect as set forth in
the Participation Agreement.
4
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
Agreement to be executed in its name and on its behalf by its duly authorized
officer as of the date first set forth above.
STATE MUTUAL LIFE ASSURANCE SMA LIFE ASSURANCE COMPANY
COMPANY OF AMERICA
By: /s/ Richard M. Reilly By: /s/ Richard M. Reilly
--------------------------- ---------------------------
Name: Richard M. Reilly Name: Richard M. Reilly
Title: Vice President Title: Vice President
DELAWARE GROUP PREMIUM DELAWARE DISTRIBUTORS, INC.
FUND, INC.
By: /s/ By: /s/
--------------------------- ---------------------------
Name: Name:
Title: Title:
5
<PAGE>
SCHEDULE 1
Separate Accounts of SMA Life Assurance Company
and State Mutual Life Assurance Company of America
Investing in the Fund
As of April 1, 1994
Name of Account Date Established
- --------------- ----------------
Separate Account VA-K November 1, 1990
of SMA Life Assurance Company
Separate Account VEL June 3, 1987
of SMA Life Assurance Company
Separate Account VEL II January 21, 1993
of SMA Life Assurance Company
Separate Account Inheiritage* September 15, 1993
of SMA Life Assurance Company
Separate Account VA-K of August 20, 1991
State Mutual Life Assurance
Company of America
Separate Account VEL-II August 20, 1991
of State Mutual Life Assurance
Company of America
Separate Account Inheiritage* August 20, 1991
of State Mutual Life Assurance
Company of America
* Regulatory approvals are pending for the Inheiritage products.
<PAGE>
SCHEDULE 2
(continued)
Variable Annuity Contracts
and Variable Life Insurance Policies
Supported by Separate Accounts
Listed on Schedule 1
As of April 1, 1994
State Mutual Life Assurance Company of America
Individual Delaware Medallion Variable Annuity Contracts funded by sub-accounts
of Separate Account VA-K and investing in shares of Delaware Group Premium Fund,
Inc.
Individual ExecAnnuity Plus Variable Annuity Contracts funded by sub-accounts of
Separate Account VA-K and investing in shares of the International Equity Series
of Delaware Group Premium Fund, Inc.
Individual VEL II Variable Life Insurance Policies funded by sub-accounts of
Separate Account VEL II and investing in shares of the International Equity.
Series of Delaware Group Premium Fund, Inc.
Individual Inheiritage* Variable Life Insurance Policies funded by sub-accounts
of Separate Account Inheiritage and investing in shares of the International
Equity Series of Delaware Group Premium Fund, Inc.
* Regulatory approvals are currently pending for the Inheiritage product.
<PAGE>
SCHEDULE 3
Variable Contracts
Excluded from Section 1.8
As of April 1, 1994
SMA Life Assurance Company
Individual Variable Annuity Policies Marketed under the name "ExecAnnuity Plus"
Individual Variable Life Insurance Policies Marketed under the name "VEL"
Individual Variable Life Insurance Policies Marketed under the name "VEL Plus"
Individual Variable Life Insurance Policies Marketed under the name "VEL II"
Individual Variable Life Insurance Policies to be Marketed under the name
"Inheiritage" *
State Mutual Life Assurance Company of America
Individual Variable Annuity Policies Marketed under the name "ExecAnnuity Plus"
Individual Variable Life Insurance Policies Marketed under the name "VEL II"
Individual Variable Life Insurance Policies to be Marketed under the name
"Inheiritage"*
*Regulatory approvals are currently pending for the Inheiritage product.
<PAGE>
PARTICIPATION AGREEMENT
Among
T. ROWE PRICE INTERNATIONAL SERIES, INC.,
T. ROWE PRICE INVESTMENT SERVICES, INC.
and
SMA LIFE ASSURANCE COMPANY
THIS AGREEMENT, made and entered into as of this 1st day of May, 1995 by
and among SMA LIFE ASSURANCE COMPANY (hereinafter, the "Company"), a Delaware
insurance company, on its own behalf and on behalf of each segregated asset
account of the Company set forth on Schedule A hereto as may be amended from
time to time (each account hereinafter referred to as the "Account"), and the T.
ROWE PRICE INTERNATIONAL SERIES, INC., a corporation organized under the laws of
Maryland (hereinafter referred to as the "Fund") and T. ROWE PRICE INVESTMENT
SERVICES, INC. (hereinafter the "Underwriter"), a Maryland corporation.
WHEREAS, the Fund engages in business as an open-end management investment
company and is or will be available to act as the investment vehicle for
separate accounts established for variable life insurance and variable annuity
contracts (the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements with the Fund and
Underwriter (hereinafter "Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund has filed an application to obtain an order from the
Securities and Exchange Commission ("SEC") granting Participating Insurance
Companies and variable annuity and variable life insurance separate accounts
exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the
Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and
Rules 6e-2(b)(15) and 6e-3(T) (b)(15) thereunder, if and to the extent necessary
to permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
<PAGE>
- 2 -
WHEREAS, Rowe Price-Fleming International, Inc. (hereinafter referred to
as the "Adviser") is duly registered as an investment adviser under the federal
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, the Company has registered or will register certain variable life
insurance and variable annuity contracts supported wholly or partially by the
Account (the "Contracts") under the 1933 Act, and said Contracts are listed in
Schedule A hereto, as it may be amended from time to time by mutual written
agreement; and
WHEREAS, the Account is duly established and maintained as a segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid Contracts; and
WHEREAS, the Company has registered or will register the Account as a unit
investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the SEC
under the Securities Exchange Act of 1934, as amended (hereinafter the "1934
Act"), and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios listed in
Schedule A hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Underwriter is authorized to sell such shares to
unit investment trusts such as the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Underwriter agrees to sell to the Company those shares of the
Designated Portfolios which the Account orders, executing such orders on a daily
basis at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Designated Portfolios.
1.2 The Fund agrees to make shares of the Designated Portfolios available
for purchase at the applicable net asset value per share by the Company and the
Account on those days on which the Fund calculates its net asset value pursuant
to rules of the SEC, and the Fund shall use reasonable efforts to calculate such
net asset value on each day which the New York Stock Exchange is open for
trading. Notwithstanding the foregoing, the Board of Directors of the Fund
(hereinafter the "Board") may refuse to sell shares of any Designated Portfolio
to any person, or suspend or terminate the offering of shares of any Designated
Portfolio if such action is required by law or by regulatory authorities having
jurisdiction, or is, in the sole discretion of the Board acting in good faith
and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of such Designated
Portfolio.
1.3 The Fund and the Underwriter agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts. No
shares of any Designated
<PAGE>
- 3 -
Portfolios will be sold to the general public. The Fund and the Underwriter will
not sell Fund shares to any insurance company or separate account unless an
agreement containing provisions substantially the same as Articles I and VII of
this Agreement is in effect to govern such sales.
1.4 The Fund agrees to redeem, on the Company's request, any full or
fractional shares of the Designated Portfolios held by the Company, executing
such requests on a daily basis at the net asset value next computed after
receipt by the Fund or its designee of the request for redemption, except that
the Fund reserves the right to suspend the right of redemption or postpone the
date of payment or satisfaction upon redemption consistent with Section 22(e) of
the 1940 Act and any sales thereunder, and in accordance with the procedures and
policies of the Fund as described in the then current prospectus.
1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the
designee of the Fund for receipt of purchase and redemption orders from the
Account, and receipt by such designee shall constitute receipt by the Fund;
provided that the Company receives the order by 4:00 p.m. Baltimore time and the
Fund receives notice of such order by 9:30 a.m. Baltimore time on the next
following Business Day. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the SEC.
1.6 The Company agrees to purchase and redeem the shares of each
Designated Portfolio offered by the then current prospectus of the Fund and in
accordance with the provisions of such prospectus.
1.7 The Company shall pay for Fund shares on the next Business Day after
receipt of an order to purchase Fund shares. Payment shall be in federal funds
transmitted by wire by 3:00 p.m. Baltimore time. If payment in Federal Funds for
any purchase is not received or is received by the Fund after 3:00 p.m.
Baltimore time on such Business Day, the Company shall promptly, upon the Fund's
request, reimburse the Fund for any charges, costs, fees, interest or other
expenses incurred by the Fund in connection with any advances to, or borrowings
or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a
result of portfolio transactions effected by the Fund based upon such purchase
request. For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of
the federal funds so wired, such funds shall cease to be the responsibility of
the Company and shall become the responsibility of the Fund.
1.8 Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.
1.9 The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Designated Portfolios' shares. The Company hereby
elects to receive all such income, dividends, and capital gain distributions as
are payable on Designated Portfolio shares in additional shares of that
Portfolio. The Company reserves the right to revoke this election and to receive
all such income dividends and capital gain distributions in cash. The Fund shall
notify the Company of the number of shares so issued as payment of such
dividends and distributions. The Fund shall use its best efforts to furnish
advance notice of the day such dividends and distributions are expected to be
paid.
<PAGE>
- 4 -
1.10 The Fund shall make the net asset value per share for each Designated
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated (normally by 6:30
p.m. Baltimore time) and shall use its best efforts to make such net asset value
per share available by 7 p.m. Baltimore time.
1.11 The Parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
insurance companies (subject to Section 1.3 and Article VI hereof) and the cash
value of the Contracts may be invested in other investment companies, provided,
however, that (a) such other investment company, or series thereof, has
investment objectives or policies that are substantially different from the
investment objectives and policies of the Fund; or (b) the Company gives the
Fund and the Underwriter 45 days written notice of its intention to make such
other investment company available as a funding vehicle for the Contracts; or
(c) such other investment company was available as a funding vehicle for the
Contracts prior to the date of this Agreement and the Company so informs the
Fund and Underwriter prior to their signing this Agreement; or (d) the Fund or
Underwriter consents to the use of such other investment company, such consent
not to be unreasonably withheld.
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly established the Account
prior to any issuance or sale thereof as a segregated asset account under the
Delaware insurance laws and has registered or, prior to any issuance or sale of
the Contracts, will register the Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Delaware and all
applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Underwriter.
2.3 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it may
make such payments in the future. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund will undertake to have a
Board, a majority of whom are not interested persons of the Fund, formulate and
approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance
distribution expenses.
