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File No. 33-85916
811-8848
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 9
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9
SEPARATE ACCOUNT VA-P 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)
Abigail M. Armstrong, Secretary and Counsel
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 May 1, 1998 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a) (1) of Rule 485
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on (date) pursuant to paragraph (a) (1) of Rule 485
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this post-effective amendment designates a new effective
----- date for a previously filed post-effective amendment
VARIABLE ANNUITY POLICIES
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 ending December 31, 1997 was filed on or
before March 30, 1998.
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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; Annual and Transaction Expenses
4. . . . . . . . . . . Condensed Financial Information; Performance
Information
5. . . . . . . . . . . Description of the Company, the Variable Account, and
Pioneer Variable Contracts Trust
6. . . . . . . . . . . Charges and Deductions
7. . . . . . . . . . . Description of the Contract
8. . . . . . . . . . . Electing the Form of Annuity and the Annuity Date;
Description of Variable Annuity Option; Annuity Benefit
Payments
9. . . . . . . . . . . Death Benefit
10 . . . . . . . . . . Payments; Computation of Values; Distribution and
Annuity Payments
11 . . . . . . . . . . Surrender; Withdrawal; Charge for Surrender and
Withdrawal; 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
17 . . . . . . . . . . General Information and History
18 . . . . . . . . . . Services
19 . . . . . . . . . . Underwriters
20 . . . . . . . . . . Underwriters
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21 . . . . . . . . . . Performance Information
22 . . . . . . . . . . Annuity Payments
23 . . . . . . . . . . Financial Statements
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
PIONEER VISION 2
PROFILE THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT
MAY 1, 1998 POINTS THAT YOU SHOULD KNOW AND CONSIDER BEFORE PURCHASING
THE PIONEER VISION 2 VARIABLE ANNUITY CONTRACT. THE CONTRACT
IS MORE FULLY DESCRIBED LATER IN THIS PROSPECTUS. PLEASE
READ THE PROSPECTUS CAREFULLY.
1. THE PIONEER VISION 2 VARIABLE ANNUITY CONTRACT
The Pioneer Vision 2 variable annuity contract is a contract between you, the
owner, and Allmerica Financial Life Insurance and Annuity Company. It is
designed to help you accumulate assets for your retirement or other important
financial goals on a tax-deferred basis. The Pioneer Vision 2 contract combines
the concept of professional money management with the attributes of an annuity
contract.
Pioneer Vision 2 offers a diverse selection of investment portfolios. You may
allocate your payments among any of ten investment portfolios of the Pioneer
Variable Contracts Trust, the Guarantee Period Accounts and the Fixed Account
(the Guarantee Period Accounts and/or the Fixed Account may not be available in
certain jurisdictions.) This range of investment choices enables you to allocate
your money to meet your particular investment needs.
Like all annuities, the contract has an ACCUMULATION PHASE and an ANNUITY PAYOUT
PHASE. During the ACCUMULATION PHASE you can make payments into the contract on
any frequency. Investment and interest gains accumulate tax deferred. You may
withdraw money from your contract during the ACCUMULATION PHASE. However, as
with other tax-deferred investments, you pay taxes on earnings and any untaxed
payments to the contract when you withdraw them. A federal tax penalty may apply
if you withdraw prior to age 59 1/2.
During the ANNUITY PAYOUT PHASE you will receive regular payments from your
contract, provided you annuitize. Annuitization involves beginning a series of
payments from the capital that has built up in your contract. The amount of your
payments during the annuity payout phase will, in part, be determined by your
contract's growth during the accumulation phase.
2. ANNUITY BENEFIT PAYMENTS
If you choose to annuitize your contract, you may select one of six annuity
options: (1) monthly payments guaranteed for your lifetime; (2) monthly payments
guaranteed for your lifetime, but for not less than 10 years; (3) monthly
payments for your lifetime with the guarantee that, if payments to you are less
than the accumulated value, a refund of the remaining value will be paid; (4)
monthly payments guaranteed for your lifetime and your survivor's lifetime; (5)
monthly payments guaranteed for your lifetime and your survivor's lifetime with
the payment to the survivor being reduced to 2/3; and (6) monthly payments
guaranteed for a specified period of 1 to 30 years.
You also need to decide if you want your annuity payments on a variable basis
(i.e., subject to fluctuation based on investment performance), on a fixed basis
(with benefit payments guaranteed at a fixed amount), or on a combination
variable and fixed basis. Once payments begin, the annuity option cannot be
changed.
3. PURCHASING THIS CONTRACT
You can buy a contract through your financial representative, who can also help
you complete the proper forms. There is no fixed schedule for making payments
into this contract. Payments are not limited as to frequency, but there are
certain limitations as to amount. Currently, the initial payment must be at
least $600
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and each subsequent investment must be at least $50. Minimum payments are lower
for certain employer-sponsored plans.
4. INVESTMENT OPTIONS
You have full investment control over the contract. You may allocate and
transfer money among the following investment options:
<TABLE>
<S> <C>
International Growth Balanced Portfolio
Portfolio
Capital Growth Portfolio Swiss Franc Bond Portfolio
Growth Shares Portfolio America Income Portfolio
Real Estate Growth Money Market Portfolio
Portfolio
Growth and Income Guarantee Period Accounts
Portfolio
Equity-Income Portfolio Fixed Account
</TABLE>
The Guarantee Period Accounts let you choose from among several different
Guarantee Periods during which principal and interest rates are guaranteed. The
Fixed Account guarantees principal and a minimum rate of interest (never less
than 3% compounded annually).
5. EXPENSES
Each year and upon surrender, a $30 contract fee is deducted from your contract.
The contract fee is waived if the value of the contract is $50,000 or more or if
the contract is issued to and maintained by the Trustees of a 401(k) plan. We
also deduct insurance charges which amount to 1.40% annually of the daily value
of your contract value allocated to the variable investment options. These
insurance charges include a mortality and expense risk charge of 1.25% and an
administrative expense charge of 0.15%. There are also investment management
fees and other portfolio operating expenses that vary by portfolio.
If you decide to surrender your contract, make withdrawals or receive payments
under certain annuity options, we may impose a surrender charge between 1% and
7% of the payment withdrawn, based on when your payments were made. In states
where premium taxes are imposed, a premium tax charge will be deducted either
when withdrawals are made or annuity payments commence.
There is currently no charge for transfers between investment options. We
reserve the right to assess a charge, not to exceed $25, for transfers in excess
of 12 per year.
The following chart is designed to help you understand the charges in your
contract. The column "Total Annual Charges" shows the total of the $30 contract
fee (which is represented as 0.04%), the 1.40% insurance charges and the
investment charges for each portfolio. The next two columns show two examples of
the charges, in dollar amounts, you would pay under a contract. The examples
assume that you invested $1,000 in a portfolio earning 5% annually and that you
withdraw your money: (1) at the end of year 1, and (2) at the end of year 10.
For year 1, the Total Annual Charges are assessed as well as the surrender
charges. For year 10, the example shows the aggregate of all the annual charges
assessed for 10 years, but there is no surrender charge. The premium tax is
assumed to be 0% in both examples.
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<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL EXPENSES AT
END OF
TOTAL ANNUAL TOTAL ANNUAL TOTAL ------------------------
INSURANCE PORTFOLIO ANNUAL (1) (2)
PORTFOLIO CHARGES EXPENSES* CHARGES 1 YEAR 10 YEARS
- --------------------------------------------------------- --------------- --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
International Growth Portfolio 1.44% 1.48% 2.92% $ 90 $ 321
Capital Growth Portfolio 1.44% 0.79% 2.23% $ 83 $ 253
Growth Shares Portfolio 1.44% 1.25% 2.69% $ 88 $ 299
Real Estate Growth Portfolio 1.44% 1.24% 2.68% $ 88 $ 298
Growth and Income Portfolio 1.44% 1.25% 2.69% $ 88 $ 299
Equity-Income Portfolio 1.44% 0.77% 2.21% $ 83 $ 251
Balanced Portfolio 1.44% 0.95% 2.39% $ 85 $ 269
Swiss Franc Bond Portfolio 1.44% 1.22% 2.66% $ 87 $ 296
America Income Portfolio 1.44% 1.23% 2.67% $ 88 $ 297
Money Market Portfolio 1.44% 0.99% 2.43% $ 85 $ 273
</TABLE>
The above insurance charges include the $30 annual contract fee (which is
represented as 0.04%).
*Portfolio expenses are estimated for the Growth Shares and Growth and Income
Portfolios which commenced operations on October 31, 1997. In addition,
Pioneering Management Corporation has agreed voluntarily to waive its management
fee and/or make other arrangements, if necessary, to reduce portfolio expenses.
For more information, see the Fee Table in the Prospectus for the Contract.
6. TAXES
You will not pay taxes until you withdraw money from your contract. During the
accumulation phase, earnings are withdrawn first and are taxed as ordinary
income. If you make a withdrawal prior to age 59 1/2, you may be subject to a
10% federal tax penalty on the earnings. Payments during the annuity payout
phase are considered partly a return of your investment and partly earnings. You
will be subject to income taxes on the earnings portion of each payment.
However, if your contract is funded with pre-tax or tax deductible dollars (such
as a pension or profit sharing plan contribution), then the entire payment will
be taxable.
7. WITHDRAWALS
You can withdraw money from your contract at any time during the accumulation
phase. Any payment invested for more than seven years can be withdrawn without a
surrender charge. For amounts invested seven years or less, you can withdraw,
without a charge, the GREATEST of: (1) 100% of cumulative earnings; (2) 15% of
the contract value per calendar year; or (3) if you are also the Annuitant, an
amount based on your life expectancy. (Similarly, no surrender charge will apply
if an amount is withdrawn based on the Annuitant's life expectancy if the Owner
is a trust or other non-natural person.) Where permitted by state law, the
surrender charges are also waived if, after the contract is issued, you (1) are
diagnosed with a fatal illness, (2) become disabled (before age 65) or (3) are
confined in a medical care facility until the later of one year from the issue
date or 90 days.
Any withdrawal from a Guarantee Period Account ("GPA") prior to the end of the
guarantee period will be subject to a market value adjustment which may increase
or decrease the value in the account. This adjustment will never impact your
original investment, nor will earnings in the GPA amount to less than an
effective annual rate of 3%.
8. PERFORMANCE
The following chart illustrates past returns for the portfolios since the
inception of each Sub-Account. The performance figures reflect the contract fee,
the insurance charges, the investment charges and all other
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expenses of the portfolio. They do not reflect the surrender charges which, if
applied, would reduce such performance. Please note that past performance is not
a guarantee of future results.
<TABLE>
<CAPTION>
CALENDAR YEARS
---------------------
PORTFOLIO 1997 1996
- ---------------------------------------------------------------------------------------- --------- ----------
<S> <C> <C>
International Growth Portfolio 3.38% 6.98%
Capital Growth Portfolio 22.94% 13.38%
Growth Shares Portfolio N/A N/A
Real Estate Growth Portfolio 19.46% 33.80%
Growth and Income Portfolio N/A N/A
Equity-Income Portfolio 33.33% 13.53%
Balanced Portfolio 15.50% 12.62%
Swiss Franc Bond Portfolio -8.25% -12.11%
America Income Portfolio 6.91% -0.17%
Money Market Portfolio 3.16% 3.00%
</TABLE>
9. DEATH BENEFIT
If the annuitant dies during the accumulation phase, we will pay the beneficiary
a death benefit. The death benefit is equal to the GREATEST of: (a) the
accumulated value increased for any positive market value adjustment; (b) gross
payments compounded daily at an annual rate of 5%, decreased proportionately to
reflect any prior withdrawals; or (c) the death benefit that would have been
payable on the most recent contract anniversary, increased for subsequent
payments and decreased proportionately for subsequent withdrawals.
This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the Accumulated Value (increased by any positive Market Value
Adjustment) or (b) gross payments compounded at the annual rate of 5%. The
higher of (a) or (b) will then be locked in until the second anniversary, at
which time the death benefit will be equal to the greatest of (a) the Contract's
then current Accumulated Value increased by any positive Market Value
Adjustment; (b) gross payments compounded at the annual rate of 5% or (c) the
locked-in value of the death benefit at the first anniversary. The greatest of
(a), (b) or (c) will be locked in until the next Contract anniversary. This
calculation will then be repeated on each anniversary while the Contract remains
in force and prior to the Annuity Date. As noted above, the values of (b) and
(c) will be decreased proportionately if withdrawals are taken.
10. OTHER INFORMATION
FREE-LOOK PERIOD: If you cancel your contract within 10 days after receiving it
(or whatever period is required by your state), you will receive a refund in
accordance with the terms of the contract's "Right to Examine Contract"
provision.
DOLLAR COST AVERAGING: You may elect to automatically transfer money on a
periodic basis from the America Income Portfolio, Money Market Portfolio or
Fixed Account to one or more of the other investment options, except the Fixed
Account and the Guarantee Period Accounts.
AUTOMATIC ACCOUNT REBALANCING: You may elect to automatically have your
contract's accumulated value periodically reallocated ("rebalanced") among your
chosen investment options to maintain your designated percentage allocation mix.
PROBATE FREE: In most cases, the death benefit is payable to the beneficiary
you select without having to go through probate.
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11. INQUIRIES
If you need more information about Pioneer Vision 2 you may contact us at
1-800-688-9915 or send correspondence to:
Pioneer Vision 2
Allmerica Financial
P.O. Box 8632
Boston, MA 02266-8632
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ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
WORCESTER, MASSACHUSETTS
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
PIONEER VARIABLE CONTRACTS TRUST
This Prospectus describes interests under flexible payment deferred combination
variable and fixed annuity contracts issued either on a group basis or as
individual contracts by Allmerica Financial Life Insurance and Annuity Company
(the "Company") to individuals and businesses in connection with retirement
plans which may or may not qualify for special federal income tax treatment.
(For information about a contract's tax status when used with a particular type
of plan, see "FEDERAL TAX CONSIDERATIONS.") Participation in a group contract
will be accounted for by the issuance of a certificate describing the
individual's interest under the group contract. Participation in an individual
contract will be evidenced by the issuance of an individual contract.
Certificates and individual contracts are referred to herein collectively as the
"Contract(s)." The following is a summary of information about these Contracts.
More detailed information can be found under the referenced captions in this
Prospectus.
Contract values may accumulate on a variable basis in the Contract's Variable
Account, known as Separate Account VA-P. The assets of the Variable Account are
divided into Sub-Accounts, each investing exclusively in shares of one of the
following Portfolios of the Pioneer Variable Contracts Trust ("the Fund"):
INTERNATIONAL GROWTH PORTFOLIO
CAPITAL GROWTH PORTFOLIO
GROWTH SHARES PORTFOLIO
REAL ESTATE GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
EQUITY-INCOME PORTFOLIO
BALANCED PORTFOLIO
SWISS FRANC BOND PORTFOLIO
AMERICA INCOME PORTFOLIO
MONEY MARKET PORTFOLIO
In most jurisdictions, values also may be allocated on a fixed basis to the
Fixed Account, which is part of the Company's General Account and, during the
accumulation period, to one or more of the Guarantee Period Accounts. Amounts
allocated to the Fixed Account earn interest at a guaranteed rate for one year
from the date allocated. Amounts allocated to a Guarantee Period Account earn a
fixed rate of interest for the duration of the applicable Guarantee Period. The
interest earned is guaranteed if held for the entire Guarantee Period. If
withdrawn or transferred prior to the end of the Guarantee Period, the value may
be increased or decreased by a Market Value Adjustment. Assets supporting
allocations to the Guarantee Period Accounts in the accumulation phase are held
in the Company's Separate Account GPA.
Additional information is contained in a Statement of Additional Information
dated May 1, 1998, filed with the Securities and Exchange Commission ("SEC") and
incorporated herein by reference. The Table of Contents of the Statement of
Additional Information is on page 4 of this Prospectus. The Statement of
Additional Information ("SAI") is available upon request and without charge. To
obtain the SAI, fill out and return the attached request card or contact Annuity
Client Services, telephone 1-800-688-9915.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS OF
PIONEER VARIABLE CONTRACTS TRUST. INVESTORS SHOULD RETAIN A COPY OF THIS
PROSPECTUS FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
DATED MAY 1, 1998
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THE CONTRACTS ARE OBLIGATIONS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY, AND ARE DISTRIBUTED BY ALLMERICA INVESTMENTS, INC. THE CONTRACTS ARE
NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR CREDIT
UNION. THE CONTRACTS ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION (FDIC), OR ANY OTHER FEDERAL AGENCY. INVESTMENTS IN THE
CONTRACTS ARE SUBJECT TO VARIOUS RISKS, INCLUDING THE FLUCTUATION OF VALUE AND
POSSIBLE LOSS OF PRINCIPAL.
THE CONTRACTS OFFERED BY THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIAL TERMS......................................................................... 5
SUMMARY............................................................................... 7
ANNUAL AND TRANSACTION EXPENSES....................................................... 12
CONDENSED FINANCIAL INFORMATION....................................................... 15
PERFORMANCE INFORMATION............................................................... 16
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND PIONEER
VARIABLE CONTRACTS TRUST............................................................. 19
INVESTMENT OBJECTIVES AND POLICIES.................................................... 21
INVESTMENT ADVISORY SERVICES.......................................................... 22
DESCRIPTION OF THE CONTRACT........................................................... 22
A. Payments......................................................................... 22
B. Right to Revoke Individual Retirement Annuity.................................... 23
C. Right to Revoke or Surrender in Some States...................................... 23
D. Transfer Privilege............................................................... 23
Automatic Transfers and Automatic Account Rebalancing Options................... 24
E. Surrender........................................................................ 24
F. Withdrawals...................................................................... 25
Systematic Withdrawals.......................................................... 25
Life Expectancy Distributions................................................... 26
G. Death Benefit.................................................................... 26
Death of the Annuitant Prior to the Annuity Date................................ 26
Death of an Owner Who is Not Also the Annuitant Prior to the Annuity Date....... 27
Payment of the Death Benefit Prior to the Annuity Date.......................... 27
Death of the Annuitant On or After the Annuity Date............................. 27
H. The Spouse of the Owner as Beneficiary........................................... 27
I. Assignment....................................................................... 28
J. Electing the Form of Annuity and the Annuity Date................................ 28
K. Description of Variable Annuity Payout Options................................... 29
L. Annuity Benefit Payments......................................................... 30
The Annuity Unit................................................................ 30
Determination of the First and Subsequent Annuity Benefit Payments.............. 30
M. NORRIS Decision.................................................................. 31
N. Computation of Values............................................................ 31
The Accumulation Unit........................................................... 31
Net Investment Factor........................................................... 31
CHARGES AND DEDUCTIONS................................................................ 32
A. Variable Account Deductions...................................................... 32
Mortality and Expense Risk Charge............................................... 32
Administrative Expense Charge................................................... 32
Other Charges................................................................... 33
B. Contract Fee..................................................................... 33
C. Premium Taxes.................................................................... 33
D. Contingent Deferred Sales Charge................................................. 34
Charge for Surrender and Withdrawal............................................. 34
Reduction or Elimination of Surrender Charge.................................... 34
Withdrawal Without Surrender Charge............................................. 36
Surrenders...................................................................... 36
Charge at the Time Annuity Benefit Payments Begin............................... 36
E. Transfer Charge.................................................................. 37
GUARANTEE PERIOD ACCOUNTS............................................................. 37
</TABLE>
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<TABLE>
<S> <C>
FEDERAL TAX CONSIDERATIONS............................................................ 39
A. Qualified and Non-Qualified Contracts............................................ 40
B. Taxation of the Contract in General.............................................. 40
Withdrawals Prior to Annuitization.............................................. 40
Annuity Payouts After Annuitization............................................. 40
Penalty on Distribution......................................................... 40
Assignments or Transfers........................................................ 41
Non-Natural Owners.............................................................. 41
Deferred Compensation Plans of State and Local Government and Tax-Exempt
Organizations.................................................................. 41
C. Tax Withholding.................................................................. 41
D. Provisions Applicable to Qualified Employer Plans................................ 41
Corporate and Self-Employed Pension and Profit Sharing Plans.................... 42
Individual Retirement Annuities................................................. 42
Tax-Sheltered Annuities......................................................... 42
Texas Optional Retirement Program............................................... 42
REPORTS............................................................................... 43
LOANS (QUALIFIED CONTRACTS ONLY)...................................................... 43
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..................................... 43
CHANGES TO COMPLY WITH LAW AND AMENDMENTS............................................. 44
VOTING RIGHTS......................................................................... 44
DISTRIBUTION.......................................................................... 45
LEGAL MATTERS......................................................................... 45
FURTHER INFORMATION................................................................... 45
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT................................ A-1
APPENDIX B -- SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT....................... B-1
APPENDIX C -- THE DEATH BENEFIT....................................................... C-1
APPENDIX D -- DIFFERENCES UNDER THE PIONEER VISION CONTRACT
(FORM A3023-95)....................................................... D-1
</TABLE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<TABLE>
<S> <C>
GENERAL INFORMATION AND HISTORY...................................................... 2
TAXATION OF THE CONTRACTS, THE VARIABLE ACCOUNT AND THE COMPANY...................... 3
SERVICES............................................................................. 3
UNDERWRITERS......................................................................... 3
ANNUITY BENEFIT PAYMENTS............................................................. 4
EXCHANGE OFFER....................................................................... 5
PERFORMANCE INFORMATION.............................................................. 7
FINANCIAL STATEMENTS................................................................. F-1
</TABLE>
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SPECIAL TERMS
ACCUMULATED VALUE: the sum of the value of all Accumulation Units in the
Sub-Accounts and of the value of all accumulations in the Fixed Account and
Guarantee Period Accounts credited to the Contract on any date before the
Annuity Date.
ACCUMULATION UNIT: a measure of the Owner's interest in a Sub-Account before
annuity benefit payments begin.
ANNUITANT: the person designated in the Contract upon whose life annuity benefit
payments are to be made.
ANNUITY DATE: the date on which annuity benefit payments begin.
ANNUITY UNIT: a measure of the value of the periodic annuity benefit payments
under the Contract.
FIXED ACCOUNT: the part of the Company's General Account that guarantees
principal and a fixed minimum interest rate and to which all or a portion of a
payment or transfer under the Contract may be allocated.
FIXED ANNUITY PAYOUT: an annuity payout option providing for annuity benefit
payments which remain fixed in amount throughout the annuity benefit payment
period selected.
GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.
GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited.
GUARANTEE PERIOD ACCOUNT: an account which corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period and is supported by assets in a
non-unitized separate account.
GUARANTEED INTEREST RATE: the annual effective rate of interest, after daily
compounding, credited to a Guarantee Period Account.
MARKET VALUE ADJUSTMENT: a positive or negative adjustment assessed if any
portion of a Guarantee Period Account is withdrawn or transferred prior to the
end of its Guarantee Period.
OWNER: the person, persons or entity entitled to exercise the rights and
privileges under the Contract. Joint Owners are permitted if one of the two is
the Annuitant.
SUB-ACCOUNT: a subdivision of the Variable Account. Each Sub-Account available
under the Contract invests exclusively in the shares of a corresponding
Portfolio of the Pioneer Variable Contracts Trust.
SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any Contract fee, contingent deferred sales charge, and Market
Value Adjustment.
UNDERLYING PORTFOLIOS (OR PORTFOLIOS): the International Growth Portfolio,
Capital Growth Portfolio, Growth Shares Portfolio, Real Estate Growth Portfolio,
Growth and Income Portfolio, Equity-Income Portfolio, Balanced Portfolio, Swiss
Franc Bond Portfolio, America Income Portfolio and Money Market Portfolio of the
Pioneer Variable Contracts Trust.
VALUATION DATE: a day on which the net asset value of the shares of any of the
Underlying Portfolios is determined and unit values of the Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no payment, withdrawal or surrender of a Contract was received)
when there is a sufficient degree of
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trading in an Underlying Portfolio's portfolio securities such that the current
net asset value of the Sub-Accounts may be affected materially.
VARIABLE ACCOUNT: Separate Account VA-P, one of the Company's separate accounts,
consisting of assets segregated from other assets of the Company. The investment
performance of the assets of the Variable Account is determined separately from
the other assets of the Company and are not chargeable with liabilities arising
out of any other business which the Company may conduct.
VARIABLE ANNUITY PAYOUT: an annuity payout option providing for payments varying
in amount in accordance with the investment experience of certain of the
Underlying Portfolios.
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SUMMARY
WHAT IS THE PIONEER VISION 2 VARIABLE ANNUITY?
The Pioneer Vision 2 variable annuity contract is an insurance contract designed
to help you, the Owner, accumulate assets for your retirement or other important
financial goals on a tax-deferred basis. The Contract combines the concept of
professional money management with the attributes of an annuity contract.
Features available through the Contract include:
- - a customized investment portfolio;
- - experienced professional investment advisers;
- - tax deferral on earnings;
- - guarantees that can protect your family during the accumulation phase;
- - income that can be guaranteed for life;
- - issue age up to your 90th birthday.
The Contract has two phases: an accumulation phase and, if you choose to
annuitize, an annuity payout phase. During the accumulation phase, your initial
payment and any additional payments you choose to make may be allocated among
the Sub-Accounts investing in the Portfolios of the Pioneer Variable Contracts
Trust (the "Fund"), to the Guarantee Period Accounts, and to the Fixed Account.
You select the investment options most appropriate for your investment needs. As
those needs change, you may also change your allocation without incurring any
tax consequences. The Contract's Accumulated Value is based on the investment
performance of the Portfolios and any accumulations in the Guarantee Period and
Fixed Accounts. No income taxes are paid on any earnings under the Contract
unless and until Accumulated Values are withdrawn. In addition, during the
accumulation phase, the beneficiaries receive certain protections and guarantees
in the event of the Annuitant's death. See discussion below: "WHAT HAPPENS UPON
MY DEATH DURING THE ACCUMULATION PHASE?"
WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?
During the annuity payout phase, the Annuitant can receive income based on
several annuity payout options. You choose the annuity payout option and the
date for annuity benefit payments to begin. You also decide whether you want
variable annuity benefit payments based on the investment performance of certain
Portfolios, fixed annuity benefit payments with payment amounts guaranteed by
the Company, or a combination of fixed and variable annuity benefit payments.
Among the payout options available during the annuity payout phase are:
- - periodic payments for your lifetime (assuming you are the Annuitant);
- - periodic payments for your life and the life of another person selected by
you;
- -periodic payments for your lifetime with guaranteed payments continuing to the
beneficiary for ten years in the event that you die before the end of ten
years;
- -periodic payments over a specified number of years (1 to 30); under this option
you may reserve the right to convert remaining payments to a lump-sum payout by
electing a "commutable" option.
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WHO ARE THE KEY PERSONS UNDER THE CONTRACT?
The Contract is between you, (the "Owner"), and Allmerica Financial Life
Insurance and Annuity Company ("Company"). Each Contract has an Owner (or an
Owner and a Joint Owner, in which case one of the two must also be the
Annuitant), an Annuitant and a beneficiary. As Owner, you make payments, choose
investment allocations and select the Annuitant and one or more beneficiaries.
The Annuitant is the individual who receives annuity benefit payments under the
Contract. The beneficiary is the person who receives any payment on the death of
the Owner or Annuitant.
HOW MUCH CAN I INVEST AND HOW OFTEN?
The number and frequency of payments are flexible, subject only to a $600
minimum for the initial payment ($1,000 in Washington) and a $50 minimum for any
additional payments. (A lower initial payment amount is permitted for certain
qualified plans and where monthly payments are being forwarded directly from a
financial institution.) In addition, a minimum of $1,000 is always required to
establish a Guarantee Period Account.
WHAT ARE MY INVESTMENT CHOICES?
The Contract permits net payments to be allocated among the Sub-Accounts, the
Guarantee Period Accounts, and the Fixed Account.
THE VARIABLE ACCOUNT. You have the choice of Sub-Accounts investing in the ten
Underlying Portfolios of the Fund:
<TABLE>
<S> <C>
International Growth Equity-Income Portfolio
Portfolio
Capital Growth Portfolio Balanced Portfolio
Growth Shares Portfolio Swiss Franc Bond Portfolio
Real Estate Growth Portfolio America Income Portfolio
Growth and Income Portfolio Money Market Portfolio
</TABLE>
Each Underlying Portfolio operates pursuant to different investment objectives,
discussed below, and this range of investment options enables you to allocate
your money among the Portfolios to meet your particular investment needs.
GUARANTEE PERIOD ACCOUNTS. Assets supporting the guarantees under the Guarantee
Period Accounts are held in the Company's Separate Account GPA, a non-unitized
insulated separate account. Values and benefits calculated on the basis of
Guarantee Period Account allocations, however, are obligations of the Company's
General Account. Amounts allocated to a Guarantee Period Account earn a
Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company may offer up to nine Guarantee Periods ranging from two to ten years
in duration. Once declared, the Guaranteed Interest Rate will not change during
the duration of the Guarantee Period. If amounts allocated to a Guarantee Period
Account are transferred, surrendered or applied to any annuity option at any
time other than the day following the last day of the applicable Guarantee
Period, a Market Value Adjustment will apply that may increase or decrease the
account's value; however, this adjustment will never be applied against your
principal. In addition, earnings in the GPA after application of the Market
Value Adjustment will not be less than an effective annual rate of 3%. For more
information about the Guarantee Period Accounts and the Market Value Adjustment,
see "GUARANTEE PERIOD ACCOUNTS."
THE GUARANTEE PERIOD ACCOUNTS MAY NOT BE AVAILABLE IN ALL STATES.
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FIXED ACCOUNT. The Fixed Account is part of the General Account which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. Furthermore, the initial
rate in effect on the date an amount is allocated to the Fixed Account will be
guaranteed for one year from that date. For more information about the Fixed
Account, see APPENDIX A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT."
WHO IS THE INVESTMENT ADVISER FOR THE PORTFOLIOS?
Pioneering Management Corporation ("Pioneer") is the investment adviser to each
Portfolio. Pioneer also provides investment research and portfolio management
services to a number of other retail mutual funds and certain institutional
clients. As of December 31, 1997, Pioneer advised mutual funds with a total
value of over $19.8 billion, which includes more than 1,000,000 U.S. shareholder
accounts and other institutional accounts. Pioneer is a wholly owned subsidiary
of The Pioneer Group, Inc. ("PGI"). PGI, established in 1928, is one of
America's oldest investment managers and has its principal place of business at
60 State Street, Boston, Massachusetts.
CAN I MAKE TRANSFERS AMONG THE INVESTMENT CHOICES?
Yes. Prior to the Annuity Date, you may transfer among the Sub-Accounts, the
Guarantee Period Accounts, and the Fixed Account. You will incur no current
taxes on transfers while your money remains in the Contract. See "D. Transfer
Privilege." The first 12 transfers in a Contract year are guaranteed to be free
of a transfer charge. For each subsequent transfer in a Contract year, the
Company does not currently charge, but reserves the right to assess a processing
charge guaranteed never to exceed $25.
WHAT IF I NEED MY MONEY BEFORE THE ANNUITY PAYOUT PHASE BEGINS?
You may surrender the Contract or make withdrawals any time before the annuity
payout phase begins. Each year you can take without a surrender charge the
greatest of 100% of cumulative earnings, 15% of the Contract's Accumulated Value
or, if you are both an Owner and the Annuitant, an amount based on your life
expectancy. (Similarly, no surrender charge will apply if an amount is withdrawn
based on the Annuitant's life expectancy if the Owner is a trust or other
non-natural person.) A 10% tax penalty may apply on all amounts deemed to be
income if you are under age 59 1/2. Additional amounts may be withdrawn at any
time but may be subject to the surrender charge for payments that have not been
invested in the Contract for more than seven years. (A Market Value Adjustment,
which may increase or decrease the value of the account, may apply to any
withdrawal made from a Guarantee Period Account prior to the expiration of the
Guarantee Period.)
In addition, except where prohibited by state law, you may withdraw all or a
portion of your money without a surrender charge if, after the Contract is
issued, you are admitted to a medical care facility, become disabled or are
diagnosed with a fatal illness. For details and restrictions, see "Reduction or
Elimination of Surrender Charge."
WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?
If the Annuitant, Owner or Joint Owner should die before the Annuity Date, a
death benefit will be paid to the beneficiary. Upon the death of the Annuitant
(or an Owner who is also an Annuitant), the death benefit is equal to the
highest of:
- - The Accumulated Value increased by any positive Market Value Adjustment;
- - Gross payments, with interest accumulating daily at an annual rate of 5%
starting on the date each payment is applied, and continuing throughout your
investments' entire accumulation phase, decreased proportionately to reflect
withdrawals; or
- - The death benefit that would have been payable on the most recent contract
anniversary, increased for subsequent payments and decreased proportionately
for subsequent withdrawals.
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This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the Accumulated Value (increased by any positive Market Value
Adjustment) or (b) gross payments compounded at the annual rate of 5%. The
higher of (a) or (b) will then be locked in until the second anniversary, at
which time the death benefit will be equal to the greatest of (a) the Contract's
then current Accumulated Value increased by any positive Market Value
Adjustment; (b) gross payments compounded at the annual rate of 5% or (c) the
locked-in value of the death benefit at the first anniversary. The greatest of
(a), (b) or (c) will be locked in until the next Contract anniversary. This
calculation will then be repeated on each anniversary while the Contract remains
in force and prior to the Annuity Date. As noted above, the values of (b) and
(c) will be decreased proportionately if withdrawals are taken.
At the death of an Owner who is not also the Annuitant, the death benefit will
equal the Accumulated Value of the Contract increased by any positive Market
Value Adjustment.
(If the Annuitant dies after the Annuity Date but before all guaranteed annuity
benefit payments have been made, the remaining payments will be paid to the
beneficiary at least as rapidly as under the annuity option in effect. See "G.
Death Benefit.")
WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?
If the Accumulated Value on a Contract anniversary and upon surrender is less
than $50,000, a $30 Contract fee will be deducted from the Contract. The
Contract fee is waived for Contracts issued to and maintained by a trustee of a
401(k) plan.
Should you decide to surrender the Contract, make withdrawals, or receive
payments under certain annuity payout options, you may be subject to a
contingent deferred sales charge. If applicable, this charge will be between 1%
and 7% of payments withdrawn, based on when the payments were made.
A deduction for state and local premium taxes, if any, may be made as described
under "C. Premium Taxes."
The Company will deduct a daily Mortality and Expense Risk Charge and a daily
Administrative Expense Charge equal to an annual rate of 1.25% and 0.15%,
respectively, of the average daily net assets invested in each Underlying
Portfolio. The Portfolios will incur certain management fees and expenses which
are more fully described in "Other Charges" under "A. Variable Account
Deductions" and in the prospectus for the Fund, which accompanies this
Prospectus.
