<PAGE>
File Nos. 333-78245
811-6632
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 40
ALLMERICA SELECT SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Charles F. Cronin, Secretary
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on October 6, 2000 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
___ on (date) pursuant to paragraph (a) (1) of Rule 485
___ this post-effective amendment designates a new effective
___ date for a previously filed post-effective amendment
VARIABLE ANNUITY CONTRACTS
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1999 was filed on or
before March 30, 2000.
<PAGE>
This Post-Effective Amendment No. 3 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Allmerica Select Reward
Prospectus and Statement of Additional Information of the Allmerica Select
Separate Account of Allmerica Financial Life Insurance and Annuity Company dated
May 1, 2000 and to generally update corporate information for the Company and
the Registrant in Part C. All other pertinent information regarding this
Registration Statement including the Prospectus and Statement of Additional
Information was previously filed in Registrant's Post-Effective Amendment No. 1
on April 21, 2000, and is incorporated by reference herein.
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF ITEMS CALLED FOR
BY FORM N-4
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
----------------- ---------------------
1...................Cover Page
2...................Special Terms
3...................Summary of Fees and Expenses; Summary of Contract Features
4...................Condensed Financial Information; Performance Information
5...................Description of the Company, the Variable Account and The
Underlying Investment Companies
6...................Charges and Deductions
7...................Description of the Contract -- The Accumulation Phase;
Annuitization - The Payout Phase
8...................Annuitization - The Payout Phase
9...................Description of the Contract - Accumulation Phase, G. Death
Benefit
10..................Payments; Computation of Values; Distribution
11..................Surrender and Withdrawals; Surrender Charge; Charges and
Deductions; Withdrawal Without Surrender Charge; Texas
Optional Retirement Program
12..................Federal Tax Considerations
13..................Legal Matters
14..................Statement of Additional Information - Table of Contents
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------- ----------------------------------------------
15..................Cover Page
16..................Table of Contents
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17..................General Information and History
18..................Services
19..................Underwriters
20..................Performance Information
21..................Annuity Benefit Payments
22..................Financial Statements
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
(ALLMERICA SELECT REWARD)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED OCTOBER 6, 2000 TO PROSPECTUS DATED MAY 1, 2000
***
On October 9, 2000, twenty-two new Sub-Accounts will be available under the
Contract. The following information supplements the corresponding sections of
the Prospectus. Please consult the Prospectus for the full text of each
supplemented section.
***
Allmerica Investment Trust is referred to throughout the prospectus as "the
Trust." Wherever this term is used to refer to Allmerica Investment Trust it
shall hereby be replaced by "AIT."
***
The third paragraph of the first page of the prospectus is being replaced in its
entirety with the following:
Allmerica Select Separate Account is subdivided into Sub-Accounts. Each
Sub-Account offered as an investment option under this contract invests
exclusively in shares of one of the following funds:
B-1
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ALLMERICA INVESTMENT TRUST
AIT Equity Index Fund
AIT Money Market Fund
AIT Select Aggressive Growth Fund
AIT Select Capital Appreciation Fund
AIT Select Emerging Markets Fund
AIT Select Growth and Income Fund
AIT Select International Equity Fund
AIT Select Investment Grade Income Fund
AIT Select Strategic Growth Fund
AIT Select Strategic Income Fund
AIT Select Value Opportunity Fund
AIM VARIABLE INSURANCE FUNDS
AIM V.I. Aggressive Growth Fund
AIM V.I. Blue Chip Fund
AIM V.I. Value Fund
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Alliance Premier Growth Portfolio
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
(CLASS B)
Alliance Growth and Income Portfolio
DEUTSCHE ASSET MANAGEMENT VIT FUNDS
Deutsche VIT EAFE Equity Index
Deutsche VIT Small Cap Index
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP High Income Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Fidelity VIP II Contrafund Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Fidelity VIP III Growth & Income Portfolio
Fidelity VIP III Mid Cap Portfolio
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST (CLASS 2)
Franklin Small Cap Fund
Mutual Shares Securities Fund
Templeton Pacific Growth Securities Fund
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF Dynamics Fund
INVESCO VIF Health Sciences Fund
JANUS ASPEN SERIES (SERVICE SHARES)
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Growth and Income Portfolio
Janus Aspen International Growth Portfolio
KEMPER VARIABLE SERIES
KVS Dreman Financial Services Portfolio
Kemper Technology Growth Portfolio
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
***
Under the SPECIAL TERMS section of the prospectus, the definitions of the terms
Sub-Account and Underlying Fund (or Funds) are replaced in their entirety with
the following:
SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding fund of Allmerica Investment Trust ("AIT"), a
corresponding fund of AIM Variable Insurance Funds ("AVIF"), a corresponding
portfolio of Alliance Variable Products Series Fund, Inc. ("Alliance"), a
corresponding fund of Deutsche Asset Management VIT Funds ("Deutsche VIT"), a
corresponding portfolio of Fidelity Variable Insurance Products Fund ("Fidelity
VIP"), a corresponding portfolio of Fidelity Variable Insurance Products Fund II
("Fidelity VIP II"), a corresponding portfolio of Fidelity Variable Insurance
Products Fund III ("Fidelity VIP III"), a corresponding fund of Franklin
Templeton Variable Insurance Products Trust ("FT VIP"), a corresponding fund of
INVESCO Variable Investment Funds, Inc. ("INVESCO VIF"), a corresponding
portfolio of Janus Aspen Series ("Janus Aspen"), a corresponding portfolio of
Kemper Variable Series ("KVS"), or a corresponding portfolio of T. Rowe Price
International Series, Inc. ("T. Rowe Price").
UNDERLYING FUND (OR FUNDS): an investment portfolio of AIT, AVIF, Alliance,
Deutsche VIT, Fidelity VIP, Fidelity VIP II, Fidelity VIP III, FT VIP, INVESCO
VIF, Janus Aspen, KVS, or T. Rowe Price in which a Sub-Account invests.
***
Under SUMMARY OF FEES AND EXPENSES, the sections entitled (3) Annual Underlying
Funds Expenses and EXPENSE EXAMPLES are replaced in their entirety with the
following:
B-2
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(3) ANNUAL UNDERLYING FUND EXPENSES: Total expenses of the Underlying Funds are
not fixed or specified under the terms of the Contract and will vary from year
to year. The levels of fees and expenses also vary among the Underlying Funds.
The following table shows the expenses of the Underlying Funds as a percentage
of average net assets for the year ended December 31, 1999, as adjusted for any
material changes.
<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES EXPENSES
FEE (AFTER ANY (AFTER ANY (AFTER ANY
VOLUNTARY WAIVERS/REIM- WAIVERS/REIM-
UNDERLYING FUND WAIVERS) 12b-1 FEES BURSEMENTS) BURSEMENTS)
--------------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ......................... 0.28% - 0.07% 0.35%(1)
AIT Money Market Fund ......................... 0.24% - 0.05% 0.29%(1)
AIT Select Aggressive Growth Fund ............. 0.81%* - 0.06% 0.87%(1)(2)*
AIT Select Capital Appreciation Fund .......... 0.90%* - 0.07% 0.97%(1)*
AIT Select Emerging Markets Fund .............. 1.35% - 0.57% 1.92%(1)(2)
AIT Select Growth and Income Fund ............. 0.67% - 0.07% 0.74%(1)(2)
AIT Select International Equity Fund .......... 0.89% - 0.13% 1.02%(1)(2)
AIT Investment Grade Income Fund .............. 0.43% - 0.07% 0.50%(1)
AIT Select Strategic Growth Fund .............. 0.85% - 0.35% 1.20%(1)(2)
AIT Select Strategic Income Fund .............. 0.60% - 0.17%** 0.77%(1)
AIT Select Value Opportunity Fund ............. 0.90% - 0.07% 0.97%(1)(2)
AIM V.I. Aggressive Growth Fund ............... 0.00% - 1.19% 1.19%(3)
AIM V.I. Blue Chip Fund ....................... 0.75% - 0.55% 1.30%
AIM V.I. Value Fund ........................... 0.61% - 0.15% 0.76%
Alliance Growth and Income Portfolio (Class B). 0.63% 0.25% 0.09% 0.97%
Alliance Premier Growth Portfolio ............. 1.00% - 0.05% 1.05%
Deutsche VIT EAFE Equity Index ................ 0.02% -- 0.63% 0.65%(4)
Deutsche VIT Small Cap Index .................. 0.00% -- 0.45% 0.45%(4)
Fidelity VIP Equity-Income Portfolio .......... 0.48% - 0.09% 0.57%(5)
Fidelity VIP Growth Portfolio ................. 0.58% - 0.08% 0.66%(5)
Fidelity VIP High Income Portfolio ............ 0.58% - 0.11% 0.69%
Fidelity VIP II Contrafund Portfolio .......... 0.58% - 0.09% 0.67%(5)
Fidelity VIP III Growth & Income Portfolio .... 0.48% - 0.12% 0.60%(5)
Fidelity VIP III Mid Cap Portfolio ............ 0.57% - 0.40% 0.97%(6)
Franklin Small Cap Fund (Class 2) ............. 0.55% 0.25% 0.27% 1.07%(7)(8)
Mutual Shares Securities Fund (Class 2) ....... 0.55% 0.25% 0.27% 1.07%(7)(9)
Templeton Pacific Growth Securities Fund
(Class 2) .................................... 1.00% 0.25% 0.08% 1.33%(7)
INVESCO VIF Dynamics Fund ..................... 0.75% - 1.53% 2.28%(10)
INVESCO VIF Health Sciences Fund .............. 0.75% - 0.73% 1.48%(11)
Janus Aspen Aggressive Growth Portfolio 0.65% 0.25% 0.02% 0.92%(12)
(Service Shares) .............................
Janus Aspen Growth Portfolio (Service 0.65% 0.25% 0.02% 0.92%(12)
Shares) ......................................
Janus Aspen Growth and Income Portfolio 0.65% 0.25% 0.40% 1.30%(12)
(Service Shares) .............................
Janus Aspen International Growth Portfolio 0.65% 0.25% 0.11% 1.01%(12)
(Service Shares) .............................
KVS Dreman Financial Services Portfolio ....... 0.70% - 0.29% 0.99%(13)
Kemper Technology Growth Portfolio ............ 0.51% - 0.44% 0.95%(13)(14)
T. Rowe Price International Stock Portfolio ... 1.05% - 0.00% 1.05%
</TABLE>
B-3
<PAGE>
* Effective September 1, 1999, the management fee rates for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund were revised. The
Management Fee and Total Fund Expense ratios shown in the table above have been
adjusted to assume that the revised rates took effect January 1, 1999.
** The Select Strategic Income Fund commenced operations on July 1, 2000. The
"other expenses" shown for the Fund are based on estimated amounts that will be
incurred in respect of shares of the Fund for the 2000 fiscal year.
(1) Until further notice, Allmerica Financial Investment Management Services,
Inc. ("AFIMS") has declared a voluntary expense limitation of 1.50% of average
net assets for the Select International Equity Fund, 1.35% for the Select
Aggressive Growth Fund and Select Capital Appreciation Fund, 1.25% for the
Select Value Opportunity Fund, 1.10% for the Select Growth and Income Fund,
1.00% for the Select Investment Grade Income Fund, and 0.60% for the Equity
Index Fund and Money Market Fund. The total operating expenses of these Funds of
the Trust were less than their respective expense limitations throughout 1999.