2.4 The Fund makes no representations as to whether any aspect of its
operations, including but not limited to, investment policies, fees and
expenses, complies with the insurance and other applicable laws of the various
states, except that the Fund represents that the Fund's investment policies,
fees and expenses are and shall at all times remain in compliance with the laws
of the State of Delaware to the extent required to perform this Agreement.
<PAGE>
- 5 -
2.5 The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Maryland and that it does and will comply in all
material respects with the 1940 Act.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Delaware and any applicable state
and federal securities laws.
2.7 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered under all applicable federal and state securities laws
and that the Adviser shall perform its obligations for the Fund in compliance in
all material respects with the laws of the State of Delaware and any applicable
state and federal securities laws.
2.8 The Fund and the Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other individuals or
entities dealing with the money and/or securities of the Fund are and shall
continue to be at all times covered by a blanket fidelity bond or similar
coverage for the benefit of the Fund in an amount not less than the minimum
coverage as required currently by Rule 17g-1 of the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
2.9 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities
employed or controlled by the Company dealing with the money and/or securities
of the Fund are covered by a blanket fidelity bond or similar coverage for the
benefit of the Fund, in an amount not less than $5 million. The aforesaid bond
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company. The Company agrees to make all reasonable efforts to see that
this bond or another bond containing these provisions is always in effect, and
agrees to notify the Fund and the Underwriter in the event that such coverage no
longer applies.
ARTICLE III. Prospectuses, Statements of Additional Information, and Proxy
Statements; Voting
3.1 The Underwriter shall provide the Company with as many copies of the
Fund's current prospectus as the Company may reasonably request. If requested by
the Company in lieu thereof, the Fund shall provide such documentation
(including a final copy of the new prospectus as set in type at the Fund's
expense) and other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's prospectus
printed together in one document.
The Underwriter shall bear the expense of printing copies of its
current prospectus that will be distributed to existing Contract owners and the
Company shall bear the expense of printing copies of the Fund's prospectus that
are used in connection with offering the Contracts issued by the Company.
3.2 The Fund's prospectus shall state that the current Statement of
Additional Information ("SAI") for the Fund is available from the Company (or,
in the Fund's discretion, from the Fund), and the Underwriter (or the Fund), at
its expense, shall print, or otherwise reproduce, and provide a copy of such SAI
free of charge to the Company for itself and for any owner of a Contract who
requests such SAI.
<PAGE>
- 6 -
3.3 The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to shareholders, and other communications to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners. The Underwriter, at the Company's expense,
shall provide the Company with copies of the Fund's annual and semi-annual
reports to shareholders in such quantity as the Company shall reasonably request
for use in connection with offering the Variable Contracts issued by the
Company. If requested by the Company in lieu thereof, the Underwriter shall
provide such documentation (which may include a final copy of the Fund's annual
and semi-annual reports as set in type or in camera-ready copy) and other
assistance as is reasonably necessary in order for the Company (at the Company's
expense) to print such shareholder communications for distribution to Contract
owners.
3.4 The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received
from Contract owners; and
(iii) vote Fund shares for which no instructions have been received
in the same proportion as Fund shares of such Designated
Portfolio for which instructions have been received,
so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contract owners or to the
extent otherwise required by law. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law.
3.5 Participating Insurance Companies shall be responsible for assuring
that each of their separate accounts participating in a Designated Portfolio
calculates voting privileges as required by the Shared Funding Exemptive Order
and consistent with any reasonable standards that the Fund may adopt.
3.6 The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the SEC's interpretation of the requirements of Section 16(a)
with respect to periodic elections of directors or trustees and with whatever
rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece of sales literature or other promotional material
that the Company develops or uses and in which the Fund (or a Portfolio thereof)
or the Adviser or the Underwriter is named, at least fifteen calendar days prior
to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within fifteen calendar days after receipt of such
material. The Fund or its designee reserves the right to reasonably object to
the continued use of such material, and no such material shall be used if the
Fund or its designee so object.
<PAGE>
- 7 -
4.2 The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus or SAI for the Fund
shares, as such registration statement and prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Underwriter, except with the permission of the Fund or the
Underwriter or the designee of either.
4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause
to be furnished, to the Company, each piece of sales literature or other
promotional material in which the Company, and/or its Account, is named at least
fifteen calendar days prior to its use. No such material shall be used if the
Company reasonably objects to such use within fifteen calendar days after
receipt of such material. The Company reserves the right to reasonably object to
the continued use of such material and no such material shall be used if the
Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make
any representations on behalf of the Company or concerning the Company, the
Account, or the Contracts other than the information or representations
contained in a registration statement, prospectus, or SAI for the Contracts, as
such registration statement, prospectus or SAI may be amended or supplemented
from time to time, or in published reports for the Account which are in the
public domain or approved by the Company for distribution to Contract owners, or
in sales literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, SAIs, reports, proxy statements, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above, that
relate to the Fund or its shares, contemporaneously with the filing of such
document(s) with the SEC or other regulatory authorities.
4.6 The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any of the
above, that relate to the Contracts or the Account, contemporaneously with the
filing of such document(s) with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature and
other promotional materials" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund: advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
SAIs, shareholder reports, proxy materials, and any other communications
distributed or made generally available with regard to the Funds.
<PAGE>
- 8 -
ARTICLE V. Fees and Expenses
5.1 The Fund and the Underwriter shall pay no fee or other compensation to
the Company under this Agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing, and such payments will be made out of existing fees otherwise payable
to the Underwriter, past profits of the Underwriter, or other resources
available to the Underwriter. No such payments shall be made directly by the
Fund. Currently, no such payments are contemplated.
5.2 All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund, except as otherwise provided herein. The Fund shall
see to it that all its shares are registered and authorized for issuance in
accordance with applicable federal law and, if and to the extent deemed
advisable by the Fund, in accordance with applicable state laws prior to their
sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, setting the
prospectus in type, setting in type and printing the proxy materials and reports
to shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required by any
federal or state law, and all taxes on the issuance or transfer of the Fund's
shares.
5.3 The Company shall bear the expenses of printing (in accordance with
Section 3.1) and distributing the Fund's prospectus to owners of Contracts
issued by the Company and of distributing the Fund's proxy materials and reports
to such Contract owners.
ARTICLE VI. Diversification and Qualification
6.1 The Fund will invest its assets in such a manner as to ensure that the
Contracts will be treated as annuity or life insurance contracts, whichever is
appropriate, under the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations issued thereunder (or any successor provisions). Without
limiting the scope of the foregoing, the Fund will comply with Section 817(h) of
the Code and Treasury Regulation ss.1.817-5, and any Treasury interpretations
thereof, relating to the diversification requirements for variable annuity,
endowment, or life insurance contracts, and any amendments or other
modifications or successor provisions to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify the Company of such breach and (b) to adequately diversify
the Fund so as to achieve compliance within the grace period afforded by
Regulation 817.5.
6.2 The Fund represents that it is or will be qualified as a Regulated
Investment Company under Subchapter M of the Code, and that it will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provisions) and that it will notify the Company immediately upon having
a reasonable basis for believing that it has ceased to so qualify or that it
might not so qualify in the future.
6.3 The Company represents that the Contracts are currently, and at the
time of issuance shall be, treated as life insurance or annuity insurance
contracts, under applicable provisions of the Code, and that it will make every
effort to maintain such treatment, and that it will notify the Fund and the
Underwriter immediately upon having a reasonable basis for believing the
Contracts have ceased to be so treated or that they might not be so treated in
the future. The Company agrees
<PAGE>
- 9 -
that any prospectus offering a contract that is a "modified endowment contract"
as that term is defined in Section 7702A of the Code (or any successor or
similar provision), shall identify such contract as a modified endowment
contract.
ARTICLE VII. Potential Conflicts. The following provisions apply effective upon
(a) the issuance of the Shared Funding Exemptive Order, and (b) investment in
the Fund by a separate account of a Participating Insurance Company supporting
variable life insurance contracts.
7.1 The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever Contract owner voting instructions are
disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its
disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.
7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such Account
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of that six
month period the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
<PAGE>
- 10 -
7.5 If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Fund shall continue to
accept and implement orders by the company for the purchase (and redemption) of
shares of the Fund.
7.6 For purposes of Section 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contract if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and terminate this
Agreement within six (6) months after the Board informs the Company in writing
of the foregoing determination; provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.
7.7 If and to the extent the Shared Funding Order contains terms and
conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of
this Agreement, then the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with the Shared
Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5
of the Agreement shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained in the Shared
Funding Exemptive Order or any amendment thereto. If and to the extent that Rule
6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Shared Funding
Exemptive Order) on terms and conditions materially different from those
contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the
Participating Insurance Companies, as appropriate, shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3,
as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5,
3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect
only to the extent that terms and conditions substantially identical to such
Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1 Indemnification By the Company
8.1(a). The Company agrees to indemnify and hold harmless the Fund
and the Underwriter and each of their officers and directors and each person, if
any, who controls the Fund or the Underwriter within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.1) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Company) or
litigation
<PAGE>
- 11 -
(including legal and other expenses), to which the Indemnified Parties may
become subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or acquisition of the
Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the Registration Statement, prospectus, or statement of
additional information for the Contracts or contained in the
Contracts or sales literature for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out
of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as
to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on
behalf of the Fund for use in the Registration Statement,
prospectus or statement of additional information for the
Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature of the
Fund not supplied by the Company or persons under its control)
or wrongful conduct of the Company or persons under its
authorization or control, with respect to the sale or
distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement,
prospectus, or sales literature of the Fund or any amendment
thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such a statement or omission was made in
reliance upon information furnished to the Fund by or on
behalf of the Company; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms
of this Agreement (including a failure, whether unintentional
or in good faith or otherwise, to comply with the
qualification requirements specified in Article VI of this
Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company,
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would
<PAGE>
- 12 -
otherwise be subject by reason of such Indemnified Party's willful misfeasance,
bad faith, or gross negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard of its
obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against an Indemnified Party, the Company shall be entitled to participate, at
its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action and to settle the claim at its own expense; provided,
however, that no such settlement shall, without the Indemnified Parties' written
consent, include any factual stipulation referring to the Indemnified Parties or
their conduct. After notice from the Company to such party of the Company's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Company will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of
the commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Fund Shares or the Contracts or the operation
of the Fund.