CAN I EXAMINE THE CONTRACT?
Yes. The Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
canceled. (There may be a longer period in certain states; see the "Right to
Examine" provision on the cover of the Contract.) If you cancel the Contract,
you will receive a refund of any amounts allocated to the Fixed and Guarantee
Period Accounts and the Accumulated Value of any amounts allocated to the
Sub-Accounts (plus any fees or charges that may have been deducted.) However, if
state law requires, or if the Contract was issued as an Individual Retirement
Annuity (IRA) you will generally receive a refund of your entire payment. (In
certain states this refund may be the greater of (1) your entire payment or (2)
the amounts allocated to the Fixed and Guarantee Period Accounts plus the
Accumulated Value of amounts in the Sub-Accounts, plus any fees or charges
previously deducted.) See "B. Right to Revoke Individual Retirement Annuity" and
"C. Right to Revoke or Surrender in Some States."
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I HAVE THE PIONEER VISION CONTRACT (FORM A3023-95) -- ARE THERE ANY
DIFFERENCES BETWEEN THIS AND PIONEER VISION 2?
Yes. If your contract is issued on Form No. A3023-95, the first version of
Pioneer Vision, it is basically similar to the Contract described in this
Prospectus ("Pioneer Vision 2") except as specifically indicated in APPENDIX D,
"DIFFERENCES UNDER THE PIONEER VISION CONTRACT (FORM A3023-95)." Note that
APPENDIX D also includes the cumulative expense tables and performance figures
applicable to the Pioneer Vision Contract (Form A3023-95). The form number is
located in the bottom left-hand corner of the contract pages, and may include
some numbers or letters in addition to A3023-95 in order to identify state
variations.
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ANNUAL AND TRANSACTION EXPENSES
The following tables show charges under the Contract, expenses of the
Sub-Accounts, and expenses of the Underlying Portfolios. In addition to the
charges and expenses described below, premium taxes are applicable in some
states and are deducted as described under "C. Premium Taxes."
<TABLE>
<CAPTION>
YEARS FROM
CONTRACT CHARGES: DATE OF PAYMENT CHARGE
- ------------------------------------------------------------ --------------- ---------
<S> <C> <C>
0-1 7%
CONTINGENT DEFERRED SALES CHARGE: 2 6%
This charge may be assessed upon surrender, withdrawal or 3 5%
annuitization under any commutable period certain option or 4 4%
a noncommutable period certain option of less than ten 5 3%
years. The charge is a percentage of payments applied to the 6 2%
amount surrendered (in excess of any amount that is free of 7 1%
surrender charge) within the indicated time period. Thereafter 0%
TRANSFER CHARGE: None
The Company currently makes no charge for processing
transfers and guarantees that the first 12 transfers in a
Contract year will not be subject to a transfer charge. For
each subsequent transfer, the Company reserves the right to
assess a charge, guaranteed never to exceed $25, to
reimburse the Company for the costs of processing the
transfer.
CONTRACT FEE: $ 30
The fee is deducted annually and upon surrender prior to the
Annuity Date when Accumulated Value is less than $50,000.
The fee is waived for Contracts issued to and maintained by
the trustee of a 401(k) plan.
SUB-ACCOUNT EXPENSES:
(on annual basis as percentage of average daily net assets)
Mortality and Expense Risk Charge: 1.25%
Administrative Expense Charge: 0.15%
Total Asset Charge: 1.40%
</TABLE>
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PORTFOLIO EXPENSES: The following table shows the expenses of the Underlying
Portfolios as a percentage of average net assets for the year ended December 31,
1997. For more information concerning fees and expenses, see the prospectus for
the Underlying Portfolios.
<TABLE>
<CAPTION>
Total Portfolio
Other Expenses Expenses
Management Fee (After Applicable (After Waivers/
(After Voluntary Reimbursements and Reimbursements and
Portfolio Waivers) Offsets) Offsets)
- --------------------------------------- ------------------- ------------------- --------------------
<S> <C> <C> <C>
International Growth Portfolio......... 0.78% 0.70% 1.48%(2,3)
Capital Growth Portfolio............... 0.65% 0.14% 0.79%(2)
Growth Shares Portfolio(1)............. 0.00% 1.25% 1.25%(3)
Real Estate Growth Portfolio........... 0.88% 0.36% 1.24%(2,3)
Growth and Income Portfolio(1)......... 0.00% 1.25% 1.25%(3)
Equity-Income Portfolio................ 0.65% 0.12% 0.77%
Balanced Portfolio..................... 0.65% 0.30% 0.95%(2)
Swiss Franc Bond Portfolio............. 0.63% 0.59% 1.22%(2,3)
America Income Portfolio............... 0.38% 0.85% 1.23%(2,3)
Money Market Portfolio................. 0.33% 0.66% 0.99%(2,3)
</TABLE>
(1) These Portfolios commenced operations on October 31, 1997; therefore
expenses shown are estimated and annualized after expense reimbursements and
should not be considered representative of future expenses. Actual expenses may
be greater than shown.
(2) Total expenses are net of amounts paid in connection with certain expense
offset arrangements. Assuming no reduction for expense offset arrangements, (but
including fee waivers noted in footnote 3 below), total operating expenses for
fiscal year ended December 31, 1997, would have been 1.49% for International
Growth Portfolio, 0.80% for Capital Growth Portfolio, 1.25% for Real Estate
Growth Portfolio, 0.96% for Balanced Portfolio, 1.23% for Swiss Franc Portfolio,
1.26% for America Income Portfolio and 1.00% for Money Market Portfolio. No
offset arrangements affected Growth Shares Portfolio, Growth and Income
Portfolio and Equity-Income Portfolio.
(3) No waiver of management fees or reimbursement of other expenses affected
Capital Growth Portfolio, Equity-Income Portfolio and Balanced Portfolio. For
the fiscal year ended December 31, 1997, assuming no waiver of management fees
and no expense offset arrangements, Portfolio expenses as a percentage of the
average daily net assets were 1.71% for International Growth Portfolio, 0.80%
for Capital Growth Portfolio, 6.57% for Growth Shares Portfolio, 1.37% for Real
Estate Growth Portfolio, 5.30% for Growth and Income Portfolio, 0.96% for
Balanced Portfolio, 1.25% for Swiss Franc Bond Portfolio; 1.43% for America
Income Portfolio and 1.17% for Money Market Portfolio.
Pioneering Management Corporation ("Pioneer") is the investment adviser to each
Portfolio. As of the date of this prospectus, Pioneer has agreed voluntarily to
limit its management fee and/or reimburse each Portfolio for expenses to the
extent that total expenses will not exceed 1.50% for the International Growth
Portfolio; 1.25% for the Growth Shares Portfolio, the Real Estate Growth
Portfolio, the Growth and Income Portfolio, the Swiss Franc Bond Portfolio and
the America Income Portfolio and 1.00% for the Money Market Portfolio. The
declaration of a voluntary limitation and/or reimbursement in any year does not
bind the Manager to declare future expense limitations with respect to these
funds. These limitations/waivers may be terminated at any time with notice.
The following examples demonstrate the cumulative expenses which would be paid
by the Owner 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. Because the expenses of the Underlying Portfolios
differ, separate examples are used to illustrate the expenses incurred by the
Owner on an investment in the various Sub-Accounts.
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<PAGE>
THE INFORMATION GIVEN UNDER THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.
(1) If, at the end of the applicable time period, the Contract is surrendered or
annuitized* under a commutable period certain option or a non-commutable period
certain option of less than ten years, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
International Growth......................................................... $ 90 $ 135 $ 180 $ 321
Capital Growth............................................................... $ 83 $ 115 $ 147 $ 253
Growth Shares................................................................ $ 88 $ 128 $ 169 $ 299
Real Estate Growth........................................................... $ 88 $ 128 $ 169 $ 298
Growth and Income............................................................ $ 88 $ 128 $ 169 $ 299
Equity-Income................................................................ $ 83 $ 114 $ 146 $ 251
Balanced..................................................................... $ 85 $ 120 $ 155 $ 269
Swiss Franc Bond............................................................. $ 87 $ 127 $ 168 $ 296
America Income............................................................... $ 88 $ 128 $ 168 $ 297
Money Market................................................................. $ 85 $ 121 $ 157 $ 273
</TABLE>
(2) If, at the end of the applicable time period, the Contract is annuitized*
under a life option or a non-commutable period certain option of ten years or
more or if the Contract is NOT surrendered or annuitized, you would pay the
following expenses on a $1,000 investment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
International Growth......................................................... $ 29 $ 89 $ 152 $ 321
Capital Growth............................................................... $ 22 $ 69 $ 118 $ 253
Growth Shares................................................................ $ 27 $ 83 $ 141 $ 299
Real Estate Growth........................................................... $ 27 $ 82 $ 140 $ 298
Growth and Income............................................................ $ 27 $ 83 $ 141 $ 299
Equity-Income................................................................ $ 22 $ 68 $ 117 $ 251
Balanced..................................................................... $ 24 $ 74 $ 126 $ 269
Swiss Franc Bond............................................................. $ 27 $ 82 $ 139 $ 296
America Income............................................................... $ 27 $ 82 $ 140 $ 297
Money Market................................................................. $ 24 $ 75 $ 128 $ 273
</TABLE>
Pursuant to requirements of the SEC, the Contract fee has been reflected in the
examples by a method intended to show the "average" impact of the Contract fee
on an investment in the Variable Account. The total Contract fees collected by
the Company under the Contracts 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
deducted only when the accumulated value is less than $50,000. Lower costs apply
to Contracts owned and maintained under a 401(k) plan.
* The Contract fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any Contract year under
an option including a life contingency.
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ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
CONDENSED FINANCIAL INFORMATION
SEPARATE ACCOUNT VA-P
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
SUB-ACCOUNT 1997 1996 1995
-------------------------------------------------- ------ ------ -----
<S> <C> <C> <C>
INTERNATIONAL GROWTH
Unit Value:
Beginning of Period........................... 1.171 1.094 1.000
End of Period................................. 1.211 1.171 1.094
Number of Units Outstanding at End of Period (in
thousands)....................................... 40,248 20,852 2,460
CAPITAL GROWTH
Unit Value:
Beginning of Period........................... 1.314 1.158 1.000
End of Period................................. 1.615 1.314 1,158
Number of Units Outstanding at End of Period (in
thousands)....................................... 61,917 36,746 7,981
GROWTH SHARES
Unit Values
Beginning of Period........................... 0 N/A N/A
End of Period................................. 1.020 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)....................................... 4,454 N/A N/A
REAL ESTATE GROWTH
Unit Value:
Beginning of Period........................... 1.548 1.156 1.000
End of Period................................. 1.849 1.548 1.156
Number of Units Outstanding at End of Period (in
thousands)....................................... 19,820 7,063 342
GROWTH AND INCOME
Unit Value:
Beginning of Period........................... 0 N/A N/A
End of Period................................. 1.053 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)....................................... 4,171 N/A N/A
EQUITY-INCOME
Unit Value:
Beginning of Period........................... 1.388 1.222 1.000
End of Period................................. 1.851 1.388 1.222
Number of Units Outstanding at End of Period (in
thousands)....................................... 66,458 33,466 5,553
BALANCED
Unit Value:
Beginning of Period........................... 1.312 1.185 1.000
End of Period................................. 1.516 1.312 1.185
Number of Units Outstanding at End of Period (in
thousands)....................................... 25,548 12,579 2,171
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
SUB-ACCOUNT 1997 1996 1995
-------------------------------------------------- ------ ------ -----
<S> <C> <C> <C>
SWISS FRANC BOND
Unit Value:
Beginning of Period........................... 0.881 1.001 1.000
End of Period................................. 0.808 0.881 1.001
Number of Units Outstanding at End of Period (in
thousands)....................................... 26,864 14,677 886
AMERICA INCOME
Unit Value:
Beginning of Period........................... 1.042 1.043 1.000
End of Period................................. 1.114 1.042 1.043
Number of Units Outstanding at End of Period (in
thousands)....................................... 12,728 6,317 3,267
MONEY MARKET
Unit Value:
Beginning of Period........................... 1.063 1.031 1.000
End of Period................................. 1.097 1.063 1.031
Number of Units Outstanding at End of Period (in
thousands)....................................... 12,330 10,655 3,210
</TABLE>
PERFORMANCE INFORMATION
The Pioneer Vision 2 Contract was first offered to the public in 1996. The
Company, however, may advertise "total return" and "average annual total return"
performance information based on the periods that the Sub-Accounts have been in
existence and the periods that the Underlying Portfolios have been in existence.
Performance results for all periods shown below will be calculated with all
charges assumed to be those applicable to the Sub-Accounts, the Underlying
Portfolios, and, in Tables 1A and 2A, assuming that the Contract is surrendered
at the end of the applicable period and, alternatively, in Tables 1B and 2B,
assuming that it is not surrendered at the end of the applicable period. Both
the total return and yield figures are based on historical earnings and are not
intended to indicate future performance.
The total return of a Sub-Account refers to the total of the income generated by
an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage.
The average annual total return represents the average annual percentage change
in the value of an investment in the Sub-Account over a given period of time. It
represents averaged figures as opposed to the actual performance of a
Sub-Account, which will vary from year to year.
The yield of the Sub-Account investing in the Money Market Portfolio refers to
the income generated by an investment in the Sub-Account over a seven-day period
(which period will be specified in the advertisement). This income is then
"annualized" by assuming that the income generated in the specific week is
generated over a 52-week period. This annualized yield is shown as a percentage
of the investment. The "effective yield" calculation is similar but, when
annualized, the income earned by an investment in the Sub-Account is assumed to
be reinvested. Thus the effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.
The yield of a Sub-Account investing in a Portfolio other than the Money Market
Portfolio refers to the annualized income generated by an investment in the
Sub-Account over a specified 30-day or one-month period. The yield is calculated
by assuming that the income generated by the investment during that 30-day or
one-month period is generated each period over a 12-month period and is shown as
a percentage of the investment.
Quotations of average annual total return as shown in Table 1A are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent
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<PAGE>
one, five and ten year period or for a period covering the time the Sub-Account
has been in existence, if less than the prescribed periods. The calculation is
adjusted to reflect the deduction of the annual Sub-Account asset charge of
1.40%, the $30 annual Contract fee, Underlying Portfolio charges and the
contingent deferred sales charge which would be assessed if the investment were
completely withdrawn at the end of the specified period. Quotations of
supplemental average total returns, as shown in Table 1B, are calculated in
exactly the same manner and for the same periods of time except that it does not
reflect the contingent deferred sales charge but assumes that the Contract is
not surrendered at the end of the periods shown.
The performance shown in Tables 2A and 2B is calculated in exactly the same
manner as those in Tables 1A and 1B respectively; however, the period of time is
based on the Underlying Portfolios' lifetime, which may predate the
Sub-Account's inception date. These performance calculations are based on the
assumption that the Sub-Account corresponding to the applicable Underlying
Portfolio was actually in existence throughout the stated period and that the
contractual charges and expenses during that period were equal to those
currently assessed under the Contract.
For more detailed information about these performance calculations, including
actual formulas, see the SAI.
PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING PORTFOLIO IN WHICH THE SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS
DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION
OF WHAT MAY BE ACHIEVED IN THE FUTURE.
Performance information for a Sub-Account may be compared, in reports and
promotional literature, to: (1) the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman
Aggregate Bond Index or other unmanaged indices so that investors may compare
the Sub-Account results with those of a group of unmanaged securities widely
regarded by investors as representative of the securities markets in general;
(2) other groups of variable annuity separate accounts or other investment
products tracked by Lipper Analytical Services, a widely used independent
research firm which ranks mutual funds and other investment products by overall
performance, investment objectives, and assets, or tracked by other services,
companies, publications, or persons, who rank such investment products on
overall performance or other criteria; or (3) the Consumer Price Index (a
measure for inflation) to assess the real rate of return from an investment in
the Sub-Account. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs and
expenses.
At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues and
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the Underlying
Portfolios.
17
<PAGE>
TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
FOR YEAR SINCE
ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 SUB-ACCOUNT
- --------------------------------------------------------------------------------------- ----------- ------------
<S> <C> <C>
International Growth................................................................... -2.77% 5.51%
Capital Growth......................................................................... 15.94% 17.09%
Growth Shares.......................................................................... N/A -4.08%
Real Estate Growth..................................................................... 12.46% 23.12%
Growth and Income...................................................................... N/A -1.05%
Equity-Income.......................................................................... 26.33% 23.12%
Balanced............................................................................... 8.62% 15.01%
Swiss Franc Bond....................................................................... -13.71% -11.25%
America Income......................................................................... 0.55% 2.43%
Money Market........................................................................... -2.98% 1.70%
</TABLE>
TABLE 1B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
FOR YEAR SINCE
ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 SUB-ACCOUNT
- ---------------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
International Growth.................................................................... 3.38% 7.14%
Capital Growth.......................................................................... 22.94% 18.40%
Growth Shares........................................................................... N/A 1.99%
Real Estate Growth...................................................................... 19.46% 24.32%
Growth and Income....................................................................... N/A 5.21%
Equity-Income........................................................................... 33.33% 24.32%
Balanced................................................................................ 15.50% 16.43%
Swiss Franc Bond........................................................................ -8.25% -9.45%
America Income.......................................................................... 6.91% 4.12%
Money Market............................................................................ 3.16% 3.28%
</TABLE>
18
<PAGE>
TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF UNDERLYING PORTFOLIO
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
SINCE
FOR YEAR INCEPTION OF
ENDED UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 PORTFOLIO*
- ---------------------------------------------------------------------------------- ----------- ----------------
<S> <C> <C>
International Growth.............................................................. -2.77% 5.28%
Capital Growth.................................................................... 15.94% 17.07%
Growth Shares..................................................................... N/A -4.08%
Real Estate Growth................................................................ 12.46% 22.96%
Growth and Income................................................................. N/A -1.05%
Equity-Income..................................................................... 26.33% 23.02%
Balanced.......................................................................... 8.62% 15.46%
Swiss Franc Bond.................................................................. -13.71% -11.20%
America Income.................................................................... 0.55% 2.39%
Money Market...................................................................... -2.98% 1.69%
</TABLE>
TABLE 2B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF UNDERLYING PORTFOLIO
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
SINCE
FOR YEAR INCEPTION OF
ENDED UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 PORTFOLIO*
- ----------------------------------------------------------------------------------- ----------- -----------------
<S> <C> <C>
International Growth............................................................... 3.38% 6.86%
Capital Growth..................................................................... 22.94% 18.38%
Growth Shares...................................................................... N/A 1.99%
Real Estate Growth................................................................. 19.46% 24.16%
Growth and Income.................................................................. N/A 5.21%
Equity-Income...................................................................... 33.33% 24.21%
Balanced........................................................................... 15.50% 16.80%
Swiss Franc Bond................................................................... -8.25% -9.40%
America Income..................................................................... 6.91% 3.97%
Money Market....................................................................... 3.16% 3.26%
</TABLE>
* The inception date for Growth Shares and Growth and Income Portfolios
was 10/31/97. The inception date for the Swiss Franc Bond Portfolio was 11/1/95.
All other Portfolios commenced operations on 3/1/95.
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND PIONEER VARIABLE CONTRACTS TRUST
THE COMPANY
The Company is a life insurance company organized under the laws of Delaware in
July 1974. Its principal office ("Principal Office") is located at 440 Lincoln
Street, Worcester, MA 01653, telephone 508-855-1000. The Company is subject to
the laws of the state of Delaware governing insurance companies and to
regulation
19
<PAGE>
by the Commissioner of Insurance of Delaware. In addition, the Company is
subject to the insurance laws and regulations of other states and jurisdictions
in which it is licensed to operate. As of December 31, 1997, the Company had
over $9.4 billion in assets and over $26.6 billion of life insurance in force.
Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is an indirect wholly owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica") which, in turn, is a wholly owned
subsidiary of Allmerica Financial Corporation ("AFC"). First Allmerica,
originally organized under the laws of Massachusetts in 1844 as a mutual life
insurance company and known as State Mutual Life Assurance Company of America,
converted to a stock life insurance company and adopted its present name on
October 16, 1995. First Allmerica is the fifth oldest life insurance company in
America. As of December 31, 1997, First Allmerica and its subsidiaries
(including the Company) had over $16.3 billion in combined assets and over $43.8
billion in life insurance in force.
The Company is a charter member of the Insurance Marketplace Standard
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.
THE VARIABLE ACCOUNT
The Variable Account is a separate investment account of the Company referred to
as Separate Account VA-P. The assets used to fund the variable portions of the
Contract are set aside in the Sub-Accounts of the Variable Account, and are kept
separate and apart from the general assets of the Company. Each Sub-Account is
administered and accounted for as part of the general business of the Company,
but the income, capital gains or capital losses of each Sub-Account are
allocated to such Sub-Account, without regard to other income, capital gains or
capital losses of the Company. Under Delaware law, the assets of the Variable
Account may not be charged with any liabilities arising out of any other
business of the Company.
The Variable Account was authorized by vote of the Board of Directors of the
Company on October 27, 1994. The Variable Account meets the definition of a
"separate account" under federal securities laws, and is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 ("1940
Act"). Such registration does not involve the supervision of management or
investment practices or policies of the Variable Account or the Company by the
SEC.
The Company may offer other variable annuity contracts investing in the Variable
Account which are not discussed in this Prospectus. The Variable Account also
may invest in other underlying funds which are not available to the Contracts
described in this Prospectus. The Company reserves the right, subject to
compliance with applicable law, to change the names of the Variable Account and
the Sub-Accounts.
PIONEER VARIABLE CONTRACTS TRUST
Pioneer Variable Contracts Trust (the "Fund") is an open-end, management
investment company registered with the SEC under the 1940 Act. Such registration
does not involve supervision by the SEC of the investments or investment policy
of the Fund or its separate investment Portfolios. Pioneering Management
Corporation ("Pioneer") is the investment adviser to each Portfolio.
The Fund was established to provide a vehicle for the investment of assets of
various separate accounts supporting variable insurance policies. The Fund
currently has ten investment portfolios ("Underlying Portfolios"), each issuing
a separate series of shares: International Growth Portfolio, Capital Growth
Portfolio, Growth Shares Portfolio, Real Estate Growth Portfolio, Growth and
Income Portfolio, Equity-Income Portfolio, Balanced Portfolio, Swiss Franc Bond
Portfolio, America Income Portfolio and Money Market
20
<PAGE>
Portfolio. The assets of each Portfolio are held separately from the assets of
the other Portfolios. Each Portfolio operates as a separate investment vehicle,
and the income or losses of one Portfolio have no effect on the investment
performance of another Portfolio. Shares of the Fund may be sold directly to
separate accounts established and maintained by insurance companies for the
purpose of funding variable contracts and to certain qualified pension and
retirement plans.
INVESTMENT OBJECTIVES AND POLICIES
A summary of investment objectives of each of the Underlying Portfolios is set
forth below. More detailed information regarding the investment objectives,
restrictions and risks, expenses paid by the Underlying Portfolios, and other
relevant information regarding the Underlying Portfolios may be found in the
prospectus for the Fund, which accompanies this Prospectus and should be read
carefully before investing. The Statement of Additional Information for the Fund
("SAI for the Fund") is available upon request.
INTERNATIONAL GROWTH PORTFOLIO -- seeks long-term growth of capital primarily
through investments in non-U.S. equity securities and related depository
receipts.
CAPITAL GROWTH PORTFOLIO -- seeks capital appreciation through a diversified
portfolio of securities consisting primarily of common stocks.
GROWTH SHARES PORTFOLIO -- seeks appreciation of capital through investments in
common stock, together with preferred stocks, bonds, and debentures which are
convertible into common stocks. Current income will be incidental to the
Portfolio's primary objective.
REAL ESTATE GROWTH PORTFOLIO -- seeks long-term growth of capital primarily
through investments in the securities of real estate investment trusts (REITS)
and other real estate industry companies. Current income is the Portfolio's
secondary investment objective.
GROWTH AND INCOME PORTFOLIO -- seeks reasonable income and growth by investing
in a broad list of carefully selected, reasonably priced securities.
EQUITY-INCOME PORTFOLIO -- seeks current income and long-term capital growth by
investing in a portfolio of income-producing equity securities of U.S.
corporations. The Portfolio's goal is to achieve a current dividend yield which
exceeds the published composite yield of the securities comprising the S&P 500.
BALANCED PORTFOLIO -- seeks capital growth and current income by actively
managing investments in a diversified portfolio of equity securities and bonds.
SWISS FRANC BOND PORTFOLIO -- seeks to approximate the performance of the Swiss
franc relative to the U.S. dollar while earning a reasonable level of income.
AMERICA INCOME PORTFOLIO -- seeks as high a level of current income as is
consistent with the preservation of capital. This Portfolio invests exclusively
in United States ("U.S.") Government Securities and in "when issued" commitments
and repurchase agreements with respect to such securities.
MONEY MARKET PORTFOLIO -- seeks current income consistent with preserving
capital and providing liquidity.
If there is a material change in the investment policy of a Sub-Account or the
Underlying Portfolio in which it invests, the Owner will be notified of the
change. If the Owner has values allocated to that Sub-Account, the Company will
transfer it without charge on written request by the Owner to another
Sub-Account or to the Fixed Account. The Company must receive such written
request within 60 days of the later of (1) the effective date of the change in
the investment policy, or (2) the receipt of the notice of the Owner's right to
transfer.
21
<PAGE>
THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS WILL BE
MET.
INVESTMENT ADVISORY SERVICES
Each Portfolio pays a management fee to Pioneer for managing its investments and
business affairs. Each Portfolio's management fee is computed daily and paid
monthly at the following annual rate:
<TABLE>
<CAPTION>
MANAGEMENT FEE AS A
% OF PORTFOLIO'S
AVERAGE
DAILY NET ASSETS
-----------------------
<S> <C>
International Growth...................................................................... 1.00%
Capital Growth............................................................................ 0.65%
Growth Shares............................................................................. 0.65%
Real Estate Growth........................................................................ 1.00%
Growth and Income......................................................................... 0.65%
Equity-Income............................................................................. 0.65%
Balanced.................................................................................. 0.65%
Swiss Franc Bond.......................................................................... 0.65%
America Income............................................................................ 0.55%
Money Market.............................................................................. 0.50%
</TABLE>
DESCRIPTION OF THE CONTRACT
A. PAYMENTS
The Company's underwriting requirements, which include receipt of the initial
payment and allocation instructions by the Company at its Principal Office, must
be met before a Contract can be issued. These requirements also may include the
proper completion of an application; however, where permitted, the Company may
issue a Contract without completion of an application and/or signature for
certain classes of Contracts. Payments are to be made payable to the Company. A
net payment is equal to the payment received less the amount of any applicable
premium tax.
The initial net payment will be credited to the Contract and allocated among the
requested accounts as of the date that all issue requirements are properly met.
If all issue requirements are not complied with within five business days of the
Company's receipt of the initial payment, the payment will be returned unless
the Owner specifically consents to the holding of the initial payment until
completion of any outstanding issue requirements. Subsequent payments will be
credited as of the Valuation Date received at the Principal Office.
Payments are not limited as to frequency and number, but there are certain
limitations as to amount. Currently, the initial payment must be at least $600
($1,000 in Washington). Under a salary deduction or monthly automatic payment
plan, the minimum initial payment is $50. In all cases, each subsequent payment
must be at least $50. Where the contribution on behalf of an employee under an
employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Contract on the employee if the plan's average
annual contribution per eligible plan participant is at least $600. The minimum
allocation to a Guarantee Period Account is $1,000. If less than $1,000 is
allocated to a Guarantee Period Account, the Company reserves the right to apply
that amount to the Money Market Portfolio.
Generally, unless otherwise requested, all payments will be allocated among the
accounts in the same proportion that the initial net payment is allocated or, if
subsequently changed, according to the most recent allocation instructions. The
Owner may change allocation instructions for new payments pursuant to a written
or telephone request. If telephone requests are elected by the Owner, a properly
completed authorization must be on file before telephone requests will be
honored. The policy of the Company and its agents and affiliates is that they
will not be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated
22
<PAGE>
by telephone are genuine; otherwise, the Company may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures the Company
follows for transactions initiated by telephone include requirements that
callers on behalf of an Owner identify themselves by name and identify the
Annuitant by name, date of birth and social security number. All transfer
instructions by telephone are tape recorded.
B. RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY
An individual purchasing a Contract intended to qualify as an IRA may revoke the
Contract at any time within ten days after receipt of the Contract and receive a
refund. In order to revoke the Contract, the Owner must mail or deliver the
Contract to the agent through whom the Contract was purchased, to the Company's
Principal Office at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur within ten days after receipt of
the Contract for revocation to be effective.
Within seven days, the Company will provide a refund equal to gross payment(s)
received. In some states, however, the refund may equal the greater of (a) gross
payments or (b) the amounts allocated to the Fixed and Guaranteed Period
Accounts plus the Accumulated Value of amounts in the Sub-Accounts plus any
amounts deducted under the Contract or by the Underlying Portfolios for taxes,
charges or fees. At the time the Contract is issued the "Right to Examine
Contract" provision on the cover page of the Contract will specifically indicate
whether the refund will be equal to gross payments or equal to the greater of
(a) or (b) as set forth above.
The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.
C. RIGHT TO REVOKE OR SURRENDER IN SOME STATES
In Georgia, Idaho, Indiana, Michigan, Missouri, North Carolina, Oklahoma,
Oregon, South Carolina, Texas, Utah, Washington and West Virginia, an Owner may
revoke the Contract at any time within ten days (20 days in Idaho) after receipt
of the Contract, and receive a refund as described under "B. Right to Revoke
Individual Retirement Annuity," above.
In all other states, an Owner may return the Contract at any time within ten
days (or the number of days required by state law if more than ten) after
receipt of the Contract. The Company will pay to the Owner an amount equal to
the sum of (1) the difference between the amount paid, including fees, and any
amount allocated to the Variable Account, and (2) the Accumulated Value of
amounts allocated to the Variable Account as of the date the request is
received. If the Contract was purchased as an IRA, the IRA revocation right
described above may be utilized in lieu of the special surrender right.
D. TRANSFER PRIVILEGE
Prior to the Annuity Date, the Owner may transfer amounts among accounts at any
time upon written or telephone request to the Company. As discussed in "A.
Payments," a properly completed authorization form must be on file before
telephone requests will be honored. Transfer values will be based on the
Accumulated Value next computed after receipt of the transfer request.
Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to the Money Market Portfolio.
Currently, the Company makes no charge for transfers. The first twelve transfers
in a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company
23
<PAGE>
does not currently charge but reserves the right to assess a charge, guaranteed
never to exceed $25, to reimburse it for the expense of processing transfers.
The Owner may authorize an independent third party to transact allocations and
transfers in accordance with an asset allocation strategy or other investment
strategy. The Company may provide administrative or other support services to
these independent third parties, however, the Company does not engage any third
parties to offer allocation or other investment services under this Contract,
does not endorse or review any allocation or transfer recommendations and is not
responsible for the investment results of such allocations or transfers
transacted on the Owner's behalf. In addition, the Company reserves the right to
discontinue services or limit the number of Portfolios that it may provide such
services to. The Company does not charge the Owner for providing additional
support services.
AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING) AND AUTOMATIC ACCOUNT REBALANCING
OPTIONS. The Owner may elect automatic transfers of a predetermined dollar
amount, not less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually) from the Money Market Portfolio, the America Income
Portfolio or the Fixed Account (the source account) to one or more Portfolios.
Automatic transfers may not be made into the Fixed Account, the Guarantee Period
Accounts or, if applicable, the Portfolio being used as the source account. If
an automatic transfer would reduce the balance in the source account to less
than $100, the entire balance will be transferred proportionately to the chosen
Portfolios. Automatic transfers will continue until the amount in the source
account on a transfer date is zero or the Owner's request to terminate the
option is received by the Company. If additional amounts are allocated to the
source account after its balance has fallen to zero, this option will not
restart automatically, and the Owner must provide a new request to the Company.
To the extent permitted by state law, the Company reserves the right, from time
to time, to credit an enhanced interest rate to certain initial and/or
subsequent payments which are deposited into the Fixed Account and which utilize
the Fixed Account as the source account for the payment from which to process
automatic transfers. For more information see APPENDIX A, "MORE INFORMATION
ABOUT THE FIXED ACCOUNT."
The Owner may request automatic rebalancing of Sub-Account allocations on a
monthly, bi-monthly, quarterly, semi-annual or annual basis in accordance with
specified percentage allocations. As frequently as requested, the Company will
review the percentage allocations in the Portfolios and, if necessary, transfer
amounts to ensure conformity with the designated percentage allocation mix. If
the amount necessary to re-establish the mix on any scheduled date is less than
$100, no transfer will be made. Automatic Account Rebalancing will continue
until the Owner's request to terminate or change the option is received by the
Company. As such, subsequent payments allocated in a manner different from the
percentage allocation mix in effect on the date the payment is received will be
reallocated in accordance with the existing mix on the next scheduled date
unless the Owner's timely request to change the mix or terminate the option is
received by the Company.
The Company reserves the right to limit the number of Portfolios that may be
utilized for automatic transfers and rebalancing, and to discontinue either
option upon advance written notice. Currently, Dollar Cost Averaging and
Automatic Account Rebalancing may not be in effect simultaneously. Either option
may be elected when the Contract is purchased or at a later date.
E. SURRENDER
At any time prior to the Annuity Date, the Owner may surrender the Contract and
receive an amount equal to the Surrender Value. The Owner must return the
Contract and a signed, written request for surrender, satisfactory to the
Company, to the Principal Office. The amount payable to the Owner upon surrender
will be based on the Contract's Accumulated Value as of the Valuation Date on
which the request and the Contract are received at the Principal Office.
24
<PAGE>
Before the Annuity Date, a contingent deferred sales charge may be deducted when
a Contract is surrendered if payments have been credited to the Contract during
the last seven full Contract years. See "CHARGES AND DEDUCTIONS." The Contract
fee will be deducted upon surrender of the Contract.
After the Annuity Date, only a Contract under which a commutable period certain
option has been elected may be surrendered. The Surrender Amount is the commuted
value of any unpaid installments, computed on the basis of the assumed interest
rate incorporated in such annuity benefit payments. No contingent deferred sales
charge is imposed after the Annuity Date.
Any amount surrendered normally is payable within seven days following the
Company's receipt of the surrender request. The Company reserves the right to
defer surrenders and withdrawals of amounts in each Sub-Account in any period
during which (1) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays, (2) the SEC has, by order, permitted such suspension, or (3) an
emergency, as determined by the SEC, exists such that disposal of portfolio
securities or valuation of assets of a separate account is not reasonably
practicable.