Until further notice, AFIMS has declared a voluntary expense limitation of 1.00%
of average net assets for the Select Strategic Income Fund.
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-advisor.
Until further notice, the Select Value Opportunity Fund's 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 total operating expenses of the funds were less than or equal to their
respective expense limitations throughout 1999 except the Select Strategic
Growth Fund which received a reimbursement of $813.00 in 1999 under its expense
limitation. However, this amount was not enough to make a difference in the
percentage shown for the Fund's total operating expenses and expense limitation
(both 1.20%).
The declaration of a voluntary management fee or 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) These Funds have entered into agreements with brokers whereby the brokers
rebate a portion of commissions. These amounts have been treated as reductions
of expenses. Including these reductions to the operating expenses, total annual
fund operating expenses were 1.88% for the Select Emerging Markets Fund, 1.01%
for Select International Equity Fund, 0.84% for Select Aggressive Growth Fund,
0.88% for Select Value Opportunity Fund, 1.17% for Select Strategic Growth Fund,
and 0.73% for Select Growth and Income Fund.
(3) Had there been no fee waivers or expense reimbursements, the Management Fee,
Other Expenses and Total Fund Expenses of the AIM V.I. Aggressive Growth Fund
would have been 0.80%, 1.62% and 2.42%, respectively.
(4)The Advisor has voluntarily undertaken to waive and reimburse its fee to
the Funds so that the Funds' total operating expenses will not exceed 0.45%
for Deutsche VIT Small Cap Index and 0.65% for Deutsche VIT EAFE Equity
Index. Without reimbursements to the Funds for the year
B-4
<PAGE>
ended 12/31/99, Management, Other and Total Expenses would have been 0.35%,
0.83% and 1.18%, respectively for Deutsche VIT Small Cap Index and 0.45%,
0.70% and 1.15%, respectively for Deutsche VIT EAFE Equity Index.
(5) A portion of the brokerage commissions that certain funds paid was used to
reduce fund expenses. In addition, through arrangements with certain funds', or
Fidelity Management & Research Company on behalf of certain funds', custodian
credits realized as a result of uninvested cash balances were used to reduce a
portion of the fund's expenses. Including these reductions, total operating
expenses presented in the table would have been 0.65% for the Fidelity VIP
Growth Portfolio, 0.56% for the Fidelity VIP Equity-Income Portfolio, 0.65% for
the Fidelity VIP II Contrafund Portfolio and 0.59% for the Fidelity VIP III
Growth & Income Portfolio.
(6) Fidelity Management & Research Company agreed to reimburse a portion of the
Fidelity VIP III Mid Cap Portfolio's expenses during the period. Without this
reimbursement, the Portfolio's management fee, other expenses and total fund
expenses would have been 0.57%, 2.77% and 3.34%.
(7) The Funds' Class 2 distribution plan or "rule 12b-1 plan" is described in
the Funds' prospectus. The fund administration fee of the Templeton Pacific
Growth Securities Fund is paid indirectly through the management fee. The
Franklin Small Cap Fund pays for similar services directly.
(8) On 2/8/00, a merger and reorganization was approved that combined the assets
of the Franklin Small Cap Fund with a similar fund of the Templeton Variable
Products Series Fund, effective 5/1/00. On 2/8/00, fund shareholders approved
new management fees, which apply to the combined fund effective 5/1/00. The
table shows restated total expenses based on the new fees and assets of the fund
as of 12/31/99, and not the assets of the combined fund. However, if the table
reflected both the new fees and the combined assets, the fund's expenses after
5/1/00 would be estimated to be the same.
(9)On 2/8/00, a merger and reorganization was approved that combined the assets
of the Mutual Shares Securities Fund with a similar fund of the Templeton
Variable Products Series Fund, effective 5/1/00. The table shows total expenses
based on the fund's assets as of 12/31/99, and not the assets of the combined
fund.
(10)The INVESCO VIF Dynamics Fund's actual Total Annual Fund Operating Expenses
were lower than the figures shown because its custodian fees were reduced under
an expense offset arrangement. Certain expenses were absorbed voluntarily by
INVESCO Funds Group,Inc. ("INVESCO") to ensure that the expenses for the Fund
did not exceed 1.15% of the Fund's average net assets pursuant to a commitment
between the Fund and INVESCO. This commitment may be changed at any time
following consultation with the board of directors. After absorption, the Fund's
Other Expenses and Total Fund Expenses for the fiscal year ended December 31,
1999 were 0.54% and 1.29% respectively of the Fund's average net assets. The
expense information presented in the table has been restated to reflect a change
in the administrative services fee.
(11) The INVESCO VIF Health Sciences Fund's actual Total Annual Fund Operating
Expenses were lower than the figures shown because its custodian fees were
reduced under an expense offset arrangement. Including the reduction for the
expense offset arrangement and voluntary expense waiver, the Fund's Management
Fees, Other Expenses and Total Fund Expenses would have been 0.75%, 0.50% and
1.25% respectively. Certain expenses of the Fund were absorbed voluntarily by
INVESCO in order to ensure that expenses for the Fund did not exceed 1.25% of
the Fund's average net expenses pursuant to a commitment between the Fund and
INVESCO. This commitment may be changed at any time following consultation with
the board of directors. The Fund's Management Fees, Other Expenses and Total
Fund Expenses for the fiscal year ended December 31, 1999, excluding any
voluntary expense waiver and expense offset arrangements, would have been 0.75%,
2.11% and 2.86% respectively.
B-5
<PAGE>
(12) Expenses are based on the estimated expenses that the new Service Shares
Class of each Portfolio expects to incur in its initial fiscal year.
(13) Pursuant to their respective agreements with KVS, the investment manager
and the accounting agent have agreed, for the one year period commencing on May
1, 2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of the KVS Dreman Financial
Services and the Kemper Technology Growth Portfolios to the amounts set forth in
the Total Fund Expenses column of the table above. Without taking into effect
these expense caps, for the KVS Dreman Financial Services and the Kemper
Technology Growth Portfolios of KVS, management fees are estimated to be 0.75%
and 0.75%, respectively. Other expenses are estimated to be 0.44% and 0.29%,
respectively; and total operating expenses would have been 1.19% and 1.04%,
respectively.
(14) The Kemper Technology Growth Portfolio commenced operations on May 1, 1999,
therefore "other expenses" are annualized. Actual expenses may be greater or
less than shown.
The Underlying Fund information above was provided by the Underlying Funds and
was not independently verified by the Company.
EXPENSE EXAMPLES: The following examples demonstrate the cumulative expenses
which an Owner would pay at 1-year, 3-year, 5-year and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets and assumes that the Underlying Fund expenses
listed above remain the same in each of the 1, 3, 5, and 10-year intervals. As
required by rules of the Securities and Exchange Commission ("SEC"), the
Contract fee is reflected in the examples by a method designed to show the
average impact on an investment in the Variable Account. The total Contract fees
collected are divided by the total average net assets attributable to the
Contracts. The resulting percentage is 0.04%, and the amount of the Contract fee
is assumed to be $0.40 in the examples. The Contract fee is only deducted when
the Accumulated Value is less than $75,000. Lower costs apply to Contracts owned
and maintained under a 401(k) plan. Because the expenses of the Underlying Funds
differ, separate examples are used to illustrate the expenses incurred by an
Owner on an investment in the various Sub-Accounts.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(1)(a) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets, and no Riders.
<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ........................................... $93 $136 $172 $211
AIT Money Market Fund ........................................... $92 $134 $169 $204
AIT Select Aggressive Growth Fund ............................... $98 $150 $196 $265
AIT Select Capital Appreciation Fund ............................ $99 $153 $201 $275
AIT Select Emerging Markets Fund ................................ $107 $179 $244 $365
AIT Select Growth and Income Fund ............................... $96 $147 $190 $251
AIT Select International Equity Fund ............................ $99 $155 $203 $280
AIT Select Investment Grade Income Fund ......................... $94 $140 $179 $226
AIT Select Strategic Growth Fund ................................ $101 $160 $212 $297
AIT Select Strategic Income Fund ................................ $97 $148 $192 $254
AIT Select Value Opportunity Fund ............................... $99 $153 $201 $275
AIM V.I. Aggressive Growth Fund ................................. $101 $159 $211 $296
AIM V.I. Blue Chip Fund ......................................... $102 $162 $216 $307
AIM V.I. Value Fund ............................................. $97 $147 $191 $253
Alliance Growth and Income Portfolio ............................ $99 $153 $201 $275
B-6
<PAGE>
Alliance Premier Growth Portfolio ............................... $99 $155 $205 $283
Deutsche VIT EAFE Equity Index ................................. $96 $144 $186 $242
Deutsche VIT Small Cap Index .................................... $94 $139 $176 $221
Fidelity VIP Equity-Income Portfolio ............................ $95 $142 $182 $234
Fidelity VIP Growth Portfolio ................................... $96 $145 $186 $243
Fidelity VIP High Income Portfolio .............................. $96 $145 $188 $246
Fidelity VIP II Contrafund Portfolio ............................ $96 $145 $187 $244
Fidelity VIP III Growth & Income Portfolio ...................... $95 $143 $184 $237
Fidelity VIP III Mid Cap Portfolio .............................. $99 $153 $201 $275
Franklin Small Cap Fund ......................................... $99 $156 $206 $285
Mutual Shares Securities Fund ................................... $99 $156 $206 $285
Templeton Pacific Growth Securities Fund ........................ $102 $163 $218 $310
INVESCO VIF Dynamics Fund ....................................... $111 $189 $260 $397
INVESCO VIF Health Sciences Fund ................................ $103 $167 $224 $324
Janus Aspen Aggressive Growth Portfolio ......................... $98 $152 $199 $270
Janus Aspen Growth Portfolio .................................... $98 $152 $199 $270
Janus Aspen Growth and Income Portfolio ......................... $102 $162 $216 $307
Janus Aspen International Growth Portfolio ...................... $99 $154 $203 $279
KVS Dreman Financial Services Portfolio ......................... $99 $154 $202 $277
Kemper Technology Growth Portfolio .............................. $98 $153 $200 $273
T. Rowe Price International Stock Portfolio ..................... $99 $155 $205 $283
</TABLE>
(1)(b) If, at the end of the applicable time period, you surrender your
Contract, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and election at issue of the Minimum
Guaranteed Annuity Payout Rider with a ten-year waiting period and the 5%
Enhanced Death Benefit Rider With Annual Step-Up.