8.2 Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of it directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts; and
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained
in the Registration Statement or prospectus or SAI or
sales literature of the Fund (or any amendment or
supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or
omission was made in reliance upon and in conformity
with information furnished to the Underwriter or Fund by
or on behalf of the
<PAGE>
- 13 -
Company for use in the Registration Statement or
prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund
shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature for the Contracts not
supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund or Underwriter
or persons under their control, with respect to the sale
or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus or sales literature covering the
Contracts, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statement or statements therein
not misleading, if such statement or omission was made
in reliance upon information furnished to the Company by
or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification and other qualification
requirements specified in Article VI of this Agreement);
or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter
in this Agreement or arise out of or result from any
other material breach of this Agreement by the
Underwriter;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith, or
gross negligence in the performance or such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
<PAGE>
- 14 -
against the Indemnified Party, the Underwriter will be entitled to participate,
at its own expense, in the defense thereof. The Underwriter also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action and to settle the claim at its own expense; provided,
however, that no such settlement shall, without the Indemnified Parties' written
consent, include any factual stipulation referring to the Indemnified Parties or
their conduct. After notice from the Underwriter to such party of the
Underwriter's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the Underwriter will not be liable to such party under this Agreement for any
legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of
the commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the Contracts
or the operation of the Account.
8.3 Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Fund) or litigation (including legal
and other expenses) to which the Indemnified Parties may be required to pay or
may become subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, expenses, damages, liabilities or expenses (or
actions in respect thereof) or settlements, are related to the operations of the
Fund and:
(i) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification and other qualification
requirements specified in Article VI of this Agreement);
or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Underwriter or the Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
<PAGE>
- 15 -
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the expense thereof, with counsel satisfactory to the party named in the
action and to settle the claim at its own expense; provided, however, that no
such settlement shall, without the Indemnified Parties' written consent, include
any factual stipulation referring to the Indemnified Parties or their conduct.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify
the Fund of the commencement of any litigation or proceeding against it or any
of its respective officers or directors in connection with the Agreement, the
issuance or sale of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Maryland.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, any Shared Funding Exemptive Order) and the
terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1 This Agreement shall continue in full force and effect until the
first to occur of:
(a) termination by any party, for any reason with respect to some
or all Designated Portfolios, by six (6) months' advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Designated Portfolio based
upon the Company's determination that shares of the Fund are
not reasonably available to meet the requirements of the
Contracts; provided that such termination shall apply only to
the Designated Portfolio not reasonably available; or
(c) termination by the Company by written notice to the Fund and
the Underwriter in the event any of the Designated Portfolio's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the
use of such shares as the underlying
<PAGE>
- 16 -
investment media of the Contracts issued or to be issued by
the Company; or
(d) termination by the Fund or Underwriter in the event that
formal administrative proceedings are instituted against the
Company by the NASD, the SEC, the Insurance Commissioner or
like official of any state or any other regulatory body
regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the operation of any Account, or
the purchase of the Fund shares, provided, however, that the
Fund or Underwriter determines in its sole judgment exercised
in good faith, that any such administrative proceedings will
have a material adverse effect upon the ability of the Company
to perform its obligations under this Agreement; or
(e) termination by the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the SEC, or any state securities or
insurance department or any other regulatory body, provided,
however, that the Company determines in its sole judgment
exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the
ability of the Fund or Underwriter to perform its obligations
under this Agreement; or
(f) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Designated Portfolio in
the event that such Designated Portfolio ceases to qualify as
a Regulated Investment Company under Subchapter M or fails to
comply with the Section 817(h) diversification requirements
specified in Article VI hereof, or if the Company reasonably
believes that such Designated Portfolio may fail to so qualify
or comply; or
(g) termination by the Fund or Underwriter by written notice to
the Company in the event that the Contracts fail to meet the
qualifications specified in Article VI hereof; or
(h) termination by either the Fund or the Underwriter by written
notice to the Company, if either one or both of the Fund or
the Underwriter respectively, shall determine, in their sole
judgment exercised in good faith, that the Company has
suffered a material adverse change in its business,
operations, financial condition, or prospects since the date
of this Agreement or is the subject of material adverse
publicity; or
(i) termination by the Company by written notice to the Fund and
the Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that the Fund or the
Underwriter has suffered a material adverse change in its
business, operations, financial condition or prospects since
the date of this Agreement or is the subject of material
adverse publicity; or
(j) termination by the Fund or the Underwriter by written notice
to the Company, if the Company gives the Fund and the
Underwriter the written notice specified in Section 1.11
hereof and at the time such notice was given
<PAGE>
- 17 -
there was no notice of termination outstanding under any other
provision of this Agreement; provided, however, any
termination under this Section 10.1(j) shall be effective
forty-five days after the notice specified in Section 1.11 was
given.
10.2 Effect of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, the owners of the Existing Contracts may be permitted
to reallocate investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts. The parties agree that this Section 10.2 shall not apply to
any termination under Article VII and the effect of such Article VII termination
shall be governed by Article VII of this Agreement. The parties further agree
that this Section 10.2 shall not apply to any termination under Section 10.1(g)
of this Agreement.
10.3 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"), or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Underwriter 90 days notice of its intention to do so.
10.4 Notwithstanding any termination of this Agreement, each party's
obligation under Article VIII to indemnify the other parties shall survive.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
T. Rowe Price International Series, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Attention: Henry H. Hopkins, Esq.
If to the Company:
SMA Life Assurance Company
440 Lincoln Street
Worcester, Massachusetts 01653
Attention: Eric S. Levy
<PAGE>
- 18 -
If to Underwriter:
T. Rowe Price Investment Services
100 East Pratt Street
Baltimore, Maryland 21202
Attention: Terrie Westren
Copy to: Henry H. Hopkins, Esq.
ARTICLE XII. Miscellaneous
12.1 All persons dealing with the Fund must look solely to the property of
such Fund, and in the case of a series company, the respective Designated
Portfolio listed on Schedule A hereto as though such Designated Portfolio had
separately contracted with the Company and the Underwriter for the enforcement
of any claims against the Fund. The parties agree that neither the Board,
officers, agents or shareholders assume any personal liability or responsibility
for obligations entered into by or on behalf of the Fund.
12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as such information may come into the
public domain.
12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD, and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the Delaware Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable annuity
operations of the Company are being conducted in a manner consistent with the
Delaware variable annuity laws and regulations and any other applicable law or
regulations.
12.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies, and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
<PAGE>
- 19 -
12.8 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
COMPANY: SMA LIFE ASSURANCE COMPANY
By its authorized officer
By: /s Ruben P. Moreno
------------------------------------
Title: VP Finance
---------------------------------
Date: 5/2/95
----------------------------------
FUND: T. ROWE PRICE INTERNATIONAL SERIES, INC.
By its authorized officer
By: /s/ [Illegible]
------------------------------------
Title: Vice President
---------------------------------
Date: April 26, 1995
----------------------------------
UNDERWRITER: T. ROWE PRICE INVESTMENT SERVICES, INC.
By its authorized officer
By: /s/ [Illegible]
------------------------------------
Title: Vice President
---------------------------------
Date: April 26, 1995
----------------------------------
<PAGE>
SCHEDULE A
Pending issuance of the Shared Funding Order, the Underwriter shall not
sell to the Company, and the Fund shall not make available for purchase to the
Company, shares of the Designated Portfolio for variable life insurance
Contracts supported wholly or partially by the Accounts.
<TABLE>
<CAPTION>
Name of Separate Account and Contracts Funded by
Date Established by Board of Directors Separate Account Designated Portfolios
-------------------------------------- ---------------- ---------------------
<S> <C> <C>
Separate Account VA-K of SMA Life Assurance ExecAnnuity Plus T. Rowe Price International Series, Inc.
Company, November 1, 1990 33-39702 o T. Rowe Price International
811-6293 Stock Portfolio
Allmerica Select Separate Account of SMA Life Allmerica Select T. Rowe Price international Series, Inc.
Assurance Company, March 5, 1992 33-47216 o T. Rowe Price International Stock
811-6632 Portfolio
VEL Account of SMA Life Assurance Company, April VEL '87 T. Rowe Price international Series, Inc.
27, 1987 33-14672 o T. Rowe Price International
811-5183 Stock Portfolio
VEL Account of SMA Life Assurance Company, April VEL '91 T. Rowe Price international Series, Inc.
27, 1987 33-90320 o T. Rowe Price International
811-5183 Stock Portfolio
VEL Account of SMA Life Assurance Company, April VEL Plus T. Rowe Price international Series, Inc.
27, 1987 33-42687 o T. Rowe Price International
811-5183 Stock Portfolio
VEL II Account of SMA Life Assurance Company, VEL '93 T. Rowe Price international Series, Inc.
January 21, 1993 33-57792 o T. Rowe Price International
811-7466 Stock Portfolio
Inheiritage Account of SMA Life Assurance Company, Variable Inheiritage T. Rowe Price international Series, Inc.
September 15, 1993 33-70948 o T. Rowe Price International
811-8120 Stock Portfolio
Group VEL Account of SMA Life Assurance Company, Group VEL T. Rowe Price international Series, Inc.
November 22, 1993 33-82658 o T. Rowe Price International
811- Stock Portfolio
Allmerica Select Separate Account II of SMA Life Select VEL T. Rowe Price international Series, Inc.
Assurance Company, October 12, 1993 33-83604 o T. Rowe Price International Stock
811- Portfolio
</TABLE>
<PAGE>
LETTER AGREEMENT
June 4, 1997
Allmerica Financial Life Insurance and Annuity Company
First Allmerica Financial Life Insurance Company
Ladies and Gentlemen:
Effective as of October 1, 1996, this letter sets forth the agreement
("Agreement") between Allmerica Financial Life Insurance and Annuity Company
(formerly known as SMA Life Assurance Company) ("Company A") and First Allmerica
Financial Life Insurance Company (formerly known as State Mutual Life Assurance
Company of America) ("Company B") (each a "Company" and collectively "you,"
"your" or the "Companies"), on the one hand, and Rowe Price-Fleming
International, Inc. ("RPFI") (referred to as "we," or "RPFI") on the other ,
concerning certain administrative services to be provided by each of you, with
respect to the T. Rowe Price International Series, Inc. (the "Fund").