The right is reserved by the Company to defer surrenders and withdrawals of
amounts allocated to the Company's Fixed Account and Guarantee Period Accounts
for a period not to exceed six months.
The surrender rights of Owners who are participants under Section 403(b) plans
or who are participants in the Texas Optional Retirement Program ("Texas ORP")
are restricted; see "Tax-Sheltered Annuities" and "Texas Optional Retirement
Program."
For important tax consequences which may result from surrender, see "FEDERAL TAX
CONSIDERATIONS."
F. WITHDRAWALS
At any time prior to the Annuity Date, the Owner may withdraw a portion of the
Accumulated Value of his or her Contract, subject to the limits stated below.
The Owner must submit to the Principal Office a signed, written request for
withdrawal, satisfactory to the Company. The written request must indicate the
dollar amount the Owner wishes to receive and the accounts from which such
amount is to be withdrawn. The amount withdrawn equals the amount requested by
the Owner plus any applicable contingent deferred sales charge, as described
under "CHARGES AND DEDUCTIONS." In addition, amounts withdrawn from a Guarantee
Period Account prior to the end of the applicable Guarantee Period will be
subject to a Market Value Adjustment, as described under "GUARANTEE PERIOD
ACCOUNTS."
Where allocations have been made to more than one account, a percentage of the
withdrawal may be allocated to each such account. A withdrawal from a
Sub-Account will result in cancellation of a number of units equivalent in value
to the amount withdrawn, computed as of the Valuation Date that the request is
received at the Principal Office.
Each withdrawal must be in a minimum amount of $100. No withdrawal will be
permitted if the Accumulated Value remaining under the Contract would be reduced
to less than $1,000. Withdrawals will be paid in accordance with the time
limitations described under "E. Surrender."
For important restrictions on withdrawals which are applicable to Owners who are
participants under Section 403(b) plans or under the Texas ORP, see "FEDERAL TAX
CONSIDERATIONS," "Tax-Sheltered Annuities" and "Texas Optional Retirement
Program." For important tax consequences which may result from withdrawals, see
"FEDERAL TAX CONSIDERATIONS."
SYSTEMATIC WITHDRAWALS. The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a monthly, bi-monthly, quarterly,
25
<PAGE>
semi-annual or annual basis. Systematic withdrawals from Guarantee Period
Accounts are not available. The minimum amount of each automatic withdrawal is
$100, and will be subject to any applicable withdrawal charges. If elected at
the time of purchase, the Owner must designate in writing the specific dollar
amount of each withdrawal and the percentage of this amount which should be
taken from each designated Sub-Account and/or the Fixed Account. Systematic
withdrawals then will begin on the date indicated on the application. If elected
after the issue date, the Owner may elect, by written request, a specific dollar
amount and the percentage of this amount to be taken from each designated
Sub-Account and/or the Fixed Account, or the Owner may elect to withdraw a
specific percentage of the Accumulated Value calculated as of the withdrawal
dates, and may designate the percentage of this amount which should be taken
from each account. The first withdrawal will take place on the date the written
request is received at the Principal Office or, if later, on a date specified by
the Owner.
If a withdrawal would cause the remaining Accumulated Value to be less than
$1,000, systematic withdrawals will be discontinued. Systematic withdrawals will
cease automatically on the Annuity Date. The Owner may change or terminate
systematic withdrawals only by written request to the Principal Office.
LIFE EXPECTANCY DISTRIBUTIONS. Prior to the Annuity Date an Owner who also is
the Annuitant may elect to make a series of systematic withdrawals from the
Contract according to a life expectancy distribution ("LED") option by returning
a properly signed LED request form to the Principal Office. The LED option
permits the Owner to make systematic withdrawals from the Contract over his or
her lifetime. The amount withdrawn from the Contract changes each year, because
life expectancy changes each year that a person lives. For example, actuarial
tables indicate that a person age 70 has a life expectancy of 16 years, but a
person who attains age 86 has a life expectancy of another 6.5 years.
If an Owner elects the LED option, in each calendar year a fraction of the
Accumulated Value is withdrawn based on the Owner's then life expectancy. The
numerator of the fraction is 1 (one), and the denominator of the fraction is the
remaining life expectancy of the Owner, as determined annually by the Company.
The resulting fraction, expressed as a percentage, is applied to the Accumulated
Value at the beginning of the year to determine the amount to be distributed
during the year. The Owner may elect monthly, bi-monthly, quarterly,
semi-annual, or annual distributions, and may terminate the LED option at any
time. The Owner also may elect to receive distributions under an LED option
which is determined on the joint life expectancy of the Owner and a beneficiary.
The Company also may offer other systematic withdrawal options.
Where the Owner is a trust or other non-natural person, the Owner may elect the
LED option based on the Annuitant's life expectancy.
If an Owner makes withdrawals under the LED option prior to age 59 1/2, the
withdrawals may be treated by the Internal Revenue Service ("IRS") as premature
distributions from the Contract. The payments then would be taxed on an "income
first" basis and be subject to a 10% federal tax penalty. For more information,
see "FEDERAL TAX CONSIDERATIONS" and "B. Taxation of the Contracts in General."
G. DEATH BENEFIT
In the event that the Annuitant, Owner or Joint Owner, if applicable, dies while
the Contract is in force, the Company will pay the beneficiary a death benefit,
except where the Contract is continued as provided in "H. The Spouse of the
Owner as Beneficiary." The amount of the death benefit and the time requirements
for receipt of payment may vary depending upon whether the Annuitant or an Owner
dies first, and whether death occurs prior to or after the Annuity Date.
DEATH OF THE ANNUITANT PRIOR TO THE ANNUITY DATE. At the death of the Annuitant
(including an Owner who is also the Annuitant), the benefit is equal to the
greatest of (a) the Accumulated Value under the Contract increased by any
positive Market Value Adjustment; (b) gross payments compounded daily at an
annual rate of 5% starting on the date each payment is applied, decreased
proportionately to reflect withdrawals (for each
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withdrawal, the proportionate reduction is calculated as the death benefit under
this option immediately prior to the withdrawal multiplied by the withdrawal
amount and divided by the Accumulated Value immediately prior to the
withdrawal); or (c) the death benefit that would have been payable on the most
recent contract anniversary, increased for subsequent payments and decreased
proportionately for subsequent withdrawals.
This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the Accumulated Value (increased by any positive Market Value
Adjustment) or (b) gross payments compounded at the annual rate of 5%. The
higher of (a) or (b) will then be locked in until the second anniversary, at
which time the death benefit will be equal to the greatest of (a) the Contract's
then current Accumulated Value increased by any positive Market Value
Adjustment; (b) gross payments compounded at the annual rate of 5% or (c) the
locked-in value of the death benefit at the first anniversary. The greatest of
(a), (b) or (c) will be locked in until the next Contract anniversary. This
calculation will then be repeated on each anniversary while the Contract remains
in force and prior to the Annuity Date. As noted above, the values of (b) and
(c) will be decreased proportionately if withdrawals are taken. See APPENDIX C,
"THE DEATH BENEFIT" for specific examples of death benefit calculations.
DEATH OF AN OWNER WHO IS NOT ALSO THE ANNUITANT PRIOR TO THE ANNUITY DATE. If
an Owner who is not also the Annuitant dies before the Annuity Date, the death
benefit will be the Accumulated Value increased by any positive Market Value
Adjustment. The death benefit never will be reduced by a negative Market Value
Adjustment.
PAYMENT OF THE DEATH BENEFIT PRIOR TO THE ANNUITY DATE. The death benefit
generally will be paid to the beneficiary in one sum within seven business days
of the receipt of due proof of death at the Principal Office unless the Owner
has specified a death benefit annuity option. Instead of payment in one sum, the
beneficiary may, by written request, elect to:
(1) defer distribution of the death benefit for a period no more than five years
from the date of death; or
(2) receive a life annuity or an annuity for a period certain not extending
beyond the beneficiary's life expectancy, with annuity benefit payments
beginning one year from the date of death.
If distribution of the death benefit is deferred under (1) or (2), any value in
the Guarantee Period Accounts will be transferred to the Sub-Account investing
in the Money Market Portfolio. The excess, if any, of the death benefit over the
Accumulated Value also will be added to the Money Market Portfolio. The
beneficiary may, by written request, effect transfers and withdrawals during the
deferral period and prior to annuitization under (2), but may not make
additional payments. The death benefit will reflect any earnings or losses
experienced during the deferral period. If there are multiple beneficiaries, the
consent of all is required.
With respect to the death benefit, the Accumulated Value under the Contract will
be based on the unit values next computed after receipt of due proof of death.
DEATH OF THE ANNUITANT ON OR AFTER THE ANNUITY DATE. If the Annuitant's death
occurs on or after the Annuity Date but before completion of all guaranteed
annuity benefit payments, any unpaid amounts or installments will be paid to the
beneficiary. The Company must pay out the remaining payments at least as rapidly
as under the payment option in effect on the date of the Annuitant's death.
H. THE SPOUSE OF THE OWNER AS BENEFICIARY
The Owner's spouse, if named as the sole beneficiary, may by written request
continue the Contract in lieu of receiving the amount payable upon death of the
Owner. Upon such election, the spouse will become the Owner and Annuitant
subject to the following: (1) any value in the Guarantee Period Accounts will be
transferred to the Money Market Portfolio and (2) the excess, if any, of the
death benefit over the Contract's Accumulated Value also will be added to the
Money Market Portfolio. This value never will be subject to a
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surrender charge when withdrawn. Additional payments may be made; however, a
surrender charge will apply to these amounts if they have not been invested in
the Contract for more than seven years. All other rights and benefits provided
in the Contract will continue, except that any subsequent spouse of such new
Owner will not be entitled to continue the Contract upon such new Owner's death.
I. ASSIGNMENT
The Contract, other than those sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and while the
Annuitant is alive (see "FEDERAL TAX CONSIDERATIONS"). The Company will not be
deemed to have knowledge of an assignment unless it is made in writing and filed
at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.
J. ELECTING THE FORM OF ANNUITY AND THE ANNUITY DATE
The Annuity Date is selected by the Owner. To the extent permitted in your
state, the Annuity Date may be the first day of any month (1) before the
Annuitant's 85th birthday, if the Annuitant's age on the issue date of the
Contract is 75 or under, or (2) within ten years from the issue date of the
Contract and before the Annuitant's 90th birthday, if the Annuitant's age on the
issue date is between 76 and 90. The Owner may elect to change the Annuity Date
by sending a request to the Principal Office at least one month before the
Annuity date. The new Annuity Date must be the first day of any month occurring
before the Annuitant's 90th birthday, and must be within the life expectancy of
the Annuitant. The Company shall determine such life expectancy at the time a
change in Annuity Date is requested. The Internal Revenue Code (the "Code") and
the terms of qualified plans impose limitations on the age at which annuity
benefit payments may commence and the type of annuity option selected. See
"FEDERAL TAX CONSIDERATIONS" for further information.
Subject to certain restrictions described below, the Owner has the right (1) to
select the annuity option under which annuity benefit payments are to be made,
and (2) to determine whether payments are to be made on a fixed basis, a
variable basis, or a combination fixed and variable basis. Annuity benefit
payments are determined according to the annuity tables in the Contract, by the
annuity option selected, and by the investment performance of the accounts
selected.
To the extent a fixed annuity payout is selected, Accumulated Value will be
transferred to the Fixed Account of the Company, and the annuity benefit
payments will be fixed in amount. See APPENDIX A, "MORE INFORMATION ABOUT THE
FIXED ACCOUNT."
Under a variable annuity payout, a payment equal to the value of the fixed
number of Annuity Units in the Sub-Accounts is made monthly, quarterly,
semi-annually or annually. Since the value of an Annuity Unit in a Sub-Account
will reflect the investment performance of the Sub-Account, the amount of each
annuity benefit payment will vary.
The annuity option(s) selected must produce an initial payment of at least $50
(a lower amount may be required in some states). The Company reserves the right
to increase this minimum amount. If the annuity option(s) selected do(es) not
produce an initial payment which meets this minimum, a single payment may be
made. Once the Company begins making annuity benefit payments, the Annuitant
cannot make withdrawals or surrender the annuity benefit, except where the
Annuitant has elected a commutable period certain option. Beneficiaries entitled
to receive remaining payments under either a commutable or non-commutable
"period certain" option may elect instead to receive a lump sum settlement. See
"K. Description of Variable Annuity Payout Options."
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If the Owner does not elect otherwise, a variable life annuity with periodic
payments for ten years guaranteed will be purchased. Changes in either the
Annuity Date or annuity option can be made up to one month prior to the Annuity
Date.
K. DESCRIPTION OF VARIABLE ANNUITY PAYOUT OPTIONS
The Company provides the variable annuity payout options described below.
Currently, variable annuity payout options may be funded through the
Sub-Accounts investing in the Capital Growth Portfolio, the Equity-Income
Portfolio and the America Income Portfolio. The Company also provides these same
options funded through the Fixed Account (fixed annuity payout). Regardless of
how payments were allocated during the accumulation period, any of the variable
payout options or the fixed payout options may be selected, or any of the
variable options may be selected in combination with any of the fixed options.
Other annuity options may be offered by the Company. IRS regulations may not
permit certain of the available annuity payout options when used in connection
with certain qualified Contracts.
VARIABLE LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR TEN YEARS. This variable
annuity is payable periodically during the lifetime of the payee with the
guarantee that if the payee should die before all payments have been made, the
remaining annuity benefit payments will continue to the beneficiary.
VARIABLE LIFE ANNUITY PAYABLE PERIODICALLY DURING LIFETIME OF THE ANNUITANT
ONLY. It would be possible under this option for the Annuitant to receive only
one annuity benefit payment if the Annuitant dies prior to the due date of the
second annuity benefit payment, two annuity benefit payments if the Annuitant
dies before the due date of the third annuity benefit payment, and so on.
Payments will continue, however, during the lifetime of the Annuitant, no matter
how long he or she lives.
UNIT REFUND VARIABLE LIFE ANNUITY. This is an annuity payable periodically
during the lifetime of the payee with the guarantee that if (1) exceeds (2),
then periodic variable annuity benefit payments will continue to the beneficiary
until the number of such payments equals the number determined in (1).
Where: (1) is the dollar amount of the Accumulated Value divided by the
dollar amount of the first payment, and
(2) is the number of payments paid prior to the death of the
payee.
JOINT AND SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is payable
jointly to two payees during their joint lifetime, and then continues thereafter
during the lifetime of the survivor. The amount of each payment to the survivor
is based on the same number of Annuity Units which applied during the joint
lifetime of the two payees. One of the payees must be either the person
designated as the Annuitant or the beneficiary in the Contract. There is no
minimum number of payments under this option.
JOINT AND TWO-THIRDS SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is
payable jointly to two payees during their joint lifetime, and then continues
thereafter during the lifetime of the survivor. The amount of each periodic
payment to the survivor, however, is based upon two-thirds of the number of
Annuity Units which applied during the joint lifetime of the two payees. One of
the payees must be the person designated as the Annuitant in the Contract or the
beneficiary. There is no minimum number of payments under this option.
PERIOD CERTAIN VARIABLE ANNUITY. This variable annuity has periodic payments
for a stipulated number of years ranging from one to 30, and may be commutable
or noncommutable. A commutable option provides the Annuitant with the right to
request a lump sum payment of any remaining balance after annuity payments have
commenced. Under a non-commutable period certain option, the Annuitant may not
request a lump sum payment. See "ANNUITY BENEFIT PAYMENT" in the SAI.
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It should be noted that the period certain option does not involve a life
contingency. In the computation of the payments under this option, the charge
for annuity rate guarantees, which includes a factor for mortality risks, is
made. Although not contractually required to do so, the Company currently
follows a practice of permitting persons receiving payments under a period
certain option to elect to convert to a variable annuity involving a life
contingency. The Company may discontinue or change this practice at any time,
but not with respect to election of the option made prior to the date of any
change in this practice.
L. ANNUITY BENEFIT PAYMENTS
THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the Annuitant's monthly annuity benefit payments under a
variable annuity payout option. The value of an Annuity Unit in each Sub-Account
initially was set at $1.00. The value of an Annuity Unit under a Sub-Account on
any Valuation Date thereafter is equal to the value of such unit on the
immediately preceding Valuation Date, multiplied by the product of (1) the net
investment factor of the Sub-Account for the current Valuation Period, and (2) a
factor to adjust benefits to neutralize the assumed interest rate. The assumed
interest rate, discussed below, is incorporated in the variable annuity payout
options offered in the Contract.
DETERMINATION OF THE FIRST AND SUBSEQUENT ANNUITY BENEFIT PAYMENTS. The first
periodic annuity benefit payment is based upon the Accumulated Value as of a
date not more than four weeks preceding the date that the first annuity benefit
payment is due. Variable annuity benefit payments are due on the first of a
month, which is the date the payment is to be received by the Annuitant, and
currently are based on unit values as of the 15th day of the preceding month.
The Contract provides annuity rates which determine the dollar amount of the
first periodic payment under each form of annuity for each $1,000 of applied
value. For life contingency options and non-commutable period certain options of
ten or more years, the annuity value is the Accumulated Value less any premium
taxes and adjusted for any Market Value Adjustment. For commutable period
certain options or any period certain option less than ten years, the value is
the Surrender Value less any premium tax. For a death benefit annuity, the
annuity value will be the amount of the death benefit. The annuity rates in the
Contract are based on a modification of the 1983(a) Individual Mortality Table
on rates.
The amount of the first monthly payment depends upon the form of annuity
selected, the sex (however, see "M. NORRIS Decision") and age of the Annuitant
and the value of the amount applied under the annuity option. The variable
annuity payout options offered by the Company are based on a 3.5% assumed
interest rate. Variable payments are affected by the assumed interest rate used
in calculating the annuity option rates. Variable annuity benefit payments will
increase over periods when the actual net investment result of the Sub-Accounts
funding the annuity exceeds the equivalent of the assumed interest rate for the
period. Variable annuity benefit payments will decrease over periods when the
actual net investment result of the respective Sub-Account is less than the
equivalent of the assumed interest rate for the period.
The dollar amount of the first periodic annuity benefit payment under life
annuity options and non-commutable period certain options of ten years or more
is determined by multiplying (1) the Accumulated Value applied under that option
(after application of any Market Value Adjustment and less premium tax, if any)
divided by $1,000, by (2) the applicable amount of the first monthly payment per
$1,000 of value. For commutable period certain options and any period certain
option of less than ten years, the Surrender Value less premium taxes, if any,
is used rather than the Accumulated Value. The dollar amount of the first
variable annuity benefit payment is then divided by the value of an Annuity Unit
of the selected Sub-Accounts to determine the number of Annuity Units
represented by the first payment. This number of Annuity Units remains fixed
under all annuity options except the joint and two-thirds survivor annuity
option. For each subsequent payment, the dollar amount of the variable annuity
benefit payment is determined by multiplying this fixed number of Annuity Units
by the value of an Annuity Unit on the applicable Valuation Date. After the
first benefit payment, the dollar amount of each periodic variable annuity
benefit payment will vary with
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subsequent variations in the value of the Annuity Unit of the selected
Sub-Accounts. The dollar amount of each fixed amount annuity benefit payment is
fixed and will not change, except under the joint and two-thirds survivor
annuity option.
From time to time, the Company may offer Owners both fixed and variable annuity
rates more favorable than those contained in the Contract. Any such rates will
be applied uniformly to all Owners of the same class.
For an illustration of a variable annuity benefit payment calculation using a
hypothetical example, see "ANNUITY BENEFIT PAYMENTS" in the SAI.
M. NORRIS DECISION
In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity options based on
sex-distinct actuarial tables are not permissible under Title VII of the Civil
Rights Act of 1964. The ruling requires that benefits derived from contributions
paid into a plan after August 1, 1983 be calculated without regard to the sex of
the employee. Annuity benefits attributable to payments received by the Company
under a Contract issued in connection with an employer-sponsored benefit plan
affected by the Norris decision will be based on the greater of (1) the
Company's unisex non-guaranteed current annuity option rates, or (2) the
guaranteed unisex rates described in such Contract, regardless of whether the
Annuitant is male or female.
N. COMPUTATION OF VALUES
THE ACCUMULATION UNIT. Each net payment is allocated to the accounts selected
by the Owner. Allocations to the Sub-Accounts are credited to the Contract in
the form of Accumulation Units. Accumulation Units are credited separately for
each Sub-Account. The number of Accumulation Units of each Sub-Account credited
to the Contract is equal to the portion of the net payment allocated to the
Sub-Account, divided by the dollar value of the applicable Accumulation Unit as
of the Valuation Date the payment is received at the Principal Office. The
number of Accumulation Units resulting from each payment will remain fixed
unless changed by a subsequent split of Accumulation Unit value, a transfer, a
withdrawal or surrender. The dollar value of an Accumulation Unit of each
Sub-Account varies from Valuation Date to Valuation Date based on the investment
experience of that Sub-Account, and will reflect the investment performance,
expenses and charges of its Underlying Portfolios. The value of an Accumulation
Unit was set at $1.00 on the first Valuation Date for each Sub-Account.
Allocations to the Guarantee Period Accounts and the Fixed Account are not
converted into Accumulation Units, but are credited interest at a rate
periodically set by the Company.
The Accumulated Value under the Contract is determined by (1) multiplying the
number of Accumulation Units in each Sub-Account by the value of an Accumulation
Unit of that Sub-Account on the Valuation Date, (2) adding the products, and (3)
adding the amount of the accumulations in the Fixed Account and Guarantee Period
Accounts, if any.
NET INVESTMENT FACTOR. The Net Investment Factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result from dividing (1) by (2) and
subtracting (3) and (4) where:
(1) is the investment income of a Sub-Account for the Valuation Period,
including realized or unrealized capital gains and losses during the
Valuation Period, adjusted for provisions made for taxes, if any;
(2) is the value of that Sub-Account's assets at the beginning of the Valuation
Period;
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(3) is a charge for mortality and expense risks equal to 1.25% on an annual
basis of the daily value of the Sub-Account's assets; and
(4) is an administrative charge equal to 0.15% on an annual basis of the daily
value of the Sub-Account's assets.
The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.
For an illustration of an Accumulation Unit calculation using a hypothetical
example see "ANNUITY BENEFIT PAYMENTS" in the SAI.
CHARGES AND DEDUCTIONS
Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. Other deductions and expenses paid out of the assets of the
Underlying Portfolios are described in the prospectus and SAI for the Fund.
A. VARIABLE ACCOUNT DEDUCTIONS
MORTALITY AND EXPENSE RISK CHARGE. The Company makes a daily charge equal to an
annual rate of 1.25% of the value of each Sub-Account's assets to cover the
mortality and expense risk which the Company assumes in relation to the variable
portion of the Contract. The charge is imposed during both the accumulation
phase and the annuity payout phase. The mortality risk arises from the Company's
guarantee that it will make annuity benefit payments in accordance with annuity
rate provisions established at the time the Contract is issued for the life of
the Annuitant (or in accordance with the annuity option selected), no matter how
long the Annuitant (or other payee) lives and no matter how long all Annuitants
as a class live. Therefore, the mortality charge is deducted during the annuity
payout phase on all Contracts, including those that do not involve a life
contingency, even though the Company does not bear direct mortality risk with
respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.
If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses.
Since mortality and expense risks involve future contingencies which are not
subject to precise determination in advance, it is not feasible to identify
specifically the portion of the charge which is applicable to each. The Company
estimates that a reasonable allocation might be .80% for mortality risk and .45%
for expense risk.
ADMINISTRATIVE EXPENSE CHARGE. The Company assesses each Sub-Account with a
daily charge equal to an annual rate of 0.15% of the average daily net assets of
the Sub-Account. The charge is imposed during both the accumulation phase and
the annuity payout phase. The daily administrative expense charge is assessed to
help defray administrative expenses actually incurred in the administration of
the Sub-Account, without profits. There is no direct relationship, however,
between the amount of administrative expenses imposed on a given Contract and
the amount of expenses actually attributable to that Contract.
Deductions for the Contract fee (see B. below) and for the administrative
expense charge are designed to reimburse the Company for the cost of
administration and related expenses and are not expected to be a source of
profit. The administrative functions and expense assumed by the Company in
connection with the Variable Account and the Contract include, but are not
limited to, clerical, accounting, actuarial and legal services,
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rent, postage, telephone, office equipment and supplies, expenses of preparing
and printing registration statements, expense of preparing and typesetting
prospectuses and the cost of printing prospectuses not allocable to sales
expense, filing and other fees.
OTHER CHARGES. Because the Sub-Accounts purchase shares of the Underlying
Portfolios, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying
Portfolios. The prospectus and SAI for the Fund contain additional information
concerning expenses of the Underlying Portfolios.
B. CONTRACT FEE
A $30 Contract fee currently is deducted on the Contract anniversary date and
upon full surrender of the Contract if the Accumulated Value on any of these
dates is less than $50,000. The Contract fee is waived for Contracts issued to
and maintained by the trustee of a 401(k) plan. Where Contract value has been
allocated to more than one account, a percentage of the total Contract fee will
be deducted from the value in each account. The portion of the charge deducted
from each account will be equal to the percentage which the value in that
account bears to the Accumulated Value under the Contract. The deduction of the
Contract fee from a Sub-Account will result in cancellation of a number of
Accumulation Units equal in value to the percentage of the charge deducted from
that account.
Where permitted by law, the Contract fee also may be waived for Contracts where,
on the date of issue, either the Owner or the Annuitant is within the following
classes of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries;
officers, directors, trustees and employees of any of the Portfolios; investment
managers or sub-advisers; and the spouses of and immediate family members
residing in the same household with such eligible persons. "Immediate family
members" means children, siblings, parents and grandparents.
C. PREMIUM TAXES
Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%.
The Company makes a charge for state and municipal premium taxes, when
applicable, and deducts the amount paid as a premium tax charge. The current
practice of the Company is to deduct the premium tax charge in one of two ways:
1. if the premium tax was paid by the Company when payments were received, the
premium tax charge is deducted on a pro-rata basis when withdrawals are
made, upon surrender of the Contract, or when annuity benefit payments begin
(the Company reserves the right instead to deduct the premium tax charge for
these Contracts at the time the payments are received); or
2. the premium tax charge is deducted when annuity benefit payments begin.
In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.
If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Contract value at
the time such determination is made.
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D. CONTINGENT DEFERRED SALES CHARGE
No charge for sales expense is deducted from payments at the time the payments
are made. A contingent deferred sales charge, however, is deducted from the
Accumulated Value in the case of surrender and/or a withdrawal or at the time
annuity benefit payments begin, within certain time limits described below.
For purposes of determining the contingent deferred sales charge, the
Accumulated Value is divided into three categories: (1) New Payments - payments
received by the Company during the seven years preceding the date of the
surrender; (2) Old Payments - accumulated payments not defined as New Payments;
and (3) the amount available under the Withdrawal Without Surrender Charge
provision. See "Withdrawal Without Surrender Charge" below. For purposes of
determining the amount of any contingent deferred sales charge, surrenders will
be deemed to be taken first from amounts available as a Withdrawal Without
Surrender Charge, if any; then from Old Payments, and then from New Payments.
Amounts available as a Withdrawal Without Surrender Charge, followed by Old
Payments, may be withdrawn from the Contract at any time without the imposition
of a contingent deferred sales charge. If a withdrawal is attributable all or in
part to New Payments, a contingent deferred sales charge may apply.
CHARGES FOR SURRENDER AND WITHDRAWAL. If the Contract is surrendered, or if New
Payments are withdrawn while the Contract is in force and before the Annuity
Date, a contingent deferred sales charge may be imposed. The amount of the
charge will depend upon the number of years that the New Payments, if any, to
which the withdrawal is attributed have remained credited under the Contract.
For the purpose of calculating surrender charges for New Payments, all amounts
withdrawn are assumed to be deducted first from the earliest New Payment and
then from the next earliest New Payment and so on, until all New Payments have
been exhausted pursuant to the first-in-first-out ("FIFO") method of accounting.
(See "FEDERAL TAX CONSIDERATIONS" for a discussion of how withdrawals are
treated for income tax purposes.)
The contingent deferred sales charges are as follows:
<TABLE>
<CAPTION>
YEARS FROM CHARGE AS PERCENTAGE
DATE OF OF NEW
PAYMENT PAYMENTS WITHDRAWN
- ----------- ---------------------
<S> <C>
Less than 1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
More than 7 0%
</TABLE>
The amount withdrawn equals the amount requested by the Owner plus the
contingent deferred sales charge, if any. The charge is applied as a percentage
of the New Payments withdrawn, but in no event will the total contingent
deferred sales charge exceed a maximum limit of 7% of total gross New Payments.
Such total charge equals the aggregate of all applicable contingent deferred
sales charges for surrender, withdrawals and annuitization.
REDUCTION OR ELIMINATION OF SURRENDER CHARGE. Where permitted by state law, the
Company will waive the contingent deferred sales charge in the event that an
Owner (or the Annuitant, if the Owner is not an individual) is: (1) admitted to
a medical care facility after the issue date of the Contract and remains
confined there until the later of one year after the issue date or 90
consecutive days; (2) first diagnosed by a licensed physician as having a fatal
illness after the issue date of the Contract; or (3) physically disabled after
the issue date of the Contract and before attaining age 65. The Company may
require proof of such disability and continuing disability, including written
confirmation of receipt and approval of any claim for Social Security
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Disability Benefits and reserves the right to obtain an examination by a
licensed physician of its choice and at its expense.
For purposes of the above provision, "medical care facility" means any
state-licensed facility or, in a state that does not require licensing, a
facility that is operating pursuant to state law, providing medically necessary
inpatient care which is prescribed by a licensed "physician" in writing and
based on physical limitations which prohibit daily living in a non-institutional
setting; "fatal illness" means a condition diagnosed by a licensed physician
which is expected to result in death within two years of the diagnosis; and
"physician" means a person other than the Owner, Annuitant or a member of one of
their families who is state licensed to give medical care or treatment and is
acting within the scope of that license.
Where contingent deferred sales charges have been waived under any one of the
three situations discussed above, no additional payments under the Contract will
be accepted unless required by state law.
In addition, from time to time the Company may allow a reduction in or
elimination of the contingent deferred sales charges, the period during which
the charges apply, or both, and/or credit additional amounts on Contracts, when
Contracts are sold to individuals or groups of individuals in a manner that
reduces sales expenses. The Company will consider factors such as the following:
(1) the size and type of group or class, and the persistency expected from that
group or class; (2) the total amount of payments to be received, and the manner
in which payments are remitted; (3) the purpose for which the Contracts are
being purchased, and whether that purpose makes it likely that costs and
expenses will be reduced; (4) other transactions where sales expenses are likely
to be reduced; or (5) the level of commissions paid to selling broker-dealers or
certain financial institutions with respect to Contracts within the same group
or class (for example, broker-dealers who offer the Contract in connection with
financial planning services offered on a fee-for-service basis). The Company
also may reduce or waive the contingent deferred sales charge, and/or credit
additional amounts on Contracts, where either the Owner or the Annuitant on the
date of issue is within the following classes of individuals ("eligible
persons"): employees and registered representatives of any broker-dealer which
has entered into a sales agreement with the Company to sell the Contract;
employees of the Company, its affiliates and subsidiaries; officers, directors,
trustees and employees of any of the Underlying Portfolios, investment managers
or Sub-Advisers; and the spouses of and immediate family members residing in the
same household with such eligible persons. "Immediate family members" means
children, siblings, parents and grandparents.
Finally, if permitted under state law, contingent deferred sales charges will be
waived under Section 403(b) Contracts where the amount withdrawn is being
contributed to a life insurance policy issued by the Company as part of the
individual's Section 403(b) plan.
Any reduction or elimination in the amount or duration of the contingent
deferred sales charge will not discriminate unfairly among purchasers of the
Contract. The Company will not make any changes to this charge where prohibited
by law.
Pursuant to Section 11 of the 1940 Act and Rule 11a-2 thereunder, the contingent
deferred sales charge is modified to effect certain exchanges of existing
annuity contracts issued by the Company for the Contract. See "EXCHANGE OFFER"
in the SAI.
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WITHDRAWAL WITHOUT SURRENDER CHARGE. In each calendar year, the Company will
waive the contingent deferred sales charge, if any, on an amount ("Withdrawal
Without Surrender Charge") equal to the greatest of (1), (2) or (3):
<TABLE>
<S> <C>
Where (1) 100% of Cumulative Earnings (calculated as the Accumulated Value as of
is: the Valuation Date the Company receives the withdrawal request, or the
following day, reduced by total gross payments not previously
withdrawn);
Where (2) 15% of the Accumulated Value as of the Valuation Date the Company
is: receives the withdrawal request, or the following day, reduced by the
total amount of any prior withdrawals made in the same calendar year to
which no contingent deferred sales charge was applied; and
Where (3) The amount calculated under the Company's life expectancy distribution
is: option (see "Life Expectancy Distributions") whether or not the
withdrawal was part of such distribution (applies only if Annuitant is
also an Owner).
</TABLE>
For example, an 81-year-old Owner/Annuitant with an Accumulated Value of
$15,000, of which $1,000 is Cumulative Earnings, would have a Free Withdrawal
Amount of $2,250, which is equal to the greatest of:
(1) Cumulative Earnings ($1,000);
(2) 15% of Accumulated Value ($2,250); or
(3) LED of 10.2% of Accumulated Value ($1,530).
The Withdrawal Without Surrender Charge first will be deducted from Cumulative
Earnings. If the Withdrawal Without Surrender Charge exceeds Cumulative
Earnings, the excess amount will be deemed withdrawn from payments not
previously withdrawn on a last-in first-out ("LIFO") basis. If more than one
withdrawal is made during the year, on each subsequent withdrawal the Company
will waive the contingent deferred sales charge, if any, until the entire
Withdrawal Without Surrender Charge has been withdrawn. Amounts withdrawn from a
Guarantee Period Account prior to the end of the applicable Guarantee Period
will be subject to a Market Value Adjustment. See "GUARANTEE PERIOD ACCOUNTS."
SURRENDERS. In the case of a complete surrender, the amount received by the
Owner is equal to the entire Accumulated Value under the Contract, net of the
applicable contingent deferred sales charge on New Payments, the Contract fee
and any applicable tax withholding, and adjusted for any applicable Market Value
Adjustment. Subject to the same rules applicable to withdrawals, the Company
will not assess a contingent deferred sales charge on an amount equal to the
Withdrawal Without Surrender Charge Amount, described above.
Where an Owner who is trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the Accumulated Value under the Contract to other
contracts issued by the Company and owned by the trustee, with no deduction for
any otherwise applicable contingent deferred sales charge. Any such reallocation
will be at the Accumulation Unit values for the Sub-Accounts as of the Valuation
Date on which a written, signed request is received at the Principal Office.