<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ........................................... $98 $153 $200 $273
AIT Money Market Fund ........................................... $98 $151 $197 $267
AIT Select Aggressive Growth Fund ............................... $103 $167 $224 $323
AIT Select Capital Appreciation Fund ............................ $104 $170 $229 $333
AIT Select Emerging Markets Fund ................................ $113 $195 $270 $417
AIT Select Growth and Income Fund ............................... $102 $163 $218 $311
AIT Select International Equity Fund ............................ $105 $171 $231 $337
AIT Select Investment Grade Income Fund ......................... $100 $157 $207 $288
AIT Select Strategic Growth Fund ................................ $106 $176 $239 $354
AIT Select Strategic Income Fund ................................ $102 $164 $219 $314
AIT Select Value Opportunity Fund ............................... $104 $170 $229 $333
AIM V.I. Aggressive Growth Fund ................................. $106 $176 $238 $353
AIM V.I. Blue Chip Fund ......................................... $107 $179 $243 $363
AIM V.I. Value Fund ............................................. $102 $164 $219 $313
Alliance Growth and Income Portfolio ............................ $104 $170 $229 $333
Alliance Premier Growth Portfolio ............................... $105 $172 $232 $340
Deutsche VIT EAFE Equity Index .................................. $101 $161 $214 $302
Deutsche VIT Small Cap Index .................................... $99 $155 $205 $283
Fidelity VIP Equity-Income Portfolio ............................ $100 $159 $210 $294
Fidelity VIP Growth Portfolio ................................... $101 $161 $214 $303
Fidelity VIP High Income Portfolio .............................. $101 $162 $216 $306
Fidelity VIP II Contrafund Portfolio ............................ $101 $161 $215 $304
Fidelity VIP III Growth & Income Portfolio ...................... $101 $160 $212 $297
Fidelity VIP III Mid Cap Portfolio .............................. $104 $170 $229 $333
Franklin Small Cap Fund ......................................... $105 $172 $233 $342
Mutual Shares Securities Fund ................................... $105 $172 $233 $342
Templeton Pacific Growth Securities Fund ........................ $107 $179 $245 $366
INVESCO VIF Dynamics Fund ....................................... $116 $205 $286 $447
B-7
<PAGE>
INVESCO VIF Health Sciences Fund ................................ $109 $183 $251 $379
Janus Aspen Aggressive Growth Portfolio ......................... $104 $168 $226 $328
Janus Aspen Growth Portfolio .................................... $104 $168 $226 $328
Janus Aspen Growth and Income Portfolio ......................... $107 $179 $243 $363
Janus Aspen International Growth Portfolio ...................... $104 $171 $230 $336
KVS Dreman Financial Services Portfolio ......................... $104 $170 $229 $335
Kemper Technology Growth Portfolio .............................. $104 $169 $228 $331
T. Rowe Price International Stock Portfolio ..................... $105 $172 $232 $340
</TABLE>
(2)(a) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize*, you would have paid the following expenses on a
$1,000 investment, assuming a 5% annual return on assets, and no Riders.
<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ........................................... $18 $56 $97 $211
AIT Money Market Fund ........................................... $18 $54 $94 $204
AIT Select Aggressive Growth Fund ............................... $23 $72 $124 $265
AIT Select Capital Appreciation Fund ............................ $24 $75 $129 $275
AIT Select Emerging Markets Fund ................................ $34 $103 $175 $365
AIT Select Growth and Income Fund ............................... $22 $68 $117 $251
AIT Select International Equity Fund ............................ $25 $77 $131 $280
AIT Select Investment Grade Income Fund ......................... $20 $61 $105 $226
AIT Select Strategic Growth Fund ................................ $27 $82 $140 $297
AIT Select Strategic Income Fund ................................ $22 $69 $118 $254
AIT Select Value Opportunity Fund ............................... $24 $75 $129 $275
AIM V.I. Aggressive Growth Fund ................................. $27 $82 $140 $296
AIM V.I. Blue Chip Fund ......................................... $28 $85 $145 $307
AIM V.I. Value Fund ............................................. $22 $69 $118 $253
Alliance Growth and Income Portfolio ............................ $24 $75 $129 $275
Alliance Premier Growth Portfolio ............................... $25 $78 $133 $283
Deutsche VIT EAFE Equity Index .................................. $21 $65 $112 $242
Deutsche VIT Small Cap Index .................................... $19 $59 $102 $221
Fidelity VIP Equity-Income Portfolio ............................ $20 $63 $108 $234
Fidelity VIP Growth Portfolio ................................... $21 $66 $113 $243
Fidelity VIP High Income Portfolio .............................. $22 $67 $114 $246
Fidelity VIP II Contrafund Portfolio ............................ $21 $66 $113 $244
Fidelity VIP III Growth & Income Portfolio ...................... $21 $64 $110 $237
Fidelity VIP III Mid Cap Portfolio .............................. $24 $75 $129 $275
Franklin Small Cap Fund ......................................... $25 $78 $134 $285
Mutual Shares Securities Fund ................................... $25 $78 $134 $285
Templeton Pacific Growth Securities Fund ........................ $28 $86 $146 $310
INVESCO VIF Dynamics Fund ....................................... $37 $114 $192 $397
INVESCO VIF Health Sciences Fund ................................ $30 $90 $154 $324
Janus Aspen Aggressive Growth Portfolio ......................... $24 $74 $126 $270
Janus Aspen Growth Portfolio .................................... $24 $74 $126 $270
Janus Aspen Growth and Income Portfolio ......................... $28 $85 $145 $307
Janus Aspen International Growth Portfolio ...................... $25 $76 $131 $279
KVS Dreman Financial Services Portfolio ......................... $25 $76 $130 $277
Kemper Technology Growth Portfolio .............................. $24 $75 $128 $273
T. Rowe Price International Stock Portfolio ..................... $25 $78 $133 $283
</TABLE>
(2)(b) If, at the end of the applicable time period, you do not surrender your
Contract or you annuitize*, you would have paid the following expenses on a
$1,000 investment, assuming an annual 5% return on assets and election at issue
of the Minimum Guaranteed Annuity Payout Rider with a ten-year waiting period
and the 5% Enhanced Death Benefit Rider With Annual Step-Up.
B-8
<PAGE>
<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ........................................... $24 $75 $128 $273
AIT Money Market Fund ........................................... $24 $73 $125 $267
AIT Select Aggressive Growth Fund ............................... $29 $90 $153 $323
AIT Select Capital Appreciation Fund ............................ $30 $93 $158 $333
AIT Select Emerging Markets Fund ................................ $40 $121 $203 $417
AIT Select Growth and Income Fund ............................... $28 $86 $147 $311
AIT Select International Equity Fund ............................ $31 $95 $161 $337
AIT Select Investment Grade Income Fund ......................... $26 $79 $135 $288
AIT Select Strategic Growth Fund ................................ $33 $100 $169 $354
AIT Select Strategic Income Fund ................................ $28 $87 $148 $314
AIT Select Value Opportunity Fund ............................... $30 $93 $158 $333
AIM V.I. Aggressive Growth Fund ................................. $33 $99 $169 $353
AIM V.I. Blue Chip Fund ......................................... $34 $103 $174 $363
AIM V.I. Value Fund ............................................. $28 $87 $148 $313
Alliance Growth and Income Portfolio ............................ $30 $93 $158 $333
Alliance Premier Growth Portfolio ............................... $31 $95 $162 $340
Deutsche VIT EAFE Equity Index .................................. $27 $84 $142 $302
Deutsche VIT Small Cap Index .................................... $25 $78 $133 $283
Fidelity VIP Equity-Income Portfolio ............................ $26 $81 $139 $294
Fidelity VIP Growth Portfolio ................................... $27 $84 $143 $303
Fidelity VIP High Income Portfolio .............................. $28 $85 $144 $306
Fidelity VIP II Contrafund Portfolio ............................ $27 $84 $143 $304
Fidelity VIP III Growth & Income Portfolio ...................... $27 $82 $140 $297
Fidelity VIP III Mid Cap Portfolio .............................. $30 $93 $158 $333
Franklin Small Cap Fund ......................................... $31 $96 $163 $342
Mutual Shares Securities Fund ................................... $31 $96 $163 $342
Templeton Pacific Growth Securities Fund ........................ $34 $104 $176 $366
INVESCO VIF Dynamics Fund ....................................... $43 $131 $220 $447
INVESCO VIF Health Sciences Fund ................................ $35 $108 $183 $379
Janus Aspen Aggressive Growth Portfolio ......................... $30 $92 $156 $328
Janus Aspen Growth Portfolio .................................... $30 $92 $156 $328
Janus Aspen Growth and Income Portfolio ......................... $34 $103 $174 $363
Janus Aspen International Growth Portfolio ...................... $31 $94 $160 $336
KVS Dreman Financial Services Portfolio ......................... $31 $94 $159 $335
Kemper Technology Growth Portfolio .............................. $30 $92 $157 $331
T. Rowe Price International Stock Portfolio ..................... $31 $95 $162 $340
</TABLE>
* The Contract fee is not deducted after annuitization. No surrender charges are
deducted at or after annuitization under any of the available annuity payout
options.
***
WHAT ARE MY INVESTMENT CHOICES? Under the SUMMARY OF CONTRACT FEATURES section
is replaced in its entirety by the following:
You may choose among thirty-six Sub-Accounts investing in the Underlying Funds,
the Guarantee Period Accounts, and the Fixed Account. The thirty-six Underlying
Funds are:
- AIT Equity Index Fund
Managed by Allmerica Asset Management, Inc.
- AIT Money Market Fund
Managed by Allmerica Asset Management, Inc.
B-9
<PAGE>
- AIT Select Aggressive Growth Fund
Managed by Nicholas-Applegate Capital Management, L.P.
- AIT Select Capital Appreciation Fund
Managed by T. Rowe Price Associates, Inc.
- AIT Select Emerging Markets Fund
Managed by Schroder Investment Management North America Inc.
- AIT Select Growth and Income Fund
Managed by J.P. Morgan Investment Management Inc.
- AIT Select International Equity Fund
Managed by Bank of Ireland Asset Management (U.S.) Limited
- AIT Select Investment Grade Income Fund
Managed by Allmerica Asset Management, Inc.
- AIT Select Strategic Growth Fund
Managed by TCW Investment Management Company
- AIT Select Strategic Income Fund
Managed by Western Asset Management Company
- AIT Select Value Opportunity Fund
Managed by Cramer Rosenthal McGlynn, LLC
- AIM V.I. Aggressive Growth Fund
Managed by A I M Advisors, Inc.
- AIM V.I. Blue Chip Fund
Managed by A I M Advisors, Inc.
- AIM V.I. Value Fund
Managed by A I M Advisors, Inc.
- Alliance Growth and Income Portfolio
Managed by Alliance Capital Management L.P.
- Alliance Premier Growth Portfolio
Managed by Alliance Capital Management L.P.
- Deutsche VIT EAFE Equity Index
Managed by Bankers Trust Company
- Deutsche VIT Small Cap Index
Managed by Bankers Trust Company
- Fidelity VIP Equity-Income Portfolio
Managed by Fidelity Management & Research Company
- Fidelity VIP Growth Portfolio
Managed by Fidelity Management & Research Company
B-10
<PAGE>
- Fidelity VIP High Income Portfolio
Managed by Fidelity Management & Research Company
- Fidelity VIP II Contrafund Portfolio
Managed by Fidelity Management & Research Company
- Fidelity VIP III Growth & Income Portfolio
Managed by Fidelity Management & Research Company
- Fidelity VIP III Mid Cap Portfolio
Managed by Fidelity Management & Research Company
- Franklin Small Cap Fund
Managed by Franklin Advisers, Inc.