1. THE FUND. The Fund is a Maryland Corporation registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company
Act of 1940, as amended (the "Act") as an open-end diversified management
investment company. The Fund serves as a funding vehicle for variable
annuity contracts and variable life insurance contracts and, as such,
sells its shares to insurance companies and their separate accounts. With
respect to various provisions of the Act, the SEC requires that owners of
variable annuity contracts and variable life insurance contracts be
provided with materials and rights afforded to shareholders of a
publicly-available SEC-registered mutual fund.
2. THE COMPANIES. Company A is a Delaware life insurance company, and Company
B is a Massachusetts life insurance company. Each Company issues
variable annuity contracts (the "Contracts") supported by one or more
separate accounts (individually a "Separate Account" and collectively the
"Separate Accounts") which are registered with the SEC as unit investment
trusts, or which are properly exempt from registration. Each of the
Companies has entered into a participation agreement with the Fund
(individually a "Participation Agreement" and collectively the
"Participation Agreements") pursuant to which each Company purchases shares
of the T. Rowe Price International Stock Portfolio of the Fund for the
Separate Accounts supporting the Company's Contracts.
<PAGE>
Allmerica Financial Life Insurance and Annuity Company
First Allmerica Financial Life Insurance Company
June 4, 1997
Page 2
3. RPFI. RPFI serves as the investment adviser to the T. Rowe Price
International Series, Inc. RPFI supervises and assists in the overall
management of the Fund's affairs under an investment management agreement
with the Fund (the "Management Agreement"), subject to the overall
authority of the Fund's Board of Directors in accordance with Maryland law.
Under the Management Agreement, RPFI is compensated for providing
investment advisory and certain administrative services (either directly or
through affiliates).
4. ADMINISTRATIVE SERVICES. You have agreed to assist us, as we may request
from time to time, with the provision of administrative services to the
Fund, as they may relate to the investment in a Fund by the Separate
Accounts. It is anticipated that such services may include (but shall not
be limited to): the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holder of the Contracts
supported by the Separate Accounts; the maintenance of separate records for
each holder of the Contracts reflecting shares purchased and redeemed and
share balances; the preparation of various reports for submission to Fund
directors; the provision of advice and recommendations concerning the
operation of the series of the Funds as funding vehicles for the Contracts;
the provision of shareholder support services with respect to the Separate
Account portfolios serving as funding vehicles for the Contracts; telephone
support for holders of Contracts with respect to inquiries about the Fund;
and the provision of other administrative services as shall be mutually
agreed upon from time to time.
5. PAYMENT FOR ADMINISTRATIVE SERVICES. In consideration of the
administrative services to be provided by each of the Companies, we
shall make payments to each of the Companies on a quarterly basis
("Payments") from our assets, including our bona fide profits as investment
adviser to the Fund, an amount equal to 15 basis points (0.15%) per annum
of the average aggregate net asset value of shares of the Fund held by
the Separate Accounts under the Participation Agreements, PROVIDED,
HOWEVER, that such payments shall only be payable with respect to the Fund
for each calendar quarter during which the aggregate dollar value of shares
of the Fund purchased pursuant to a Participation Agreement by the
insurance companies in the aggregate exceeds $50,000,000. Subject to the
terms of paragraph 6 hereof, RPFI shall be responsible for payments due
pursuant to this Paragraph 5 with respect to the purchase of shares of the
Fund managed by RPFI. For purposes of computing the payment to each
Company contemplated under this Paragraph 5, the average aggregate net
asset value of shares of the Fund held by the Separate Accounts over a
quarterly period shall be computed by totaling each Separate Account's
aggregate investment (share net asset value multiplied by total number of
shares held by the Separate Account) on each business day during the
calendar quarter, and dividing by the total number of business days during
such quarter. The Payments contemplated by this Paragraph 5 shall be
calculated by RPFI at the end of each calendar quarter and will be paid to
each Company within 30 business days thereafter.
<PAGE>
Allmerica Financial Life Insurance and Annuity Company
First Allmerica Financial Life Insurance Company
June 4, 1997
Page 3
6. UNIFIED PAYMENT PROCEDURE. You have agreed that in order to simplify the
procedure by which Payments required to be made by RPFI pursuant to
Paragraph 5 hereof are made to the Companies, the obligations of RPFI to
make such Payments to each Company can be fulfilled by the remittance of a
single, unified Payment (the "Unified Payment"). The Unified Payment shall
be made by RPFI to Company A, accompanied by a written statement setting
forth the respective amounts due to each of the Companies. Company A in
turn, agrees that it will remit Company B's portion of each Unified Payment
to Company B as soon as practicable after Company A's receipt of such
Unified Payment, unless a different arrangement is agreed to between
Company A and Company B. Company B agrees that the obligation of RPFI to
make payments to it pursuant to paragraph 5 hereof shall be satisfied upon
receipt of the applicable Unified Payment by Company A.
7. NATURE OF PAYMENTS. The parties to this Agreement recognize and agree that
RPFI's payments to the Companies relate to administrative services only and
do not constitute payment in any manner for investment advisory services or
for costs of distribution of the Contracts or of Fund shares; and further,
that these payments are not otherwise related to investment advisory or
distribution services or expenses, or administrative services which RPFI is
required to provide to owners of the Contracts pursuant to the terms
thereof. You represent that you may legally receive the payments
contemplated by the Agreement.
8. TERM. This Agreement shall remain in full force and effect for an initial
term of two years, and shall automatically renew for successive one-year
periods unless any party informs each of the other parties upon 60-days
written notice of its intent not to continue this Agreement. This
Agreement and all obligations hereunder shall terminate automatically with
respect to a Company and its relationship with a Fund upon the redemption
of the Company's and its Separate Accounts investment in the Fund, or upon
termination of the Company's Participation Agreement with the Fund.
9. AMENDMENT. This Agreement may be amended only upon mutual agreement
of all of the parties hereto in writing.
10. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together
constitute one and the same instrument.
<PAGE>
Allmerica Financial Life Insurance and Annuity Company
First Allmerica Financial Life Insurance Company
June 4, 1997
Page 4
If this Agreement is consistent with your understanding of the matters we
discussed concerning your administrative services, kindly sign below and return
a signed copy to us.
Very truly yours,
ROWE PRICE-FLEMING
INTERNATIONAL, INC.
By: /s/ Nancy M. Morris
------------------------------------------
Name: Nancy M. Morris
----------------------------------------
Title: Vice President
----------------------------------------
Acknowledged and Agreed to:
ALL MERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
By: /s/ Richard M. Reilly
------------------------------
Name: Richard M. Reilly
------------------------------
Title: President
------------------------------
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By: /s/ Richard M. Reilly
------------------------------
Name: Richard M. Reilly
------------------------------
Title: Vice President
------------------------------
<PAGE>
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Print clearly in black ink. Worcester, MA 01653
- --------------------------------------------------------------------------------
1. THE PROPOSED INSURED
- --------------------------------------------------------------------------------
First Middle Initial Last
----------------------------------------------------------------------------
Residence
----------------------------------------------------------------------------
City or Town State Zip
----------------------------------------------------------------------------
Social Security Number Date of Birth
------------------------------------------ ------/ -------/ -------
Duties/Title
----------------------------------------------------------------------------
Sex __ Male __ Female
- --------------------------------------------------------------------------------
2. THE EMPLOYER
- --------------------------------------------------------------------------------
Firm Name
- --------------------------------------------------------------------------------
Street Address
- --------------------------------------------------------------------------------
City State Zip
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. LIFE INSURANCE BENEFIT
- --------------------------------------------------------------------------------
3a Benefit applied for $ ___________________________
Consisting of
$ _____________________ Simplified Underwriting
$ _____________________ Modified Underwriting (Complete Part 1A)
$ _____________________ Regular Underwriting (Complete Part 1A and
Regular Part II)
3b Death Benefit Option
Option 2 unless otherwise indicated
- --------------------------------------------------------------------------------
4. ADDITIONAL INSURANCE BENEFITS
- --------------------------------------------------------------------------------
__ Waiver of Insurance Charges
__ Living Benefits Rider
__ Other ___________________________________
Application for Flexible Premium Variable Life Insurance Policy
- -- Employee Benefit Series -- Part I VEL PLUS
- --------------------------------------------------------------------------------
5. PREMIUM
- --------------------------------------------------------------------------------
5a Payment Mode:
__ Annual __ Semi-Annual
__ Quarterly __ MAP __ Other
Existing MAP or List Bill No. __________________
5b Amount $_______________________________
- --------------------------------------------------------------------------------
6. OWNER
- --------------------------------------------------------------------------------
Name _______________________________________________________________________
Address ____________________________________________________________________
---------------------------------------------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7. ELIGIBILITY
- --------------------------------------------------------------------------------
7a Eligibility Date _____/ _______/________
(If either b or c is "No," Complete Part IA.)
7b During the last 6 months has the proposed insured been present at work on
each workday, except for absences of not more than 5 consecutive days
which were due to illness or injury.
__ Yes __ No
7c Is the proposed insured performing all of the regular duties of his or
her occupation at the usual place of employment on a full-time work
schedule which is in no way curtailed or altered because of health?
__ Yes __ No
- --------------------------------------------------------------------------------
8. SMOKING STATUS
- --------------------------------------------------------------------------------
Has the proposed insured smoked one or more cigarettes in the last 12
months?
__ Yes __ No
- --------------------------------------------------------------------------------
9. REPLACEMENT
- --------------------------------------------------------------------------------
Will the proposed policy replace any existing annuity or life insurance
policy?
__ Yes __ No
(If yes, list company name, plan and year of issue.)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10. BENEFICIARY
- --------------------------------------------------------------------------------
10a Primary Beneficiary Relationship
--------------------------------------------------------------------------
__ ______ day Common Disaster Clause
10b Contingent Beneficiary
--------------------------------------------------------------------------
SML-1293 (Rev 9/95)
<PAGE>
- --------------------------------------------------------------------------------
11. SPECIAL REQUEST
- --------------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
12. IMPORTANT INFORMATION
- --------------------------------------------------------------------------------
All statements made in this application are true to the best of my knowledge
and belief. I understand that this application consists of Part I and, if
applicable, Parts IA and II. The application will become a part of the
policy.