For further information on surrender and withdrawal, including minimum limits on
amount withdrawn and amount remaining under the Contract in the case of
withdrawal, and important tax considerations, see "E. Surrender" and "F.
Withdrawals" under "DESCRIPTION OF THE CONTRACT," and see "FEDERAL TAX
CONSIDERATIONS."
CHARGE AT THE TIME ANNUITY BENEFIT PAYMENTS BEGIN. If any commutable period
certain option or a non-commutable period certain option for less than ten years
is chosen, a contingent deferred sales charge will be deducted from the
Accumulated Value of the Contract if the Annuity Date occurs at any time when
the surrender charge would still apply had the Contract been surrendered on the
Annuity Date. No contingent
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deferred sales charge is imposed at the time of annuitization in any Contract
year under an option involving a life contingency or for any non-commutable
period certain option for ten years or more. A Market Value Adjustment, however,
may apply. See "GUARANTEE PERIOD ACCOUNTS." If the Owner of a fixed annuity
contract issued by the Company wishes to elect a variable annuity option, the
Company may permit such Owner to exchange, at the time of annuitization, the
fixed contract for a Contract offered in this Prospectus. The proceeds of the
fixed contract, minus any contingent deferred sales charge applicable under the
fixed contract if a period certain option is chosen, will be applied towards the
variable annuity option desired by the Owner. The number of Annuity Units under
the option will be calculated using the Annuity Unit values as of the 15th of
the month preceding the Annuity Date.
E. TRANSFER CHARGE
The Company currently makes no charge for processing transfers. The Company
guarantees that the first 12 transfers in a Contract year will be free of
transfer charge, but reserves the right to assess a charge, guaranteed never to
exceed $25, for each subsequent transfer in a Contract year. For more
information, see "D. Transfer Privilege."
GUARANTEE PERIOD ACCOUNTS
Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the Securities
Act of 1933 (the "1933 Act") or the 1940 Act. Accordingly, the staff of the SEC
has not reviewed the disclosures in this Prospectus relating to the Guarantee
Period Accounts or the Fixed Account. Nevertheless, disclosures regarding the
Guarantee Period Accounts and the Fixed Account of the Contract or any fixed
benefits offered under these accounts may be subject to the provisions of the
1933 Act relating to the accuracy and completeness of statements made in the
Prospectus.
INVESTMENT OPTIONS. In most jurisdictions, Guarantee Periods ranging from two
through ten years may be available. Each Guarantee Period established for the
Owner is accounted for separately in a non-unitized segregated account. Each
Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time to time by the
Company in accordance with market conditions. Once an interest rate is in effect
for a Guarantee Period Account, however, the Company may not change it during
the duration of the Guarantee Period. In no event will the Guaranteed Interest
Rate be less than 3%.
To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract initially was issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period.
Owners may allocate net payments or make transfers from any of the Sub-Accounts,
the Fixed Account or an existing Guarantee Period Account to establish a new
Guarantee Period Account at any time prior to the Annuity Date. Transfers from a
Guarantee Period Account on any date other than on the day following the
expiration of that Guarantee Period will be subject to a Market Value
Adjustment. The Company establishes a separate investment account each time the
Owner allocates or transfers amounts to a Guarantee Period except that amounts
allocated to the same Guarantee Period on the same day will be treated as one
Guarantee Period Account. The minimum that may be allocated to establish a
Guarantee Period Account is $1,000. If less than $1,000 is allocated, the
Company reserves the right to apply that amount to the Money Market Portfolio.
The Owner may allocate amounts to any of the Guarantee Periods available.
At least 45 days, but not more than 75 days, prior to the end of a Guarantee
Period, the Company will notify the Owner in writing of the expiration of that
Guarantee Period. At the end of a Guarantee Period the Owner may transfer
amounts to the Sub-Accounts, the Fixed Account or establish a new Guarantee
Period Account of any duration then offered by the Company without a Market
Value Adjustment. If reallocation instructions are
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<PAGE>
not received at the Principal Office before the end of a Guarantee Period, the
account value automatically will be applied to a new Guarantee Period Account
with the same duration unless (1) less than $1,000 would remain in the Guarantee
Period Account on the expiration date, or (2) the Guarantee Period would extend
beyond the Annuity Date or is no longer available. In such cases, the Guarantee
Period Account value will be transferred to the Money Market Portfolio. Where
amounts have been renewed automatically in a new Guarantee Period, it is the
Company's current practice to give the Owner an additional 30 days to transfer
out of the Guarantee Period Account without application of a Market Value
Adjustment. This practice may be discontinued or changed at the Company's
discretion.
MARKET VALUE ADJUSTMENT. No Market Value Adjustment will be applied to
transfers, withdrawals, or a surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit although a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated Value. See "G. Death Benefit." All
other transfers, withdrawals, or a surrender prior to the end of a Guarantee
Period will be subject to a Market Value Adjustment, which may increase or
decrease the account value. Amounts applied under an annuity option are treated
as withdrawals when calculating the Market Value Adjustment. The Market Value
Adjustment will be determined by multiplying the amount taken from each
Guarantee Period Account before deduction of any Surrender Charge by the market
value factor. The market value factor for each Guarantee Period Account is equal
to:
[(1+i)/(1+j)]n/365-1
<TABLE>
<S> <C> <C>
where: i is the Guaranteed Interest Rate expressed as a decimal (for example 3% =
0.03) being credited to the current Guarantee Period;
j is the new Guaranteed Interest Rate, expressed as a decimal, for a
Guarantee Period with a duration equal to the number of years remaining in
the current Guarantee Period, rounded to the next higher number of whole
years. If that rate is not available, the Company will use a suitable rate
or index allowed by the Department of Insurance; and
n is the number of days remaining from the Effective Valuation Date to the
end of the current Guarantee Period.
</TABLE>
Based on the application of this formula, the value of a Guarantee Period
Account will increase after the Market Value Adjustment is applied if the then
current market rates are lower than the rate being credited to the Guarantee
Period Account. Similarly, the value of a Guarantee Period Account will decrease
after the Market Value Adjustment is applied if the then current market rates
are higher than the rate being credited to the Guarantee Period Account. The
Market Value Adjustment is limited, however, so that even if the account value
is decreased after application of a Market Value Adjustment, it will equal or
exceed the Owner's principal plus 3% earnings per year less applicable Contract
fees. Conversely, if the then current market rates are lower and the account
value is increased after the Market Value Adjustment is applied, the increase in
value is also affected by the minimum guaranteed rate of 3% such that the amount
that will be added to the Guarantee Period Account is limited to the difference
between the amount earned and the 3% minimum guaranteed earnings. For examples
of how the Market Value Adjustment works, see APPENDIX B.
BUILD WITH INTEREST AND GROWTH PROGRAM. Under this feature, the Owner elects a
Guarantee Period and one or more Sub-Accounts. The Company will then compute the
proportion of the initial payment that must be allocated to the Guarantee Period
selected, assuming no transfers or withdrawals, in order to ensure that on the
last day of the Guarantee Period it will equal the amount of the entire initial
payment. The required amount then will be allocated to the pre-selected
Guarantee Period Account and the remaining balance to the other investment
options selected by the Owner in accordance with the procedures described in "A.
Payments."
WITHDRAWALS. Prior to the Annuity Date, the Owner may make withdrawals of
amounts held in the Guarantee Period Accounts. Withdrawals from these accounts
will be made in the same manner and be subject to the same rules as set forth
under "E. Surrender" and "F. Withdrawals." In addition, the following
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<PAGE>
provisions also apply to withdrawals from a Guarantee Period Account: (1) a
Market Value Adjustment will apply to all withdrawals, including Withdrawals
Without Surrender Charge, unless made at the end of the Guarantee Period; and
(2) the Company reserves the right to defer payments of amounts withdrawn from a
Guarantee Period Account for up to six months from the date it receives the
withdrawal request. If deferred for 30 days or more, the Company will pay
interest on the amount deferred at a rate of at least 3%.
In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted or added to the amount remaining in the Guarantee Period
Account. If the entire amount in a Guarantee Period Account is requested, the
adjustment will be made to the amount payable. If a contingent deferred sales
charge applies to the withdrawal, it will be calculated as set forth under "D.
Contingent Deferred Sales Charge" after application of the Market Value
Adjustment.
FEDERAL TAX CONSIDERATIONS
The effect of federal income taxes on the value of the Contract, on withdrawals
or surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the IRS. In
addition, this discussion does not address state or local tax consequences that
may be associated with the Contract.
IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS, AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.
The Company intends to make a charge for any effect which the income, assets, or
existence of the Contract, the Variable Account or the Sub-Accounts may have
upon its tax. The Variable Account presently is not subject to tax, but the
Company reserves the right to assess a charge for taxes should the Variable
Account at any time become subject to tax. Any charge for taxes will be assessed
on a fair and equitable basis in order to preserve equity among classes of
Owners and with respect to each separate account as though that separate account
were a separate taxable entity.
The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.
The IRS has issued regulations relating to the diversification requirements for
variable annuity and variable life insurance contracts under Section 817(h) of
the Code. The regulations provide that the investments of a segregated asset
account underlying a variable annuity contract are adequately diversified if no
more than 55% of the value of its assets is represented by any one investment,
no more than 70% by any two investments, no more than 80% by any three
investments, and no more than 90% by any four investments. If the investments
are not adequately diversified, the income on the Contract, for any taxable year
of the Owner, would be treated as ordinary income received or accrued by the
Owner. It is anticipated that the Portfolios of the Fund will comply with the
current diversification requirements. In the event that future IRS regulations
and/or rulings would require Contract modifications in order to remain in
compliance with the diversification standards, the Company will make reasonable
efforts to comply, and it reserves the right to make such changes as it deems
appropriate for that purpose.
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A. QUALIFIED AND NON-QUALIFIED CONTRACTS
From a federal tax viewpoint there are two types of variable annuity contracts:
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 of the Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary, depending on whether they are made from a qualified contract or a non-
qualified contract. For more information on the tax provisions applicable to
qualified contracts, see Section D below.
B. TAXATION OF THE CONTRACT IN GENERAL
The Company believes that the Contract described in this Prospectus will, with
certain exceptions (see "Non-Natural Owners" below), be considered an annuity
contract under Section 72 of the Code. This section governs the taxation of
annuities. The following discussion concerns annuities subject to Section 72.
WITHDRAWALS PRIOR TO ANNUITIZATION. With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. If the Contract is surrendered or amounts are
withdrawn prior to the Annuity Date, any withdrawal of investment gain in value
over the cost basis of the Contract will be taxed as ordinary income. Under the
current provisions of the Code, amounts received under an annuity contract prior
to annuitization (including payments made upon the death of the annuitant or
owner), generally are first attributable to any investment gains credited to the
contract over the taxpayer's "investment in the contract." Such amounts will be
treated as gross income subject to federal income taxation. "Investment in the
contract" is the total of all payments to the Contract which were not excluded
from the Owner's gross income less any amounts previously withdrawn which were
not included in income. Section 72(e)(11)(A)(ii) requires that all non-qualified
deferred annuity contracts issued by the same insurance company to the same
owner during a single calendar year be treated as one contract in determining
taxable distributions.
ANNUITY PAYOUTS AFTER ANNUITIZATION. When annuity benefit payments are
commenced under the Contract, generally a portion of each payment may be
excluded from gross income. The excludable portion generally is determined by a
formula that establishes the ratio that the investment in the Contract bears to
the expected return under the Contract. The portion of the payment in excess of
this excludable amount is taxable as ordinary income. Once all the investment in
the Contract is recovered, the entire payment is taxable. If the annuitant dies
before the investment in the Contract is recovered, a deduction for the
difference is allowed on the annuitant's final tax return.
PENALTY ON DISTRIBUTION. A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals taken on or after age 59 1/2 or if the
withdrawal follows the death of the Owner (or, if the Owner is not an
individual, the death of the primary Annuitant, as defined in the Code) or, in
the case of the Owner's "total disability" (as defined in the Code).
Furthermore, under Section 72 of the Code, this penalty tax will not be imposed,
irrespective of age, if the amount received is one of a series of "substantially
equal" periodic payments made at least annually for the life or life expectancy
of the payee. This requirement is met when the Owner elects to have
distributions made over the Owner's life expectancy, or over the joint life
expectancy of the Owner and beneficiary. The requirement that the amount be paid
out as one of a series of "substantially equal" periodic payments is met when
the number of units withdrawn to make each distribution is substantially the
same. Any modification, other than by reason of death or disability, of
distributions which are part of a series of substantially equal periodic
payments that occurs before the Owner's age 59 1/2 or five years, will subject
the Owner to the 10% penalty tax on the prior distributions. In addition to the
exceptions above, the penalty tax will not apply to withdrawals from a qualified
Contract made to an employee who has terminated employment after reaching age
55.
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In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy (such as
under the Contract's LED option), and the option could be changed or terminated
at any time, the distributions failed to qualify as part of a "series of
substantially equal payments" within the meaning of Section 72 of the Code. The
distributions, therefore, were subject to the 10% federal penalty tax. This
Private Letter Ruling may be applicable to an Owner who receives distributions
under the LED option prior to age 59 1/2. Subsequent Private Letter Rulings,
however, have treated LED-type withdrawal programs as effectively avoiding the
10% penalty tax. The position of the IRS on this issue is unclear.
ASSIGNMENTS OR TRANSFERS. If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions. Where the Owner and Annuitant are different
persons, the change of ownership of the Contract to the Annuitant on the Annuity
Date, as required under the Contract, is a gift and will be taxable to the Owner
as such; however, the Owner will not incur taxable income. Instead, the
Annuitant will incur taxable income upon receipt of annuity benefit payments as
discussed above.
NON-NATURAL OWNERS. As a general rule, deferred annuity contracts owned by
"non-natural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the issue date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception, however, will not
apply in cases of any employer who is the owner of an annuity contract under a
non-qualified deferred compensation plan.
DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other tax-exempt employers for their
employees may invest in annuity contracts. Contributions and investment earnings
are not taxable to employees until distributed; however, with respect to
payments made after February 28, 1986, a Contract owned by a state or local
government or a tax-exempt organization will not be treated as an annuity under
Section 72 as well. In addition, plan assets are treated as property of the
employer, and are subject to the claims of the employer's general creditors.
C. TAX WITHHOLDING
The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.
The tax treatment of certain withdrawals or surrenders of the non-qualified
Contracts offered by this Prospectus will vary according to whether the amount
withdrawn or surrendered is allocable to an investment in the Contract made
before or after certain dates.
D. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS
The tax rules applicable to qualified retirement plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before
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purchasing any annuity contract for use in funding a qualified plan, more
specific information should be obtained.
Qualified Contracts may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to Owners of non-qualified
Contracts. Individuals purchasing a qualified Contract should carefully review
any such changes or limitations which may include restrictions to ownership,
transferability, assignability, contributions, and distributions.
CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS. Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contracts to their specific needs and as to applicable Code limitations
and tax consequences.
The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.
INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity ("IRA"). Note: This term covers all IRAs permitted
under Section 408(b) of the Code, including Roth IRAs. IRAs are subject to
limits on the amounts that may be contributed, the persons who may be eligible,
and on the time when distributions may commence. In addition, certain
distributions from other types of retirement plans may be "rolled over," on a
tax-deferred basis, to an IRA. Purchasers of an IRA Contract will be provided
with supplementary information as may be required by the IRS or other
appropriate agency, and will have the right to revoke the Contract as described
in this Prospectus. See "B. Right to Revoke Individual Retirement Annuity."
Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) or SIMPLE IRA plans for their employees using
IRAs. Employer contributions that may be made to such plans are larger than the
amounts that may be contributed to regular IRAs and may be deductible to the
employer.
TAX-SHELTERED ANNUITIES ("TSAS"). Under the provisions of Section 403(b) of the
Code, payments made to contracts purchased for employees under annuity plans
adopted by public school systems and certain organizations which are tax-exempt
under Section 501(c)(3) of the Code are excludable from the gross income of such
employees to the extent that total annual payments do not exceed the maximum
contribution permitted under the Code. Purchasers of TSA Contracts should seek
competent advice as to eligibility, limitations on permissible payments and
other tax consequences associated with the contracts.
Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA Contract after December
31, 1988, may not begin before the employee attains age 59 1/2, separates from
service, dies or becomes disabled. In the case of hardship, an Owner may
withdraw amounts contributed by salary reduction, but not the earnings on such
amounts. Even though a distribution may be permitted under these rules (e.g.,
for hardship or after separation from service), it may be subject to a 10%
penalty tax as a premature distribution, in addition to income tax.
TEXAS OPTIONAL RETIREMENT PROGRAM. Distributions under a TSA contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.
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REPORTS
An Owner is sent a report semi-annually which states certain financial
information about the Underlying Portfolios. The Company also will furnish an
annual report to the Owner containing a statement of his or her account,
including Accumulation Unit values and other information as required by
applicable law, rules and regulations.
LOANS (QUALIFIED CONTRACTS ONLY)
Loans are available to owners of TSA contracts (i.e., contracts issued under
Section 403(b) of the Code) and to contracts issued to plans qualified under
Sections 401(a) and 401(k) of the Code. Loans are subject to provisions of the
Code and to applicable qualified retirement plan rules. Tax advisers and plan
fiduciaries should be consulted prior to exercising loan privileges.
Loaned amounts will be withdrawn first from Sub-Account and Fixed Account values
on a pro-rata basis until exhausted. Thereafter, any additional amounts will be
withdrawn from the Guarantee Period Accounts (pro rata by duration and LIFO
within each duration), subject to any applicable Market Value Adjustments. The
maximum loan amount will be determined under the Company's maximum loan formula.
The minimum loan amount is $1,000. Loans will be secured by a security interest
in the Contract and the amount borrowed will be transferred to a loan asset
account within the Company's General Account, where it will accrue interest at a
specified rate below the then-current loan rate. Generally, loans must be repaid
within five years or less, and repayments must be made quarterly and in
substantially equal amounts. Repayments will be allocated pro rata in accordance
with the most recent payment allocation, except that any allocations to a
Guarantee Period Account will be allocated instead to the Money Market
Portfolio.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying Portfolio no longer are available for investment or if, in the
Company's judgment, further investment in any Underlying Portfolio should become
inappropriate in view of the purposes of the Variable Account or the affected
Sub-Account, the Company may withdraw the shares of that Underlying Portfolio
and substitute shares of another registered open-end management company. The
Company will not substitute any shares attributable to the Contract interest in
a Sub-Account without notice to the Owner and prior approval of the SEC and
state insurance authorities, to the extent required by the 1940 Act or other
applicable law. The Variable Account may, to the extent permitted by law,
purchase other securities for other contracts or permit a conversion between
contracts upon request by an Owner.
The Company also reserves the right to establish additional sub-accounts of the
Variable Account, each of which would invest in shares corresponding to a new
Underlying Portfolio or in shares of another investment company having a
specified investment objective. Subject to applicable law and any required SEC
approval, the Company may, in its sole discretion, establish new sub-accounts or
eliminate one or more Sub-Accounts if marketing needs, tax considerations or
investment conditions warrant. Any new Sub-Accounts may be made available to
existing Owners on a basis to be determined by the Company.
Shares of the Underlying Portfolios may be issued to variable accounts of the
Company and its affiliates which issue variable life contracts ("mixed
funding"). Shares of the Portfolios may be also issued to other unaffiliated
insurance companies ("shared funding"). It is conceivable that in the future
such mixed funding or shared funding may be disadvantageous for variable life
owners or variable annuity owners. Although neither the Company nor the Fund
currently foresees any such disadvantages to either variable life owners or
variable annuity owners, the Company and the trustee intend to monitor events in
order to identify any material conflicts between such owners, and to determine
what action, if any, should be taken in response
43
<PAGE>
thereto. If it were concluded that separate funds should be established for
variable life and variable annuity separate accounts, the Company will bear the
attendant expenses.
If any of these substitutions or changes is made, the Company may endorse the
Contract to reflect the substitution or change, and will notify Owners of all
such changes. If the Company deems it to be in the best interest of Owners, and
subject to any approvals that may be required under applicable law, the Variable
Account or any Sub-Accounts may be operated as a management company under the
1940 Act, may be deregistered under the 1940 Act if registration is no longer
required, or may be combined with other Sub-Accounts or other separate accounts
of the Company.
The Company reserves the right, subject to compliance with applicable law, to:
(1) transfer assets from the Variable Account or any of its Sub-Accounts to
another of the Company's separate accounts or sub-accounts having assets of the
same class; (2) to operate the Variable Account or any Sub-Account as a
management investment company under the 1940 Act or in any other form permitted
by law; (3) to deregister the Variable Account under the 1940 Act in accordance
with the requirements of the 1940 Act; (4) to substitute the shares of any other
registered investment company for the Underlying Portfolio shares held by a
Sub-Account, in the event that Underlying Portfolio shares are unavailable for
investment, or if the Company determines that further investment in such
Underlying Fund shares is inappropriate in view of the purpose of the Sub-
Account; (5) to change the methodology for determining the net investment
factor,; and (6) to change the names of the Variable Account or of the
Sub-Accounts. In no event will the changes described above be made without
notice to Owners in accordance with the 1940 Act.
CHANGES TO COMPLY WITH LAW AND AMENDMENTS
The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered, and to make any change to provisions of
the Contract to comply with, or give Owners the benefit of, any federal or state
statute, rule or regulation, including but not limited to requirements for
annuity contracts and retirement plans under the Code and pertinent regulations
or any state statute or regulation.
VOTING RIGHTS
The Company will vote Underlying Portfolio shares held by each Sub-Account in
accordance with instructions received from Owners and, after the Annuity Date,
from the Annuitants. Each person having a voting interest in a Sub-Account will
be provided with proxy materials of the Underlying Portfolio, together with a
form with which to give voting instructions to the Company. Shares for which no
timely instructions are received will be voted in proportion to the instructions
which are received. The Company also will vote shares in a Sub-Account that it
owns and which are not attributable to Contracts in the same proportion. If the
1940 Act or any rules thereunder should be amended or if the present
interpretation of the 1940 Act or such rules should change, and as a result the
Company determines that it is permitted to vote shares in its own right, whether
or not such shares are attributable to the Contract, the Company reserves the
right to do so.
The number of votes which an Owner or Annuitant may cast will be determined by
the Company as of the record date established by the Underlying Portfolio.
During the accumulation period, the number of Underlying Portfolio shares
attributable to each Owner will be determined by dividing the dollar value of
the Accumulation Units of the Sub-Account credited to the Contract by the net
asset value of one Underlying Portfolio share. During the annuity period, the
number of Underlying Portfolio shares attributable to each Annuitant will be
determined by dividing the reserve held in each Sub-Account for the Annuitant's
variable annuity by the net asset value of one Underlying Portfolio share.
Ordinarily, the Annuitant's voting interest in the Underlying Portfolio will
decrease as the reserve for the variable annuity is depleted.
44
<PAGE>
DISTRIBUTION
The Contracts offered by this Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities and
Exchange Act of 1934 and members of the National Association of Securities
Dealers, Inc. ("NASD"). The Contracts also are offered through Allmerica
Investments, Inc., which is the principal underwriter and distributor of the
Contracts. Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653,
is a registered broker-dealer, a member of the NASD and an indirectly wholly
owned subsidiary of First Allmerica.
The Company pays commissions, not to exceed 6.0% of payments, to broker-dealers
which sell the Contract. Alternative commission schedules are available with
lower initial commission amounts based on payments, plus ongoing annual
compensation of up to 1% of Contract value. To the extent permitted by NASD
rules, promotional incentives or payments also may be provided to such
broker-dealers based on sales volumes, the assumption of wholesaling functions
or other sales-related criteria. Additional payments may be made for other
services not directly related to the sale of the Contract, including the
recruitment and training of personnel, production of promotional literature, and
similar services.
The Company intends to recoup commissions and other sales expenses through a
combination of anticipated contingent deferred sales charges and profits from
the Company's General Account. Commissions paid on the Contract, including
additional incentives or payments, do not result in any additional charge to
Owners or to the Variable Account. Any contingent deferred sales charges
assessed on the Contract will be retained by the Company.
Owners may direct any inquiries to their financial representative or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-688-9915.
LEGAL MATTERS
There are no legal proceedings pending to which the Variable Account is a party.
FURTHER INFORMATION
A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.
45
<PAGE>
APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT
Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account are not generally subject to regulation under the
provisions of the Securities Act of 1933 or the Investment Company Act of 1940.
Disclosures regarding the fixed portion of the annuity contract and the Fixed
Account may be subject to the provisions of the Securities Act of 1933
concerning the accuracy and completeness of statements made in this Prospectus.
The disclosures in this APPENDIX A have not been reviewed by the Securities and
Exchange Commission.
The Fixed Account is part of the Company's General Account and is made up of all
of the general assets of the Company other than those allocated to a separate
account. Allocations to the Fixed Account become part of the assets of the
Company and are used to support insurance and annuity obligations. A portion or
all of net payments may be allocated to accumulate at a fixed rate of interest
in the Fixed Account. Such net amounts are guaranteed by the Company as to
principal and a minimum rate of interest. Under the Contract, the minimum
interest which may be credited on amounts allocated to the Fixed Account is 3%
compounded annually. Additional "Excess Interest" may or may not be credited at
the sole discretion of the Company.
If the Contract is surrendered, or if an amount in excess of the Withdrawal
Without Surrender Charge is withdrawn, while the Contract is in force and before
the Annuity Date, a contingent deferred sales charge is imposed if such event
occurs before the payments attributable to the surrender or withdrawal have been
credited to the Contract for at least seven full Contract years.
In Massachusetts, payments and transfers to the Fixed Account are subject to the
following restrictions:
If the Contract is issued prior to the Annuitant's 60th birthday,
allocations to the Fixed Account will be permitted until the Annuitant's
61st birthday. On and after the Annuitant's 61st birthday, no additional
Fixed Account allocations will be accepted. If the Contract is issued on
or after the Annuitant's 60th birthday up through and including the
Annuitant's 81st birthday, Fixed Account allocations will be permitted
during the first Contract year. On and after the first Contract
anniversary, no additional allocations to the Fixed Account will be
permitted. If a Contract is issued after the Annuitant's 81st birthday,
no payments to the Fixed Account will be permitted at any time.
In Oregon, if the Contract is issued after the Annuitant's 81st birthday, no
payments or transfers to the Fixed Account will be permitted at any time.
If an allocation designated as a Fixed Account allocation is received at the
Principal Office during a period when the Fixed Account is not available due to
the limitations outlined above, the monies will be allocated to the Money Market
Portfolio.
To the extent permitted by state law, the Company reserves the right, from time
to time, to credit an enhanced interest rate to certain initial and/or
subsequent payments ("eligible payments") which are deposited into the Fixed
Account under an Automatic Transfer Option (dollar cost averaging election) that
uses the Fixed Account as the source account from which automatic transfers are
then processed. The following are not considered eligible payments: amounts
transferred into the Fixed Account from the Variable Account and/or the
Guarantee Period Accounts; amounts already in the Fixed Account at the time an
eligible payment is deposited and amounts transferred to the Contract from
another annuity contract issued by the Company.
An eligible payment must be automatically transferred out of the Fixed Account
over a continuous six month period. The enhanced rate will apply during the six
month period to any portion of the eligible payment remaining in the Fixed
Account. Amounts automatically transferred out of the Fixed Account will no
longer earn the enhanced rate of interest and, as of the date of transfer, will
be subject to the variable investment performance of the sub-account(s)
transferred into. If the automatic transfer option is terminated prior to the
end of the six month period, the enhanced rate will no longer apply. The Company
reserves the right to extend the period of time that the enhanced rate will
apply.
A-1
<PAGE>
APPENDIX B
SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT
PART 1: SURRENDER CHARGES
FULL SURRENDER
Assume a payment of $50,000 is made on the issue date and no additional
payments are made. Assume there are no withdrawals and that the Withdrawal
Without Surrender Charge Amount is equal to the greater of 15% of the
Accumulated Value or the accumulated earnings in the Contract. The table below
presents examples of the surrender charge resulting from a full surrender based
on hypothetical Accumulated Values:
<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE CHARGE AMOUNT PERCENTAGE CHARGE
- --------------- ------------ ----------------- ---------------- -----------
<S> <C> <C> <C> <C>
1 $ 54,000.00 $ 8,100.00 7% $ 3,213.00
2 58,320.00 8,748.00 6% 2,974.32
3 62,985.60 12,985.60 5% 2,500.00
4 68,024.45 18,024.45 4% 2,000.00
5 73,466.40 23,466.40 3% 1,500.00
6 79,343.72 29,343.72 2% 1,000.00
7 85,691.21 35,691.21 1% 500.00
8 92,546.51 42,546.51 0% 0.00
</TABLE>
WITHDRAWALS
Assume a payment of $50,000 is made on the issue date and no additional
payments are made. Assume that the Withdrawal Without Surrender Charge Amount is
equal to the greater of 15% of the current Accumulated Value or the accumulated
earnings in the Contract and there are withdrawals as detailed below. The table
below presents examples of the surrender charge resulting from withdrawals of
the Owner's account, based on hypothetical Accumulated Values.
<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE WITHDRAWALS CHARGE AMOUNT PERCENTAGE CHARGE
- --------------- ------------ ------------ ----------------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
1 $ 54,000.00 $ 0.00 $ 8,100.00 7% $ 0.00
2 58,320.00 0.00 8,748.00 6% 0.00
3 62,985.60 0.00 12,985.60 5% 0.00
4 68,024.45 30,000.00 18,024.45 4% 479.02
5 41,066.40 10,000.00 6,159.96 3% 115.20
6 33,551.72 5,000.00 5,032.76 2% 0.00
7 30,835.85 10,000.00 4,625.38 1% 53.75
8 22,502.72 15,000.00 3,375.41 0% 0.00
</TABLE>
PART 2: MARKET VALUE ADJUSTMENT
The market value factor is: [(1+i)/(1+j)]n/365-1
The following examples assume:
1. The payment was allocated to a ten-year Guarantee Period Account with a
Guaranteed Interest Rate of 8%.
2. The date of surrender is seven years (2,555 days) from the expiration
date.
3. The value of the Guarantee Period Account is equal to $62,985.60 at the
end of three years.
B-1
<PAGE>
4. No transfers or withdrawals affecting this Guarantee Period Account have
been made.
5. Surrender charges, if any, are calculated in the same manner as shown in
the examples in Part 1.
NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)
Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10
<TABLE>
<C> <C> <S>
The market value factor = (1+i)/(1+j)]n/365 -1
= [(1+.08)/(1+.10)]2555/365 -1
= (.98182)7 -1
= -.12054
The market value adjustment = the market value factor multiplied by the withdrawal
= -.12054X$62,985.60
= -$7,592.11
</TABLE>
POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)
Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)]n/365 -1
= [(1+.08)/(1+.07)]2555/365 -1
= (1.0093)7 -1
= .06694
The market value adjustment = the market value factor multiplied by the withdrawal
= .06694X$62,985.60
= $4,216.26
</TABLE>
NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)
Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)]n/365 -1
= [(1+.08)/(1+.11)]2555/365 -1
= (.97297)7 -1
= -.17454
The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the negative of the excess interest earned
over 3%
= Minimum (-.17454X$62,985.60 or -$8,349.25)
= Minimum (-$10,993.51 or -$8,349.25)
= -$8,349.25
</TABLE>
B-2
<PAGE>
POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)
Assume that on the date of surrender, the current rate (j) is 6.00% or 0.06
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)]n/365 -1
= [(1+.08)/(1+.06)]2555/365 -1
= (1.01887)7 -1
= .13981
The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the excess interest earned over 3%
The market value factor = Minimum of (.13981X$62,985.60 or $8,349.25)
= Minimum of ($8,806.02 or $8,349.25)
= $8,349.25
</TABLE>
B-3
<PAGE>
APPENDIX C
THE DEATH BENEFIT
PART 1: DEATH OF THE ANNUITANT
DEATH BENEFIT ASSUMING NO WITHDRAWALS
Assume a payment of $50,000 is made on the issue date and no additional
payments are made. Assume there are no withdrawals and that the Death Benefit
Effective Annual Yield is equal to 5%. The table below presents examples of the
Death Benefit based on the Hypothetical Accumulated Values.
<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE DEATH DEATH DEATH DEATH
YEAR VALUE ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) BENEFIT
- --------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $ 53,000.00 $ 52,500.00 $ 50,000.00 $53,000.00
2 53,530.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 58,883.00 0.00 58,883.00 57,881.25 55,125.00 58,883.00
4 52,994.70 500.00 53,494.70 60,775.31 58,883.00 60,775.31
5 58,294.17 0.00 58,294.17 63,814.08 60,775.31 63,814.08
6 64,123.59 500.00 64,623.59 67,004.78 63,814.08 67,004.78
7 70,535.95 0.00 70,535.95 70,355.02 67,004.78 70,535.95
8 77,589.54 500.00 78,089.54 73,872.77 70,535.95 78,089.54
9 85,348.49 0.00 85,348.49 77,566.41 78,089.54 85,348.49
10 93,883.34 0.00 93,883.34 81,444.73 85,348.49 93,883.34
</TABLE>
Death Benefit (a) is the Accumulated Value increased by any positive Market
Value Adjustment. Death Benefit (b) is the gross payments accumulated daily at
the Death Benefit Effective Annual Yield of 5%, reduced proportionately to
reflect withdrawals. Death Benefit (c) is the death benefit that would have been
payable on the most recent Contract anniversary, increased for subsequent
payments, and decreased proportionately for subsequent withdrawals.
The Hypothetical Death Benefit is equal to the greatest of Death Benefits (a),
(b), or (c).
DEATH BENEFIT ASSUMING WITHDRAWALS
Assume a payment of $50,000 is made on the issue date and no additional
payments are made. Assume there are withdrawals as detailed in the table below
and that the Death Benefit Effective Annual Yield is equal to 5%. The table
below presents examples of the Death Benefit based on the Hypothetical
Accumulated Values.