- Mutual Shares Securities Fund
Managed by Franklin Mutual Advisers, LLC
- Templeton Pacific Growth Securities Fund
Managed by Franklin Advisers, Inc.
- INVESCO VIF Dynamics Fund
Managed by INVESCO Funds Group, Inc.
- INVESCO VIF Health Sciences Fund
Managed by INVESCO Funds Group, Inc.
- Janus Aspen Aggressive Growth Portfolio
Managed by Janus Capital
- Janus Aspen Growth Portfolio
Managed by Janus Capital
- Janus Aspen Growth and Income Portfolio
Managed by Janus Capital
- Janus Aspen International Growth Portfolio
Managed by Janus Capital
- KVS Dreman Financial Services Portfolio
Managed by Scudder Kemper Investments, Inc.
- Kemper Technology Growth Portfolio
Managed by Scudder Kemper Investments, Inc.
- T. Rowe Price International Stock Portfolio
Managed by Rowe Price-Fleming International, Inc.
Each Underlying Fund operates pursuant to different investment objectives and
this range of investment options enables you to allocate your money among the
Underlying Funds to meet your particular investment needs. For a more detailed
description of the Underlying Funds, see INVESTMENT OBJECTIVES AND POLICIES.
***
B-11
<PAGE>
WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING FUNDS AND HOW ARE THEY
SELECTED? is replaced in its entirety by the following:
WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING FUNDS?
The following are the investment advisers of the Underlying Funds:
<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
---- ------------------
<S> <C>
AIT Equity Index Fund Allmerica Asset Management, Inc.
AIT Money Market Fund Allmerica Asset Management, Inc.
AIT Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
AIT Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
AIT Select Emerging Markets Fund Inc. Schroder Investment Management North America I
AIT Select Growth and Income Fund J. P. Morgan Investment Management Inc.
AIT Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
AIT Select Investment Grade Income Fund Allmerica Asset Management, Inc.
AIT Select Strategic Growth Fund TCW Investment Management Company
AIT Select Strategic Income Fund Western Asset Management Company
AIT Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
AIM V.I. Aggressive Growth Fund A I M Advisors, Inc.
AIM V.I. Blue Chip Fund A I M Advisors, Inc.
AIM V.I. Value Fund A I M Advisors, Inc.
Alliance Growth and Income Portfolio Alliance Capital Management L.P.
Alliance Premier Growth Portfolio Alliance Capital Management L.P.
Deutsche VIT EAFE Equity Index Bankers Trust Company
Deutsche VIT Small Cap Index Bankers Trust Company
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP Growth Portfolio Fidelity Management & Research Company
Fidelity VIP High Income Portfolio Fidelity Management & Research Company
Fidelity VIP II Contrafund Portfolio Fidelity Management & Research Company
Fidelity VIP III Growth & Income Portfolio Fidelity Management & Research Company
Fidelity VIP III Mid Cap Portfolio Fidelity Management & Research Company
Franklin Small Cap Fund Franklin Advisers, Inc.
Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
Templeton Pacific Growth Securities Fund Franklin Advisers, Inc.
INVESCO VIF Dynamics Fund INVESCO Funds Group, Inc.
INVESCO VIF Health Sciences Fund INVESCO Funds Group, Inc.
Janus Aspen Aggressive Growth Portfolio Janus Capital
Janus Aspen Growth Portfolio Janus Capital
Janus Aspen Growth and Income Portfolio Janus Capital
Janus Aspen International Growth Portfolio Janus Capital
KVS Dreman Financial Services Portfolio Scudder Kemper Investments, Inc.
Kemper Technology Growth Portfolio Scudder Kemper Investments, Inc.
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
</TABLE>
BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension consulting firm,
assists AIT in the selection of investment advisers for the AIT Funds. BARRA
RogersCasey provides consulting services to pension plans representing hundreds
of billions of dollars in total assets and, in its consulting capacity, monitors
the investment performance of over 1000 investment advisers. BARRA RogersCasey
is wholly-controlled by BARRA, Inc. As a consultant, BARRA RogersCasey has no
discretionary or decision-making authority with respect to the Funds, and has no
responsibility for any investment advice or other services provided to the Funds
by Allmerica Financial Investment Management Services, Inc. ("AFIMS") or the
investment advisers.
B-12
<PAGE>
For more information, see DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND
THE UNDERLYING INVESTMENT COMPANIES.
***
The description of the underlying investment companies under the DESCRIPTION OF
THE COMPANY, THE VARIABLE ACCOUNT AND THE UNDERLYING INVESTMENT COMPANIES is
replaced in its entirety with the following:
THE UNDERLYING INVESTMENT COMPANIES
ALLMERICA INVESTMENT TRUST. Allmerica Investment Trust ("AIT") is an open-end,
diversified, management investment company registered with the SEC under the
1940 Act. AIT was established 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 the Company or other affiliated
insurance companies. Eleven investment portfolios of AIT currently are available
under the Contract, each issuing a series of shares: 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 Strategic Income Fund, Equity Index Fund, Select Growth and
Income Fund, Select Investment Grade Income Fund and the Money Market Fund. The
assets of each Fund are held separate from the assets of the other Funds. Each
Fund operates as a separate investment vehicle and the income or losses of one
Fund have no effect on the investment performance of another Fund. Shares of AIT
are not offered to the general public but solely to such variable accounts.
The trustees have overall responsibility for the supervision of the affairs of
AIT. The Trustees have entered into a management agreement ("Management
Agreement") with Allmerica Financial Investment Management Services, Inc.,
("AFIMS") a wholly owned subsidiary of Allmerica Financial, to handle the
day-to-day affairs of AIT. AFIMS, subject to Trustee review, is responsible for
the general management of the Funds. AFIMS also performs certain administrative
and management services for AIT, furnishes to AIT all necessary office space,
facilities and equipment and pays the compensation, if any, of officers and
Trustees who are affiliated with AFIMS.
AFIMS has entered into agreements with investment advisers ("Sub-Advisers")
selected by AFIMS and the Trustees, in consultation with BARRA RogersCasey, Inc.
("BARRA RogersCasey") a pension consulting firm. The cost of such consultation
is borne by AFIMS. BARRA RogersCasey provides consulting services to pension
plans representing hundreds of billions of dollars in total assets and, in its
consulting capacity, monitors the investment performance of over 1000 investment
advisers. BARRA RogersCasey is wholly controlled by BARRA, Inc. As a consultant,
BARRA RogersCasey has no discretionary or decision-making authority with respect
to the Funds and has no responsibility for any investment advice or other
services provided to the Funds by AFIMS or the Sub-Advisers. Under each
Sub-Adviser agreement, the Sub-Adviser is authorized to engage in portfolio
transactions on behalf of the applicable Fund, subject to the Trustees' and/ or
AFIMS' instructions. AFIMS is solely responsible for the payment of all fees for
investment management services.
Each independent Sub-Adviser is selected by using strict objective,
quantitative, and qualitative criteria, with special emphasis on the
Sub-Adviser's record in managing similar portfolios. In consultation with BARRA
RogersCasey, a committee monitors and evaluates the ongoing performance of all
of the Funds. The committee may recommend the replacement of a Sub-Adviser of
one of the Funds of AIT, or the addition or deletion of a Fund. The committee
includes
B-13
<PAGE>
members who may be affiliated or unaffiliated with the Company and AIT. The
Sub-Advisers (other than Allmerica Asset Management, Inc.) are not affiliated
with the Company or AIT.
Other than expenses specifically assumed by AFIMS under the Management
Agreement, AIT bears all expenses incurred in its operation including fees and
expenses associated with the registration and qualification of AIT's shares
under the Securities Act of 1933, other fees payable to the SEC, independent
public accountant fees, legal and custodian fees, association membership dues,
taxes, interest, insurance premiums, brokerage commissions, fees and expenses of
the Trustees who are not affiliated with AFIMS, expenses for proxies,
prospectuses, reports to shareholders and other expenses.
AIM VARIABLE INSURANCE FUNDS. AIM Variable Insurance Funds ("AVIF"), an
open-end, series, management investment company, was organized as a Maryland
corporation on January 22, 1993, changed to a Delaware business trust on May 1,
2000, and is registered with the SEC under the 1940 Act. The investment advisor
for the AIM V.I. Aggressive Growth Fund, AIM V.I. Blue Chip Fund and the AIM
V.I. Value Fund is A I M Advisors, Inc. ("AIM"). AIM was organized in 1976, and,
together with its subsidiaries, manages or advises over 120 investment company
portfolios encompassing a broad range of investment objectives.
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. Alliance Variable Products Series
Fund, Inc. ("Alliance") is registered with the SEC as an open-end, management
investment company under the 1940 Act. Two of its separate investment portfolios
are currently available under the Contract: the Alliance Growth and Income
Portfolio and the Alliance Premier Growth Portfolio. Alliance Capital
Management, L.P. ("Alliance Capital") serves as the investment adviser to
Alliance. Alliance Capital Management Corporation, the sole general partner of
Alliance Capital, is an indirect wholly owned subsidiary of The Equitable Life
Assurance Society of the United States, which is in turn a wholly owned
subsidiary of the Equitable Companies Incorporated, a holding company which is
controlled by AXA, a French insurance holding company.
DEUTSCHE ASSET MANAGEMENT VIT FUNDS. Deutsche Asset Management VIT Funds
("Deutsche VIT") is an open-end management investment company which is
registered under the 1940 Act, as amended, and was organized as a
Massachusetts business trust on January 19, 1996. Bankers Trust Company is
the investment advisor for Deutsche VIT EAFE Equity Index and the Deutsche
VIT Small Cap Index which are available under the Contract.
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 registered with the SEC
under the 1940 Act. Three of its investment portfolios are available under the
Contract: the Fidelity VIP Equity-Income Portfolio, Fidelity VIP Growth
Portfolio, and Fidelity VIP High Income Portfolio.
Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR is one of America's largest investment management
organizations, and has its principal business address at 82 Devonshire Street,
Boston, Massachusetts. 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. As
part of their operating expenses, the portfolios of Fidelity VIP pay a monthly
investment management fee to FMR for managing investment and business affairs.
The prospectus of Fidelity VIP contains additional information concerning the
portfolios, including information about additional expenses paid by the
portfolios, and should be read in conjunction with this Prospectus.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II. Fidelity Variable Insurance
Products Fund II ("Fidelity VIP II"), managed by FMR (see discussion above), is
an open-end, diversified management investment company organized as a
Massachusetts business trust on March 21,
B-14
<PAGE>
1988, and registered with the SEC under the 1940 Act. One of its investment
portfolios is available under the Contract: the Fidelity VIP II Contrafund
Portfolio.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III. Fidelity Variable Insurance
Products Fund III ("Fidelity VIP III"), managed by FMR (see discussion above) is
an open-end, diversified management investment company registered with the SEC
under the 1940 Act. Two of its investment portfolios are available under the
Contract: the Fidelity VIP III Growth & Income Portfolio and Fidelity VIP III
Mid Cap Portfolio.