If the answers to questions 7b and 7c are "yes," the simplified
underwriting benefit shall begin on the date of this Part I if it is within
30 days of the eligibility date. In all other instances, insurance benefits
shall begin on the date of the latter of Parts I, IA or II if the proposed
insured is insurable on a standard basis. If the proposed insured is not
insurable on a standard basis, insurance benefits shall be provided only if:
(1) the Company approves the application; (2) a policy is delivered and
accepted; and (3) the first premium is paid. No registered representative is
authorized to modify or alter the terms of this application or any policy.
It is further understood that any person who, knowingly and with intent to
defraud, submits an application containing false or deceptive statements is
guilty of insurance fraud.
- --------------------------------------------------------------------------------
13. SIGNATURES
- --------------------------------------------------------------------------------
Signature of Proposed Insured Signed at (City and State)
----------------------------------- -----------------------------------
Signature of Owner, if not the Date
proposed insured
----------------------------------- -----------------------------------
- --------------------------------------------------------------------------------
14. HOME OFFICE AMENDMENTS AND CORRECTIONS/ADMINISTRATIVE PURPOSE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. FOR REGISTERED REPRESENTATIVE USE ONLY
- --------------------------------------------------------------------------------
15a Have you reviewed the Annuity and Life Insurance Replacement Regulation
of the state in which this business was written and do you understand
the definition of Replacement as set forth therein?
__ Yes __ No
15b To the best of your knowledge, will the policy being applied for replace
life insurance or annuity policies in this or any other company? If yes,
list policies in section 9.
__ Yes __ No
It is hereby stated that (We) (I) personally solicited this application and,
except as specified below, no other registered representative has any
commission interest in this sale. It is certified that the information
supplied by the proposed insured has been truly and accurately recorded. (If
more than one registered representative, indicate split, otherwise the
Company assumes that any division of commission is in equal shares.)
- --------------------------------------------------------------------------------
Date Signature of Registered Representative % Print Full Name Code Agency
- --------------------------------------------------------------------------------
Date Signature of Registered Representative % Print Full Name Code Agency
- --------------------------------------------------------------------------------
Date Signature of Registered Representative % Print Full Name Code Agency
- --------------------------------------------------------------------------------
Date Signature of Registered Representative % Print Full Name Code Agency
- --------------------------------------------------------------------------------
<PAGE>
Allmerica Financial Life Insurance Supplement to Application for
and Annuity Company Flexible Premium Variable Life
440 Lincoln Street Insurance
Worcester, MA 01653
Proposed Insured______________________________
- --------------------------------------------------------------------------------
1. ALLOCATION OF NET PREMIUM
- --------------------------------------------------------------------------------
The Payor Option is elected if the Payor's name and address are listed
below:
----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
I direct that the Company mail all premium notices to the Payor while the
Payor Option is in effect. The premium notices will include the insurance
charges and administrative charges to be paid by me and the Payor. The net
premiums paid for administrative charges and insurance charges shall be
allocated to a portion of the Allmerica Investment Trust Money Market Fund
(called the "monthly deduction sub-account") while the Payor Option is in
effect.
(NOTE: Please indicate below how the net premiums not allocated to the
"monthly deduction sub-account" will be allocated to the General Account and
appropriate sub-accounts of the Variable Account. This allocation shall
apply to the entire net premiums if the Payor Option is not elected. Whole
percentages must total 100%. Please refer to the Prospectuses for a
definition of "net premium" and for information about the General Account
and other sub-accounts of the Variable Account.)
____________% General Account
____________% GROWTH FUND* (Sub-Account 1)
____________% INVESTMENT GRADE INCOME FUND* (Sub-Account 2)
____________% MONEY MARKET FUND* (Sub-Account 3)
____________% EQUITY INDEX FUND* (Sub-Account 4)
____________% GOVERNMENT BOND FUND* (Sub-Account 5)
____________% SELECT AGGRESSIVE GROWTH FUND* (Sub-Account 6)
____________% SELECT GROWTH FUND* (Sub-Account 7)
____________% SELECT GROWTH AND INCOME FUND* (Sub-Account 8)
____________% SMALL CAP VALUE FUND* (Sub-Account 9)
____________% HIGH INCOME PORTFOLIO OF VIPF** (Sub-Account 102)
____________% EQUITY-INCOME PORTFOLIO OF VIPF** (Sub-Account 103)
____________% GROWTH PORTFOLIO OF VIPF** (Sub-Account 104)
____________% OVERSEAS PORTFOLIO OF VIPF** (Sub-Account 105)
____________% INTERNATIONAL EQUITY SERIES*** (Sub-Account 207)
------------% ------------------------------------------------
------------% ------------------------------------------------
100% TOTAL
* Allmerica Investment Trust
** Variable Insurance Products Fund from Fidelity Management &
Research Company
*** Delaware Group Premium Fund, Inc.
I understand that funds may be deposited to a maximum of seven sub-accounts (six
sub-accounts if I elect the Payor Option). All net payments will be allocated to
the General Account unless I specify otherwise.
(Continued on back. Complete Registered Representative's Report on back of
this form for NASD required information)
SML-1293A Rev 9/95
<PAGE>
- --------------------------------------------------------------------------------
2. MONTHLY INSURANCE AND ADMINISTRATIVE CHARGES
- --------------------------------------------------------------------------------
Monthly insurance and administrative charges will be deducted from that
portion of the Allmerica Investment Trust Money Market Fund into which payor
premiums are allocated while the Payor Option is in effect; otherwise these
charges will be deducted pro-rata from all sub-accounts noted on the front
of this form unless otherwise indicated by written request.
I acknowledge receipt of the Prospectuses for the Allmerica Financial Life
Insurance and Annuity Company Flexible Premium Variable Life Insurance, the
Allmerica Investment Trust, the Variable Insurance Products Fund, and the
Delaware Group Premium Fund, Inc.
I UNDERSTAND THAT THE DEATH BENEFIT AND DURATION OF COVERAGE FOR THE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY APPLIED FOR MAY INCREASE OR
DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS OF THE
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY VARIABLE LIFE
ACCOUNT.
I UNDERSTAND THAT THE POLICY VALUE FOR THE FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE
INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS OF THE ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY VARIABLE LIFE ACCOUNT, AND ARE NOT GUARANTEED
AS TO DOLLAR AMOUNT. THERE IS NO GUARANTEED MINIMUM POLICY VALUE.
I believe that a Flexible Premium Variable Life Insurance policy is
consistent with my investment objectives and financial needs.
Signature of Proposed Insured Signature of Owner (if other than
Proposed Insured)
____________________________________ _____________________________________
Signed at (City and State) Date
____________________________________ _____________________________________
- --------------------------------------------------------------------------------
3. SPECIAL REQUESTS
- --------------------------------------------------------------------------------
___________________________________________________________________________
___________________________________________________________________________
- --------------------------------------------------------------------------------
REGISTERED REPRESENTATIVE'S REPORT
- --------------------------------------------------------------------------------
1. The Owner __ is __ is not an associated person of another broker/dealer.
2. Based on information furnished by the Owner, I believe that a Flexible
Premium Variable Life Insurance policy is consistent with the Owner's
investment objectives for (state objectives):
_____________________________________________________________________________
_____________________________________________________________________________
3. The Owner's tax status is (indicate tax bracket and any other pertinent tax
information):
_____________________________________________________________________________
4. I certify that reasonable effort was made to obtain and record information
pertaining to the suitability of this application.
5. I further certify that the Prospectuses were delivered, and that no
written sales materials were used other than those furnished or approved
by the Principal Office.
Signature Underwriting Approval
____________________________________ ______________________________________
Registered Representative (Completed in Principal Office)
<PAGE>
Allmerica Financial Life Insurance and Application for Employee Benefit
Annuity Company 440 Lincoln Street Series Policy -- Part IA
Worcester, MA 01653
Print clearly in black ink.
- --------------------------------------- --------------------------------------
1. INFORMATION ABOUT PROPOSED 2. INFORMATION ABOUT PROPOSED
INSURED'S HEALTH INSURED'S ACTIVITIES
- --------------------------------------- --------------------------------------
1a Has the proposed insured been 2a Within the last 3 years has
attended by or consulted any the proposed insured had
physician during the past 5 his/her motor vehicle license
years? suspended or revoked?
__ Yes __ No __ Yes __ No
1b Has the proposed insured ever 2b Does the proposed insured
had any of the following intend to travel or reside
conditions? outside the United States or
Heart Disease __ Yes __ No Canada?
Kidney Disorder __ Yes __ No __ Yes __ No
Cancer __ Yes __ No
Diabetes __ Yes __ No 2c Within the last 2 years
has the proposed insured
participated in or intend to
participate in scuba diving,
parachuting, any form or
motor racing or similar
activities?
1c In the past 10 years has a __ Yes __ No
member of the medical
profession diagnosed or 2d Within the last 2 years
treated the proposed insured has the proposed insured
for immune system disorder, flown as a trainee, pilot or
including acquired immune crew member or contemplate
deficiency syndrome (AIDS) or such flights in the future?
AIDS-related complex (ARC)? If "Yes", complete Aviation
__ Yes __ No Supplement.
__ Yes __ No
- --------------------------------------------------------------------------------
3. EXPLANATION OF "YES" ANSWERS IN SECTIONS 1 AND 2
- --------------------------------------------------------------------------------
Please provide the names and addresses of all health care providers (e.g.
physicians, hospitals, etc.). Indicate dates of treatment and describe any
diagnosis, treatment and recommendations.
- --------------------------------------------------------------------------------
4. AUTHORIZATION TO OBTAIN INFORMATION
- --------------------------------------------------------------------------------
To all physicians, medical professionals, hospitals, clinics, other health
care providers, insurers, employers, group policyholders, Medical
Information Bureau, Inc. (MIB), and consumer reporting agencies: I authorize
you to give Allmerica Financial Life Insurance and Annuity Company or its
legal agent: (a) all information you have as to illness, injury, medical
history, psychiatric, drug or alcohol abuse treatment of the proposed
insured; and (b) any non-medical information which Allmerica Financial Life
Insurance and Annuity Company believes it needs to perform the business
functions described below. The information obtained will be used to
determine if the proposed insured is insurable. It will also be used for any
other business or legal purpose which relates to the contract. I know and
agree that Allmerica Financial Life Insurance and Annuity Company may
disclose all or part of the information to: its affiliated companies, any
reinsurer, any party which performs business or legal functions for
Allmerica Financial Life Insurance and Annuity Company, MIB, or other
companies to which I may apply for information or with which I may have
insurance.