<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE DEATH DEATH DEATH DEATH
YEAR VALUE WITHDRAWALS ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) BENEFIT
- --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $ 0.00 $ 53,000.00 $ 52,500.00 $ 50,000.00 $53,000.00
2 53,530.00 0.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 3,883.00 50,000.00 0.00 3,883.00 4,171.13 3,972.50 4,171.13
4 3,494.70 0.00 500.00 3,994.70 4,379.68 4,171.13 4,379.68
5 3,844.17 0.00 0.00 3,844.17 4,598.67 4,379.68 4,598.67
6 4,228.59 0.00 500.00 4,728.59 4,828.60 4,598.67 4,828.60
7 4,651.45 0.00 0.00 4,651.45 5,070.03 4,828.60 5,070.03
8 5,116.59 0.00 500.00 5,616.59 5,323.53 5,070.03 5,616.59
9 5,628.25 0.00 0.00 5,628.25 5,589.71 5,616.59 5,628.25
10 691.07 5,000.00 0.00 691.07 712.70 683.44 712.70
</TABLE>
C-1
<PAGE>
Death Benefit (a) is the Accumulated Value increased by any positive Market
Value Adjustment. Death Benefit (b) is the gross payments accumulated daily at
the Death Benefit Effective Annual Yield of 5% reduced proportionately to
reflect withdrawals. Death Benefit (c) is the death benefit that would have been
payable on the most recent Contract anniversary, increased for subsequent
payments, and decreased proportionately for subsequent withdrawals.
The Hypothetical Death Benefit is equal to the greatest of Death Benefits (a),
(b), or (c).
PART 2: DEATH OF THE OWNER WHO IS NOT THE ANNUITANT
Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume there are no withdrawals. The table below presents examples of
the death Benefit based on the Hypothetical Accumulated Values.
<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE DEATH
YEAR VALUE ADJUSTMENT BENEFIT
- --------- ------------ ------------ ------------
<S> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $53,000.00
2 53,530.00 500.00 54,030.00
3 58,883.00 0.00 58,883.00
4 52,994.70 500.00 53,494.70
5 58,294.17 0.00 58,294.17
6 64,123.59 500.00 64,623.59
7 70,535.95 0.00 70,535.95
8 77,589.54 500.00 78,089.54
9 85,348.49 0.00 85,348.49
10 93,883.34 0.00 93,883.34
</TABLE>
The Hypothetical Death Benefit is the Accumulated Value increased by any
positive Market Value Adjustment.
C-2
<PAGE>
APPENDIX D
DIFFERENCES UNDER THE PIONEER VISION CONTRACT (FORM A3023-95)
1. The Guarantee Period Accounts are not available under the Pioneer Vision
Contract (Form A3023-95).
2. The waiver of surrender charge in Pioneer Vision 2 for disability prior to
age 65, diagnosis of a terminal illness or confinement to a nursing home
until the later of one year after issue or 90 days (see "Reduction or
Elimination of Surrender Charge") is not available under the Pioneer Vision
Contract (Form A3023-95).
3. The death benefit under Pioneer Vision Contract (Form A3023-95) that is
payable upon the death of the Annuitant (or an Owner who is also the
Annuitant) is the greatest of: (1) the Accumulated Value under the Contract
next determined following receipt of due proof of death at the Principal
Office; (2) the total amount of gross payments made under the Contract
reduced proportionately to reflect the amount of all prior partial
withdrawals, or (3) the death benefit that would have been payable on the
most recent fifth year policy anniversary, increased for subsequent payments
and reduced proportionately to reflect withdrawals after that date.
4. The Withdrawal Without Surrender Charge Amount (the "Free Withdrawal
Amount") under the Pioneer Vision Contract (Form A3023-95) is the greatest
of (1) cumulative earnings; (2) 10% of the Accumulated Value as of the
Valuation Date coincident with or next following the date of the withdrawal
request; or (3) the amount calculated under the Company's life expectancy
distribution. The percentage available under the Pioneer Vision 2 Contract
is 15% rather than 10%.
5. The following transfer provision applies to the Pioneer Vision Contract
(Form A3023-95):
TRANSFER PRIVILEGE. At any time prior to the Annuity Date, subject to the
Company's then current rules, an Owner may have amounts transferred among the
Sub-Accounts or from the Sub-Accounts to the Fixed Account, where available.
Transfer values will be effected at the Accumulation Value next computed after
receipt of the transfer order. The Company will make transfers pursuant to a
written request or, if a properly completed authorization is on file, pursuant
to a telephone request.
Except for transfers made under the automatic transfer option and for transfers
made under contracts issued to residents of Texas, no transfers from the Fixed
Account are permitted except during the 30-day period beginning on each Contract
anniversary. During that 30-day "window" period, any amount (up to 100%) of
Contract value in the Fixed Account may be transferred. In Texas, transfers
involving the Fixed Account also are permitted if: (1) there has been at least a
90-day period since the last transfer from the Fixed Account; and (2) the amount
transferred from the Fixed Account in each transfer does not exceed the lesser
of $100,000 or 25% of the Accumulated Value.
Currently, the Company makes no charge for transfers. The first 12 transfers in
a Contract year are guaranteed to be free of any transfer charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers.
AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING) AND AUTOMATIC ACCOUNT REBALANCING
OPTIONS. The Owner may elect automatic transfers of a predetermined amount, not
less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually ) from the Money Market Portfolio or the America
Income Portfolio (the source account) to one or more of the other Sub-Accounts.
Automatic transfers may not be made into the Fixed Account or, if applicable,
the Portfolio being used as the source account. The Fixed Account also may be
used as the source account from which monthly, bi-monthly or quarterly automatic
transfers will be made to any of the Sub-Accounts provided that (1) the amount
of each monthly transfer cannot exceed 10% of the value in the Fixed Account as
of the date of the first transfer; (2) each bi-monthly transfer cannot exceed
20% of the value in the Fixed Account as of the date of the first transfer, and
(3) each quarterly transfer cannot exceed 25% of the value in the Fixed Account
as of the date of the first transfer. If an
D-1
<PAGE>
automatic transfer would reduce the balance in the source account to less than
$100, the entire balance will be transferred proportionately to the chosen
Sub-Accounts. Automatic transfers will continue until the amount in the source
account on a transfer date is zero or the Owner's request to terminate the
option is received by the Company. If additional amounts are allocated to the
source account after its balance has fallen to zero, this option will not
restart automatically and the Owner must provide a new request to the Company.
The Owner may request automatic rebalancing of Sub-Account allocations on a
monthly, bi-monthly, quarterly, semi-annual or annual basis in accordance with
specified percentage allocations. As frequently as requested, the Company will
review the percentage allocations in the Portfolios and, if necessary, transfer
amounts to ensure conformity with the designated percentage allocation mix. If
the amount necessary to re-establish the mix on any scheduled date is less than
$100, no transfer will be made. Automatic Account Rebalancing will continue
until the Owner's request to terminate or change the option is received by the
Company. As such, subsequent payments allocated in a manner different from the
percentage allocation mix in effect on the date the payment is received will be
reallocated in accordance with the existing mix on the next scheduled date
unless the Owner's timely request to change the mix or terminate the option is
received by the Company.
The Company reserves the right to limit the number of Portfolios that may be
utilized for automatic transfers and rebalancing, and to discontinue either
option upon advance written notice. Currently, Dollar Cost Averaging and Account
Rebalancing may not be in effect simultaneously.
6. The contingent deferred sales charge under Pioneer Vision Contract (Form
A3023-95) is:
<TABLE>
<CAPTION>
YEARS FROM CHARGE AS PERCENTAGE OF
DATE OF NEW
PAYMENT PAYMENTS WITHDRAWN
- ----------- -----------------------------
<S> <C>
0-3 7%
4 6%
5 5%
6 4%
7 3%
More than 7 0%
</TABLE>
7. For Pioneer Vision Contract (Form A3023-95) contracts issued in Maryland,
the contingent deferred sales charge for monies surrendered out of the
Variable Account is identical to the charge schedule shown in 6. above.
Monies surrendered out of the Fixed Account, however, are subject to the
following additional charges: in Year 8, measured from the date of payment,
a 2% charge will apply, and in year 9 a 1% charge will apply. Thereafter, no
charge applies.
8. Because of the differences between the contingent deferred sales charge (see
6. above) and the amount of the free withdrawal (see 4. above) in the
Pioneer Vision Contract (Form A3023-95) and Pioneer Vision 2, the following
example (1) applies to Owners of the Pioneer Vision Contract (Form A3023-95)
contract, and should be referred to rather than the example (1) on page 14
of this Prospectus.
D-2
<PAGE>
(1) If the Contract is surrendered or annuitized* under a commutable period
certain option or a non-commutable certain option of less than ten years at the
end of the applicable period, you would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
International Growth......................................................... $ 94 $ 156 $ 202 $ 321
Capital Growth............................................................... $ 87 $ 137 $ 168 $ 253
Growth Shares................................................................ $ 91 $ 150 $ 191 $ 299
Real Estate Growth........................................................... $ 91 $ 150 $ 190 $ 298
Growth and Income............................................................ $ 91 $ 150 $ 191 $ 299
Equity-Income................................................................ $ 87 $ 137 $ 167 $ 251
Balanced..................................................................... $ 89 $ 142 $ 176 $ 269
Swiss Franc Bond............................................................. $ 91 $ 149 $ 189 $ 296
America Income............................................................... $ 91 $ 149 $ 190 $ 297
Money Market................................................................. $ 89 $ 143 $ 178 $ 273
</TABLE>
* The contract fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any Contract year under
an option including a life contingency.
9. Because of the different contingent deferred sales charge schedule and free
amount percentage, performance Tables 1A and 2A below apply to the Pioneer
Vision Contract (Form A3023-95) contract owners (Tables 1B and 2B on pages
18 and 19 of the Prospectus are applicable to all contract owners):
Quotations of average annual total return as shown in Table 1A are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year period or for a period covering the time the Sub-Account has been in
existence, if less than the prescribed periods. The calculation is adjusted to
reflect the deduction of the annual Sub-Account asset charge of 1.40%, the $30
annual Contract fee, Underlying Portfolio charges and the contingent deferred
sales charge which would be assessed if the investment were completely withdrawn
at the end of the specified period. Quotations of supplemental average total
returns, as shown in Table 1B, are calculated in exactly the same manner and for
the same periods of time except that it does not reflect the contingent deferred
sales charge but assumes that the Contract is not surrendered at the end of the
periods shown.
The performance shown in Tables 2A and 2B is calculated in exactly the same
manner as those in Tables 1A and 1B respectively; however, the period of time is
based on the Underlying Portfolios' lifetime, which may predate the
Sub-Account's inception date. These performance calculations are based on the
assumption that the Sub-Account corresponding to the applicable Underlying
Portfolio was actually in existence throughout the stated period and that the
contractual charges and expenses during that period were equal to those
currently assessed under the Contract. For more information on performance,
refer to "PERFORMANCE INFORMATION" on pages 16 and 17 of the Prospectus and the
SAI.
D-3
<PAGE>
TABLE 1A
TOTAL ANNUAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
FOR YEAR SINCE
ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 SUB-ACCOUNT
- ------------------------------------------------------------------------------------ ----------- ------------
<S> <C> <C>
International Growth................................................................ -2.77% 4.85%
Capital Growth...................................................................... 15.94% 16.56%
Growth Shares....................................................................... N/A -4.08%
Real Estate Growth.................................................................. 12.46% 22.63%
Growth and Income................................................................... N/A -1.05%
Equity-Income....................................................................... 26.33% 22.63%
Balanced............................................................................ 8.62% 14.43%
Swiss Franc Bond.................................................................... -13.71% -11.99%
America Income...................................................................... 0.55% 1.74%
Money Market........................................................................ -2.98% 1.06%
</TABLE>
TABLE 2A
TOTAL ANNUAL RETURNS OF SUB-ACCOUNT FOR PERIODS
ENDING DECEMBER 31, 1997
SINCE INCEPTION OF UNDERLYING PORTFOLIO
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)
<TABLE>
<CAPTION>
SINCE
INCEPTION
FOR YEAR OF
ENDED UNDERLYING
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO 12/31/97 PORTFOLIO*
- ------------------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
International Growth................................................................ -2.77% 4.63%
Capital Growth...................................................................... 15.94% 16.54%
Growth Shares....................................................................... N/A -4.08%
Real Estate Growth.................................................................. 12.46% 22.48%
Growth and Income................................................................... N/A -1.05%
Equity-Income....................................................................... 26.33% 23.02%
Balanced............................................................................ 8.62% 14.91%
Swiss Franc Bond.................................................................... -13.71% -11.93%
America Income...................................................................... 0.55% 1.75%
Money Market........................................................................ -2.98% 1.05%
</TABLE>
* The inception date for the Growth Shares and Growth and Income Portfolios was
10/31/97. The inception date for the Swiss Franc Bond Portfolio was 11/1/95. All
other Portfolios commenced operations on 3/1/95.
10. The Fixed Account under the Pioneer Vision Contract (Form A3023-95) contract
is not available in Oregon.
D-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
STATEMENT OF ADDITIONAL INFORMATION
OF
INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS FUNDED THROUGH
SUB-ACCOUNTS OF
SEPARATE ACCOUNT VA-P
INVESTING IN SHARES OF PIONEER VARIABLE CONTRACTS TRUST
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE PROSPECTUS OF SEPARATE ACCOUNT VA-P DATED MAY 1, 1998
("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM ANNUITY CLIENT
SERVICES, ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY, 440 LINCOLN
STREET, WORCESTER, MASSACHUSETTS 01653, TELEPHONE 1-800-688-9915.
DATED MAY 1, 1998
1
<PAGE>
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY. . . . . . . . . . . . . . . . . . . . . 2
TAXATION OF THE CONTRACTS, THE VARIABLE ACCOUNT AND
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ANNUITY BENEFIT PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . 4
EXCHANGE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . 7
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
GENERAL INFORMATION AND HISTORY
Separate Account VA-P (the "Variable Account") is a separate investment
account of Allmerica Financial Life Insurance and Annuity Company (the
"Company") established by vote of its Board of Directors on October 27, 1994.
The Company is a life insurance company organized under the laws of Delaware
in July 1974. Its principal office (the "Principal Office") is located at 440
Lincoln Street, Worcester, Massachusetts 01653, telephone (508) 855-1000.
The Company is subject to the laws of the State of Delaware governing
insurance companies and to regulation by the Commissioner of Insurance of
Delaware. In addition, the Company is subject to the insurance laws and
regulations of other states and jurisdictions in which it is licensed to
operate. As of December 31, 1997, the Company had over $9.4 billion in assets
and over $26.6 billion of life insurance in force.
Effective October 1, 1995, the Company changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
The Company is an indirectly wholly owned subsidiary of First Allmerica
Financial Life Insurance Company ("First Allmerica") which, in turn, is a
wholly owned subsidiary of Allmerica Financial Corporation ("AFC"). First
Allmerica, originally organized under the laws of Massachusetts in 1844 as a
mutual life insurance company, and known as State Mutual Life Assurance
Company of America, converted to a stock life insurance company and adopted
its present name on October 16, 1995. First Allmerica is the fifth oldest
life insurance company in America. As of December 31, 1997, First Allmerica
and its subsidiaries (including the Company) had over $16.3 billion in
combined assets and over $43.8 billion in life insurance in force.
Ten Sub-Accounts of the Variable Account are available under the Pioneer
Vision 2 contract (the "Contract") and Pioneer Vision (3023-95), a
predecessor contract no longer being sold. (Pioneer Vision 2 and Pioneer
Vision - 3023-95 are referred to collectively as "the contracts.") Each
Sub-Account invests in a corresponding investment portfolio of Pioneer
Variable Contracts Trust (the "Fund"), an open-end, registered management
investment company. The Fund currently consists of the following ten
investment portfolios: International Growth Portfolio, Capital Growth
Portfolio, Growth Shares Portfolio, Real Estate Growth Portfolio, Growth and
Income Portfolio, Equity-Income Portfolio, Balanced Portfolio, Swiss Franc
Bond Portfolio, America Income Portfolio and the Money Market Portfolio
("Underlying Portfolios"). Each Underlying Portfolio has its own investment
objectives and certain attendant risks.
2
<PAGE>
TAXATION OF THE CONTRACTS, THE VARIABLE
ACCOUNT AND THE COMPANY
The Company currently imposes no charge for taxes payable in connection with
the contracts, other than for state and local premium taxes and similar
assessments when applicable. The Company reserves the right to impose a
charge for any other taxes that may become payable in the future in
connection with the contracts or the Variable Account.
The Variable Account is considered to be a part of and taxed with the
operations of the Company. The Company is taxed as a life insurance company
under subchapter L of the Internal Revenue Code (the "Code"), and files a
consolidated tax return with its parent and affiliated companies.
The Company reserves the right to make a charge for any effect which the
income, assets or existence of the contracts or the Variable Account may have
upon its tax. Such charge for taxes, if any, will be assessed on a fair and
equitable basis in order to preserve equity among classes of Contract Owners
("Owners"). The Variable Account presently is not subject to tax.
SERVICES
CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Portfolio shares owned by the Sub-Accounts are
held on an open account basis. A Sub-Account's ownership of Underlying
Portfolio shares is reflected on the records of the Underlying Portfolio, and
is not represented by any transferable stock certificates.
EXPERTS. The financial statements of the Company as of December 31, 1997 and
1996 and for each of the two years in the period ended December 31, 1997, and
the financial statements of the Separate Account VA-P -- Pioneer Vision of
the Company as of December 31, 1997 and for the periods indicated, included
in this Statement of Additional Information constituting part of this
Registration Statement, have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The financial statements of the Company included herein should be considered
only as bearing on the ability of the Company to meet its obligations under
the Contract.
UNDERWRITERS
Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as
principal underwriter and general distributor for the Contract pursuant to a
contract with Allmerica Investments, the Company and the Variable Account.
Allmerica Investments distributes the Contract on a best-efforts basis.
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts
01653, was organized in 1969 as a wholly owned subsidiary of First Allmerica,
and presently is indirectly wholly owned by First Allmerica.
The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable laws to sell variable
annuity policies.
All persons selling the Contract are required to be licensed by their respective
state insurance authorities for the sale of variable annuity contracts. The
Company pays commissions, not to exceed 6.0% of purchase payments, to entities
which sell the Contract. To the extent permitted by NASD rules, promotional
incentives
3
<PAGE>
or payments also may be provided to such entities based on sales volumes, the
assumption of wholesaling functions or other sales-related criteria.
Additional payments may be made for other services not directly related to
the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature and similar services. A
Promotional Allowance of 1.0% is paid to Pioneer Funds Distributor, Inc. for
administrative and support services with respect to the distribution of the
Contract; however, Pioneer Funds Distributor, Inc. may direct the Company to
pay a portion of said allowance to broker-dealers who provide support
services directly.
The aggregate amounts of commissions paid to Pioneer Funds Distributor, Inc.
and to independent broker-dealers, respectively, for sales of contracts
funded by Separate Account VA-P were $1,991,730.06 and $11,463,585.45 in
1997; $1,263,159.35 and $7,978,798.15 in 1996, and $221,534.90 and
$1,672,592.62 in 1995. Sales of these contracts began in 1995.
Commissions paid by the Company do not result in any charge to Owners or to
the Variable Account, in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus. The Company intends to recoup the commission
and other sales expense through a combination of anticipated surrender,
withdrawal and/or annuitization charges, profits from the Company's general
account, including the investment earnings on amounts allocated to accumulate
on a fixed basis in excess of the interest credited on fixed accumulations by
the Company, and the profit, if any, from the mortality and expense risk
charge.
ANNUITY BENEFIT PAYMENTS
The method by which the Accumulated Value under the contracts is determined
is described in detail under "Computation of Values" in the Prospectus.
ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated
by the following hypothetical example: Assume that the assets of a
Sub-Account at the beginning of a one-day Valuation Period were $5,000,000;
that the value of an Accumulation Unit on the previous date was $1.135000;
and that during the Valuation Period, the investment income and net realized
and unrealized capital gains exceed net realized and unrealized capital
losses by $1,675. The Accumulation Unit Value at the end of the current
Valuation Period would be calculated as follows:
(1)Accumulation Unit Value -- Previous Valuation Period . . . . . $ 1.135000
(2)Value of Assets -- Beginning of Valuation Period. . . . . . . . $5,000,000
(3)Excess of Investment Income and Net Gains Over Capital Losses . . . $1,675
(4)Adjusted Gross Investment Rate for the Valuation Period
(3) divided by (2) . . . . . . . . . . . . . . . . . . . . . . . 0.000335
(5)Annual Charge (one-day equivalent of 1.40% per annum) . . . . . . 0.000039
(6)Net Investment Rate (4) - (5) . . . . . . . . . . . . . . . . . . 0.000296
(7)Net Investment Factor 1.000000 + (6). . . . . . . . . . . . . . . 1.000296
(8)Accumulation Unit Value -- Current Period (1) x (7) . . . . . . $1.13533
Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134576.
4
<PAGE>
The method for determining the amount of annuity benefit payments is
described in detail under "Determination of First and Subsequent Annuity
Benefit Payments" in the Prospectus.
ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING
HYPOTHETICAL EXAMPLE. The determination of the Annuity Unit Value and the
variable annuity benefit payment may be illustrated by the following
hypothetical example: Assume an Annuitant has 40,000 Accumulation Units in a
Variable Account, and that the value of an Accumulation Unit on the Valuation
Date used to determine the amount of the first variable annuity payment is
$1.120000. Therefore, the Accumulation Value of the Contract is $44,800
(40,000 x $1.120000). Assume also that the Owner elects an option for which
the first monthly payment is $6.57 per $1,000 of Accumulated Value applied.
Assuming no premium tax or contingent deferred sales charge, the first
monthly payment would be 44.800 multiplied by $6.57, or $294.34.
Next, assume that the Annuity Unit value for the assumed rate of 3.5% per
annum for the Valuation Date as of which the first payment was calculated was
1.100000. Annuity Unit values will not be the same as Accumulation Unit
values because the former reflect the 3.5% assumed interest rate used in the
annuity rate calculations. When the Annuity Unit value of $1.100000 is
divided into the first monthly payment the number of Annuity Units
represented by that payment is determined to be 267.5818. The value of this
same number of Annuity Units will be paid in each subsequent month under most
options. Assume further that the net investment factor for the Valuation
Period applicable to the next annuity payment is 1.000190. Multiplying this
factor by .999906 (the one-day adjustment factor for the assumed interest
rate of 3.5% per annum) produces a factor of 1.000096. This then is
multiplied by the Annuity Unit value on the immediately preceding Valuation
Date (assumed here to be $1.105000). The result is an Annuity Unit value of
$1.105106 for the current monthly payment. The current monthly payment then
is determined by multiplying the number of Annuity Units by the current
Annuity Unit value, or 267.5818 times $1.105106, which produces a current
monthly payment of $295.71.
METHOD FOR DETERMINING COMMUTED VALUE ON VARIABLE ANNUITY PERIOD CERTAIN
OPTIONS AND ILLUSTRATION USING HYPOTHETICAL EXAMPLE. The Contract offers both
commutable and non-commutable period certain annuity options. A commutable
option gives the Annuitant the right to exchange any remaining payments for a
lump sum payment based on the commuted value. The Commuted Value is the
present value of remaining payments calculated at 3.5% interest. The
determination of the Commuted Value may be illustrated by the following
hypothetical example.
Assume a commutable period certain option is elected. The number of Annuity
Units on which each payment is based would be calculated using the Surrender
Value less any premium tax rather than the Accumulated Value. Assume this
results in 250.0000 Annuity Units. Assume the Commuted Value is requested
with 60 monthly payments remaining and a current Annuity Unit Value of
$1.200000. Based on these assumptions, the dollar amount of remaining
payments would be $300 a month for 60 months. The present value at 3.5% of
all remaining payments would be $16,560.72.
EXCHANGE OFFER
A. VARIABLE ANNUITY CONTRACT EXCHANGE OFFER
The Company will permit Owners of certain variable annuity contracts,
described below, to exchange their contracts at net asset value for the
variable annuity Contract described in the Prospectus, which is issued on
Form No. A3025-96 or a state variation thereof ("new Contract"). The Company
reserves the right to suspend this exchange offer at any time.
This offer applies to the exchange of the Company's Elective Payment Variable
Annuity contracts issued on Forms A3012-79 and A3013-79 ("Elective Payment
Exchanged Contract," all such contracts having numbers with a "JQ" or "JN"
prefix), and Single Payment Variable Annuity contracts issued on Forms
A3014-79 and
5
<PAGE>
A3015-79 ("Single Payment Exchanged Contract," all such contracts having
numbers with a "KQ" or "KN" prefix). These contracts are referred to
collectively as the "Exchanged Contract." To effect an exchange, the Company
should receive (1) a completed application for the new Contract, (2) the
contract being exchanged, and (3) a signed Letter of Awareness.
CONTINGENT DEFERRED SALES CHARGE COMPUTATION. No surrender charge otherwise
applicable to the Exchanged Contract will be assessed as a result of the
exchange. Instead, the contingent deferred sales charge under the new
Contract will be computed as if the payments that had been made to the
Exchanged Contract were made to the new Contract as of the date of issue of
the Exchanged Contract. Any additional payments to the new Contract after
the exchange will be subject to the contingent deferred sales charge
computation outlined in the new Contract and the Prospectus; i.e., the charge
will be computed based on the number of years that the additional payment (or
portion of that payment) that is being withdrawn has been credited to the new
Contract.
SUMMARY OF DIFFERENCES BETWEEN THE EXCHANGED CONTRACT AND THE NEW CONTRACT.
The new Contract and the Exchanged Contract differ substantially as
summarized below. There may be additional differences important to a person
considering an exchange, and the Prospectuses for the new Contract and the
Exchanged Contract should be reviewed carefully before the exchange request
is submitted to the Company.
CONTINGENT DEFERRED SALES CHARGE. The contingent deferred sales charge under
the new Contract, as described in the Prospectus, imposes higher charge
percentages against the excess amount redeemed than the Single Payment
Exchanged Contract. In addition, if an Elective Payment Exchanged Contract
was issued more than nine years before the date of an exchange under this
offer, additional payments to the Exchanged Contract would not be subject to
a surrender charge. New payments to the new Contract may be subject to a
charge if withdrawn prior to the surrender charge period described in the
Prospectus.
CONTRACT FEE. Under the new Contract, the Company deducts a $30 fee on each
Contract anniversary and at surrender if the Accumulated Value is less than
$50,000. This fee is waived if the new Contract is part of a 401(k) plan.
No Contract fees are charged on the Single Payment Exchanged Contract. A $9
semi-annual fee is charged on the Elective Payment Exchanged Contract if the
Accumulated Value is $10,000 or less.
VARIABLE ACCOUNT ADMINISTRATIVE EXPENSE CHARGE. Under the new Contract, the
Company assesses each Sub-Account a daily administrative expense charge at an
annual rate of 0.15% of the average daily net assets of the Sub-Account. No
administrative expense charge based on a percentage of Sub-Account assets is
imposed under the Exchanged Contract.
TRANSFER CHARGE. No charge for transfers is imposed under the Exchanged
Contract. Currently, no transfer charge is imposed under the new Contract;
however, the Company reserves the right to assess a charge not to exceed $25
for each transfer after the twelfth in any Contract year.
DEATH BENEFIT. The Exchanged Contract offers a death benefit that is
guaranteed to be the greater of a Contract's Accumulated Value or gross
payments made (less withdrawals). At the time an exchange is processed, the
Accumulated Value of the Exchanged Contract becomes the "payment" for the new
Contract. Therefore, prior purchase payments made under the Exchanged
Contract (if higher than the Exchanged Contract's Accumulated Value) no
longer are a basis for determining the death benefit under the new Contract.
Consequently, whether the initial minimum death benefit under the new
Contract is greater than, equal to, or less than, the death benefit of the
Exchanged Contract depends on whether the Accumulated Value transferred to
the new Contract is greater than, equal to, or less than, the gross payments
under the Exchanged Contract. In addition, under the Exchanged Contract, the
amount of any prior withdrawals is subtracted from the value of the death
benefit. Under the new Contract, where there is a reduction in the death
benefit amount due to a prior withdrawal, the value of the death benefit is
reduced in the same proportion that the new Contract's Accumulated Value was
reduced on the date of the withdrawal.
ANNUITY TABLES. The Exchanged Contract contains higher guaranteed annuity
rates.
6
<PAGE>
INVESTMENTS. Accumulated Values and payments under the new Contract may be
allocated to significantly more investment options than are available under
the Exchanged Contract.
B. FIXED ANNUITY EXCHANGE OFFER
This exchange offer also applies to all fixed annuity contracts issued by the
Company. A fixed annuity contract to which this exchange offer applies may
be exchanged at net asset value for the Contract described in this
Prospectus, subject to the same provisions for effecting the exchange and for
applying the new Contract's contingent deferred sales charge as described
above for variable annuity contracts. This Prospectus should be read
carefully before making such exchange. Unlike a fixed annuity, the new
Contract's value is not guaranteed, and will vary depending on the investment
performance of the Underlying Portfolios to which it is allocated. The new
Contract has a different charge structure than a fixed annuity contract,
which includes not only a contingent deferred sales charge that may vary from
that of the class of contracts to which the exchanged fixed contract belongs,
but also Contract fees, mortality and expense risk charges (for the Company's
assumption of certain mortality and expense risks), administrative expense
charges, transfer charges (for transfers permitted among Sub-Accounts and the
Fixed Account), and expenses incurred by the Underlying Portfolios.
Additionally, the interest rates offered under the Fixed Account of the new
Contract and the Annuity Tables for determining minimum annuity benefit
payments may be different from those offered under the exchanged fixed
contract.
C. EXERCISE OF "FREE-LOOK PROVISION" AFTER ANY EXCHANGE
Persons who, under the terms of this exchange offer, exchange their contract
for the new Contract and subsequently revoke the new Contract within the time
permitted, as described in the sections of this Prospectus captioned "Right
to Revoke Individual Retirement Annuity" and "Right to Revoke All Other
Contracts," will have their exchanged contract automatically reinstated as of
the date of revocation. The refunded amount will be applied as the new
current Accumulated Value under the reinstated contract, which may be more or
less than it would have been had no exchange and reinstatement occurred. The
refunded amount will be allocated initially among the Fixed Account and
Sub-Accounts of the reinstated contract in the same proportion that the value
in the Fixed Account and the value in each Sub-Account bore to the
transferred Accumulated Value on the date of the exchange of the contract for
the new Contract. For purposes of calculating any contingent deferred sales
charge under the reinstated contract, the reinstated contract will be deemed
to have been issued and to have received past purchase payments as if there
had been no exchange.
PERFORMANCE INFORMATION
Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the Prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide
advertising, sales literature, periodic publications or other material
information on various topics of interest to Owners and prospective Owners.
These topics may include the relationship between sectors of the economy and
the economy as a whole and its effect on various securities markets,
investment strategies and techniques (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer and account
rebalancing), the advantages and disadvantages of investing in tax-deferred
and taxable investments, customer profiles and hypothetical purchase and
investment scenarios, financial management and tax and retirement planning,
and investment alternatives to certificates of deposit and other financial
instruments, including comparisons between the Contract and the
characteristics of and market for such financial instruments. Total return
data and supplemental total return information may be advertised based on the
period of time that an Underlying Portfolio and an underlying Sub-Account have
been in existence, even if longer than the period of time that the Contract
has been offered. The results for any period prior to a Contract being
offered will be calculated as if the Contract had been offered during that
period of time, with all charges assumed to be those applicable to the
Contract.
7
<PAGE>
The Contract has been offered since 1996. Total return data, however, may be
advertised based on the period of time that the underlying Sub-Accounts and
the Underlying Portfolios have been in existence. The results for any period
prior to the Contract being offered will be calculated as if the Contract had
been offered during that period of time, with all charges assumed to be those
applicable to the Contract.
TOTAL RETURN
"Total Return" refers to the total of the income generated by an investment
in a Sub-Account and of the changes of value of the principal invested (due
to realized and unrealized capital gains or losses) for a specified period,
reduced by the Sub-Account's asset charge and any applicable contingent
deferred sales charge which would be assessed upon complete withdrawal of the
investment.
Total Return figures are calculated by standardized methods prescribed by
rules of the Securities and Exchange Commission (the "SEC"). The quotations
are computed by finding the average annual compounded rates of return over
the specified periods that would equate the initial amount invested to the
ending redeemable values, according to the following formula:
P(1 + T) (n) = ERV
Where: P = a hypothetical initial payment to the Variable Account
of $1,000
T = average annual total return
n = number of years
ERV = the ending redeemable value of the $1,000 payment at
the end of the specified period
The calculation of Total Return includes the annual charges against the
assets of the Sub-Account. This charge is 1.40% on an annual basis. The
calculation of ending redeemable value assumes (1) the Contract was issued at
the beginning of the period, and (2) a complete surrender of the Contract at
the end of the period. The deduction of the contingent deferred sales charge,
if any, applicable at the end of the period is included in the calculation,
according to the following schedule:
<TABLE>
<CAPTION>
CONTRACT FORM A3023-95 (PIONEER VISION)
(NO GUARANTEE PERIOD ACCOUNT OPTIONS)
-------------------------------------------
YEARS FROM DATE CHARGE AS PERCENTAGE
OF PAYMENT TO DATE OF OF NEW PURCHASE PAYMENTS
WITHDRAWAL WITHDRAWN*
<S> <C>
0-3 7%
4 6%
5 5%
6 4%
7 3%
Thereafter 0%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
CONTRACT FORM A3025-96 (PIONEER VISION II)
(WITH GUARANTEE PERIOD ACCOUNT OPTIONS)
-------------------------------------------
YEARS FROM DATE CHARGE AS PERCENTAGE
OF PAYMENT TO DATE OF OF NEW PURCHASE PAYMENTS
WITHDRAWAL WITHDRAWN*
<S> <C>
0-1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
Thereafter 0%
* Subject to the maximum limit described in the Prospectus.
</TABLE>
No contingent deferred sales charge is deducted upon expiration of the
periods specified above. In all Contract years, a certain amount (withdrawal
without surrender charge amount, as described in the Prospectus) is not
subject to the contingent deferred sales charge.
The calculations of Total Return include the deduction of the $30 annual
Contract fee.
SUPPLEMENTAL TOTAL RETURN INFORMATION
The Supplemental Total Return Information in this section refers to the total
of the income generated by an investment in a Sub-Account and of the changes
of value of the principal invested (due to realized and unrealized capital
gains or losses) for a specified period reduced by the Sub-Account's asset
charges. It is assumed, however, that the investment is NOT withdrawn at the
end of each period.
The quotations of Supplemental Total Return are computed by finding the
average annual compounded rates of return over the specified periods that
would equate the initial amount invested to the ending values, according to
the following formula:
P(1 + T) (n) = EV
Where: P = a hypothetical initial payment to the Variable
Account of $1,000
T = average annual total return
n = number of years
EV = the ending value of the $1,000 payment at the end
of the specified period.
The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
Contract is NOT surrendered at the end of the specified period, and therefore
there is no adjustment for the contingent deferred sales charge that would be
applicable if the Contract was surrendered at the end of the period.
The calculations of Supplemental Total Return include the deduction of the
$30 annual Contract fee.