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST. Franklin Templeton
Variable Insurance Products Trust ("FT VIP") and the funds' investment managers
and their affiliates manage over $224 billion in assets (as of December 31,
1999). The investment adviser to the Franklin Small Cap Fund and the Templeton
Pacific Growth Securities Fund is Franklin Advisers, Inc. The investment adviser
to the Mutual Shares Securities Fund is Franklin Mutual Advisers, LLC.
INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO Variable Investment Funds, Inc.
("INVESCO VIF") is an open-end, diversified, no-load management investment
company which was incorporated under the laws of Maryland on August 19, 1993.
The investment adviser to the INVESCO VIF Dynamics Fund and the INVESCO VIF
Health Sciences Fund is INVESCO Funds Group, Inc.
JANUS ASPEN SERIES. Janus Aspen Series ("Janus Aspen") is an open-end,
management investment company registered with the SEC. It was organized as a
Delaware business trust on May 20, 1993. Janus Capital is the investment adviser
of Janus Aspen. Four of its investment portfolios are available under the
Contract: Janus Aspen Aggressive Growth Portfolio, Janus Aspen Growth Portfolio,
Janus Aspen Growth and Income Portfolio and Janus Aspen International Growth
Portfolio.
KEMPER VARIABLE SERIES. Kemper Variable Series ("KVS") is a series-type mutual
fund registered with the SEC as an open-end, management investment company. The
KVS Dreman Financial Services Portfolio and the Kemper Technology Growth
Portfolio are offered under the Contract. Scudder Kemper Investments, Inc.
serves as the investment adviser of KVS.
T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Series,
Inc. ("T. Rowe Price"), managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. Price-Fleming, founded in 1979 as a joint venture between T. Rowe
Price Associates, Inc. and Robert Fleming Holdings, Limited, is one the largest
no-load international mutual fund asset managers with approximately $42.5
billion (as of December 31, 1999) under management in its offices in Baltimore,
London, Tokyo, Hong Kong, Singapore and Buenos Aires. One of its investment
portfolios is available under the Contract: the T. Rowe Price International
Stock Portfolio.
***
The INVESTMENT OBJECTIVES AND POLICIES section of the prospectus is replaced in
its entirety by the following:
INVESTMENT OBJECTIVES AND POLICIES
A summary of investment objectives of each of the Underlying Funds is set forth
below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS, AND OTHER
RELEVANT INFORMATION REGARDING THE UNDERLYING
B-15
<PAGE>
INVESTMENT COMPANIES MAY BE FOUND IN THEIR RESPECTIVE PROSPECTUSES, WHICH
ACCOMPANY THIS PROSPECTUS. PLEASE READ THEM CAREFULLY BEFORE INVESTING. The
Statements of Additional Information ("SAI") of the Underlying Funds are
available upon request. There can be no assurance that the investment objectives
of the Underlying Funds can be achieved or that the value of the Contract will
equal or exceed the aggregate amount of the purchase payments made under the
Contract.
AIT EQUITY INDEX FUND -- seeks to provide investment results that correspond to
the aggregate price and yield performance of a representative selection of
United States publicly traded common stocks. The Equity Index Fund seeks to
achieve its objective by attempting to replicate the aggregate price and yield
performance of the Standard & Poor's Composite Index of 500 Stocks.
AIT MONEY MARKET FUND -- seeks maximum current income consistent with the
preservation of capital and liquidity. The Money Market Fund is invested in a
diversified portfolio of high-quality, short-term money market instruments.
AIT SELECT AGGRESSIVE GROWTH FUND - seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation.
AIT SELECT CAPITAL APPRECIATION FUND - seeks long-term growth of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective. The Fund 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.
AIT SELECT EMERGING MARKETS FUND - seeks long-term growth of capital by
investing in the world's emerging markets.
AIT SELECT GROWTH AND INCOME FUND - 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.
AIT SELECT INTERNATIONAL EQUITY FUND - seeks maximum long-term total return
(capital appreciation and income). The Fund will invest primarily in common
stocks of established non-U.S. companies.
AIT SELECT INVESTMENT GRADE INCOME FUND -- seeks as high a level of total return
(including both income and capital appreciation) as is consistent with prudent
investment management. The Select Investment Grade Income Fund is invested in a
diversified portfolio of fixed income securities.
AIT SELECT STRATEGIC GROWTH FUND - seeks long-term growth of capital by
investing primarily in common stocks of established companies.
AIT SELECT STRATEGIC INCOME FUND - seeks to maximize total return, consistent
with prudent investment management and liquidity needs, by investing in various
types of fixed income securities.
AIT SELECT VALUE OPPORTUNITY FUND - seeks long-term growth of capital by
investing principally in 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.
AIM V.I. AGGRESSIVE GROWTH FUND - seeks to achieve long-term growth of capital
by investing primarily in common stocks, convertible bonds, convertible
preferred stocks and warrants of small and medium sized companies.
B-16
<PAGE>
AIM V.I. BLUE CHIP FUND -- seeks long-term growth of capital with a secondary
objective of current income. The Fund seeks to meet these objectives by
investing primarily in the common stocks of blue chip companies. The Fund may
invest in U.S. government securities, convertible securities, high quality debt
securities and foreign securities.
AIM V.I. VALUE FUND - seeks to achieve long-term growth of capital by investing
primarily in equity securities judged by the Fund's investment advisor to be
undervalued relative to the investment advisor's appraisal of the current or
projected earnings of the companies issuing the securities, or relative to
current market values of assets owned by companies issuing the securities or
relative to the equity market generally. Income is a secondary objective.
ALLIANCE GROWTH AND INCOME PORTFOLIO (CLASS B) - seeks reasonable current income
and reasonable opportunity for appreciation through investments primarily in
dividend paying common stocks of good quality. The Portfolio invests primarily
in stock of large, well established "blue chip" companies, fixed income and
convertible securities, and securities of foreign issuers.
ALLIANCE PREMIER GROWTH PORTFOLIO - seeks growth of capital by pursuing
aggressive investment policies. The Portfolio invests primarily in equity
securities in a small number (40-50) of intensely researched U.S.
companies.
DEUTSCHE VIT EAFE EQUITY INDEX -- seeks to match, as closely as possible,
before the deduction of expenses, the performance of the EAFE-Registered
Trademark- Index. The Fund will invest primarily in common stocks of companies
that compose the EAFE-Registered Trademark- Index, in approximately the same
weightings as the EAFE-Registered Trademark- Index. The Fund may also use stock
index futures and options.
DEUTSCHE VIT SMALL CAP INDEX -- seeks to match, as closely as possible
(before the deduction of expenses) the performance of the Russell 2000 index,
which emphasizes stocks of small U.S. companies. The Fund will invest primarily
in common stocks of companies that compose the Russell 2000 Index, in
approximately the same weightings as the Russell Index. The Fund may also use
stock index futures and options.
FIDELITY VIP EQUITY-INCOME PORTFOLIO - 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.
FIDELITY VIP GROWTH PORTFOLIO - 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.
FIDELITY VIP HIGH INCOME PORTFOLIO - 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 are often considered to be speculative and involve
greater risk of default or price changes than securities assigned a high quality
rating. For more information about these lower-rated securities, see the
Fidelity VIP prospectus.
FIDELITY VIP II CONTRAFUND-Registered Trademark- PORTFOLIO -- seeks long-term
capital appreciation. The Portfolio invests primarily in common stocks of
domestic and foreign issuers whose value is not fully recognized by the public.
The Portfolio may invest in either growth stocks or value stocks or both.
FIDELITY VIP III GROWTH & INCOME PORTFOLIO-- seeks high total return through a
combination of current income and capital appreciation. The Portfolio invests a
majority of its assets in common stocks of domestic and foreign issuers with a
focus on those that pay current dividends and show potential for capital
appreciation. The Portfolio may also invest in bonds, including lower-quality
B-17
<PAGE>
debt securities, as well as stocks that are not currently paying dividends, but
offer prospects for future income or capital appreciation.
FIDELITY VIP III MID CAP PORTFOLIO-- seeks long-term growth of capital. The
Portfolio invests primarily in common stocks of domestic and foreign issuers
with medium market capitalizations. The Portfolio may invest in either growth
stocks or value stocks or both.
FRANKLIN SMALL CAP FUND (CLASS 2) - seeks capital growth. The Fund invests
primarily in equity securities of small cap U.S. companies.
MUTUAL SHARES SECURITIES FUND (CLASS 2) -- seeks capital appreciation. Its
secondary goal is income. The fund invests primarily in equity securities of
companies the manager believes are available at market prices less than their
value based on certain recognized or objective criteria (intrinsic value).
TEMPLETON PACIFIC GROWTH SECURITIES FUND (CLASS 2) - seeks long-term capital
growth. Under normal market conditions, the fund will invest at least 65% of its
total assets in equity securities that trade in Pacific Rim markets, including
emerging markets, and are issued by companies that have their principal
activities in the Pacific Rim.
INVESCO VIF DYNAMICS FUND -- seeks to buy securities that will increase in value
over the long term. The Fund invests in a variety of securities that present
opportunities for capital growth -- primarily common stocks of companies traded
on the U.S. securities exchanges, as well as over the counter. The Fund also may
invest in preferred stocks and debt instruments that are convertible into common
stocks, as well as in securities of foreign companies.
INVESCO VIF HEALTH SCIENCES FUND - seeks to make an investment grow. The fund is
aggressively managed and invests primarily in equity securities of companies
that develop, produce or distribute products or services related to health care.
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term
growth of capital. The Portfolio invests primarily in common stocks of
medium-sized companies selected for their growth potential.
JANUS ASPEN GROWTH PORTFOLIO (SERVICE SHARES) - seeks long-term growth of
capital in a manner consistent with the preservation of capital. The Portfolio
invests primarily in common stocks of larger, more established companies
selected for their growth potential.
JANUS ASPEN GROWTH AND INCOME PORTFOLIO (SERVICE SHARES) - seeks long-term
capital growth and income. The Portfolio normally emphasizes investments in
common stocks.
JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO (SERVICE SHARES) -- seeks long-term
growth of capital. The Portfolio primarily in securities of issuers from at
least five different countries, excluding the United States. Although the
Portfolio intends to invest substantially all of its assets in issuers located
outside the United States, it may invest in U.S. issuers and it may at times
invest all of its assets in fewer than five countries, or even a single country.
KVS DREMAN FINANCIAL SERVICES PORTFOLIO - seeks long-term capital appreciation
by investing primarily in common stocks and other equity securities of companies
in the financial services industry believed by the Portfolio's investment
manager to be undervalued.
KEMPER TECHNOLOGY GROWTH PORTFOLIO - seeks growth of capital.
T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO - seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies.
B-18
<PAGE>
If there is a material change in the investment policy of a Sub-Account or the
Fund in which it invests, the Owner will be notified of the change. If the Owner
has Accumulated Value allocated to that Fund, he or she may have the Accumulated
Value reallocated without charge to another Fund or to the Fixed Account, where
available, on written request received by the Company within sixty (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 the Owner's right to transfer.