This form will be valid for 30 months. I know that I may request a copy of
it. I agree that a photocopy is as valid as the original. I HAVE RECEIVED
"DISCLOSURE NOTICE TO PERSONS REQUESTING INSURANCE."
Signature of Proposed Insured Print Name of Proposed Insured
_________________________________ _____________________________________
Signed at (City and State) Date
_________________________________ _____________________________________
SML-1284 Rev 9/95
<PAGE>
Allmerica Financial Life Insurance and Application for Employee Benefit
Annuity Company 440 Lincoln Street Series Policy -- Part IA
Worcester, MA 01653
Print clearly in black ink.
- --------------------------------------- --------------------------------------
1. INFORMATION ABOUT PROPOSED 2. INFORMATION ABOUT PROPOSED
INSURED'S HEALTH INSURED'S ACTIVITIES
- --------------------------------------- --------------------------------------
1a Has the proposed insured been 2a Within the last 3 years has
attended by or consulted any the proposed insured had
physician during the past 5 his/her motor vehicle license
years? suspended or revoked?
__ Yes __ No __ Yes __ No
1b Has the proposed insured ever 2b Does the proposed insured
had any of the following intend to travel or reside
conditions? outside the United States or
Heart Disease __ Yes __ No Canada?
Kidney Disorder __ Yes __ No __ Yes __ No
Cancer __ Yes __ No
Diabetes __ Yes __ No 2c Within the last 2 years
has the proposed insured
participated in or intend to
participate in scuba diving,
parachuting, any form or
motor racing or similar
activities?
1c In the past 10 years have __ Yes __ No
you been told you had or been
treated for immune system 2d Within the last 2 years
disorder including acquired has the proposed insured
immune deficiency syndrome flown as a trainee, pilot or
(AIDS) or AIDS related crew member or contemplate
complex (ARC)? such flights in the future?
__ Yes __ No If "Yes", complete Aviation
Supplement.
__ Yes __ No
- --------------------------------------------------------------------------------
3. EXPLANATION OF "YES" ANSWERS IN SECTIONS 1 AND 2
- --------------------------------------------------------------------------------
Please provide the names and addresses of all health care providers (e.g.
physicians, hospitals, etc.). Indicate dates of treatment and describe any
diagnosis, treatment and recommendations.
- --------------------------------------------------------------------------------
4. AUTHORIZATION TO OBTAIN INFORMATION
- --------------------------------------------------------------------------------
To all physicians, medical professionals, hospitals, clinics, other health
care providers, insurers, employers, group policyholders, Medical
Information Bureau, Inc. (MIB), and consumer reporting agencies: I authorize
you to give Allmerica Financial Life Insurance and Annuity Company or its
legal agent: (a) all information you have as to illness, injury, medical
history, psychiatric, drug or alcohol abuse treatment of the proposed
insured; and (b) any non-medical information which Allmerica Financial Life
Insurance and Annuity Company believes it needs to perform the business
functions described below. The information obtained will be used to
determine if the proposed insured is insurable. It will also be used for any
other business or legal purpose which relates to the contract. I know and
agree that Allmerica Financial Life Insurance and Annuity Company may
disclose all or part of the information to: its affiliated companies, any
reinsurer, any party which performs business or legal functions for
Allmerica Financial Life Insurance and Annuity Company, MIB, or other
companies to which I may apply for information or with which I may have
insurance.
This form will be valid for 30 months. I know that I may request a copy of
it. I agree that a photocopy is as valid as the original. I HAVE RECEIVED
"DISCLOSURE NOTICE TO PERSONS REQUESTING INSURANCE."
Signature of Proposed Insured Print Name of Proposed Insured
_________________________________ _____________________________________
Signed at (City and State) Date
_________________________________ _____________________________________
SML-1284-95 Rev 9/95
<PAGE>
April 15, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
RE: VEL (PLUS) ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
FILE NO.'S: 33-42687 AND 811-5183
Gentlemen:
In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of this
Post-Effective Amendment to the Registration Statement for the VEL Account on
Form S-6 under the Securities Act of 1933 with respect to the Company's
individual flexible premium variable life insurance policies.
I am of the following opinion:
1. The VEL Account is a Separate Account of the Company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.
2. The assets held in the VEL Account equal to the reserves and other Policy
liabilities of the Policies which are supported by the VEL Account are
not chargeable with liabilities arising out of any other business the
Company may conduct.
3. The individual flexible premium variable life insurance policies, when
issued in accordance with the Prospectus contained in the Registration
Statement and upon compliance with applicable local law, will be legal and
binding obligations of the Company in accordance with their terms and when
sold will be legally issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement of the VEL Account on
Form S-6 filed under the Securities Act of 1933.
Very truly yours,
/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
Assistant Vice President and Counsel
<PAGE>
April 15, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: VEL (PLUS) ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
FILE NO.'S: 33-42687 AND 811-5183
Gentlemen:
This opinion is furnished in connection with the filing by Allmerica Financial
Life Insurance and Annuity Company of a post-effective amendment to the
Registration Statement on Form S-6 of its flexible premium variable life
insurance policies ("Policies") allocated to the VEL Account under the
Securities Act of 1933. The prospectus included in the post-effective amendment
to the Registration Statement describes the Policies. I am familiar with and
have provided actuarial advice concerning the preparation of the post-effective
amendment to the Registration Statement, including exhibits.
In my professional opinion, the illustration of death benefits and cash values
included in Appendix C of the prospectus, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Policy. The rate
structure of the Policies has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a Policy for a person age 30 or a person
age 45 than to prospective purchasers of Policies for people at other ages or
underwriting classes.
I am also of the opinion that the aggregate fees and charges under the Policy
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.
I hereby consent to the use of this opinion as an exhibit to the post-effective
amendment to the Registration Statement.
Sincerely,
/s/ William H. Mawdsley
William H. Mawdsley, FSA, MAAA
Vice President and Actuary
<PAGE>
Description of Issuance, Transfer
and Redemption Procedures for VEL Policies
Offered by the VEL Account of SMA Life Assurance Company
Pursuant to Rule 6e-3(T)(b)(12)(ii)
under the Investment Company Act of 1940
The VEL Account of SMA Life Assurance Company is registered under the
Investment Company Act of 1940 ("1940 Act") as a unit investment trust. Within
the VEL Account are ten Sub-Accounts. Procedures apply equally to each
subaccount and for purposes of this description are defined in terms of the VEL
Account, except where a discussion of both the VEL Account and the individual
Sub-Accounts is necessary. Each Sub-Account invests in shares of a corresponding
investment division either of the SMA Investment Trust ("SMAIT") or of Variable
Insurance Products Fund ("VIPF") from Fidelity Management & Research Company
("Fidelity Management"), each of which is a "series" type of mutual fund
registered under the 1940 Act. The investment experience of a Sub-Account of the
VEL Account depends on the market performance of its corresponding investment
division of the Trust or VIPF. Although flexible premium variable life insurance
policies funded through the VEL Account may also provide for fixed benefits
supported by the insurer's general account, this description assumes that net
premiums are allocated exclusively to the VEL Account and that all transactions
involve only the Sub-Accounts of the VEL Account, except as otherwise explicitly
stated herein.
I. "Public Offering Price": Purchase and Related Transactions -- Section
22(d) and Rule 22c-1
This section outlines policy provisions and administrative procedures
which might be deemed to constitute, either directly or indirectly, a
"purchase" transaction. Because of the insurance nature of the policies,
the procedures involved necessarily differ in certain significant respects
from the purchase procedures for mutual funds and annuity plans. The chief
differences revolve around the structure of the cost of insurance charges
and the insurance underwriting process. Certain policy provisions, such as
reinstatement and loan repayment, do not result in the issuance of a
policy but require certain payments by the policyowner and involve a
transfer of assets supporting policy reserve into the VEL Account.
a. Insurance Charges and Underwriting Standards
Premium payments are not limited as to frequency and number, but
there are limitations as to amount. No premium payment may be less
than $100 without the Company's consent, and the total of all
premiums paid can never exceed the then current maximum premiums
determined by Internal Revenue Service rules. If at any time a
premium is paid which would result in total premiums exceeding the
current maximum premium limitations, the Company will return the
amount in excess of such maximums to the policyowner.
The Policy will remain in force so long as the policy value less any
outstanding debt is sufficient to pay certain monthly charges
imposed in connection with the Policy. Cost of insurance charges for
the policies will not be the same for all policyowners. The
insurance principle of pooling and distribution of mortality risks
is based upon the assumption that each policyowner pays a cost of
insurance charge commensurate with the insured's mortality risk,
which is actuarially determined based upon factors such as age,
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 policyowners because different cost of
insurance rates will apply. Accordingly, while not all policyowners
will be subject to the same cost of insurance rate, there will be a
single "rate" for all policyowners in a given actuarial category.
The policies will be offered and sold pursuant to 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 policy.
b. Application and Initial Premium Processing
-1-
<PAGE>
Upon receipt of a completed application from a prospective
policyowner, the Company will follow certain insurance underwriting
procedures designed to determine whether the proposed insured is
insurable. This process may involve such verification procedures as
medical examinations and may require that further information be
provided by the proposed policyowner before a determination can be
made. A policy cannot be issued until this underwriting procedure
has been completed.
If at the time of Application a prospective Policyowner makes a
payment equal to at least one monthly deduction for the Policy as
applied for, the Company will provide fixed conditional insurance in
the amount of insurance applied for, up to a maximum of $500,000,
pending underwriting approval. If the application is approved, the
Policy will be issued as of the date the terms of the Conditional
Insurance Agreement were met. If the prospective Policyowner does
not wish to make any payment until the Policy is issued, upon
delivery of the Policy the Company will require payment of
sufficient premium to place the insurance in-force.