9
<PAGE>
YIELD AND EFFECTIVE YIELD -- THE MONEY MARKET SUB-ACCOUNT
Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven- day period ended December 31, 1997:
Yield 3.67%
Effective Yield 3.73%
Yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period,
subtracting a charge reflecting the annual 1.40% deduction for mortality and
expense risk and the administrative charge, dividing the difference by the
value of the account at the beginning of the same period to obtain the base
period return, and then multiplying the return for a seven-day base period by
(365/7), with the resulting yield carried to the nearest hundredth of one
percent.
The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:
Effective Yield = [(base period return + 1) (365/7)] - 1
The calculations of yield and effective yield reflect the $30 annual Contract
fee.
FINANCIAL STATEMENTS
Financial Statements are included for Allmerica Financial Life Insurance and
Annuity Company and for its Separate Account VA-P.
10
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
Allmerica Financial Life Insurance and Annuity Company
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of shareholder's equity, and of cash flows
present fairly, in all material respects, the financial position of Allmerica
Financial Life Insurance and Annuity Company at December 31, 1997 and 1996, and
the results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
February 3, 1998
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
----------------------------------------------- --------- ---------
<S> <C> <C>
REVENUES
Premiums..................................... $ 22.8 $ 32.7
Universal life and investment product
policy fees.............................. 212.2 176.2
Net investment income...................... 164.2 171.7
Net realized investment gains (losses)..... 2.9 (3.6)
Other income............................... 1.4 0.9
--------- ---------
Total revenues......................... 403.5 377.9
--------- ---------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses...................... 187.8 192.6
Policy acquisition expenses................ 2.8 49.9
Loss from cession of disability income
business................................. 53.9 --
Other operating expenses................... 101.3 86.6
--------- ---------
Total benefits, losses and expenses.... 345.8 329.1
--------- ---------
Income before federal income taxes............. 57.7 48.8
--------- ---------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current.................................... 13.9 26.9
Deferred................................... 7.1 (9.8)
--------- ---------
Total federal income tax expense....... 21.0 17.1
--------- ---------
Net income..................................... $ 36.7 $ 31.7
--------- ---------
--------- ---------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-1
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
-------------------------------------------------------- ---------- ----------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,340.5 and $1,660.2)............................ $1,402.5 $1,698.0
Equity securities at fair value (cost of $34.4 and
$33.0)............................................ 54.0 41.5
Mortgage loans...................................... 228.2 221.6
Real estate......................................... 12.0 26.1
Policy loans........................................ 140.1 131.7
Other long term investments......................... 20.3 7.9
---------- ----------
Total investments............................... 1,857.1 2,126.8
---------- ----------
Cash and cash equivalents............................. 31.1 18.8
Accrued investment income............................. 34.2 37.7
Deferred policy acquisition costs..................... 765.3 632.7
Reinsurance receivables on paid and unpaid losses,
benefits and unearned premiums...................... 251.1 81.5
Other assets.......................................... 10.7 8.2
Separate account assets............................... 7,567.3 4,524.0
---------- ----------
Total assets.................................... $10,516.8 $7,429.7
---------- ----------
---------- ----------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $2,097.3 $2,171.3
Outstanding claims, losses and loss adjustment
expenses.......................................... 18.5 16.1
Unearned premiums................................... 1.8 2.7
Contractholder deposit funds and other policy
liabilities....................................... 32.5 32.8
---------- ----------
Total policy liabilities and accruals........... 2,150.1 2,222.9
---------- ----------
Expenses and taxes payable............................ 77.6 77.3
Reinsurance premiums payable.......................... 4.9 --
Deferred federal income taxes......................... 75.9 60.2
Separate account liabilities.......................... 7,567.3 4,523.6
---------- ----------
Total liabilities............................... 9,875.8 6,884.0
---------- ----------
Commitments and contingencies (Note 13)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,521 and 2,518 shares issued and
outstanding......................................... 2.5 2.5
Additional paid in capital............................ 386.9 346.3
Unrealized appreciation on investments, net........... 38.5 20.5
Retained earnings..................................... 213.1 176.4
---------- ----------
Total shareholder's equity...................... 641.0 545.7
---------- ----------
Total liabilities and shareholder's equity...... $10,516.8 $7,429.7
---------- ----------
---------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
----------------------------------------------- --------- ---------
<S> <C> <C>
COMMON STOCK
Balance at beginning of period............. $ 2.5 $ 2.5
Issued during year......................... -- --
--------- ---------
Balance at end of period................... 2.5 2.5
--------- ---------
ADDITIONAL PAID IN CAPITAL
Balance at beginning of period............. 346.3 324.3
Contribution from Parent................... 40.6 22.0
--------- ---------
Balance at end of period................... 386.9 346.3
--------- ---------
RETAINED EARNINGS
Balance at beginning of period............. 176.4 144.7
Net income................................. 36.7 31.7
--------- ---------
Balance at end of period................... 213.1 176.4
--------- ---------
NET UNREALIZED APPRECIATION ON INVESTMENTS
Balance at beginning of period............. 20.5 23.8
Net appreciation (depreciation) on
available for sale securities............ 27.0 (5.1)
(Provision) benefit for deferred federal
income taxes............................. (9.0) 1.8
--------- ---------
Balance at end of period................... 38.5 20.5
--------- ---------
Total shareholder's equity............. $641.0 $545.7
--------- ---------
--------- ---------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
-------------------------------------------- ---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 36.7 $ 31.7
Adjustments to reconcile net income to
net cash used in operating activities:
Net realized gains.................. (2.9) 3.6
Net amortization and depreciation... -- 3.5
Loss from cession of disability
income business................... 53.9 --
Deferred federal income taxes....... 7.1 (9.8)
Payment related to cession of
disability income business........ (207.0) --
Change in deferred acquisition
costs............................. (181.3) (66.8)
Change in premiums and notes
receivable, net of reinsurance
payable........................... 3.9 (0.2)
Change in accrued investment
income............................ 3.5 1.2
Change in policy liabilities and
accruals, net..................... (72.4) (39.9)
Change in reinsurance receivable.... 22.1 (1.5)
Change in expenses and taxes
payable........................... 0.2 32.3
Separate account activity, net...... 0.4 10.5
Other, net.......................... (7.5) (0.2)
---------- ----------
Net used in operating
activities.................... (343.3) (35.6)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................ 909.7 809.4
Proceeds from disposals of equity
securities............................ 2.4 1.5
Proceeds from disposals of other
investments........................... 23.7 17.4
Proceeds from mortgages matured or
collected............................. 62.9 34.0
Purchase of available-for-sale fixed
maturities............................ (579.7) (795.8)
Purchase of equity securities........... (3.2) (13.2)
Purchase of other investments........... (79.4) (36.2)
Other investing activities, net......... -- (2.0)
---------- ----------
Net cash provided by investing
activities........................ 336.4 15.1
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and
capital paid in....................... 19.2 22.0
---------- ----------
Net cash provided by financing
activities........................ 19.2 22.0
---------- ----------
Net change in cash and cash equivalents..... 12.3 1.5
Cash and cash equivalents, beginning of
period..................................... 18.8 17.3
---------- ----------
Cash and cash equivalents, end of period.... $ 31.1 $ 18.8
---------- ----------
---------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................... $ -- $ 3.4
Income taxes paid....................... $ 5.4 $ 16.5
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of SMA Financial Corporation ("SMAFCO"), which is wholly owned by
First Allmerica Financial Life Insurance Company ("FAFLIC"). FAFLIC is a
wholly-owned subsidiary of Allmerica Financial Corporation ("AFC").
The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company and its results of operations
for the month of December, 1997. Somerset Square, Inc. was transferred from
SMAFCO effective November 30, 1997. (See Significant Transactions.)
The Statutory stockholder's equity of the Company is being maintained at a
minimum level of 5% of general account assets by FAFLIC in accordance with a
policy established by vote of FAFLIC's Board of Directors.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Certain reclassifications have been
made to the 1996 financial statements in order to conform to the 1997
presentation.
B. VALUATION OF INVESTMENTS
In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES", the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and reevaluates such designation as of each balance sheet date.
Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and reserves. Reserves on mortgage loans are based on
losses expected by management to be realized on transfers of mortgage loans to
real estate (upon foreclosure), on the disposition or settlement of mortgage
loans and on mortgage loans which management believes may not be collectible in
full. In establishing reserves, management considers, among other things, the
estimated fair value of the underlying collateral.
Fixed maturities and mortgage loans that are delinquent are placed on
non-accrual status, and thereafter interest income is recognized only when cash
payments are received.
Policy loans are carried principally at unpaid principal balances.
During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result of this decision real estate held by the
Company and real estate joint ventures were written down to the estimated fair
value less cost to sell. Depreciation is not recorded on these assets while they
are held for disposal.
Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
of the investment assets sold. When an other-than-temporary impairment of the
value of a specific investment or a group of investments is determined, a
realized investment loss is recorded. Changes in the valuation allowance for
mortgage loans and real estate are included in realized investment gains or
losses.
C. FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions involving
various types of financial instruments, including debt, investments such as
fixed maturities, mortgage loans and equity securities, and investment and loan
commitments. These instruments involve credit risk and also may be subject to
risk of loss due to interest rate fluctuation. The Company evaluates and
monitors each financial instrument individually and, when appropriate, obtains
collateral or other security to minimize losses.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
E. DEFERRED POLICY ACQUISITION COSTS
Acquisition costs consist of commissions, underwriting costs and other costs,
which vary with, and are primarily related to, the production of revenues.
Acquisition costs related to universal life products, variable annuities and
contractholder deposit funds are deferred and amortized in proportion to total
estimated gross profits from investment yields, mortality, surrender charges and
expense margins over the expected life of the contracts. This amortization is
reviewed annually and adjusted retrospectively when the Company revises its
estimate of current or future gross profits to be realized from this group of
products, including realized and unrealized gains and losses from investments.
Acquisition costs related to fixed annuities and other life insurance products
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the estimated total revenues over the contract periods based upon the
same assumptions used in estimating the liability for future policy benefits.
Deferred acquisition costs for each product are reviewed to determine if they
are recoverable from future income, including investment income. If such costs
are determined to be unrecoverable, they are expensed at the time of
determination. Although realization of deferred policy acquisition costs is not
assured, management believes it is more likely than not that all of these costs
will be realized. The amount of deferred policy acquisition costs considered
realizable, however, could be reduced in the near term if the estimates of gross
profits or total revenues discussed above are reduced. The amount of
amortization of deferred policy acquisition costs could be revised in the near
term if any of the estimates discussed above are revised.
F. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of certain pension, variable annuity
and variable life insurance contractholders. Assets consist principally of
bonds, common stocks, mutual funds, and short-term obligations at market value.
The investment income, gains, and losses of these accounts generally accrue to
the contractholders and, therefore, are not included in the Company's net
income. Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholder's equity or net investment income.
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
G. POLICY LIABILITIES AND ACCRUALS
Future policy benefits are liabilities for life, health and annuity products.
Such liabilities are established in amounts adequate to meet the estimated
future obligations of policies in force. The liabilities associated with
traditional life insurance products are computed using the net level premium
method for individual life and annuity policies, and are based upon estimates as
to future investment yield, mortality and withdrawals that include provisions
for adverse deviation. Future policy benefits for individual life insurance and
annuity policies are computed using interest rates ranging from 2 1/2% to 6% for
life insurance and 2% to 9 1/2% for annuities. Mortality, morbidity and
withdrawal assumptions for all policies are based on the Company's own
experience and industry standards. Liabilities for universal life include
deposits received from customers and investment earnings on their fund balances,
less administrative charges. Universal life fund balances are also assessed
mortality and surrender charges. Individual health benefit liabilities for
active lives are estimated using the net level premium method, and assumptions
as to future morbidity, withdrawals and interest which provide a margin for
adverse deviation. Benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to claim
terminations, expenses and interest.
Liabilities for outstanding claims, losses and loss adjustment expenses are
estimates of payments to be made for reported claims and estimates of claims
incurred but not reported. These liabilities are determined using case basis
evaluations and statistical analyses and represent estimates of the ultimate
cost of all claims incurred but not paid. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.
Premiums for individual accident and health insurance are reported as earned on
a pro-rata basis over the contract period.
The unexpired portion of these premiums is recorded as unearned premiums.
Contractholder deposit funds and other policy liabilities include
investment-related products and consist of deposits received from customers and
investment earnings on their fund balances.
All policy liabilities and accruals are based on the various estimates discussed
above. Although the adequacy of these amounts cannot be assured, management
believes that it is more likely than not that policy liabilities and accruals
will be sufficient to meet future obligations of policies in force. The amount
of liabilities and accruals, however, could be revised in the near term if the
estimates discussed above are revised.
H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES
Premiums for individual life and health insurance and individual annuity
products, excluding universal life and investment-related products, are
considered revenue when due. Individual accident and health insurance premiums
are recognized as revenue over the related contract periods. Benefits, losses
and related expenses are matched with premiums, resulting in their recognition
over the lives of the contracts. This matching is accomplished through the
provision for future benefits, estimated and unpaid losses and amortization of
deferred policy acquisition costs. Revenues for investment-related products
consist of net investment income and contract charges assessed against the fund
values. Related benefit expenses primarily consist of net investment income
credited to the fund values after deduction for investment and risk charges.
Revenues for universal life and group variable universal life products consist
of net investment income, and mortality, administration and surrender charges
assessed against the fund values. Related benefit expenses include universal
life benefits in excess of fund values and net investment income credited to
universal life fund values. Certain policy charges that represent compensation
for services to be provided in future periods are deferred and amortized over
the period benefited using the same assumptions used to amortize capitalized
acquisition costs.
F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
I. FEDERAL INCOME TAXES
AFC, its life insurance subsidiaries, FAFLIC and AFLIAC, and its non-life
insurance domestic subsidiaries file a life-nonlife consolidated United States
Federal income tax return. Entities included within the consolidated group are
segregated into either a life insurance or non-life insurance company subgroup.
The consolidation of these subgroups is subject to certain statutory
restrictions on the percentage of eligible non-life insurance company taxable
operating losses that can be applied to offset life insurance company taxable
income. Allmerica P&C and its subsidiaries will be included in the AFC
consolidated return as part of the non-life insurance company subgroup for the
period July 17, 1997 through December 31, 1997. For the period January 1, 1997
through July 16, 1997, Allmerica P&C and its subsidiaries will file a separate
consolidated United States Federal income tax return.
The Board of Directors has delegated to AFC management, the development and
maintenance of appropriate Federal Income Tax allocation policies and
procedures, which are subject to written agreement between the companies. The
Federal income tax for all subsidiaries in the consolidated return of AFC is
calculated on a separate return basis. Any current tax liability is paid to AFC.
Tax benefits resulting from taxable operating losses or credits of AFC's
subsidiaries are not reimbursed to the subsidiary until such losses or credits
can be utilized by the subsidiary on a separate return basis.
Deferred income taxes are generally recognized when assets and liabilities have
different values for financial statement and tax reporting purposes, and for
other temporary taxable and deductible differences as defined by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109). These differences result primarily from loss reserves, policy acquisition
expenses, and unrealized appreciation/depreciation on investments.
J. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued Statement No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. This statement establishes standards for
the way that public enterprises report information about operating segments in
annual financial statements and requires that selected information about those
operating segments be reported in interim financial statements. This statement
supersedes Statement No. 14, FINANCIAL REPORTING FOR SEGMENTS OF A BUSINESS
ENTERPRISE. Statement No. 131 requires that all public enterprises report
financial and descriptive information about their reportable operating segments.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for fiscal years beginning
after December 15, 1997. The Company anticipates no impact from the adoption of
Statement No. 131.
In June 1997, the FASB also issued Statement No. 130, REPORTING COMPREHENSIVE
INCOME, which established standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. All items that are required to be recognized under
accounting standards as components of comprehensive income are to be reported in
a financial statement that is displayed with the same prominence as other
financial statements. This statement stipulates that comprehensive income
reflect the change in equity of an enterprise during a period from transactions
and other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
anticipates that the adoption of Statement No. 130 will result primarily in
reporting the changes in unrealized gains and losses on investments in debt and
equity securities in comprehensive income.
F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT TRANSACTIONS
On April 14, 1997, the Company entered into an agreement in principle to
transfer the Company's individual disability income under a 100% coinsurance
agreement to Metropolitan Life Insurance Company. The coinsurance agreement
became effective October 1, 1997. The transaction has resulted in the
recognition of a $53.9 million pre-tax loss in the first quarter of 1997.
During the 4th quarter of 1997, SMAFCO contributed $40.6 million of additional
paid in capital to the Company. The nature of the contribution was $19.2 million
in cash and $21.4 million in other assets including Somerset Square, Inc.
Effective January 1, 1998, the Company entered into an agreement with
Reinsurance Group of America, Inc. to reinsure the mortality risk on the
universal life and variable universal life blocks of business. Management
believes that this agreement will not have a material effect on the results of
operations or financial position of the Company.
3. INVESTMENTS
A. SUMMARY OF INVESTMENTS
The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of SFAS No. 115.
The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:
<TABLE>
<CAPTION>
1997
--------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- ---------- -------- --------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 6.3 $ .5 $-- $ 6.8
States and political subdivisions....... 2.8 .2 -- 3.0
Foreign governments..................... 50.1 2.0 -- 52.1
Corporate fixed maturities.............. 1,147.5 58.7 3.3 1,202.9
Mortgage-backed securities.............. 133.8 5.2 1.3 137.7
---------- -------- --------- --------
Total fixed maturities
available-for-sale..................... $1,340.5 $66.6 $ 4.6 $1,402.5
---------- -------- --------- --------
Equity securities....................... $ 34.4 $19.9 $ 0.3 $ 54.0
---------- -------- --------- --------
---------- -------- --------- --------
1996
--------------------------------------------
U.S. Treasury securities and U.S.
government and agency securities....... $ 15.7 $ 0.5 $ 0.2 $ 16.0
States and political subdivisions....... 8.9 1.6 -- 10.5
Foreign governments..................... 53.2 2.9 -- 56.1
Corporate fixed maturities.............. 1,437.2 38.6 6.1 1,469.7
Mortgage-backed securities.............. 145.2 2.2 1.7 145.7
---------- -------- --------- --------
Total fixed maturities
available-for-sale..................... $1,660.2 $45.8 $ 8.0 $1,698.0
---------- -------- --------- --------
Equity securities....................... $ 33.0 $10.2 $ 1.7 $ 41.5
---------- -------- --------- --------
---------- -------- --------- --------
</TABLE>
(1) Amortized cost for fixed maturities and cost for equity securities.
F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1997, the amortized
cost and market value of these assets on deposit were $276.8 million and $291.7
million, respectively. At December 31, 1996, the amortized cost and market value
of these assets on deposit were $284.9 million and $292.2 million, respectively.
In addition, fixed maturities, excluding those securities on deposit in New
York, with an amortized cost of $4.2 million were on deposit with various state
and governmental authorities at December 31, 1997 and 1996.
There were no contractual fixed maturity investment commitments at December 31,
1997 and 1996, respectively.
The amortized cost and fair value by maturity periods for fixed maturities are
shown below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties, or the Company may have the right to put or sell the
obligations back to the issuers. Mortgage backed securities are included in the
category representing their ultimate maturity.
<TABLE>
<CAPTION>
1997
--------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------------------------------------------------------ --------- ---------
<S> <C> <C>
Due in one year or less..................................... $ 63.0 $ 63.5
Due after one year through five years....................... 328.8 343.9
Due after five years through ten years...................... 649.5 679.9
Due after ten years......................................... 299.2 315.2
--------- ---------
Total....................................................... $1,340.5 $1,402.5
--------- ---------
--------- ---------
</TABLE>
The proceeds from voluntary sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:
<TABLE>
<CAPTION>
PROCEEDS
FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
- ------------------------------------------------------------ ---------- ------ ------
<S> <C> <C> <C>
1997
Fixed maturities............................................ $702.9 $ 11.4 $ 5.0
Equity securities........................................... $ 1.3 $ 0.5 $ --
1996
Fixed maturities............................................ $496.6 $ 4.3 $ 8.3
Equity securities........................................... $ 1.5 $ 0.4 $ 0.1
</TABLE>
F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:
<TABLE>
<CAPTION>
EQUITY
FOR THE YEAR ENDED DECEMBER 31, FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
- ------------------------------------------------------------ ---------- ------------- ------
<S> <C> <C> <C>
1997
Net appreciation, beginning of year......................... $ 12.7 $ 7.8 $ 20.5
Net appreciation on available-for-sale securities........... 24.3 12.5 36.8
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ (9.8) -- (9.8)
Provision for deferred federal income taxes................. (5.1) (3.9) (9.0)
---------- ----- ------
9.4 8.6 18.0
---------- ----- ------
Net appreciation, end of year............................... $ 22.1 $ 16.4 $ 38.5
---------- ----- ------
---------- ----- ------
</TABLE>
(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.
F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996 FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
- ------------------------------------------------------------ ---------- ------------- ------
<S> <C> <C> <C>
Net appreciation, beginning of year......................... $ 20.4 $ 3.4 $ 23.8
Net (depreciation) appreciation on available-for-sale
securities................................................. (20.8) 6.7 (14.1)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 9.0 -- 9.0
Benefit (provision) for deferred federal income taxes....... 4.1 (2.3) 1.8
---------- ----- ------
(7.7) 4.4 (3.3)
---------- ----- ------
Net appreciation, end of year............................... $ 12.7 $ 7.8 $ 20.5
---------- ----- ------
---------- ----- ------
</TABLE>
(1) Includes net appreciation on other investments of $11.1 million in 1997, and
$2.2 million in 1996.
B. MORTGAGE LOANS AND REAL ESTATE
AFLIAC's mortgage loans and real estate are diversified by property type and
location. Real estate investments have been obtained primarily through
foreclosure. Mortgage loans are collateralized by the related properties and
generally are no more than 75% of the property's value at the time the original
loan is made.
The carrying values of mortgage loans and real estate investments net of
applicable reserves were as follows:
<TABLE>
<CAPTION>
DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Mortgage loans.............................................. $228.2 $221.6
Real estate:
Held for sale............................................. 12.0 26.1
Held for production of income............................. -- --
---------- ------
Total real estate....................................... $ 12.0 $ 26.1
---------- ------
Total mortgage loans and real estate........................ $240.2 $247.7
---------- ------
---------- ------
</TABLE>
Reserves for mortgage loans were $9.4 million and $9.5 million at December 31,
1997 and 1996, respectively.
During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. As a result, real estate assets with a carrying
amount of $15.7 million were written down to the estimated fair value less cost
to sell of $12.0 million, and a net realized investment loss of $3.7 million was
recognized. Depreciation is not recorded on these assets while they are held for
disposal.
There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1997. During 1996, non-cash investing
activities included real estate acquired through foreclosure of mortgage loans,
which had a fair value of $0.9 million.
At December 31, 1997, contractual commitments to extend credit under commercial
mortgage loan agreements amounted to approximately $18.7 million. These
commitments generally expire within one year.
F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Mortgage loans and real estate investments comprised the following property
types and geographic regions:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Property type:
Office building........................................... $101.7 $ 86.1
Residential............................................... 19.3 39.0
Retail.................................................... 42.2 55.9
Industrial/warehouse...................................... 61.9 52.6
Other..................................................... 24.5 25.3
Valuation allowances...................................... (9.4) (11.2)
---------- ------
Total....................................................... $240.2 $247.7
---------- ------
---------- ------
Geographic region:
South Atlantic............................................ $ 68.7 $ 72.9
Pacific................................................... 56.6 37.0
East North Central........................................ 61.4 58.3
Middle Atlantic........................................... 29.8 35.0
West South Central........................................ 6.9 5.7
New England............................................... 12.4 21.9
Other..................................................... 13.8 28.1
Valuation allowances...................................... (9.4) (11.2)
---------- ------
Total....................................................... $240.2 $247.7
---------- ------
---------- ------
</TABLE>
At December 31, 1997, scheduled mortgage loan maturities were as follows: 1998
- -- $52.0 million; 1999 -- $17.1 million; 2000 -- $46.3 million; 2001 -- $7.0
million; 2002 -- $11.7 million; and $94.1 million thereafter. Actual maturities
could differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties and loans may be
refinanced. During 1997, the Company did not refinance any mortgage loans based
on terms which differed from those granted to new borrowers.
C. INVESTMENT VALUATION ALLOWANCES
Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the balance sheet and changes thereto
are shown below.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, BALANCE AT BALANCE AT
(IN MILLIONS) JANUARY 1 ADDITIONS DEDUCTIONS DECEMBER 31
- ------------------------------------------------------------ ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1997
Mortgage loans.............................................. $ 9.5 $ 1.1 $ 1.2 $ 9.4
Real estate................................................. 1.7 3.7 5.4 --
----- --- --- -----
Total................................................... $ 11.2 $ 4.8 $ 6.6 $ 9.4
----- --- --- -----
----- --- --- -----
1996
Mortgage loans.............................................. $ 12.5 $ 4.5 $ 7.5 $ 9.5
Real estate................................................. 2.1 -- 0.4 1.7
----- --- --- -----
Total................................................... $ 14.6 $ 4.5 $ 7.9 $ 11.2
----- --- --- -----
----- --- --- -----
</TABLE>
F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Deductions of $5.4 million to the investment valuation allowance related to real
estate in 1997 primarily reflect writedowns to the estimated fair value less
cost to sell pursuant to the aforementioned 1997 plan of disposal.
The carrying value of impaired loans was $20.6 million and $21.5 million, with
related reserves of $7.1 million and $7.3 million as of December 31, 1997 and
1996, respectively. All impaired loans were reserved as of December 31, 1997 and
1996.
The average carrying value of impaired loans was $19.8 million and $26.3
million, with related interest income while such loans were impaired of $2.2
million and $3.4 million as of December 31, 1997 and 1996, respectively.
D. OTHER
At December 31, 1997, AFLIAC had no concentration of investments in a single
investee exceeding 10% of shareholder's equity.
4. INVESTMENT INCOME AND GAINS AND LOSSES
A. NET INVESTMENT INCOME
The components of net investment income were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Fixed maturities............................................ $130.0 $137.2
Mortgage loans.............................................. 20.4 22.0
Equity securities........................................... 1.3 0.7
Policy loans................................................ 10.8 10.2
Real estate................................................. 3.9 6.2
Other long-term investments................................. 1.0 0.8
Short-term investments...................................... 1.4 1.4
---------- ------
Gross investment income..................................... 168.8 178.5
Less investment expenses.................................... (4.6) (6.8)
---------- ------
Net investment income....................................... $164.2 $171.7
---------- ------
---------- ------
</TABLE>
At December 31, 1997, mortgage loans on non-accrual status were $2.8 million,
which were all restructured loans. There were no fixed maturities on non-accrual
status at December 31, 1997. The effect of non-accruals, compared with amounts
that would have been recognized in accordance with the original terms of the
investment, had no impact in 1997, and reduced net income by $0.1 million in
1996.
The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $21.1 million and $25.4 million at December 31, 1997 and 1996,
respectively. Interest income on restructured mortgage loans that would have
been recorded in accordance with the original terms of such loans amounted to
$1.9 million and $3.6 million in 1997 and 1996, respectively. Actual interest
income on these loans included in net investment income aggregated $2.1 million
and $2.2 million in 1997 and 1996, respectively.
F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
There were no fixed maturities or mortgage loans which were non-income producing
for the twelve months ended December 31, 1997.
B. REALIZED INVESTMENT GAINS AND LOSSES
Realized gains (losses) on investments were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Fixed maturities............................................ $ 3.0 $ (3.3)
Mortgage loans.............................................. (1.1) (3.2)
Equity securities........................................... 0.5 0.3
Real estate................................................. (1.5) 2.5
Other....................................................... 2.0 0.1
---------- ------
Net realized investment losses.............................. $ 2.9 $ (3.6)
---------- ------
---------- ------
</TABLE>
5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about certain financial instruments
(insurance contracts, real estate, goodwill and taxes are excluded) for which it
is practicable to estimate such values, whether or not these instruments are
included in the balance sheet. The fair values presented for certain financial
instruments are estimates which, in many cases, may differ significantly from
the amounts which could be realized upon immediate liquidation. In cases where
market prices are not available, estimates of fair value are based on discounted
cash flow analyses which utilize current interest rates for similar financial
instruments which have comparable terms and credit quality.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
CASH AND CASH EQUIVALENTS
For these short-term investments, the carrying amount approximates fair value.
FIXED MATURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.
EQUITY SECURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models.
MORTGAGE LOANS
Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.
F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
REINSURANCE RECEIVABLES
The carrying amount of the reinsurance receivable for outstanding claims, losses
and loss adjustment expenses reported in the balance sheet approximates fair
value.
POLICY LOANS
The carrying amount reported in the balance sheet approximates fair value since
policy loans have no defined maturity dates and are inseparable from the
insurance contracts.
INVESTMENT CONTRACTS (WITHOUT MORTALITY FEATURES)
Fair values for the Company's liabilities under investment type contracts are
estimated based on current surrender values.
The estimated fair values of the financial instruments were as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------- ---------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------------------------------------------------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 31.1 $ 31.1 $ 18.8 $ 18.8
Fixed maturities.......................................... 1,402.5 1,402.5 1,698.0 1,698.0
Equity securities......................................... 54.0 54.0 41.5 41.5
Mortgage loans............................................ 228.2 239.8 221.6 229.3
Policy loans.............................................. 140.1 140.1 131.7 131.7
Reinsurance receivables................................... 251.1 251.1 72.5 72.5
--------- --------- --------- ---------
$2,107.0 $2,118.6 $2,184.1 $2,191.8
--------- --------- --------- ---------
--------- --------- --------- ---------
FINANCIAL LIABILITIES
Individual annuity contracts.............................. 876.0 850.6 910.2 885.9
Supplemental contracts without life contingencies......... 15.3 15.3 15.9 15.9
Other individual contract deposit funds................... 0.3 0.3 0.3 0.3
--------- --------- --------- ---------
$ 891.6 $ 866.2 $ 926.4 $ 902.1
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
6. DEBT
In 1997 the Company incurred no debt. During 1996, the Company utilized
repurchase agreements to finance certain investments.
Interest expense was $3.4 million in 1996, relating to the repurchase
agreements, and is recorded in other operating expenses.
F-16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. FEDERAL INCOME TAXES
Provisions for federal income taxes have been calculated in accordance with the
provisions of SFAS No. 109. A summary of the federal income tax expense
(benefit) in the statement of income is shown below:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- ------
<S> <C> <C>
Federal income tax expense (benefit)
Current................................................... $ 13.9 $ 26.9
Deferred.................................................. 7.1 (9.8)
----- -----
Total....................................................... $ 21.0 $ 17.1
----- -----
----- -----
</TABLE>
The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes. The deferred
tax (assets) liabilities are comprised of the following at December 31, 1997:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Deferred tax (assets) liabilitie
Loss reserves............................................. $(175.8) $(137.0)
Deferred acquisition costs................................ 226.4 186.9
Investments, net.......................................... 27.0 14.2
Bad debt reserve.......................................... (2.0) (1.1)
Other, net................................................ 0.3 (2.8)
---------- -------------
Deferred tax liability, net............................... $ 75.9 $ 60.2
---------- -------------
---------- -------------
</TABLE>
Gross deferred income tax liabilities totaled $253.7 million and $201.1 million
at December 31, 1997 and 1996. Gross deferred income tax assets totaled $177.8
million and $140.9 at December 31, 1997 and 1996.
Management believes, based on the Company's recent earnings history and its
future expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, management considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary.
The Company's federal income tax returns are routinely audited by the IRS, and
provisions are routinely made in the financial statements in anticipation of the
results of these audits. The IRS has examined the life-nonlife consolidated
group's federal income tax returns through 1991. The Company is currently
considering its response to certain adjustments proposed by the IRS with respect
to the life-nonlife consolidated group's federal income tax returns for 1989,
1990, and 1991. In management's opinion, adequate tax liabilities have been
established for all years. However, the amount of these tax liabilities could be
revised in the near term if estimates of the Company's ultimate liability are
revised.
8. RELATED PARTY TRANSACTIONS
The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $124.1 million and $112.4 million in 1997 and 1996. The
net amounts payable to FAFLIC and affiliates for accrued expenses and various
other liabilities and receivables were $15.0 million and $13.3 million at
December 31, 1997 and 1996.
F-17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
9. DIVIDEND RESTRICTIONS
Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company.
Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance.
At January 1, 1998, AFLIAC could pay dividends of $33.9 million to FAFLIC
without prior approval.
10. REINSURANCE
In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of SFAS No. 113.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured policy. Reinsurance contracts
do not relieve the Company from its obligations to policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company;
consequently, allowances are established for amounts deemed uncollectible. The
Company determines the appropriate amount of reinsurance based on evaluation of
the risks accepted and analyses prepared by consultants and reinsurers and on
market conditions (including the availability and pricing of reinsurance). The
Company also believes that the terms of its reinsurance contracts are consistent
with industry practice in that they contain standard terms with respect to lines
of business covered, limit and retention, arbitration and occurrence. Based on
its review of its reinsurers' financial statements and reputations in the
reinsurance marketplace, the Company believes that its reinsurers are
financially sound.
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Insurance premiums:
Direct.................................................... $ 48.8 $ 53.3
Assumed................................................... 2.6 3.1
Ceded..................................................... (28.6) (23.7)
---------- ------
Net premiums................................................ $ 22.8 $ 32.7
---------- ------
---------- ------
Insurance and other individual policy benefits, claims,
losses and loss adjustment expenses:
Direct.................................................... $226.0 $206.4
Assumed................................................... 4.2 4.5
Ceded..................................................... (42.4) (18.3)
---------- ------
Net policy benefits, claims, losses and loss adjustment
expenses................................................... $187.8 $192.6
---------- ------
---------- ------
</TABLE>
F-18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
11. DEFERRED POLICY ACQUISITION EXPENSES
The following reflects the changes to the deferred policy acquisition asset:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Balance at beginning of year................................ $632.7 $555.7
Acquisition expenses deferred............................. 184.1 116.6
Amortized to expense during the year...................... (53.0) (49.9)
Adjustment to equity during the year...................... (10.2) 10.3
Adjustment for cession of disability income insurance..... (38.6) --
Adjustment for revision of universal life and variable
universal life insurance mortality assumptions.......... 50.3 --
---------- ------
Balance at end of year...................................... $765.3 $632.7
---------- ------
---------- ------
</TABLE>
On October 1, 1997, the Company revised the mortality assumptions for universal
life and variable universal life product lines. These revisions resulted in a
$50.3 million recapitalization of deferred policy acquisition costs.
12. LIABILITIES FOR INDIVIDUAL ACCIDENT AND HEALTH BENEFITS
The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims, losses and loss adjustment expenses as new
information becomes available and further events occur which may impact the
resolution of unsettled claims. Changes in prior estimates are reflected in
results of operations in the year such changes are determined to be needed and
recorded.