***
The Performance Tables found in APPENDIX B are replaced in their entirety by the
following:
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
FOR YEAR SINCE
SUB-ACCOUNT ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND INCEPTION DATE 12/31/99 5 YEARS SUB-ACCOUNT
---------------------------------------- -------------- -------- ------- -----------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ............................. N/A* N/A* N/A* N/A*
AIT Money Market Fund ............................. 10/8/92 -4.01% -0.15% -0.08%
AIT Select Aggressive Growth Fund ................. 9/8/92 27.97% 18.65% 16.93%
AIT Select Capital Appreciation Fund .............. 4/30/95 14.86% N/A 17.00%
AIT Select Emerging Markets Fund .................. 2/20/98 54.66% N/A 9.13%
AIT Select Growth and Income Fund ................. 9/8/92 8.10% 17.08% 11.64%
AIT Select International Equity Fund .............. 5/3/94 21.12% 13.58% 10.80%
AIT Select Investment Grade Income Fund ........... N/A* N/A* N/A* N/A*
AIT Select Strategic Growth Fund .................. 2/20/98 5.94% N/A 0.97%
AIT Select Strategic Income Fund .................. N/A* N/A* N/A* N/A*
AIT Select Value Opportunity Fund ................. 2/20/98 -13.05% N/A -7.94%
AIM V.I. Aggressive Growth Fund ................... N/A* N/A* N/A* N/A*
AIM V.I. Blue Chip Fund ........................... N/A* N/A* N/A* N/A*
AIM V.I. Value Fund ............................... N/A* N/A* N/A* N/A*
Alliance Growth and Income Portfolio .............. N/A* N/A* N/A* N/A*
Alliance Premier Growth Portfolio ................. 10/15/99 N/A N/A 14.92%
Deutsche VIT EAFE Equity Index ................... N/A* N/A* N/A* N/A*
Deutsche VIT Small Cap Index ...................... N/A* N/A* N/A* N/A*
Fidelity VIP Equity-Income Portfolio .............. 5/1/95 -2.96% N/A 12.56%
Fidelity VIP Growth Portfolio ..................... 5/1/95 26.77% N/A 25.36%
Fidelity VIP High Income Portfolio ................ 5/1/95 -1.30% N/A 4.75%
Fidelity VIP II Contrafund Portfolio .............. N/A* N/A* N/A* N/A*
Fidelity VIP III Growth & Income Portfolio ........ N/A* N/A* N/A* N/A*
Fidelity VIP III Mid Cap Portfolio ................ N/A* N/A* N/A* N/A*
Franklin Small Cap Fund ........................... N/A* N/A* N/A* N/A*
Mutual Shares Securities Fund ..................... N/A* N/A* N/A* N/A*
Templeton Pacific Growth Securities Fund .......... N/A* N/A* N/A* N/A*
INVESCO VIF Dynamics Fund ......................... N/A* N/A* N/A* N/A*
INVESCO VIF Health Sciences Fund .................. N/A* N/A* N/A* N/A*
Janus Aspen Aggressive Growth Portfolio ........... N/A* N/A* N/A* N/A*
Janus Aspen Growth Portfolio ...................... N/A* N/A* N/A* N/A*
B-19
<PAGE>
Janus Aspen Growth and Income Portfolio ........... N/A* N/A* N/A* N/A*
Janus Aspen International Growth Portfolio ........ N/A* N/A* N/A* N/A*
KVS Dreman Financial Services Portfolio ........... N/A* N/A* N/A* N/A*
Kemper Technology Growth Portfolio ................ N/A* N/A* N/A* N/A*
T. Rowe Price International Stock Portfolio ....... 5/1/95 22.71% N/A 10.61%
</TABLE>
*This is a new Sub-Account so there are no historical figures available.
B-20
<PAGE>
TABLE 1B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999X
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)
<TABLE>
<CAPTION>
FOR YEAR SINCE
SUB-ACCOUNT ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND INCEPTION DATE 12/31/99 5 YEARS SUB-ACCOUNT
---------------------------------------- -------------- -------- ------- -----------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ............................. N/A* N/A* N/A* N/A*
AIT Money Market Fund ............................. 10/8/92 3.71% 4.00% 3.38%
AIT Select Aggressive Growth Fund ................. 9/8/92 36.72% 21.63% 19.17%
AIT Select Capital Appreciation Fund .............. 4/30/95 23.61% N/A 19.75%
AIT Select Emerging Markets Fund .................. 2/20/98 63.41% N/A 13.62%
AIT Select Growth and Income Fund ................. 9/8/92 16.77% 20.02% 14.41%
AIT Select International Equity Fund .............. 5/3/94 29.87% 16.91% 13.89%
AIT Select Investment Grade Income Fund ........... N/A* N/A* N/A* N/A*
AIT Select Strategic Growth Fund .................. 2/20/98 14.44% N/A 5.40%
AIT Select Strategic Income Fund ................. N/A* N/A* N/A* N/A*
AIT Select Value Opportunity Fund ................ 2/20/98 -6.03% N/A -3.88%
AIM V.I. Aggressive Growth Fund ................... N/A* N/A* N/A* N/A*
AIM V.I. Blue Chip Fund ........................... N/A* N/A* N/A* N/A*
AIM V.I. Value Fund ............................... N/A* N/A* N/A* N/A*
Alliance Growth and Income Portfolio .............. N/A* N/A* N/A* N/A*
Alliance Premier Growth Portfolio ................. 10/15/99 N/A N/A 23.67%
Deutsche VIT EAFE Equity Index .................... N/A* N/A* N/A* N/A*
Deutsche VIT Small Cap Index ..................... N/A* N/A* N/A* N/A*
Fidelity VIP Equity-Income Portfolio .............. 5/1/95 4.84% N/A 15.47%
Fidelity VIP Growth Portfolio ..................... 5/1/95 35.52% N/A 28.04%
Fidelity VIP High Income Portfolio .............. 5/1/95 6.64% N/A 8.11%
Fidelity VIP II Contrafund Portfolio .............. N/A* N/A* N/A* N/A*
Fidelity VIP III Growth & Income Portfolio ........ N/A* N/A* N/A* N/A*
Fidelity VIP III Mid Cap Portfolio ................ N/A* N/A* N/A* N/A*
Franklin Small Cap Fund ........................... N/A* N/A* N/A* N/A*
Mutual Shares Securities Fund ..................... N/A* N/A* N/A* N/A*
Templeton Pacific Growth Securities Fund .......... N/A* N/A* N/A* N/A*
INVESCO VIF Dynamics Fund ......................... N/A* N/A* N/A* N/A*
INVESCO VIF Health Sciences Fund .................. N/A* N/A* N/A* N/A*
Janus Aspen Aggressive Growth Portfolio ........... N/A* N/A* N/A* N/A*
Janus Aspen Growth Portfolio ...................... N/A* N/A* N/A* N/A*
Janus Aspen Growth and Income Portfolio ........... N/A* N/A* N/A* N/A*
Janus Aspen International Growth Portfolio ........ N/A* N/A* N/A* N/A*
KVS Dreman Financial Services Portfolio ........... N/A* N/A* N/A* N/A*
Kemper Technology Growth Portfolio ................ N/A* N/A* N/A* N/A*
T. Rowe Price International Stock Portfolio ....... 5/1/95 31.46% N/A 13.92%
</TABLE>
*This is a new Sub-Account so there are no historical figures available.
B-21
<PAGE>
TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
10 YEARS OR
SINCE
INCEPTION OF
UNDERLYING FOR YEAR UNDERLYING
FUND ENDED FUND
SUB-ACCOUNT INVESTING IN UNDERLYING FUND INCEPTION DATE 12/31/99 5 YEARS IF LESS
---------------------------------------- -------------- -------- ------- -------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ............................. 9/28/90 10.22% 25.39% 18.78%
AIT Money Market Fund ............................. 4/29/85 -4.01% -0.15% 0.67%
AIT Select Aggressive Growth Fund ................. 8/21/92 27.97% 18.65% 16.79%
AIT Select Capital Appreciation Fund .............. 4/28/95 14.86% N/A 16.95%
AIT Select Emerging Markets Fund .................. 2/20/98 54.66% N/A 9.13%
AIT Select Growth and Income Fund ................. 8/21/92 8.10% 17.08% 11.55%
AIT Select International Equity Fund .............. 5/2/94 21.12% 13.58% 10.79%
AIT Select Investment Grade Income Fund ........... 4/29/85 -9.41% 4.66% 6.18%
AIT Select Strategic Growth Fund .................. 2/20/98 5.94% N/A 0.97%
AIT Select Strategic Income Fund ................. 7/1/00 N/A N/A N/A
AIT Select Value Opportunity Fund ................ 4/30/93 -13.05% 8.73% 7.26%
AIM V.I. Aggressive Growth Fund ................... 5/1/98 34.13% N/A 17.46%
AIM V.I. Blue Chip Fund ........................... 12/30/99 N/A N/A N/A
AIM V.I. Value Fund ............................... 5/5/93 19.58% 24.83% 20.91%
Alliance Growth and Income Portfolio .............. 1/14/91 1.61% 21.17% 13.41%
Alliance Premier Growth Portfolio ................. 6/26/92 21.89% 31.89% 22.41%
Deutsche VIT EAFE Equity Index .................... 8/26/97 16.90% N/A 7.17%
Deutsche VIT Small Cap Index ...................... 8/25/97 16.82% N/A 7.09%
Fidelity VIP Equity-Income Portfolio .............. 10/9/86 -2.96% 14.01% 10.45%
Fidelity VIP Growth Portfolio .................... 10/9/86 26.77% 25.14% 15.79%
Fidelity VIP High Income Portfolio .............. 9/19/85 -1.30% 5.81% 8.67%
Fidelity VIP II Contrafund Portfolio .............. 1/3/95 14.01% N/A 25.25%
Fidelity VIP III Growth & Income Portfolio ........ 12/31/96 -0.14% N/A 18.43%
Fidelity VIP III Mid Cap Portfolio ................ 12/28/98 38.44% N/A 40.47%
Franklin Small Cap Fund ........................... 11/1/95 85.18% N/A 26.87%
Mutual Shares Securities Fund ..................... 11/8/96 3.47% N/A 6.21%
Templeton Pacific Growth Securities Fund .......... 1/27/92 26.28% -4.66% 0.20%
INVESCO VIF Dynamics Fund ......................... 8/25/97 44.92% N/A 27.04%
INVESCO VIF Health Sciences Fund .................. 5/22/97 -4.07% N/A 16.79%
Janus Aspen Aggressive Growth Portfolio ........... 9/13/93 113.17% 33.51% 31.69%
Janus Aspen Growth Portfolio ...................... 9/13/93 33.13% 27.16% 21.62%
Janus Aspen Growth and Income Portfolio ........... 5/1/98 62.66% N/A 48.37%
Janus Aspen International Growth Portfolio ........ 5/2/94 70.76% 30.53% 25.47%
KVS Dreman Financial Services Portfolio ........... 5/4/98 -13.15% N/A -10.14%
Kemper Technology Growth Portfolio ................ 5/3/99 N/A N/A 66.70%
T. Rowe Price International Stock Portfolio ....... 3/31/94 22.71% 9.89% 8.64%
</TABLE>
B-22
<PAGE>
TABLE 2B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)
<TABLE>
<CAPTION>
10 YEARS OR
SINCE
INCEPTION OF
UNDERLYING FOR YEAR UNDERLYING
FUND INCEPTION ENDED FUND
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/99 5 YEARS IF LESS
---------------------------------------- ---- -------- ------- -------
<S> <C> <C> <C> <C>
AIT Equity Index Fund ............................. 9/28/90 18.72% 25.99% 18.82%
AIT Money Market Fund ............................. 4/29/85 3.71% 4.00% 3.78%
AIT Select Aggressive Growth Fund ................. 8/21/92 36.72% 21.63% 19.03%
AIT Select Capital Appreciation Fund .............. 4/28/95 23.61% N/A 19.72%