Pending completion of insurance underwriting and Policy issuance
procedures, the initial premium will be held in the Company's
General Account. If the application is approved and the Policy is
issued and accepted, the initial premium held in the General Account
will be credited with interest not later than the date of receipt of
the premium at the Company's Principal Office. Not later than three
days of underwriting approval of the policy, the amounts held in the
Company's General Account will be allocated to the Sub-Accounts
according to Policyowner's instructions, for that part of the total
amount allocated to the VEL Account which is less than $10,000. If
the amount allocated to the VEL Account exceeds $10,000 or if the
Policy provides for planned premium payments during the first year
of $5,000 semi-annually or $2,000 quarterly or monthly, the entire
amount will remain in the General Account until expiration of the
Free Look Period, as evidenced by a delivery receipt. Amounts
remaining in the General Account will continue to be credited
interest from date of receipt of the premium at the Principal
Office.
If a policy is not issued, the premiums will be returned to the
Applicant without interest.
These processing procedures are designed to provide insurance,
starting with the date of the application, to the proposed
policyowner in connection with payment of the initial premium and
will not dilute any benefit payable to any existing policyowner.
Although a policy cannot be issued until the underwriting process
has been completed, the proposed policyowner will receive immediate
insurance coverage, if he has paid an initial premium and proves to
be insurable. If the initial premium is not paid with the
application, variability of benefits will commence within three days
of underwriting approval, subject to the restrictions indicated
above.
The Company will require that the policy be delivered within a
specific delivery period to protect itself against anti-selection by
the prospective policyowner resulting from a deterioration of the
health of the proposed insured. Generally, the period will not
exceed the shorter of 30 days from the date the policy is issued and
75 days from the date of Part 2 of the Application.
c. Premium Allocation
"Net premiums" are credited to the policy as of the date the premium
payments are received by the Company, with the possible exception of
the first net premium. Net premiums are equal to the gross premiums
minus the premium tax charge. The premium tax charge includes all
applicable state and local taxes on premiums paid for this policy.
It will be adjusted to reflect any increase or decrease in the
applicable state or local premium tax rate.
The policyowner may allocate net premiums among the Company's
General Account and up to six Sub-Accounts of the VEL Account. The
policyowner may change the allocation of net premiums without charge
at any time by providing written notice to the Principal Office. The
change will be effective as of the date of receipt of the notice at
the Principal
-2-
<PAGE>
Office. The policyowner may transfer amounts among all of the
Sub-Accounts and the General Account, subject to certain
restrictions, but at no time may have allocations in more than six
Subaccounts.
d. Repayment of Loan
A loan made under this policy may be repaid with an amount equal to
the original loan plus loan interest.
When a loan is made, the Company will transfer from each Sub-Account
of the VEL Account to the General Account an amount of that
Sub-Account's policy value equal to the loan amount allocated to the
Sub-Account. Since the Company will credit such assets with interest
at 6%, which is below the 8% interest rate charged on the loan, the
Company will retain the difference between these rates in order to
cover certain expenses and contingencies. Upon repayment of debt,
the Company will reduce the policy value in the general account
attributable to the loan and transfer assets supporting
corresponding reserves to the Sub-Accounts according to either
policyowner's instruction or, if none, the premium payment
allocation percentages then in effect. Loan repayments allocated to
the VEL Account cannot exceed policy value previously transferred
from the VEL Account to secure the debt.
e. Policy Reinstatement
If the policy value on any monthly payment date is insufficient to
cover the monthly deduction, or if policy debt exceeds the policy
value less the surrender charge, the Company will notify the
policyowner and any assignee of record. The policyowner will then
have a grace period of 62 days, measured from the date the notice is
mailed, to make sufficient payments to prevent termination.
Failure to make a sufficient payment within the grace period will
result in termination of the Policy without any policy value. The
death benefit payable during the grace period will be reduced by any
overdue charges. If the insured dies during the grace period, the
death proceeds will still be payable, but any monthly deductions due
and unpaid through the policy month in which the Insured dies will
be deducted from the death proceeds.
If the Policy has not been surrendered and the Insured is alive, the
terminated Policy may be reinstated anytime within 3 years after the
date of default by submitting the following to the Company: (1) a
written application for reinstatement; (2) evidence of insurability
satisfactory to the Company; and (3) a premium that, after the
deduction of the premium expense charges, is large enough to cover
the minimum amount payable, as described below.
Minimum Amount Payable
Under the Policy, the policyowner must pay an amount sufficient to
pay the Monthly Deduction
The surrender charge on the date of reinstatement is the surrender
charge which would have been in effect had the Policy remained in
force from the date of issue.
Policy Value on Reinstatement - The policy value on the date of
reinstatement is:
(a) the net premium paid to reinstate the policy increased by
interest from the date the payment was received at our
principal office; plus
(b) an amount equal to the policy value less debt on the date of
default; minus
(c) the monthly deduction due on the date of reinstatement.
The policyowner may not repay or reinstate any debt outstanding on
the date of default or foreclosure.
-3-
<PAGE>
f. Correction of Misstatement of Age
If the Company discovers that the age of the insured has been
misstated, the death benefit and any rider benefits will be those
which would be purchased by the most recent deduction for the cost
of insurance and the cost of rider benefits at the correct age.
-4-
<PAGE>
g. Contestability
A policy is contestable for two years, measured from the issue date,
for material misrepresentations made in the initial application for
the policy. Policy changes may be contested for two years after the
effective date of a change, and a reinstatement may be contested for
two years after the effective date of reinstatement. No statement
will be used to contest a policy unless it is contained in an
application.
h. Reduction in Cost of Insurance Rate Classification
By administrative practice, the Company will reduce the cost of
insurance rate classification for an outstanding policy if new
evidence of insurability demonstrates that the policyowner qualifies
for a lower classification. After the reduced rating is determined,
the policyowner will pay a lower monthly cost of insurance charge
each month. If new evidence of insurability provided in connection
with an increase in face amount demonstrates that the policyowner is
in a higher risk classification, the higher cost of insurance rate
will apply only to the increase in face amount.
II. "Redemption Procedures": Surrender and Related Transactions
The policies provide for the payment of monies to a policyowner or
beneficiary upon presentation of a policy. Generally, except for the
payments of death proceeds, the imposition of cost of insurance and
administrative charges, and the possible effect of a contingent surrender
charge, the payee will receive a pro rata or proportionate share of the
VEL Account's assets, within the meaning of the 1940 Act, in any
transaction involving "redemption procedures". The amount received by the
payee will depend upon the particular benefit for which the policy is
presented, including, for example, the cash surrender value or death
benefit. There are also certain policy provisions (e.g., partial
withdrawals or the loan privilege) under which the policy will not be
presented to the Company but which will affect the policyowner's benefits
and may involve a transfer of the assets supporting the policy reserve out
of the VEL Account. Any combined transactions on the same day which
counteract the effect of each other will be allowed. The Company will
assume the policyowner is aware of the possible conflicting nature of the
transactions and desires their combined result. If a transaction is
requested which the Company will not allow (e.g., a request for a decrease
in face amount which lowers the face amount be below the stated minimum)
the Company will reject the whole transaction and not just the portion
which causes the disallowance. The policyowner will be informed of the
rejection and will have an opportunity to give new instructions.
a. Surrender for Cash Values
The Company will pay the net cash surrender value within seven days
after receipt, at its Principal Office, of the policy and a signed
request for surrender. Computations with respect to the investment
experience of each Sub-Account will be made at the close of trading
of the New York Stock Exchange on each day in which the degree of
trading in the corresponding portfolio might materially affect the
net return of the Sub-Account and on which the Company is open. This
will enable the Company to pay a net cash value on surrender based
on the next computed value after the surrender request is received.
For valuation purposes, the surrender is effective on the date the
Company receives the request at its Principal Office (although
insurance coverage ends the day the request is mailed).
The policy value (equal to the value of all accumulations in the VEL
Account) may increase or decrease from day to day depending on the
investment experience of the VEL Account. Calculation of the policy
value for any given day will reflect the actual premiums paid,
expenses charged and deductions taken. The Company will deduct a
charge for premium taxes from each premium payment to cover the tax
the Company must pay to states and other jurisdictions based on
premiums received. The balance (net premium) is allocated to the VEL
Account according to policyowner's instructions. The Company will
also make monthly deductions from a policy to cover the cost of
insurance and administrative expenses for the following month. The
first $25 administrative charge is designed to cover the expenses
incurred in issuing and administering a policy. After the first
twelve monthly deductions, the monthly administration charge is only
$5,
-5-
<PAGE>
and is designed to compensate the Company for administering and
maintaining a policy. Other possible deductions from the policy
(which will occur on a policy-specific basis) include a charge for
partial withdrawals, a charge for increases in face amount and a
charge for certain transfers.
In calculating the cash surrender value, a surrender charge
comprised of a contingent deferred sales load and a contingent
deferred administrative charge will be deducted from the policy if
the Policy is surrendered during the first ten policy years (120
policy months). The maximum surrender charge begins to decline by 1%
per month after the first 44 policy months and is reduced to zero
after 120 policy months.
The Company will make the payment of net cash surrender value out of
its General Account and, at the same time, transfer assets from the
VEL Account to the General Account in an amount equal to the policy
reserves in the VEL Account. If the policy is surrendered in the
first policy year, any unpaid first year monthly administrative
charges will be deducted at surrender, in addition to any contingent
surrender charges which may be applicable.
The maximum Surrender Charge calculated upon issuance of the Policy
is equal to the sum of $8.50 per thousand dollars of the initial
face amount plus 30% of the Guideline Annual Premium for Option I;
provided, however, that in accordance with limitations under state
insurance regulations, the amount of the Surrender Charge will not
exceed a specified amount per one thousand dollars of initial face
amount, as indicated on the policy and in the prospectus. The
maximum Surrender Charge remains level for the first 44 policy
months, reduces by 1% per month for the next 76 policy months, and
is zero thereafter. The actual Surrender Charge imposed may be less
than the maximum. The actual Surrender Charge will be the lesser of
either the maximum Surrender Charge or the sum of $8.50 per thousand
dollars of initial face amount plus 30% of premiums paid which are
associated with the initial face amount.