The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses related to the Company's accident and health business was
$219.9 million and $226.2 million at December 31, 1997 and 1996. Accident and
health claim liabilities have been re-estimated for all prior years and were
increased by $-0- million in 1997 and $3.2 million in 1996. Due to the
reinsurance agreement whereby the Company has ceded substantially all of its
accident and health business to the Metropolitan, management believes that no
material adverse development of losses will occur. However, the amount of the
liabilities could be revised in the near term if the estimates are revised.
13. CONTINGENCIES
REGULATORY AND INDUSTRY DEVELOPMENTS
Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company is not able to reasonably estimate the potential
effect on it of any such future assessments or voluntary payments.
LITIGATION
In July 1997, a lawsuit was instituted in Louisiana against Allmerica Financial
Corp. and certain of its subsidiaries by individual plaintiffs alleging fraud,
unfair or deceptive acts, breach of contract, misrepresentation and related
claims in the sale of life insurance policies. In October 1997, plaintiffs
voluntarily dismissed
F-19
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the Louisiana suit and refiled the action in Federal District Court in
Worcester, Massachusetts. The plaintiffs seek to be certified as a class. The
case is in the early stages of discovery and the Company is evaluating the
claims. Although the Company believes it has meritorious defenses to plaintiffs'
claims, there can be no assurance that the claims will be resolved on a basis
which is satisfactory to the Company.
The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the opinion of management, based on the advice
of legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's financial statements. However, liabilities
related to these proceedings could be established in the near term if estimates
of the ultimate resolution of these proceedings are revised.
YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. Although the Company does not
believe that there is a material contingency associated with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.
14. STATUTORY FINANCIAL INFORMATION
The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles for
stock life insurance companies primarily because policy acquisition costs are
expensed when incurred, investment reserves are based on different assumptions,
life insurance reserves are based on different assumptions and income tax
expense reflects only taxes paid or currently payable. Statutory net income and
surplus are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS) 1997 1996
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Statutory net income........................................ $ 31.5 $ 5.4
Statutory Surplus........................................... $307.1 $234.0
---------- ------
---------- ------
</TABLE>
F-20
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and Policyowners of Separate Account VA-P -- Pioneer Vision of
Allmerica Financial Life Insurance and Annuity Company
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly,
in all material respects, the financial position of each of the Sub-Accounts
(International Growth, Capital Growth, Real Estate Growth, Equity-Income,
Balanced, America Income, Money Market, Swiss Franc Bond, Growth Shares, and
Growth and Income) constituting the Separate Account VA-P -- Pioneer Vision
of Allmerica Financial Life Insurance and Annuity Company at December
31,1997, the results of each of their operations and the changes in each of
their net assets for the periods indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Allmerica Financial Life Insurance and Annuity Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits,
which included confirmation of investments at December 31, 1997 by
correspondence with the Fund, provide a reasonable basis for the opinion
expressed above.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 25, 1998
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
INTERNATIONAL CAPITAL REAL ESTATE
GROWTH GROWTH GROWTH EQUITY-INCOME BALANCED
------------- ------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 7):
Investments in shares of Pioneer Variable Contracts
Trust................................................ $48,733,527 $100,015,791 $36,654,932 $123,038,690 $43,281,685
Receivable from Allmerica Financial Life Insurance and
Annuity Company (Sponsor)............................ 6,067 13,562 -- -- --
------------- ------------ ----------- ------------- -----------
Total assets......................................... 48,739,594 100,029,353 36,654,932 123,038,690 43,281,685
LIABILITIES:
Payable to Allmerica Financial Life Insurance and
Annuity Company (Sponsor)............................ -- -- 3,008 10,789 --
------------- ------------ ----------- ------------- -----------
Net assets........................................... $48,739,594 $100,029,353 $36,651,924 $123,027,901 $43,281,685
------------- ------------ ----------- ------------- -----------
------------- ------------ ----------- ------------- -----------
Net asset distribution by category:
Qualified variable annuity policies.................. $12,064,006 $ 27,919,286 $11,112,637 $ 32,707,416 $12,060,729
Non-qualified variable annuity policies.............. 36,675,588 72,110,067 25,539,287 90,320,485 31,220,956
------------- ------------ ----------- ------------- -----------
$48,739,594 $100,029,353 $36,651,924 $123,027,901 $43,281,685
------------- ------------ ----------- ------------- -----------
------------- ------------ ----------- ------------- -----------
Qualified units outstanding, December 31, 1997......... 9,963,320 17,284,016 6,008,721 17,666,468 7,955,185
Net asset value per qualified unit, December 31,
1997................................................. $ 1.210842 $ 1.615324 $ 1.849418 $ 1.851384 $ 1.516084
Non-qualified units outstanding, December 31, 1997..... 30,289,326 44,641,240 13,809,365 48,785,387 20,593,157
Net asset value per non-qualified unit, December 31,
1997................................................. $ 1.210842 $ 1.615324 $ 1.849418 $ 1.851384 $ 1.516084
<CAPTION>
AMERICA MONEY SWISS FRANC GROWTH GROWTH
INCOME MARKET BOND SHARES AND INCOME
----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS (NOTES 3 AND 7):
Investments in shares of Pioneer Variable Contracts
Trust................................................ $14,181,165 $13,520,726 $21,713,070 $4,544,533 $4,390,517
Receivable from Allmerica Financial Life Insurance and
Annuity Company (Sponsor)............................ 280 2 7 -- --
----------- ----------- ----------- ---------- -----------
Total assets......................................... 14,181,445 13,520,728 21,713,077 4,544,533 4,390,517
LIABILITIES:
Payable to Allmerica Financial Life Insurance and
Annuity Company (Sponsor)............................ -- -- -- -- --
----------- ----------- ----------- ---------- -----------
Net assets........................................... $14,181,445 $13,520,728 $21,713,077 $4,544,533 $4,390,517
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
Net asset distribution by category:
Qualified variable annuity policies.................. $ 2,785,498 $ 1,963,057 $10,186,590 $1,503,776 $1,026,813
Non-qualified variable annuity policies.............. 11,395,947 11,557,671 11,526,487 3,040,757 3,363,704
----------- ----------- ----------- ---------- -----------
$14,181,445 $13,520,728 $21,713,077 $4,544,533 $4,390,517
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
Qualified units outstanding, December 31, 1997......... 2,500,146 1,790,171 12,602,892 1,473,861 975,578
Net asset value per qualified unit, December 31,
1997................................................. $ 1.114134 $ 1.096575 $ 0.808274 $ 1.020297 $ 1.052518
Non-qualified units outstanding, December 31, 1997..... 10,228,525 10,539,791 14,260,620 2,980,267 3,195,863
Net asset value per non-qualified unit, December 31,
1997................................................. $ 1.114134 $ 1.096575 $ 0.808274 $ 1.020297 $ 1.052518
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-1
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
INTERNATIONAL REAL ESTATE
GROWTH CAPITAL GROWTH GROWTH EQUITY-INCOME BALANCED
------------ -------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................................... $ 90,381 $ -- $ 899,720 $ 1,956,565 $ 757,171
------------ -------------- ------------ ------------- ------------
EXPENSES (NOTE 4):
Mortality and expense risk fees................. 488,086 925,315 292,763 1,013,070 351,807
Administrative expense fees..................... 60,326 114,365 36,184 125,211 43,482
------------ -------------- ------------ ------------- ------------
Total expenses................................ 548,412 1,039,680 328,947 1,138,281 395,289
------------ -------------- ------------ ------------- ------------
Net investment income (loss).................... (458,031) (1,039,680) 570,773 818,284 361,882
------------ -------------- ------------ ------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain distributions from portfolio
sponsor....................................... 473,914 549,333 41,137 59,861 258,539
Net realized gain (loss) from sales of
investments................................... 123,161 674,650 252,219 1,346,024 175,512
------------ -------------- ------------ ------------- ------------
Net realized gain (loss)...................... 597,075 1,223,983 293,356 1,405,885 434,051
Net unrealized gain (loss)...................... (833,701) 13,286,504 3,758,359 20,957,678 2,741,339
------------ -------------- ------------ ------------- ------------
Net realized and unrealized gain (loss)....... (236,626) 14,510,487 4,051,715 22,363,563 3,175,390
------------ -------------- ------------ ------------- ------------
Net increase (decrease) in net assets from
operations.................................. $ (694,657) $ 13,470,807 $4,622,488 $23,181,847 $3,537,272
------------ -------------- ------------ ------------- ------------
------------ -------------- ------------ ------------- ------------
<CAPTION>
AMERICA MONEY SWISS FRANC GROWTH GROWTH
INCOME MARKET BOND SHARES* AND INCOME*
------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................................... $ 481,164 $ 555,165 $ -- $ -- $ 2,775
------------ ------------ ------------ ------------- -------------
EXPENSES (NOTE 4):
Mortality and expense risk fees................. 108,597 150,787 214,128 3,766 3,365
Administrative expense fees..................... 13,422 18,637 26,466 465 416
------------ ------------ ------------ ------------- -------------
Total expenses................................ 122,019 169,424 240,594 4,231 3,781
------------ ------------ ------------ ------------- -------------
Net investment income (loss).................... 359,145 385,741 (240,594) (4,231) (1,006)
------------ ------------ ------------ ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain distributions from portfolio
sponsor....................................... -- -- -- -- --
Net realized gain (loss) from sales of
investments................................... (16,827) -- (167,069) 1,156 (2)
------------ ------------ ------------ ------------- -------------
Net realized gain (loss)...................... (16,827) -- (167,069) 1,156 (2)
Net unrealized gain (loss)...................... 299,832 -- (803,923) 19,377 67,826
------------ ------------ ------------ ------------- -------------
Net realized and unrealized gain (loss)....... 283,005 -- (970,992) 20,533 67,824
------------ ------------ ------------ ------------- -------------
Net increase (decrease) in net assets from
operations.................................. $ 642,150 $ 385,741 $(1,211,586) $ 16,302 $ 66,818
------------ ------------ ------------ ------------- -------------
------------ ------------ ------------ ------------- -------------
</TABLE>
* For the period 10/31/97 (date of initial investment) to 12/31/97
The accompanying notes are an integral part of these financial statements.
SA-2
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
INTERNATIONAL REAL ESTATE
GROWTH CAPITAL GROWTH GROWTH EQUITY-INCOME BALANCED
------------ -------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................................... $ 90,381 $ -- $ 899,720 $ 1,956,565 $ 757,171
------------ -------------- ------------ ------------- ------------
EXPENSES (NOTE 4):
Mortality and expense risk fees................. 488,086 925,315 292,763 1,013,070 351,807
Administrative expense fees..................... 60,326 114,365 36,184 125,211 43,482
------------ -------------- ------------ ------------- ------------
Total expenses................................ 548,412 1,039,680 328,947 1,138,281 395,289
------------ -------------- ------------ ------------- ------------
Net investment income (loss).................... (458,031) (1,039,680) 570,773 818,284 361,882
------------ -------------- ------------ ------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain distributions from portfolio
sponsor....................................... 473,914 549,333 41,137 59,861 258,539
Net realized gain (loss) from sales of
investments................................... 123,161 674,650 252,219 1,346,024 175,512
------------ -------------- ------------ ------------- ------------
Net realized gain (loss)...................... 597,075 1,223,983 293,356 1,405,885 434,051
Net unrealized gain (loss)...................... (833,701) 13,286,504 3,758,359 20,957,678 2,741,339
------------ -------------- ------------ ------------- ------------
Net realized and unrealized gain (loss)....... (236,626) 14,510,487 4,051,715 22,363,563 3,175,390
------------ -------------- ------------ ------------- ------------
Net increase (decrease) in net assets from
operations.................................. $ (694,657) $ 13,470,807 $4,622,488 $23,181,847 $3,537,272
------------ -------------- ------------ ------------- ------------
------------ -------------- ------------ ------------- ------------
<CAPTION>
AMERICA MONEY SWISS FRANC GROWTH GROWTH
INCOME MARKET BOND SHARES* AND INCOME*
------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends....................................... $ 481,164 $ 555,165 $ -- $ -- $ 2,775
------------ ------------ ------------ ------------- -------------
EXPENSES (NOTE 4):
Mortality and expense risk fees................. 108,597 150,787 214,128 3,766 3,365
Administrative expense fees..................... 13,422 18,637 26,466 465 416
------------ ------------ ------------ ------------- -------------
Total expenses................................ 122,019 169,424 240,594 4,231 3,781
------------ ------------ ------------ ------------- -------------
Net investment income (loss).................... 359,145 385,741 (240,594) (4,231) (1,006)
------------ ------------ ------------ ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain distributions from portfolio
sponsor....................................... -- -- -- -- --
Net realized gain (loss) from sales of
investments................................... (16,827) -- (167,069) 1,156 (2)
------------ ------------ ------------ ------------- -------------
Net realized gain (loss)...................... (16,827) -- (167,069) 1,156 (2)
Net unrealized gain (loss)...................... 299,832 -- (803,923) 19,377 67,826
------------ ------------ ------------ ------------- -------------
Net realized and unrealized gain (loss)....... 283,005 -- (970,992) 20,533 67,824
------------ ------------ ------------ ------------- -------------
Net increase (decrease) in net assets from
operations.................................. $ 642,150 $ 385,741 $(1,211,586) $ 16,302 $ 66,818
------------ ------------ ------------ ------------- -------------
------------ ------------ ------------ ------------- -------------
</TABLE>
* For the period 10/31/97 (date of initial investment) to 12/31/97
The accompanying notes are an integral part of these financial statements.
SA-2
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
INTERNATIONAL GROWTH CAPITAL GROWTH REAL ESTATE GROWTH
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------ ------------------------- ------------------------
1997 1996 1997 1996 1997 1996
----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............. $ (458,031) $ (146,170) $ (1,039,680) $ (144,561) $ 570,773 $ 93,007
Net realized gain (loss)................. 597,075 11,904 1,223,983 628,933 293,356 88,724
Net unrealized gain (loss)............... (833,701) 913,644 13,286,504 1,850,086 3,758,359 1,395,785
----------- ----------- ------------ ----------- ----------- -----------
Net increase (decrease) in net assets
from operations........................ (694,657) 779,378 13,470,807 2,334,458 4,622,488 1,577,516
----------- ----------- ------------ ----------- ----------- -----------
FROM CAPITAL TRANSACTIONS (NOTE 5):
Net purchase payments.................... 22,741,571 14,985,371 34,562,466 23,951,458 16,808,158 5,171,249
Withdrawals.............................. (1,864,858) (531,373) (3,065,144) (1,094,307) (998,730) (178,259)
Annuity benefits......................... (815,896) (35,524) (1,497,249) (404,622) (279,646) (21,214)
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor).............................. 4,961,076 6,523,125 8,291,056 14,237,620 5,569,102 3,985,797
Net increase (decrease) in investment by
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. -- -- -- -- -- --
----------- ----------- ------------ ----------- ----------- -----------
Net increase (decrease) in net assets
from capital transactions.............. 25,021,893 20,941,599 38,291,129 36,690,149 21,098,884 8,957,573
----------- ----------- ------------ ----------- ----------- -----------
Net increase (decrease) in net assets.... 24,327,236 21,720,977 51,761,936 39,024,607 25,721,372 10,535,089
NET ASSETS:
Beginning of period........................ 24,412,358 2,691,381 48,267,417 9,242,810 10,930,552 395,463
----------- ----------- ------------ ----------- ----------- -----------
End of period.............................. $48,739,594 $24,412,358 $100,029,353 $48,267,417 $36,651,924 $10,930,552
----------- ----------- ------------ ----------- ----------- -----------
----------- ----------- ------------ ----------- ----------- -----------
<CAPTION>
EQUITY-INCOME BALANCED
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------- ------------------------
1997 1996 1997 1996
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............. $ 818,284 $ 233,135 $ 361,882 $ 114,720
Net realized gain (loss)................. 1,405,885 106,639 434,051 114,381
Net unrealized gain (loss)............... 20,957,678 3,553,882 2,741,339 930,084
------------ ----------- ----------- -----------
Net increase (decrease) in net assets
from operations........................ 23,181,847 3,893,656 3,537,272 1,159,185
------------ ----------- ----------- -----------
FROM CAPITAL TRANSACTIONS (NOTE 5):
Net purchase payments.................... 46,057,375 24,174,481 20,877,883 8,374,265
Withdrawals.............................. (3,392,147) (1,355,793) (1,589,954) (533,231)
Annuity benefits......................... (1,782,924) (225,541) (891,283) (2,577)
Other transfers from (to) the General
Account of Allmerica Financial Life
Insurance and Annuity Company
(Sponsor).............................. 12,733,934 12,956,495 4,841,886 4,979,408
Net increase (decrease) in investment by
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. -- -- -- --
------------ ----------- ----------- -----------
Net increase (decrease) in net assets
from capital transactions.............. 53,616,238 35,549,642 23,238,532 12,817,865
------------ ----------- ----------- -----------
Net increase (decrease) in net assets.... 76,798,085 39,443,298 26,775,804 13,977,050
NET ASSETS:
Beginning of period........................ 46,229,816 6,786,518 16,505,881 2,528,831
------------ ----------- ----------- -----------
End of period.............................. $123,027,901 $46,229,816 $43,281,685 $16,505,881
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-3
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
AMERICA INCOME MONEY MARKET SWISS FRANC BOND
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
----------------------- -------------------------- ------------------------
1997 1996 1997 1996 1997 1996
----------- ---------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............. $ 359,145 $ 160,053 $ 385,741 $ 247,249 $ (240,594) $ (71,334)
Net realized gain (loss)................. (16,827) (89,497) -- -- (167,069) (12,348)
Net unrealized gain (loss)............... 299,832 (85,087) -- -- (803,923) (567,385)
----------- ---------- ------------ ------------ ----------- -----------
Net increase (decrease) in net assets
from
operations............................. 642,150 (14,531) 385,741 247,249 (1,211,586) (651,067)
----------- ---------- ------------ ------------ ----------- -----------
FROM CAPITAL TRANSACTIONS (NOTE 5):
Net purchase payments.................... 6,844,021 4,028,488 43,113,597 57,939,153 8,144,276 5,962,270
Withdrawals.............................. (474,352) (208,917) (1,366,472) (1,310,771) (604,411) (86,141)
Annuity benefits......................... (121,607) (66,963) (88,688) (70,325) (77,999) --
Other transfers from (to) the General
Account of
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. 711,089 (566,632) (39,844,835) (48,794,697) 2,538,464 7,610,472
Net increase (decrease) in investment by
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. -- -- -- -- -- (177)
----------- ---------- ------------ ------------ ----------- -----------
Net increase (decrease) in net assets
from capital
transactions........................... 6,959,151 3,185,976 1,813,602 7,763,360 10,000,330 13,486,424
----------- ---------- ------------ ------------ ----------- -----------
Net increase (decrease) in net assets.... 7,601,301 3,171,445 2,199,343 8,010,609 8,788,744 12,835,357
NET ASSETS:
Beginning of period........................ 6,580,144 3,408,699 11,321,385 3,310,776 12,924,333 88,976
----------- ---------- ------------ ------------ ----------- -----------
End of period.............................. $14,181,445 $6,580,144 $ 13,520,728 $ 11,321,385 $21,713,077 $12,924,333
----------- ---------- ------------ ------------ ----------- -----------
----------- ---------- ------------ ------------ ----------- -----------
<CAPTION>
GROWTH SHARES GROWTH AND INCOME
PERIOD FROM PERIOD FROM
10/31/97* TO 12/31/97 10/31/97* TO 12/31/97
--------------------- ---------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............. $ (4,231) $ (1,006)
Net realized gain (loss)................. 1,156 (2)
Net unrealized gain (loss)............... 19,377 67,826
----------- -----------
Net increase (decrease) in net assets
from
operations............................. 16,302 66,818
----------- -----------
FROM CAPITAL TRANSACTIONS (NOTE 5):
Net purchase payments.................... 1,737,338 2,355,264
Withdrawals.............................. (8,166) (9,391)
Annuity benefits......................... -- --
Other transfers from (to) the General
Account of
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. 2,799,059 1,977,826
Net increase (decrease) in investment by
Allmerica Financial Life Insurance and
Annuity Company (Sponsor).............. -- --
----------- -----------
Net increase (decrease) in net assets
from capital
transactions........................... 4,528,231 4,323,699
----------- -----------
Net increase (decrease) in net assets.... 4,544,533 4,390,517
NET ASSETS:
Beginning of period........................ -- --
----------- -----------
End of period.............................. $4,544,533 $4,390,517
----------- -----------
----------- -----------
</TABLE>
* Date of initial investment
The accompanying notes are an integral part of these financial statements.
SA-4
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION
Separate Account VA-P -- Pioneer Vision (Separate Account VA-P) is a
separate investment account of Allmerica Financial Life Insurance and Annuity
Company (the Company), established on October 27, 1994 for the purpose of
separating from the general assets of the Company those assets used to fund
certain variable annuity contracts issued by the Company. The Company is a
wholly-owned subsidiary of First Allmerica Financial Life Insurance Company
(First Allmerica). First Allmerica is a wholly-owned subsidiary of Allmerica
Financial Corporation (AFC). Under applicable insurance law, the assets and
liabilities of Separate Account VA-P are clearly identified and distinguished
from the other assets and liabilities of the Company. Separate Account VA-P
cannot be charged with liabilities arising out of any other business of the
Company.
Separate Account VA-P is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Separate Account VA-P
currently offers ten Sub-Accounts under the contracts. Each Sub-Account invests
exclusively in a corresponding investment portfolio of the Pioneer Variable
Contracts Trust (the Fund). Each portfolio is managed by Pioneering Management
Corporation (Pioneer). The Fund is an open-end management investment company
registered under the 1940 Act.
Separate Account VA-P funds two types of variable annuity contracts, "qualified"
contracts and "non-qualified" contracts. A qualified contract is one that is
purchased in connection with a retirement plan which meets the requirements of
Section 401, 403, or 408 of the Internal Revenue Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary according to whether they are made from a qualified contract or a
non-qualified contract.
Certain prior year balances have been reclassified to conform with current year
presentation.
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS -- Security transactions are recorded on the trade date. Investments
in shares of the Fund are stated at the net asset value per share of the
respective investment portfolio of the Fund. Net realized gains and losses on
securities sold are determined using the average cost method. Dividends and
capital gain distributions are recorded on the ex-dividend date and are
reinvested in additional shares of the respective investment portfolio of the
Fund at net asset value.
FEDERAL INCOME TAXES -- The Company is taxed as a "life insurance company" under
Subchapter L of the Internal Revenue Code and files a consolidated federal
income tax return with First Allmerica. The Company anticipates no tax liability
resulting from the operations of Separate Account VA-P. Therefore, no provision
for income taxes has been charged against Separate Account VA-P.
SA-5
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 -- INVESTMENTS
The number of shares owned, aggregate cost, and net asset value per share of
each Sub-Account's investment in the Fund at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
-------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
- ---------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
International Growth.................... 3,984,753 $48,612,006 $ 12.230
Capital Growth.......................... 6,192,928 84,785,584 16.150
Real Estate Growth...................... 2,168,931 31,486,001 16.900
Equity-Income........................... 6,782,728 98,198,953 18.140
Balanced................................ 2,898,974 39,520,884 14.930
America Income.......................... 1,412,467 13,919,047 10.040
Money Market............................ 13,520,726 13,520,726 1.000
Swiss Franc Bond........................ 1,737,046 23,084,396 12.500
Growth Shares........................... 296,254 4,525,156 15.340
Growth and Income....................... 277,705 4,322,691 15.810
</TABLE>
NOTE 4 -- RELATED PARTY TRANSACTIONS
The Company makes a charge of 1.25% per annum based on the average daily net
assets of each Sub-Account at each valuation date for mortality and expense
risks. The Company also charges each Sub-Account .15% per annum based on the
average daily net assets of each Sub-Account for administrative expenses. These
charges are deducted from the daily value of each Sub-Account and are paid to
the Company on a daily basis.
A $30 contract fee is currently deducted on the contract anniversary date and
upon full surrender when the accumulated value is less than $50,000 on contracts
issued on Form A3025-96 (Pioneer Vision II) and $50,000 or less on contracts
issued on Form A3023-95 (Pioneer Vision I). The fee is currently waived for all
contracts issued to the trustee of a 401(k) plan. For the year ended December
31, 1997, contract fees deducted from accumulated value in Separate Account VA-P
amounted to $71,966. These amounts are included on the statements of changes in
net assets with Other transfers to the General Account.
Allmerica Investments, Inc. (Allmerica Investments), a wholly-owned subsidiary
of First Allmerica, is principal underwriter and general distributor of Separate
Account VA-P, and does not receive any compensation for sales of the contracts.
Commissions are paid by the Company to registered representatives of broker-
dealers who are registered under the Securities Exchange Act of 1934 and are
members of the National Association of Securities Dealers. As the current series
of contracts have a contingent deferred sales charge, no deduction is made for
sales charges at the time of the sale. For the year ended December 31, 1997, the
Company received $182,152 for contingent deferred sales charges applicable to
Separate Account VA-P.
SA-6
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 -- CONTRACTOWNERS AND SPONSOR TRANSACTIONS
Transactions from contractowners and sponsor were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996
----------------------------- -----------------------------
UNITS AMOUNT UNITS AMOUNT
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
International Growth
Issuance of Units........... 27,421,873 $ 35,312,945 20,211,464 $ 23,383,021
Redemption of Units......... (8,021,017) (10,291,052) (1,819,897) (2,441,422)
------------- -------------- ------------- --------------
Net increase.............. 19,400,856 $ 25,021,893 18,391,567 $ 20,941,599
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Capital Growth
Issuance of Units........... 34,980,357 $ 52,814,487 36,627,516 $ 47,339,569
Redemption of Units......... (9,801,579) (14,523,358) (7,862,188) (10,649,420)
------------- -------------- ------------- --------------
Net increase.............. 25,178,778 $ 38,291,129 28,765,328 $ 36,690,149
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Real Estate Growth
Issuance of Units........... 17,299,530 $ 28,116,775 7,087,383 $ 9,543,697
Redemption of Units......... (4,544,021) (7,017,891) (366,808) (586,124)
------------- -------------- ------------- --------------
Net increase.............. 12,755,509 $ 21,098,884 6,720,575 $ 8,957,573
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Equity-Income
Issuance of Units........... 48,076,797 $ 78,041,834 31,805,402 $ 41,659,999
Redemption of Units......... (14,928,631) (24,425,596) (4,054,352) (6,110,357)
------------- -------------- ------------- --------------
Net increase.............. 33,148,166 $ 53,616,238 27,751,050 $ 35,549,642
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Balanced
Issuance of Units........... 20,321,783 $ 28,876,353 11,488,390 $ 14,519,443
Redemption of Units......... (4,352,053) (5,637,821) (1,080,821) (1,701,578)
------------- -------------- ------------- --------------
Net increase.............. 15,969,730 $ 23,238,532 10,407,569 $ 12,817,865
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
America Income
Issuance of Units........... 10,705,484 $ 11,334,874 7,667,493 $ 8,085,046
Redemption of Units......... (4,293,398) (4,375,723) (4,618,822) (4,899,070)
------------- -------------- ------------- --------------
Net increase.............. 6,412,086 $ 6,959,151 3,048,671 $ 3,185,976
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Money Market
Issuance of Units........... 67,768,795 $ 70,815,473 67,955,469 $ 72,128,999
Redemption of Units......... (66,093,041) (69,001,871) (60,511,733) (64,365,639)
------------- -------------- ------------- --------------
Net increase.............. 1,675,754 $ 1,813,602 7,443,736 $ 7,763,360
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
</TABLE>
SA-7
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 -- CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996
----------------------------- -----------------------------
UNITS AMOUNT UNITS AMOUNT
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Swiss Franc Bond
Issuance of Units........... 17,505,832 $ 14,050,313 15,076,598 $ 13,957,588
Redemption of Units......... (5,319,088) (4,049,983) (488,674) (471,164)
------------- -------------- ------------- --------------
Net increase.............. 12,186,744 $ 10,000,330 14,587,924 $ 13,486,424
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Growth Shares
Issuance of Units........... 4,755,609 $ 4,827,869 -- $ --
Redemption of Units......... (301,481) (299,638) -- --
------------- -------------- ------------- --------------
Net increase.............. 4,454,128 $ 4,528,231 -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Growth and Income
Issuance of Units........... 4,214,742 $ 4,366,278 -- $ --
Redemption of Units......... (43,301) (42,579) -- --
------------- -------------- ------------- --------------
Net increase.............. 4,171,441 $ 4,323,699 -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
</TABLE>
NOTE 6 -- DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Internal Revenue Code, a
variable annuity contract, other than a contract issued in connection with
certain types of employee benefit plans, will not be treated as an annuity
contract for federal income tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of The Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of the
Code. The Company believes that Separate Account VA-P satisfies the current
requirements of the regulations, and it intends that Separate Account VA-P will
continue to meet such requirements.
SA-8
<PAGE>
SEPARATE ACCOUNT VA-P -- PIONEER VISION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 -- PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of the Fund shares by Separate
Account VA-P during the year ended December 31, 1997 were as follows:
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- -------------------------------------------------- ------------ -----------
<S> <C> <C>
International Growth.............................. $ 28,153,120 $ 3,121,412
Capital Growth.................................... 42,007,835 4,220,564
Real Estate Growth................................ 23,891,493 2,177,691
Equity-Income..................................... 63,169,779 8,890,305
Balanced.......................................... 25,590,095 1,731,142
America Income.................................... 9,756,316 2,438,252
Money Market...................................... 38,983,077 36,783,735
Swiss Franc Bond.................................. 12,047,912 2,288,183
Growth Shares..................................... 4,620,514 96,514
Growth and Income................................. 4,323,145 452
------------ -----------
Totals............................................ $252,543,286 $61,748,250
------------ -----------
------------ -----------
</TABLE>
SA-9
<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
Financial Statements for Separate Account VA-P of Allmerica Financial
Life Insurance and Annuity Company
Financial Statements Included in Part C
None
(B) EXHIBITS
EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated October 27, 1994 is filed herewith.
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 is
filed herewith.
(b) Wholesaling Agreement and Amendment are filed herewith.
(c) Sales Agreements with Commission Schedule are filed
herewith.
(d) General Agent's Agreement is filed herewith.
(e) Career Agent Agreement is filed herewith.
(f) Registered Representative's Agreement is filed
herewith.
EXHIBIT 4 Policy Form A is filed herewith. Policy Form B was
previously filed in Post-Effective Amendment No. 4 on May 1,
1996 and is incorporated by reference herein.
EXHIBIT 5 Application Form A is filed herewith. Application Form B was
previously filed in Post-Effective Amendment No. 4 on May 1,
1996 and is incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws were
previously filed in Registrant's initial Registration
Statement on November 3, 1994 and are incorporated by
reference herein. An Amendment to the Articles of
Incorporation and Bylaws were previously filed on October 1,
1996, and are incorporated by reference herein.
EXHIBIT 7 Not Applicable.
<PAGE>
EXHIBIT 8 BFDS Agreements for lockbox and mailroom services are filed
herewith.
EXHIBIT 9 Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Not Applicable.
EXHIBIT 14 Not Applicable.
EXHIBIT 15 Participation Agreement with Pioneer is filed herewith.
ITEM 25. DIRECTORS AND EXECUTIVE 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
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
----------------- ------------------------------
Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1984
Abigail M. Armstrong Secretary of First Allmerica since 1996;
Secretary and Counsel Counsel, First Allmerica since 1991
Robert E. Bruce Director and Chief Information Officer of
Director and Chief First Allmerica since 1997; Vice President
Information Officer of First Allmerica since 1995; Corporate
Manager, Digital Equipment Corporation 1979
to 1995
John P. Kavanaugh Director and Chief Investment Officer of
Director, Vice President and First Allmerica since 1996; Vice President,
Chief Investment Officer First Allmerica since 1991
John F. Kelly Director of First Allmerica since 1996;
Director, Vice President and Senior Vice President, First Allmerica since
General Counsel 1986; General Counsel, First Allmerica
since 1981; Assistant Secretary, First
Allmerica since 1991
J. Barry May Director of First Allmerica since 1996;
Director Director and President, The Hanover
Insurance Company since 1996; Vice
President, The Hanover Insurance Company,
1993 to 1996; General Manager, The Hanover
Insurance Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996;
Director Director of Citizens Insurance Company of
America since 1992, President since 1994,
and CEO since 1996; Vice President, First
Allmerica 1982 to 1994; Chief
<PAGE>
Investment Officer, First Allmerica 1986 to
1994
John F. O'Brien Director, Chairman of the Board, President
Director, Chairman of the and Chief Executive Officer, First Allmerica
Board, President and Chief since 1989
Executive Officer
Edward J. Parry, III Director and Chief Financial Officer of First
Director, Vice President, Chief Allmerica since 1996; Vice President and
Financial Officer and Treasurer Treasurer, First Allmerica since 1993;
Assistant Vice President 1992 to 1993
Richard M. Reilly Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990;
Director, Allmerica Investments, Inc. since
1990; Director and President, Allmerica
Financial Investment Management Services,
Inc. since 1990
Eric A. Simonsen Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Chief
Financial Officer, First Allmerica 1990 to
1996
Phillip E. Soule Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1987
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
See attached organization chart.
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
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management 440 Lincoln Street Investment advisory services
Limited Worcester MA 01653
Allmerica Asset Management, 440 Lincoln Street Investment advisory services
Inc. 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 100 North Parkway Multi-line property and casualty
Insurance Company Worcester MA 01605 insurance
Allmerica Financial Benefit 100 North Parkway Multi-line property and casualty
Insurance Company Worcester MA 01605 insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street
Brokers, Inc. Worcester MA 01653 Insurance Broker
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Allmerica Financial Life 440 Lincoln Street Life insurance, accident and health
Insurance and Annuity Company Worcester MA 01653 insurance, annuities, variable
(formerly known as SMA Life annuities and variable life insurance
Assurance Company)
Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle
Worcester MA 01653 for commercial paper
Allmerica Funds 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Institutional 440 Lincoln Street Accounting, marketing and shareholder
Services, Inc. (formerly known Worcester MA 01653 services for investment companies
as 440 Financial Group of
Worcester, Inc.)