AIT Select Emerging Markets Fund .................. 2/20/98 63.41% N/A 13.62%
AIT Select Growth and Income Fund ................. 8/21/92 16.77% 20.02% 14.31%
AIT Select International Equity Fund .............. 5/2/94 29.87% 16.91% 13.88%
AIT Select Investment Grade Income Fund ........... 4/29/85 -2.35% 5.89% 6.18%
AIT Select Strategic Growth Fund .................. 2/20/98 14.44% N/A 5.40%
AIT Select Strategic Income Fund ................. 7/1/00 N/A N/A N/A
AIT Select Value Opportunity Fund ................ 4/30/93 -6.03% 11.96% 10.03%
AIM V.I. Aggressive Growth Fund ................... 5/1/98 42.64% N/A 21.99%
AIM V.I. Blue Chip Fund ........................... 12/30/99 N/A N/A N/A
AIM V.I. Value Fund ............................... 5/5/93 28.08% 25.45% 21.25%
Alliance Growth and Income Portfolio .............. 1/14/91 9.53% 21.86% 13.56%
Alliance Premier Growth Portfolio ................. 6/26/92 30.64% 34.34% 24.77%
Deutsche VIT EAFE Equity Index .................... 8/26/97 18.47% N/A 7.84%
Deutsche VIT Small Cap Index ...................... 8/25/97 18.48% N/A 7.85%
Fidelity VIP Equity-Income Portfolio .............. 10/9/86 4.84% 16.97% 13.00%
Fidelity VIP Growth Portfolio .................... 10/9/86 35.52% 27.94% 18.28%
Fidelity VIP High Income Portfolio .............. 9/19/85 6.64% 9.34% 10.88%
Fidelity VIP II Contrafund Portfolio .............. 1/3/95 22.51% N/A 25.94%
Fidelity VIP III Growth & Income Portfolio ........ 12/31/96 7.64% N/A 20.43%
Fidelity VIP III Mid Cap Portfolio ................ 12/28/98 46.95% N/A 48.90%
Franklin Small Cap Fund ........................... 11/1/95 93.69% N/A 27.83%
Mutual Shares Securities Fund ..................... 11/8/96 11.53% N/A 8.54%
Templeton Pacific Growth Securities Fund .......... 1/27/92 34.79% -3.39% 0.82%
INVESCO VIF Dynamics Fund ......................... 8/25/97 53.43% N/A 29.64%
INVESCO VIF Health Sciences Fund .................. 5/22/97 3.40% N/A 19.30%
Janus Aspen Aggressive Growth Portfolio ........... 9/13/93 121.67% 33.98% 31.94%
Janus Aspen Growth Portfolio ...................... 9/13/93 41.63% 27.74% 21.99%
Janus Aspen Growth and Income Portfolio ........... 5/1/98 71.17% N/A 52.26%
Janus Aspen International Growth Portfolio ........ 5/2/94 79.26% 31.05% 25.93%
KVS Dreman Financial Services Portfolio ........... 5/4/98 -6.38% N/A -5.98%
Kemper Technology Growth Portfolio ................ 5/3/99 N/A N/A 75.21%
T. Rowe Price International Stock Portfolio ....... 3/31/94 31.46% 13.61% 11.87%
</TABLE>
***
SUPPLEMENT DATED OCTOBER 6, 2000
B-23
<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT
(ALLMERICA SELECT REWARD)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED OCTOBER 6, 2000 TO
STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2000
***
On October 9, 2000, twenty-two new Sub-Accounts will be available under the
Contract.
***
The third and fourth paragraphs under GENERAL INFORMATION AND HISTORY are
replaced in their entirety with the following:
Currently, 35 Sub-Accounts of the Variable Account are available under the
Allmerica Select Reward contract (the "Contract"). Each Sub-Account invests in a
corresponding investment portfolio of Allmerica Investment Trust ("AIT"), AIM
Variable Insurance Funds ("AVIF"), Alliance Variable Products Series Fund, Inc.
("Alliance"), Deutsche Asset Management VIT Funds ("Deutsche VIT"), Fidelity
Variable Insurance Products Fund ("Fidelity VIP"), Fidelity Variable Insurance
Products Fund II ("Fidelity VIP II"), Fidelity Variable Insurance Products Fund
III ("Fidelity VIP III"), Franklin Templeton Variable Insurance Products Trust
("FT VIP"), INVESCO Variable Investment Funds, Inc. ("INVESCO VIF"), Janus Aspen
Series ("Janus Aspen"), Kemper Variable Series ("KVS"), and T. Rowe Price
International Series, Inc. ("T. Rowe Price").
AIT, AVIF, Alliance, Deutsche VIT, Fidelity VIP, Fidelity VIP II, Fidelity VIP
III, FT VIP, INVESCO VIF, Janus Aspen, KVS, and T. Rowe Price, are open-end,
diversified management investment companies. Ten different funds of AIT are
available under the Contract: the Select Emerging Markets Fund, Select Equity
Index Fund, Select International Equity Fund, Select Aggressive Growth Fund,
Select Capital Appreciation Fund, Select Value Opportunity Fund, Select
Strategic Growth Fund, Select Growth and Income Fund, Select Income Fund and
Money Market Fund. Three funds of AVIF are available under the Contract: the AIM
V.I. Aggressive Growth Fund, AIM V.I. Blue Chip Fund and the AIM V.I. Value
Fund. Two portfolios of Alliance are available under the Contract: the Alliance
Growth and Income Portfolio and the Alliance Premier Growth Portfolio. Two funds
of Deutsche VIT are available under the Contract: the Deutsche VIT EAFE Equity
Index and the Deutsche VIT Small Cap Index. Three portfolios of
Fidelity VIP are available under the Contract: the Fidelity VIP Equity-Income
Portfolio, Fidelity VIP Growth Portfolio and the Fidelity VIP High Income
Portfolio. One portfolio of Fidelity VIP II is available under the Contract: the
Fidelity VIP II Contrafund Portfolio. Two Fidelity VIP III portfolios are
available under the Contract: the Fidelity VIP III Growth & Income Portfolio and
the Fidelity VIP III Mid Cap Portfolio. Three FT VIP funds are available under
the Contract: the Franklin Small Cap Fund, Mutual Shares Securities Fund and the
Templeton Pacific Growth Securities Fund. Two funds of INVESCO VIF are available
under the Contract: the INVESCO VIF Dynamics Fund and the INVESCO VIF Health
Sciences Fund. Four Janus Aspen portfolios are available under the Contract: the
Janus Aspen Growth Portfolio, Janus Aspen Aggressive Growth Portfolio, Janus
Aspen Growth and Income Portfolio and the Janus Aspen International Growth
Portfolio. Two KVS portfolios are available under the Contract: the KVS Dreman
Financial Services Portfolio and the Kemper Technology Growth Portfolio. The T.
Rowe Price International Stock Portfolio of T. Rowe Price is available under the
Contract. Each fund and portfolio available under the Contract (together, the
"Underlying Funds") has its own investment objectives and certain attendant
risks.
***
<PAGE>
The notes to the financial statements of the Company as of December 31, 1999 are
amended as follows:
14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)
During the second quarter of 2000, AFC adopted a formal company-wide
restructuring plan. This plan is the result of a corporate initiative that began
in the fall of 1999, intended to reduce expenses and enhance revenues. As a
result of this restructuring plan, AFLIAC recognized a pre-tax charge relating
to one-time project costs of $4.6 million for the quarter ended June 30, 2000.
***
SUPPLEMENT DATED OCTOBER 6, 2000
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and Financial Statements for Allmerica Select
Separate Account of Allmerica Financial Life Insurance and Annuity
Company were previously filed on April 21, 2000 in Post-Effective
Amendment No. 1, and are incorporated by reference herein.
Financial Statements Included in Part C
None
(b) EXHIBITS
EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated March 5, 1992 was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16 (File
Nos. 33-47216, 811-6632) and is incorporated by
reference herein.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant NOT
pursuant to a trust indenture or other such instrument.
EXHIBIT 3 (a) Underwriting and Administrative Services Agreement
was previously filed on April 24, 1998 in
Post-Effective Amendment No. 16 (File Nos.
33-47216, 811-6632) and is incorporated by
reference herein.
(b) Bonus Product Commissions Schedule was previously
filed on May 11, 1999 in Registrant's Initial
Registration Statement (File Nos. 333-78245,
811-6632), and is incorporated by reference
herein. Sales Agreements (Select) with Commission
Schedule were previously filed on April 24, 1998
in Post-Effective Amendment No. 16 (File Nos.
33-47216, 811-6632) and are incorporated by
reference herein.
(c) General Agent's Agreement was previously filed on
April 24, 1998 in Post- Effective Amendment No. 16
(File Nos. 33-47216, 811-6632) and is incorporated
by reference herein.
(d) Career Agent Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632) and is incorporated
by reference herein.
(e) Registered Representative's Agreement was
previously filed on April 24, 1998 in
Post-Effective Amendment No. 16 (File Nos.
33-47216, 811-6632) and is incorporated by
reference herein.
<PAGE>
EXHIBIT 4 The following documents were previously filed on
May 11, 1999 in Registrant's Initial Registration
Statement, (File Nos. 333-78245, 811-6632) and are
incorporated herein by reference:
(a) Contract Form A3028-99;
(b) Specification Pages Form A8028-99;
(c) Enhanced Death Benefit "EDB" Rider (Form 3263-99);
(d) Minimum Guaranteed Annuity Payout ("M-GAP") Rider
(Form 3269-99);
(e) Trail Employee Program Endorsement (Form 3275-99);
(f) Trail Employee Program Endorsement (Form 3275-99);
and
(g) Annuitization Withdrawal Endorsement (Form
3276-99).
EXHIBIT 5 Application Form AS-563 was previously filed on May 11,
1999 in Registrant's Initial Registration Statement
(File Nos. 333-78245, 811-6632) and is incorporated by
reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws,
as amended to reflect its name change were previously
filed on September 29, 1995 in Post-Effective Amendment
No. 7 (File Nos. 33-47216, 811-6632) and are
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) Fidelity Service Agreement was previously filed on
April 30, 1996 in Post-Effective No. 8 (File Nos.
33-47216, 811-6632 and is incorporated by
reference herein.
(b) 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. 12 (File Nos. 33-47216, 811-6632)
and is incorporated by reference herein.
(c) Fidelity Service Contract, effective as of January
1, 1997, was previously filed on April 30, 1997 in
Post-Effective Amendment No. 12 (File Nos.
33-47216, 811-6632) and is incorporated by
reference herein.
(d) T. Rowe Price Service Agreement was previously
filed on April 24, 1998 in Post-Effective
Amendment No. 16 (File Nos. 33-47216, 811-6632)
and is incorporated by reference herein.