A separate Surrender Charge is imposed for each increase in face
amount. The maximum Surrender Charge for the increase is $8.50 per
thousand dollars of increase plus 30% of the Guideline Annual
Premium for the increase; provided, however, that the amount of the
Surrender Charge will not exceed a specified amount per one thousand
dollars of increase, as indicated in the policy and prospectus. This
maximum Surrender Charge remains level for the first 44 policy
months following the increase, reduces by 1% per month for the next
76 policy months, and is zero thereafter. The actual Surrender
Charge imposed may be less than the maximum. The actual Surrender
Charge is the lesser of either the maximum Surrender Charge or the
sum of (a) $8.50 per thousand dollars of increase, plus (b) 30% of
the policy value on the date of increase associated with the
increase in face amount, plus (c) 30% of premiums paid which are
associated with the increase. For purposes of calculating actual
Surrender Charges, premium and policy value will be allocated to the
initial face amount and subsequent increases in face amount
according to the ratio of the respective Guideline Annual Premiums.
A Surrender Charge also will be made on a decrease in the face
amount. In the event of a decrease, the Surrender Charge imposed is
proportional to the charge that would apply to a full surrender of
the Policy. If more than one Surrender Charge is in effect, (i.e.,
pursuant to one or more increases in the face amount of a Policy),
partial surrenders will be deemed attributable to that portion of
the face amount governed by the most recent Surrender Charge. Such
charges will be the Surrender Charge applicable to any increased
face amount plus a pro rata share of the Surrender Charge applicable
to a partial reduction in the initial face amount.
b. Charges on Partial Withdrawal
After the first policy year, partial withdrawals of surrender value
may be made. The minimum withdrawal is $500. Under Option 1, the
face amount is reduced by the amount of the partial withdrawal, and
a partial withdrawal will not be allowed if it would reduce the face
amount below $40,000. A transaction charge which is the smaller of
2% of the amount withdrawn or $25.00 will be assessed on each
partial withdrawal.
-6-
<PAGE>
A Partial Withdrawal Charge will also be deducted from policy value
when more than 10% of the policy value is withdrawn in a policy year
("excess withdrawal"). Thus, for each partial withdrawal the
Policyowner may withdraw an amount equal to 10% of the policy value
at that time less the total of any prior withdrawals in that policy
year which were not subject to the Partial Withdrawal Charge,
without incurring a Partial Withdrawal Charge. Any excess withdrawal
will be subject to the Partial Withdrawal Charge. The Partial
Withdrawal Charge is equal to 5 percent 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 surrender
charge on the date of withdrawal (i.e., 10 years have passed from
the date of issue and from the effective date of any increase in the
face amount).
This amount is not cumulative from policy year to policy year. In
other words, if only 8% of policy value were withdrawn in policy
year two, the amount the Policyowner could withdraw in subsequent
policy years would not be increased by the amount the Policyowner
did not withdraw in the second policy year.
The Policy's outstanding Surrender Charge will be reduced by the
amount of the Partial Withdrawal Charge deducted. The Partial
Withdrawal Charge deducted will decrease existing surrender charges
in the following order:
o first, the surrender charge for the most recent increase in
Face Amount;
o second, the surrender charges for the next most recent
increase successively;
o last, the surrender charge for the initial face amount.
c. Death Benefit
The Company will pay a death benefit to the beneficiary within seven
days after receipt, at its Principal Office, of the policy, due
proof of death of the insured, and all other requirements necessary
to make payment.
The death proceeds payable will depend on the option in effect at
the time of death. Under Option 1, the death benefit is the greater
of either the face amount of insurance or the guideline minimum sum
insured. Under Option 2, the death benefit is the greater of either
the face amount of insurance plus policy value or the guideline
minimum sum insured. The guideline minimum sum insured is calculated
by multiplying the applicable percentage from the following table
for the insured person's age (nearest birthday) at the beginning of
the policy year of determination to the policy value.
GUIDELINE MINIMUM SUM INSURED
TABLE
Age
of Insured on Percentage of
Date of Death Policy Value
------------- ------------
40 and less ............................... 250%
45: ....................................... 215%
50: ....................................... 185%
55: ....................................... 150%
60: ....................................... 130%
65: ....................................... 120%
70: ....................................... 115%
75: ....................................... 105%
80: ....................................... 105%
85: ....................................... 105%
90: ....................................... 105%
95: ....................................... 100%
For the ages not listed, the progression between the listed ages is
linear.
-7-
<PAGE>
The Company will make payment of the death proceeds out of its
general account, and will transfer assets from the VEL Account to
the general account in an amount equal to the reserve in the VEL
Account attributable to the Policy. The excess, if any, of the death
proceeds over the amount transferred will be paid out of the general
account reserve maintained for that purpose.
d. Default and Options on Lapse
The duration of insurance coverage depends upon the policy value
being sufficient to cover the monthly deductions. If the policy
value at the beginning of a month is less than the deductions for
that month, a grace period of 62 days will begin. Written notice
will be sent to the policyowner and any assignee on the Company's
records stating that such a grace period has begun and giving the
approximate amount of premium payment necessary to cover three
monthly deductions. If an amount sufficient to cover at least one
month is not received during the grace period, any policy value will
be withdrawn and the policy will terminate without value. Notice of
such termination will be sent to the owner and any assignee. If the
insured should die during the grace period, an amount sufficient to
cover the overdue monthly deductions and other charges will be
deducted from the death proceeds.
e. Policy Loan
The policies provide that in the first policy year, a policyowner
may take a loan of up to 75% of "a minus b", where "a" is policy
value less surrender charges and "b" is monthly deductions plus
interest on loans accrued to the end of the policy year. Thereafter,
90% of an amount equal to policy value less surrender charges may be
borrowed. The policy value for this purpose will be that next
computed after receipt, at the Principal Office, of a loan request.
Payment of the loan amount will be made to the policyowner within
seven days after such receipt.
The amount of any outstanding loan plus accrued interest is called
"debt". When a loan is made, the portion of the assets in the VEL
Account (which is a portion of the surrender value and which also
constitutes a portion of the reserves for the death benefit) equal
to the debt created thereby is transferred by the Company from the
VEL Account to the general account. Allocation of the loan among
Sub-Accounts will be according to the policyowner's request. If this
allocation is not specified or not possible, the loan will be
allocated based on the proportion the policy value in the General
Account, less debt, and the policy value in each Sub-Account bears
to the total policy value, less debt. Policy value in each
Sub-Account equal to the policy loan allocated to such Subaccount
will be transferred to the General Account, and the number of
Accumulation Units equal to the policy value so transferred will be
cancelled. Because of the transfer, a portion of the policy is not
variable during the loan period and, therefore, the death benefit
and the surrender value are permanently affected by any debt,
whether or not repaid in whole or in part. The Company credits the
policy value in the General Account attributable to the loan with a
rate of return equal to an effective annual yield of 6%, which is 2%
lower than the fixed interest rate charged on the loan.
Interest is payable in arrears at the annual rate of 8%. Interest is
payable at the end of each policy year or on a pro rata basis for
such shorter period as the loan may exist. Loan interest is due on
each policy anniversary. If not paid when due, it is added to the
loan principal and bears interest at the same rate of interest. If
the resulting loan principal exceeds the policy value in the General
Account the Company will transfer policy value equal to the excess
debt from the policy value in each Sub-Account to the General
Account; as security for the excess debt. The Company will allocate
the amount transferred among the Sub-Accounts in the same proportion
that the policy value in each Sub-Account bears to the total policy
values in all Sub-Accounts.
Failure to repay a loan will not necessarily terminate the policy.
If the surrender value is not sufficient to cover the monthly
deductions for the cost of insurance and administrative expenses,
the policy will go into a 62 day grace period as described above.
f. Transfers Among Subaccounts
-8-
<PAGE>
Amounts may be transferred, upon request, at any time from any Sub-
Account of the VEL Account to one or more other Sub-Accounts.
Transfers from a Sub-Account of the VEL Account will take effect as
of the receipt of a written request at the Principal Office. The
minimum amount allowed for a transfer is the lesser of $500 or the
total value in the Sub-Account. The first six transfers are free of
charge; however, the Company will make an administrative charge not
to exceed $25 for additional transfers in a policy year. Transfers
resulting from policy loans, the exercise of conversion rights, and
reallocation of policy value within 20 days of issue, will not be
subject to a transfer charge, and will not be counted for purposes
of the limitation on the number of "free" transfers allowed in each
policy year. If a policyowner elects to have automatic transfers
made each month, the first automatic transfer exceeding or changing
an automatic transfer authorization form counts as one transfer
towards the six free transfers allowed in each policy year; each
subsequent automatic transfer does not reduce the remaining number
of transfers which may be made without charge.
Transfer charges, if any, are allocated by policyowner request to
one Sub-Account. If an allocation is not specified or not possible
the allocations will be based on the proportion that the values in
each of the Sub-Accounts of the VEL Account bears to the total
unloaned policy value.
g. Right of Withdrawal Procedures
The policy provides that the policyowner may cancel it by returning
the policy along with a written request for cancellation to the
Principal Office by the latest of 1) 45 days after Part I of the
application was signed, 2) 10 days after the policyowner receives
the policy, or 3) 10 days after the Company mails or personally
delivers a written Notice of Withdrawal Right. Upon returning the
policy, the policyowner will receive within seven days a refund
equal to the sum of (1) the difference between the premium,
including fees, paid and any amount allocated to the VEL Account,
and (2) the value of the amounts allocated to the VEL Account, and
(3) any fees or charges imposed on the amounts allocated to the VEL
Account. Where required by State law, the policyowner will receive a
refund equal to the sum of the premium payments made under the
policy. The postmark date on the envelope containing the policy will
determine whether the policy has been surrendered within the
Company's withdrawal period.
A free look privilege also a plies after a requested increase in
Face Amount. After an increase, the Company will mail or deliver
notice of the "Free Look" with respect to the increase. The
Policyowner will have the right to cancel the increase within 10
days, and receive a credit for charges which would not have been
deducted but for the increase. Such charges with respect to the
increase will be added to policy value, unless the policyowner
requests a refund of such charges.
-9-
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 11 to the Registration Statement of the VEL
Account of Allmerica Financial Life Insurance and Annuity Company on Form S-6
of our report dated February 3, 1998, relating to the financial statements of
Allmerica Financial Life Insurance and Annuity Company, and our report dated
March 25, 1998, relating to the financial statements of the VEL Account of
Allmerica Financial Life Insurance and Annuity Company, both of which appear
in such Prospectus. We also consent to the reference to us under the
heading "Independent Accountants" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
April 15, 1998