(e) BFDS Agreements for lockbox and mailroom services
were previously filed on April 24, 1998 in
Post-Effective Amendment No. 16 (File Nos.
33-47216, 811-6632) and are incorporated by
reference herein.
(f) Directors' Power of Attorney is filed herewith.
EXHIBIT 9 Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
<PAGE>
EXHIBIT 12 None.
EXHIBIT 13 Schedule for Computation of Performance Calculations
was previously filed on October 8, 1999 in Pre-Effective
Amendment No. 2 (File Nos. 333-78245,811-6632) and is
incorporated by reference herein.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 (a) Participation Agreement between the Company and
Allmerica Investment Trust dated March 22, 2000
was previously filed in April 2000 in
Post-Effective Amendment No. 17 of Registration
Statement No. 33-39702/811-6293, and is
incorporated by reference herein.
(b) Amendment dated March 29, 2000 and Amendment dated
November 13, 1998 were previously filed in April
2000 in Post-Effective Amendment No. 17 of
Registration Statement No. 33-39702/811-6293, and
are incorporated by reference herein.
Participation Agreement between the Company and
Fidelity VIP, as amended, was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632) and is incorporated
by reference herein.
(c) Participation Agreement between the Company and T.
Rowe Price International Series, Inc. was
previously filed on April 24, 1998 in
Post-Effective Amendment No. 16 (File Nos.
33-47216, 811-6632) and is incorporated by
reference herein.
(d) Participation Agreement between the Company, and
Alliance Capital Management L.P. was previously
filed on October 8, 1999 in Pre-Effective
Amendment No. 2 (File Nos. 333-78245, 811-6632)
and is incorporated by reference herein.
(e) Form of Amendment to AIM Participation Agreement
was previously filed in April 2000 in
Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293 and is
incorporated by reference herein. Participation
Agreement with AIM Variable Insurance Funds, Inc.
was previously filed on August 27, 1998 in
Post-Effective Amendment No. 3 in Registration
Statement No. 333-11377/811-7799, and is
incorporated by reference herein.
(f) Form of Participation Agreement with Alliance was
previously filed on April 21, 2000 in
Post-Effective Amendment No. 1 of Registration
Statement No. 333-87099/811-6293 and is
incorporated by reference herein.
(g) Participation Agreement with Bankers Trust was
previously filed on April 21, 2000 in
Post-Effective Amendment No. 1 of Registration
Statement No. 333-87099/811-6293 and is
incorporated by reference herein.
(h) Amendment to Variable Insurance Products Fund II
Participation Agreement dated March 29, 2000 and
Amendment dated November 13, 1998 were previously
filed in April 2000 in Post-Effective Amendment
No. 17 of Registration Statement No.
33-39702/811-6293, and are incorporated by
reference herein. Participation Agreement, as
amended, with Variable Insurance Products Fund II
was previously filed on April 24, 1998 in
Registration Statement No. 33-39702/811-6293,
Post-Effective Amendment No. 14, and is
incorporated by reference herein.
(i) Participation Agreement with Variable Insurance
Products Fund III was previously filed on April
21, 2000 in Post-Effective Amendment No. 1 of
Registration Statement No. 333-87099/811-6293 and
is incorporated by reference herein.
<PAGE>
(j) Form of Participation Agreement with Franklin
Templeton was previously filed in April 2000 in
Post-Effective Amendment No. 19 of Registration
Statement No. 33-44830/811-6293 and is
incorporated by reference herein.
(k) Participation Agreement with INVESCO was
previously filed on April 21, 2000 in
Post-Effective Amendment No. 1 of Registration
Statement No. 333-87099/811-6293 and is
incorporated by reference herein.
(l) Participation Agreement with Janus was previously
filed on April 21, 2000 in Post-Effective
Amendment No. 1 of Registration Statement No.
333-87099/811-6293 and is incorporated by
reference herein.
(m) Amendment to Kemper Participation Agreement was
previously filed in April 2000 in Post-Effective
Amendment No. 7 of Registration Statement No.
333-09965/811-7767 and is incorporated by
reference herein. Participation Agreement with
Kemper was previously filed on November 6, 1996 in
Pre-Effective Amendment No. 1 in Registration
Statement No. 333-00965/811-7767, and is
incorporated by reference herein.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant Secretary
Director (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of First
Vice President and Allmerica
Corporate Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First Allmerica
Director and Vice President
Charles F. Cronin Secretary (since 2000) and Counsel (since 1996) of First Allmerica;
Secretary Secretary and Counsel (since 1998) of Allmerica Financial Corporation;
Attorney (1991-1996) of Nutter, McClennen & Fish
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice President
General Counsel & Deputy General Counsel (1998-1999) of Legg Mason, Inc.; Vice
President and Deputy General Counsel (1995-1998) of USF&G
Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of Allmerica
Chief Investment Officer Financial Investment Management Services, Inc.; and President (since
1995) and Director (since 1996) of Allmerica Asset Management, Inc.
<PAGE>
J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 1996) of The Hanover Insurance Company; and Vice President (1993 to
1996) of The Hanover Insurance Company
Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First Allmerica;
Vice President and Treasurer Associate, Investment Banking (1996 -1997) of Merrill Lynch & Co.;
Associate, Investment Banking (1995) of Salomon Brothers, Inc.; Treasurer
(since 2000) of Allmerica Investments, Inc., Allmerica Asset Management, Inc.
and Allmerica Financial Investment Management Services, Inc.
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica
of the Board
Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President (since
Director, Vice President 1993), and Treasurer (1993-2000) of First Allmerica.
Chief Financial Officer
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and Annuity
Chief Executive Officer Company; Director (since 1990) of Allmerica Investments, Inc.; and
Director and President (since 1998) of Allmerica Financial Investment
Management Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director (since 1998) of The Hanover Insurance Company; Chief Executive Officer
(1996 to 1998) of Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company
Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited
Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois
New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest
Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.
Michigan
----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund
Massachusetts Massachusetts Massachusetts
-------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust
Massachusetts Massachusetts
-------- Affiliated Management Investment Companies
...............
Hanover Lloyd's
Insurance
Company
Texas
-------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company
----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.
Delaware Massachusetts
________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
AAM Growth & Income Fund, L.P 440 Lincoln Street Limited Partnership
Worcester MA 01653
<PAGE>
Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company annuities and variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services,
Inc. and 440 Financial Group of
Worcester, Inc.)
<PAGE>
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400
Birmingham, AL 35209
Allmerica Investments Insurance Agency of 14211 Commerce Way Insurance Agency
Florida, Inc. Miami Lakes, FL 33016
Allmerica Investment Insurance Agency 1455 Lincoln Parkway Insurance Agency
Inc. of Georgia Suite 300
Atlanta, GA 30346
Allmerica Investment Insurance Agency Barkley Bldg-Suite 105 Insurance Agency
Inc. of Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance Agency 631 Lakeland East Drive Insurance Agency
Inc. of Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
<PAGE>
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
<PAGE>
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of August 31, 2000, there were 14,566 Contract Owners of qualified
Contracts and 22,309 Contract Owners of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) state: 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.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:
- VEL Account, VEL II Account, VEL Account III, Separate
Account SPL-D, Separate Account IMO, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G,
VA-H, VA-K, VA-P, Allmerica Select Separate Account II, Group VEL
Account, Separate Account KG, Separate Account KGC, Fulcrum
Separate Account, Fulcrum Variable Life Separate Account, Separate
Account FUVUL, Separate Account IMO and Allmerica Select Separate
Account of Allmerica Financial Life Insurance and Annuity Company
- Inheiritage Account, VEL II Account, Separate Account I,
Separate Account VA-K, Separate Account VA-P, Allmerica Select
Separate Account II, Group VEL Account, Separate Account KG,
Separate Account KGC, Fulcrum Separate Account, and Allmerica
Select Separate Account of First Allmerica Financial Life Insurance
Company.
- Allmerica Investment Trust
(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is: 440 Lincoln Street
Worcester, Massachusetts 01653
<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
<PAGE>
<S> <C>
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
Charles F. Cronin Secretary/Clerk
Claudia J. Eckels Vice President
Philip L. Heffernan Vice President
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive Officer
David J. Mueller Vice President, Chief Financial Officer, Financial Operations
Principal and Controller
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
Eric A. Simonsen Director
</TABLE>
(c) As indicated in Part B (Statement of Additional Information) in
response to Item 20(c), there were no commissions retained by
Allmerica Investments, Inc., the principal underwriter of the
Contracts, for sales of variable contracts funded by the Registrant
in 1999. No other commissions or other compensation was received by
the principal underwriter, directly or indirectly, from the
Registrant during the Registrant's last fiscal year.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained
by the Company at 440 Lincoln Street, Worcester, Massachusetts.
ITEM 31. MANAGEMENT SERVICES
The Company provides daily unit value calculations and related services for the
Company's separate accounts.
ITEM 32. UNDERTAKINGS
(a) The Registrant hereby undertakes to file a post-effective amendment
to this registration statement as
<PAGE>
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than 16
months old for so long as payments under the variable annuity
contracts may be accepted.
(b) The Registrant hereby undertakes to include as part of the
application to purchase a Contract a space that the applicant can
check to request a Statement of Additional Information.
(c) The Registrant hereby undertakes to deliver a Statement of
Additional Information and any financial statements promptly upon
written or oral request, according to the requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement
or otherwise, Registrant has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, Officer or
Controlling Person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such
issue.
(e) The Company hereby represents that the aggregate fees and charges
under the Contracts are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11). Registrant has taken the
following steps in reliance on the letter:
1. Appropriate disclosures regarding the redemption withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in the prospectus of each registration statement used
in connection with the offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in sales literature used in connection with the offer
of the Company's variable contracts.
3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.
4. A signed statement acknowledging the participant's understanding of
(i) the restrictions on redemption withdrawal imposed by the Program
and by Section 403(b)(11) and (ii) the investment alternatives
<PAGE>
available under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at the
time of purchase.
Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not so
denied or limited will be effected as expeditiously as possible.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Worcester, and Commonwealth of Massachusetts, on the 8th day of
September, 2000.
ALLMERICA SELECT SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Sheila B. St. Hilaire
-------------------------
Sheila B. St. Hilaire
Assistant Vice President and Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE Date
---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller September 8, 2000
------------------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President, and Chief Financial Officer
------------------------------------
Richard M. Reilly* Director, President and Chief Executive Officer
------------------------------------
John F. O'Brien* Director and Chairman of the Board
------------------------------------
Bruce C. Anderson* Director
------------------------------------
Mark R. Colborn* Director and Vice President
------------------------------------
John P. Kavanaugh* Director, Vice President and Chief Investment Officer
------------------------------------
John F. Kelly* Director, Vice President and General Counsel
------------------------------------
J. Barry May* Director
------------------------------------
Robert P. Restrepo, Jr.* Director
------------------------------------
Eric A. Simonsen* Director and Vice President
------------------------------------
</TABLE>
*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated April 2, 2000 duly executed
by such persons.
/s/ Sheila B. St. Hilaire
-------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-78245)
<PAGE>
EXHIBIT TABLE
Exhibit 8(f) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