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 Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance Agency, 440 Lincoln Street Insurance 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
APC Funding Corp. 440 Lincoln Street Special purpose funding vehicle
Worcester MA 01653 for commercial paper
Beltsville Drive Limited 440 Lincoln Street Real estate partnership
Partnership Worcester MA 01653
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of 645 West Grand River Multi-line property and casualty
America Howell MI 48843 insurance
Citizens Insurance Company of 333 Pierce Road Multi-line property and casualty
Illinois Itasca IL 60143 insurance
Citizens Insurance Company of 3950 Priority Way South Multi-line property and casualty
the Midwest Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of 8101 N. High Street Multi-line property and casualty
Ohio P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
First Allmerica Financial Life 440 Lincoln Street Life, pension, annuity, accident
Insurance Company (formerly Worcester MA 01653 and health insurance company
State Mutual Life Assurance
Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance 440 Lincoln Street Reinsurance Company
Company Limited Worcester MA 01653
Greendale Special Placements 440 Lincoln Street Massachusetts Grantor Trust
Fund 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 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Management Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance 801 East Campbell Road Multi-line property and casualty
Company Richardson TX 75081 insurance
Linder Skokie Real Estate 440 Lincoln Street Real estate holding company
Corporation Worcester MA 01653
Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653
Logan Wells Water Company, Inc. 603 Heron Drive Water Company serving land development
Bridgeport NJ 08014 investment
Massachusetts Bay Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653
Somerset Square, Inc. 440 Lincoln Street Real estate holding company
Worcester MA 01653
Sterling Risk Management 440 Lincoln Street Risk management services
Services, Inc. Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of February 27, 1998, the Variable Account had 2,391 Qualified Contract
Owners and 5,816 Non-Qualified Contract Owners.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) states: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors and
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, Inheiritage Account, Separate
Accounts VA-A, VA-B, VA-C, VA-G, VA-H, VA-K, Allmerica Select
Separate Account II, Group VEL Account, Separate Account KG,
Separate Account KGC, Fulcrum Separate Account, Fulcrum Variable
Life Separate Account, 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, Group VEL Account,
Separate Account KG, Separate Account KGC, Fulcrum Separate
Account, Fulcrum Variable Life 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
<PAGE>
NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------
Abigail M. Armstrong Secretary and Counsel
Emil J. Aberizk, Jr. Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Richard F. Betzler, Jr. Vice President
Philip J. Coffey Vice President
Thomas P. Cunningham Vice President, Chief Financial Officer and
Controller
John F. Kelly Director
William F. Monroe, Jr. Vice President
David J. Mueller Vice President
John F. O'Brien Director
Stephen Parker President, Director and Chief Executive
Officer
Edward J. Parry, III Treasurer
Richard M. Reilly Director
Eric A. Simonsen Director
Mark G. Steinberg Senior Vice President
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
<PAGE>
(a) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to
file with the Securities and Exchange Commission ("SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC heretofore or
hereafter duly adopted pursuant to authority conferred in that
section.
(b) The Registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information 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
SEC, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by 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 Policies 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
<PAGE>
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
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 Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts on the
15th day of April, 1998.
SEPARATE ACCOUNT VA-P OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Abigail M. Armstrong
------------------------------
Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ John F. O'Brien Director and Chairman of April 15, 1998
- ------------------------- the Board
John F. O'Brien
/s/ Bruce C. Anderson Director
- -------------------------
Bruce C. Anderson
/s/ Robert E. Bruce Director and Chief
- ------------------------- Information Officer
Robert E. Bruce
/s/ John P. Kavanaugh Director, Vice President and
- ------------------------- Chief Investment Officer
John P. Kavanaugh
/s/ John F. Kelly Director, Vice President and
- ------------------------- General Counsel
John F. Kelly
/s/ J. Barry May Director
- -------------------------
J. Barry May
/s/ James R. McAuliffe Director
- -------------------------
James R. McAuliffe
/s/ Edward J. Parry III Director, Vice President,
- ------------------------- Chief Financial Officer and
Edward J. Parry III Treasurer
/s/ Richard M. Reilly Director, President and
- ------------------------- Chief Executive Officer
Richard M. Reilly
/s/ Eric A. Simonsen Director and Vice President
- -------------------------
Eric A. Simonsen
/s/ Phillip E. Soule Director
- -------------------------
Phillip E. Soule
<PAGE>
EXHIBIT TABLE
Exhibit 1 Vote of Board of Directors
Exhibit 3(a) Underwriting and Administrative Services Agreement
Exhibit 3(b) Wholesaling Agreement and Amendment
Exhibit 3(c) Sales Agreements with Commission Schedule
Exhibit 3(d) General Agent's Agreement
Exhibit 3(e) Career Agent Agreement
Exhibit 3(f) Registered Representative's Agreement
Exhibit 4 Policy Form A
Exhibit 5 Application Form A
Exhibit 8 BFDS Agreements
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
Exhibit 15 Participation Agreement with Pioneer
<PAGE>
SMA LIFE ASSURANCE COMPANY
CONSENT OF DIRECTORS IN LIEU OF MEETING
October 27, 1994
In accordance with Article IV, Section 6 of the Bylaws of SMA Life Assurance
Company, we, the undersigned, being all the Directors of the aforesaid Company,
hereby unanimously consent to the following:
VOTED: That the Company establish a separate account ("the Separate Account")
pursuant to the provisions of Article Third (b) and (c) of its
Certificate of Incorporation and as authorized by Section 2932 of the
Delaware Insurance Code; and
That the Separate Account shall be established for the purpose of
providing for the issuance by the Company of such variable annuity
contracts or other contracts ("Contracts") as may be designated from
time-to-time and shall constitute a separate account into which are
allocated amounts paid to or held by the Company under such Contracts;
and
That the fundamental investment policy of the Separate Account shall
be to invest or reinvest its assets in securities issued by investment
companies registered under the Investment Company Act of 1940, as
amended; and
That seven investment divisions be and hereby are initially
established within the Separate Account to which net payments under
the Contracts may be allocated in accordance with instructions
received from Contractholders, and that the President be and hereby is
authorized to increase or decrease the number of investment divisions
in the Separate Account as he deems necessary or appropriate from
time-to-time; and
That each such investment division shall invest only in the shares of
a single investment company or a single series or portfolio of an
investment company organized as a series fund pursuant to the
Investment Company Act of 1940; and
That each investment division may be comprised of two sub-divisions,
one to hold the amounts contributed under Contracts issued to
retirement plans qualifying for favorable tax treatment under the
provisions of the Internal Revenue Code, as amended, and the other to
hold amounts contributed under contracts not issued to such qualified
plans; and
That the income, gains and losses, whether or not realized, from
assets allocated to the Separate Account shall, in accordance with the
Contracts, be credited to or charged against the Separate Account
without regard to other income, gains or losses of the Company; and
That the income, gains and losses, whether or not realized, from
assets allocated to each investment division of the Separate Account
shall, in accordance with the Contracts, be credited to or charged
against such investment division of the Separate Account without
regard to other income, gains or losses of any other investment
division of the Separate Account; and
That the appropriate officers of the Company be and they hereby are
authorized to deposit such amounts in the Separate Account or in each
investment division thereof as may be necessary or appropriate to
facilitate the commencement of the Separate Account operations; and
That the appropriate officers of the Company be and they hereby are
authorized to transfer funds from time-to-time between the Company's
general account and the Separate Account as deemed necessary or
appropriate and consistent with the terms of the Contracts; and
<PAGE>
That the appropriate officers of the Company be and they hereby are
authorized to change the name or designation of the Separate Account
to such other name or designation as they may deem necessary or
appropriate; and
That the appropriate officers of the Company, with such assistance
from the Company's auditors, legal counsel and independent
consultants, or others as they may require, be, and they hereby are,
authorized and directed to take all action necessary to: (a) register
the Separate Account as a unit investment trust under the Investment
Company Act of 1940, as amended; (b) register the Contracts in such
amounts, which may be an indefinite amount, as the appropriate
officers of the Company shall from time-to-time deem appropriate under
the Securities Act of 1933; and (c) take all other actions which are
necessary in connection with the offering of said Contracts for sale
and the operation of the Separate Account in order to comply with the
Investment Company Act of 1940, the Securities Exchange Act of 1934,
the Securities Act of 1933, and other applicable federal laws,
including the filing of any amendments to registration statements, any
undertakings, and any applications for exemptions from the Investment
Company Act of 1940 or other applicable federal laws as the
appropriate officers of the Company shall deem necessary or
appropriate; and
That the President, any Vice President, and Secretary and Counsel, and
each of them with full power to act without the others, hereby are
severally authorized and empowered to prepare, execute and cause to be
filed with the Securities and Exchange Commission on behalf of the
Separate Account, and by the Company as sponsor and depositor, a Form
of Notification of Registration Statement under the Securities Act of
1933 registering the Contracts, and any and all amendments to the
foregoing on behalf of the Separate Account and the Company and on
behalf of and as attorneys for the principal executive officer and/or
the principal financial officer and/or the principal accounting
officer and/or any other officer of the Company; and
That the Secretary and Counsel is hereby appointed as agent for
service under any such registration statement and is duly authorized
to receive communications and notices from the Securities and Exchange
Commission with respect thereto and to exercise the powers given to
such agent in the rules and regulations of the Securities and Exchange
Commission under the Securities Act of 1933, the Securities Exchange
Act of 1934, or the Investment Company Act of 1940; and
That the appropriate officers of the Company be and they hereby are
authorized on behalf of the Separate Account and on behalf of the
Company to take any and all action that they may deem necessary or
advisable in order to sell the Contracts, including any registrations,
filings and qualifications of the Company, its officers, agents and
employees, and the Contracts under the insurance and security laws of
any other states of the United States of America or other
jurisdictions, and in connection therewith to prepare, execute,
deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of
process and other papers and instruments as may be required under such
laws, and to take any and all further action which said officers or
counsel of the Company may deem necessary or desirable (including
entering into whatever agreements and contracts may be necessary) in
order to maintain such registrations or qualifications for as long as
said officers or counsel deem it to be in the best interests of the
Separate Account and the Company; and
That the President, any Vice President, and the Secretary and Counsel
of the Company be and hereby are authorized in the names and on behalf
of the Separate Account and the Company to execute and file
irrevocable written consents on the part of the Separate Account and
of the Company to be used in such states wherein such consents to
service of process may be requisite under the insurance or security
laws therein, in connection with said registration or qualification of
Contracts, and to appoint the appropriate state official, or such
other person as may be allowed by said insurance or securities laws,
agent of the Separate Account and of the Company for the purpose of
receiving and accepting process; and
<PAGE>
That the President of the Company be and hereby is authorized to
establish procedures under which the Company will institute procedures
for providing voting rights for owners of such Contracts with respect
to securities owned by the Separate Account; and
That the President of the Company is hereby authorized to execute such
agreement or agreements as deemed necessary and appropriate (i) with
Allmerica Investments, Inc., or other qualified entity under which
Allmerica Investments, Inc., or other such entity, will be appointed
principal underwriter and distributor for the Contracts, (ii) with one
or more qualified banks or other qualified entities to provide
administrative and/or custodial services in connection with the
establishment and maintenance of the Separate Account and the design,
issuance and administration of the Contracts; and
That, since it is expected that the Separate Account will invest in
the securities issued by one or more investment companies, the
appropriate officers of the Company are hereby authorized to execute
whatever agreement or agreements as may be necessary or appropriate to
enable such investments to be made; and
That the appropriate officers of the Company, and each of them, are
hereby authorized to execute and deliver all such documents and papers
and to do or cause to be done all such acts and things as they may
deem necessary or desirable to carry out the foregoing votes and the
intent and purposes thereof.
* * *
VOTED: To accept and approve, as written and distributed to the Board, the
Investment Report reflecting the investments made pursuant to the vote
of the Board on February 1, 1990, for the General Account of the
Company for the period from September 29, 1990 to October 26, 1990.
VOTED: That said Investment Report shall be placed on file with the Secretary
of the Company.
* * *
/s/ John F. O'brien /s/ James R. Mcauliffe
-------------------------- ------------------------
John F. O'Brien James R. McAuliffe
/s/ Richard J. Baker /s/ Richard M. Reilly
-------------------------- ------------------------
Richard J. Baker Richard M. Reilly
/s/ Bradford K. Gallagher /S/ Eric A. Simonsen
-------------------------- ------------------------
Bradford K. Gallagher Eric A. Simonsen
/S/ John F. Kelly
--------------------------
John F. Kelly
<PAGE>
UNDERWRITING AND
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 26th day of November, 1997 between and among Allmerica
Financial Life Insurance and Annuity Company, a Delaware corporation (the
"Company"), each of its separate investment accounts (the "Accounts") which is a
registered investment company under the Investment Company Act of 1940 (the
"1940 Act"), as may be established by the Company from time-to-time, and
Allmerica Investments, Inc., a Massachusetts corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Company and the respective Accounts issue certain variable annuity
contracts or variable insurance policies (the "contracts") which may be deemed
to be securities under the Securities Act of 1933 (the "1933 Act"), and the laws
of some states;
WHEREAS, the Distributor, an affiliate of the Company, is registered as a
broker-dealer with the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934 (the "1934 Act") and is a member of the National
Association of Securities Dealers, Inc. ("NASD");
WHEREAS, the parties desire to have the Distributor act as principal underwriter
for the Accounts set forth in Exhibit A, as may be amended from time-to-time by
mutual consent of the parties, and to assume full responsibility for the
securities activities of all "persons associated" (as that term is defined in
Section 3(a)(18) of the 1934 Act) with the Distributor and engaged directly or
indirectly in the variable contract operation (the "associated persons");
WHEREAS, the parties desire to have the Company perform certain administrative
services in connection with the sale and servicing of the contracts.
NOW, THEREFORE, in consideration of the covenants and mutual promises of the
parties made to each other, it is hereby covenanted and agreed as follows:
1. The Distributor will act as the exclusive principal underwriter for the
Accounts and as such will assume full responsibility for the securities
activities of all the associated persons in connection with the sale of the
contracts. The Distributor will train the associated persons, use its best
efforts to prepare them to complete satisfactorily the applicable NASD and
state examinations so that they may be qualified, register the associated
persons as its registered representatives before they engage in the sale of
the contracts, and supervise and control them in the performance of such
activities. Notwithstanding anything in this Agreement to the contrary,
the Distributor may enter into sales agreements with independent
broker-dealers for the sale of the contracts. All such sales agreements
entered into by the Distributor with independent broker-dealers shall
provide that each independent broker-dealer will assume full responsibility
for continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice and Federal and state securities laws.
2. The Distributor will assume full responsibility for the continued
compliance by itself and its associated persons with the NASD Rules of Fair
Practice and Federal and state securities laws, to the extent applicable in
connection with the sale of the contracts. The Distributor, directly or
through the Company as its agent, will make timely filings with the SEC,
NASD, and any other securities regulatory authorities of all reports and
any sales literature relating to the Accounts required by law to be filed
by the Distributor.
3. The Company will prepare and submit to the Accounts (a) all registration
statements and prospectuses (including amendments) and all reports required
by law to be filed by the Accounts with Federal and state securities
regulatory authorities, and (b) all notices, proxies, proxy statements, and
periodic reports that are to be transmitted to persons having voting rights
with respect to the Accounts.
- 1 -
<PAGE>
4. The Company will, except as otherwise provided in this Agreement, bear the
cost of all services and expenses, including legal services and expenses,
filing fees, and other fees incurred in connection with (a) registering and
qualifying the Accounts and the contracts, and (b) preparing, printing, and
distributing all registration statements and prospectuses (including
amendments), contracts, notices, periodic reports, proxy solicitation
material, sales literature, and advertising filed or distributed in
connection with the sale of the contracts.
All cost associated with the variable contract compliance function
including, but not limited to, fees and expenses associated with qualifying
and licensing associated persons with Federal and state regulatory
authorities and the NASD and with performing compliance-related
administrative services, shall be allocated to the Company. To the extent
that the Distributor incurs out-of-pocket expenses in connection with the
variable contracts compliance function, the Company shall reimburse the
Distributor for such expenses. To the extent that such costs are in
connection with services provided by employees of the Company, they shall
be charged to the Company. The determination and allocation of all such
costs shall be pursuant to the Cost Distribution Policy as stated in the
Consolidated Service Agreement (effective January 1, 1993) among the
Allmerica Financial group of affiliated companies, as may be amended from
time.
5. All purchase payments made under the contracts will be forwarded by or on
behalf of Contract Owners directly to the Company and shall become the
exclusive property of the Company. The Company agrees to pay on behalf of
Distributor all sales commissions and any other remuneration due in
connection with the sale of the contracts by associated persons of the
Distributor and any independent broker-dealers having a sales agreement
with the Distributor. The Distributor or the Company as agent for the
Distributor shall pay all other remuneration due any other person for
activities relating to the sale of the contracts. The Company shall
reimburse the Distributor fully and completely for all amounts paid by the
Distributor to any person pursuant to this Section.
6. The Company will, as the Distributor's agent, (a) maintain and preserve in
accordance with Rules 17a-3 and 17a-4 under the 1934 Act all books and
records required to be maintained by the Distributor in connection with the
offer and sale of the contracts being offered for sale pursuant to this
Agreement, which books and records shall remain the property of the
Distributor, and shall at all times be subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act, and all other regulatory
bodies having jurisdiction, and (b) send a written confirmation for each
such transaction reflecting the facts of the transaction and showing that
it is being sent on behalf of the Distributor acting in the capacity of
agent for the Accounts, in conformance with the requirements of Rule 10b-10
of the 1934 Act.
7. Each party hereto shall advise the others promptly of (a) any action of the
SEC or any authorities of any state or territory of which it has knowledge,
affecting registration or qualification of the Accounts or the contracts,
or the right to offer the contracts for sale, and (b) the happening of any
event which makes untrue any statement, or which requires the making of any
change in the registration statement or prospectus in order to make the
statements therein not misleading.
8. The Company agrees to be responsible to the Accounts for all sales and
administrative expenses incurred in connection with the administration of
the contracts and the Accounts other than applicable taxes arising from
income and capital gains of the Accounts and any other taxes arising from
the existence and operation of the Accounts.
9. As compensation for services performed and expenses incurred under this
Agreement, the Company will receive the charges and deductions as provided
in each outstanding series of the Company's contracts. Distributor will
receive the compensation provided for in Section 4, and may receive such
additional compensation, if any, as may be agreed upon by the parties from
time-to-time.
- 2 -
<PAGE>
10. Each party hereto agrees to furnish any other state insurance commissioner
or regulatory authority with jurisdiction over the contracts with any
information or reports in connection with services provided under this
Agreement which may be requested in order to ascertain whether the variable
insurance product operations of the Company are being conducted in a manner
consistent with applicable statutes, rules and regulations.
11. This Agreement shall upon execution become effective as of the date first
above written, and
(a) Unless otherwise terminated, this Agreement shall continue in effect
from year-to-year;
(b) This Agreement may be terminated by any party at any time upon giving
60 days' written notice to the other parties hereto; and
(c) This Agreement shall automatically terminate in the event of its
assignment.
12. The initial Accounts covered by this Agreement are set forth in Appendix A.
This Agreement, including Appendix A, may be amended at any time by mutual
consent of the parties.
13. This Agreement shall be governed by and construed in accordance with the
laws of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
By: /s/ David J. Mueller
-------------------------------------
Title: Vice President
ALLMERICA INVESTMENTS, INC.
By: /s/ Thomas P. Cunningham
-------------------------------------
Title: Vice President
- 3 -
<PAGE>
Appendix A
SEPARATE ACCOUNTS OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
AS OF SEPTEMBER 1, 1997
VEL Account
VEL II Account
Inheiritage Account
Allmerica Select Separate Account II
Group VEL Account
Fulcrum Variable Life Separate Account
Separate Account VA-K
Separate Account VA-P
Allmerica Select Separate Account
Separate Account KG
Separate Account KGC
Fulcrum Separate Account
- 4 -
<PAGE>
WHOLESALING AGREEMENT
AGREEMENT dated as of March 1, 1995 by and between SMA LIFE ASSURANCE COMPANY, a
Delaware insurance company ("Company"), ALLMERICA INVESTMENTS, INC., a
Massachusetts corporation (the "Underwriter"), PIONEER FUNDS DISTRIBUTOR, INC.,
a Massachusetts corporation (the "Distributor"), and the insurance agency
affiliates of the Distributor listed on Schedule 1 to this Agreement
(hereinafter referred to as "Distributor Agency Affiliates).
WITNESSETH:
WHEREAS, the Company proposes to register with the Securities and Exchange
Commission interests in certain variable annuity contracts and variable life
insurance contracts under the Securities Act of 1933 and to issue and sell such
contracts through Underwriter acting as the principal underwriter for such
contracts; and
WHEREAS, the Company, Underwriter and Distributor desire to establish an
arrangement whereby the Distributor will act as a wholesaler for such variable
annuity contracts and variable life insurance contracts and, as such, will
recruit business firms to distribute such contracts;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
Underwriter and Distributor hereby agree as follows:
1. Definitions
a. Account -- Each and any separate account established by the Company and
listed on Schedule 2 to this Agreement, as amended from time to time. The
phrase "Account supporting the Contracts" or "Account supporting a class
of Contracts" shall mean the separate account identified in such Contracts
as the separate account to which the Purchase Payments made under such
Contracts are allocated and as to which income, gains and losses, whether
or not realized, from assets allocated to such separate account, are, in
accordance with such Contracts, credited to or charged against such
separate account without regard to other income, gains, or losses of a
Company or any other separate account established by such Company.
b. Contracts -- The variable annuity contracts or variable life insurance
contracts described more specifically on Schedule 3 to this Agreement, as
amended from time to time. The term "Contracts" shall include any riders
to such contracts and any other contracts offered in connection therewith
or any contracts for which such Contracts may be exchanged or converted.
The phrase "a class of Contracts" shall mean those variable annuity
contracts or variable life insurance contracts, as the case may be, issued
on the same policy form or forms and covered by the same Registration
Statement, as shown on Schedule 3 to this Agreement.
c. Registration Statement -- At any time while this Agreement is in
effect, the currently effective registration statement filed with the SEC
under the 1933 Act, or currently effective post-effective amendment
thereto, relating to a class of Contracts, including financial statements
included in, and all exhibits to, such registration statement or
post-effective amendment. (For purposes of Sections 5.a and 11 of this
Agreement, however, the term "Registration Statement" means any document
that is or at any time was a Registration Statement within the meaning of
this Section 1.c.)
d. Prospectus -- The prospectus and any statement of additional
information included within a Registration Statement, except that, if the
prospectus and statement of additional information most recently filed
with the SEC pursuant to Rule 497 under the 1933 Act after the date on
which the Registration Statement became effective differs from the
prospectus and statement of additional information included within the
Registration Statement at the time it became effective, the term
"Prospectus" shall refer to the most recently filed prospectus and
statement of additional information
<PAGE>
filed under Rule 497 under the 1933 Act from and after the date on which
they each shall have been filed. (For purposes of Sections 5.a and 11 of
this Agreement, however, the term "any Prospectus" means any document that
is or at any time was a Prospectus within the meaning of this Section
1.c.)
e. Fund -- Pioneer Variable Contracts Trust
f. Fund Registration Statement -- At any time while this Agreement is in
effect, the currently effective registration statement filed with the SEC
under the 1933 Act, or currently effective post-effective amendment
thereto, for shares of the Fund. (For purposes of Section 11 of this
Agreement, however, the term "Fund Registration Statement" means any
document that is or at any time was a Fund Registration Statement within
the meaning of this Section 1.f.)
g. Fund Prospectus -- At any time while this Agreement is in effect, the
prospectus and statement of additional information for the Fund most
recently filed with the SEC pursuant to Rule 497 under the 1933 Act. (For
purposes of Section 11 of this Agreement, however, the term "Fund
Prospectus" means any document that is or at any time was a Fund
Prospectus within the meaning of this Section 1.g.)
h. 1933 Act -- The Securities Act of 1933, as amended.
i. 1934 Act -- The Securities Exchange Act of 1934, as amended.
j. 1940 Act -- The Investment Company Act of 1940, as amended.
k. SEC -- The Securities and Exchange Commission.
l. NASD -- The National Association of Securities Dealers, Inc.
m. Regulations - The rules and regulations promulgated by the SEC under
the 1933 Act, the 1934 Act and the 1940 Act as in effect at the time this
Agreement is executed or thereafter promulgated, and as they may be
amended from time to time.
n. Territory -- The fifty states of the United States, the District of
Columbia, and all other territories of the United States.
o. State -- any state or commonwealth of the United States, the District
of Columbia or any other territory of the United States.
p. Broker-Dealer -- An entity registered as a broker-dealer and licensed
as a life insurance agent or affiliated with an entity so licensed, and
recruited by the Distributor and subsequently authorized by the Company
and Underwriter to distribute the Contracts pursuant to a sales agreement
with the Company and Underwriter entered into in accordance with Section 3
of this Agreement.
q. Associated Person -- This term as used in this Agreement shall have the
meaning assigned to it in the 1934 Act.
r. Representative -- An Associated Person of the Distributor or a
Broker-Dealer registered with the NASD as a registered representative or
principal of the Distributor or Broker-Dealer, as the case may be.
s. Purchase Payment -- A payment made under a Contract by an applicant or
purchaser to purchase benefits under the Contract.
2
<PAGE>
t. Procedures -- The administrative procedures prepared and distributed by
the Company, as such may be amended or supplemented from time to time,
relating to the solicitation, sale and delivery of the Contracts.
u. Participation Agreement -- The agreement dated as of December 22, 1994
among the Company, Distributor and the Fund relating to the investment of
assets of the separate accounts of the Company in the Fund.
2. Appointment and Wholesaling Right
a. The Company hereby authorizes the Distributor to represent the Company
in the wholesaling activities contemplated by this Agreement. Where
required by relevant state insurance law, the Company hereby appoints the
Distributor as an agent under such state insurance laws to represent the
Company in the wholesaling activities contemplated by this Agreement. In
those states in which the Distributor is not licensed as an insurance
agent and the relevant state insurance law requires that the Distributor
be licensed as an insurance agent, the Company hereby appoints the
appropriate entity or individual ("Distributor Agency Affiliate")
affiliated with the Distributor (as set forth on Schedule 1 to this
Agreement, as such Schedule may be amended from time to time by the
Distributor to reflect changes in the licensing status, if any, as
required by relevant state insurance law of the Distributor or Distributor
Agency Affiliates) as its agent under the insurance laws to engage in such
wholesaling activities. The Underwriter hereby authorizes the Distributor
under applicable securities laws to engage in the activities contemplated
in this Agreement relating to the wholesaling of the Contracts for which
the Underwriter acts or may act as principal underwriter.
b. The Distributor (both on its own behalf and on behalf of Distributor
Agency Affiliates) undertakes to use its best efforts to recruit
Broker-Dealers in accordance with Section 3 of this Agreement, consistent
with market conditions and compliance with its responsibilities under the
federal securities laws and NASD rules and regulations. The obligations of
the Distributor and Distributor Agency Affiliates hereunder are further
subject to the accuracy of the representations and warranties of the
Company and Underwriter contained in this Agreement and to the performance
by the Company of its obligations hereunder.
c. The appointment and authorization of the Distributor and Distributor
Agency Affiliates to engage in wholesaling activities pursuant to this
Agreement is exclusive as to the Contracts listed on Schedule 3, as
amended from time to time in accordance with Section 2.e of this
Agreement. Neither the Company nor Underwriter shall authorize any other
person (as principal underwriter or otherwise) to engage in wholesaling or
distribution activities with respect to the Contracts or to recruit
business firms to engage in wholesaling or distribution activities with
respect to the Contracts (other than business firms recommended by the
Distributor pursuant to Section 3 of this Agreement) without the
Distributor's prior written consent, nor shall the Company or Underwriter
separately engage in wholesaling or distribution activities relating to
the Contracts.
The Company shall design the Contracts, subject to consultation with the
Distributor and subject to the Distributors's right to refuse to engage in
wholesaling activities with respect to a class of Contracts that the
Distributor reasonably determines to be unattractive from a marketing or
business perspective. The Contracts shall be issued by the Company and the
variable portion thereof shall be supported by the Accounts. The Company
alone shall be responsible for filing the initial Registration Statements
and any amendments thereto with the SEC in accordance with the 1933 Act,
1934 Act, 1940 Act and the Regulations to register interests in each class
of Contracts. The Company will not make any amendment or rider to the
Contracts or a class of Contracts, or file a Registration Statement, or
make an amendment to a Registration Statement or supplement to a
Prospectus, without the Distributor having been given the opportunity to
review any such filing, amendment, rider or supplement. However, such
opportunity to review shall not make the
3
<PAGE>
Distributor responsible for the content of any such filing, amendment,
rider or supplement; the Company alone shall be responsible for such
content.
Each Company shall register its Accounts with the SEC. The subaccounts of
each Account available under the Contracts or a class of Contracts are
listed on Schedule 3 to this Agreement, as amended from time to time. All
amounts available under the Contracts shall be invested only in the Fund
(through the Account(s) supporting the Contracts) and/or allocated to the
Company's general account, provided that such amounts may also be invested
in an investment company or investment vehicle other than the Fund if: (1)
such other investment company is advised by the Fund's investment adviser;
(2) the Fund and/or Distributor, in their sole discretion, consents to the
use of such other investment company or investment vehicle; (3) there is a
substitution of the Fund made in accordance with Section 10.1(e) of the
Participation Agreement; or (4) the Participation Agreement is terminated
pursuant to Article X of the Participation Agreement. The Company will not
take action to operate any Account, or any subaccount(s) of an Account
listed on Schedule 3 to this Agreement, as amended from time to time, as a
management investment company under the 1940 Act without the Fund's and
Distributor's prior written consent.
d. The Company shall obtain appropriate authorizations, to the extent
necessary, whether by registration, qualification, approval or otherwise,
for the issuance and sale of the Contracts in each State in the Territory
(provided, however, that it shall be within the Company's discretion
whether to obtain such authorization in Guam). From time to time, the
Company shall notify the Distributor in writing of all States in the
Territory in which each class of Contracts can then lawfully be offered.
To the extent that the Company is not authorized to issue the Contracts or
any class of Contracts in any State in the Territory, the Company shall
employ all reasonable efforts to obtain such authorization in such State
(provided, however, that it shall be within such Company's discretion
whether to obtain such authorization in Guam).
e. The Distributor may unilaterally amend Schedule 1 from time to time
pursuant to Section 2.a of this Agreement. The parties to this Agreement
may amend Schedules 2 and 3 to this Agreement from time to time by mutual
agreement to reflect changes in or relating to the Contracts and the
Accounts and to add new classes of variable annuity contracts and variable
life insurance contracts to be issued by the Company or which the
Distributor will act as wholesaler. The provisions of this Agreement shall
be equally applicable to each such class of Contracts, unless the context
otherwise requires. Schedule 4 to this Agreement may be amended only by
mutual agreement of the parties to this Agreement pursuant to Section 9 of
this Agreement.
3. Recruitment of Broker-Dealers and Related Responsibilities
a. The Company and Underwriter hereby authorize the Distributor and any
Distributor Agency Affiliates to contact and recommend business firms to
act as Broker-Dealers for the sale of the Contracts. The Company shall
have the right to reject any such recommendation, but shall not do so
arbitrarily or unreasonably.
b. The Company and Underwriter shall have the responsibility for: (i)
executing appropriate sales agreements with the business firms recommended
by the Distributor or Distributor Agency Affiliates and (ii) except as
limited in Section 9.c of this Agreement, appointing such business firms,
and/or Associated Persons of such firms, as insurance agents of the
Company in those States where such business firms and/or Associated
Persons possess insurance agent licenses. None of the Distributor,
Distributor Agency Affiliates, the Company or Underwriter shall have
responsibility for, or bear the cost of, any registration or licensing of
Broker-Dealers or any of their Associated Persons with the
4
<PAGE>
SEC, NASD or any state insurance governmental or regulatory agency. The costs of
appointment shall be borne as provided in Section 9.c hereof. The Company shall
maintain the appointment records of all agents appointed by the Company to
distribute the Contracts or, if required by relevant state law, to engage in the
wholesaling activities contemplated by this Agreement.
c. Any sales agreement entered into by the Company and/or Underwriter with
a Broker-Dealer shall provide that:
(i) The Broker-Dealer (or an affiliated person duly registered as a
broker-dealer with the SEC) shall train, supervise, and be solely
responsible for the conduct of all of its Associated Persons in the
proper method of solicitation, sale and delivery of the Contracts
for the purpose of complying on a continuous basis with the NASD
Rules of Fair Practice and with federal and state securities and
insurance law requirements applicable in connection with the
offering and sale of the Contracts;
(ii) Purchase Payments shall be made payable to the Company and
shall be delivered together with all applications and related
information in accordance with the Procedures;
(iii) The Broker-Dealer shall be solely responsible for all
compensation paid to its Representatives and all related tax
reporting that may be required under applicable law;
(iv) The Broker-Dealer and its Representatives shall not use,
develop or distribute any promotional, sales or advertising material
that has not been approved in writing by the Company, Underwriter
and Distributor and filed with the appropriate governmental or
regulatory agencies; and
(v) The Broker-Dealer shall not have authority, on behalf of the
Company, Underwriter, Distributor or Distributor Agency Affiliates:
to make, alter or discharge any Contract or other contract entered
into pursuant to a Contract; to waive any Contract forfeiture
provision; to extend the time of paying any Purchase Payment; to
receive any monies or Purchase Payments (except for the sole purpose
of forwarding monies or Purchase Payments to the Company); or to
expend, or contract for the expenditure of, funds of the Company,
Underwriter, Distributor or Distributor Agency Affiliates.
d. The Distributor and Distributor Agency Affiliates shall provide
assistance to the Company in the appointment procedure applicable to
Broker-Dealers and their Representatives as may be reasonably acceptable
to the Company.
e. The Distributor shall train, supervise, and be solely responsible for
the conduct of all of its Associated Persons (including Distributor Agency
Affiliates, but not Broker-Dealers or their Representatives unaffiliated
with the Distributor or Distributor Agency Affiliates), for the purpose of
complying on a continuous basis with the NASD Rules of Fair Practice and
with federal and state securities and insurance laws applicable to the
wholesaling activities contemplated in this Agreement. The Distributor and
Distributor Agency Affiliates shall be responsible for the maintenance of
licenses, certifications or permits that they determine to be necessary
for themselves and/or their Associated Persons pursuant to any federal or
state securities law or state insurance law.
f. None of the Distributor, Distributor Agency Affiliates, the Company or
Underwriter will have any supervisory responsibility (as such supervision
is contemplated by the 1934 Act or the NASD's Rules of Fair Practice) with
respect to Broker-Dealers or their Representatives. Under no circumstances
will the Distributor or Distributor Agency Affiliates be responsible for
Broker-Dealers' or their Representatives' failure to comply with
applicable law or the Procedures.
5
<PAGE>
g. The Distributor shall not have authority on behalf of the Company; to
make, alter or discharge any Contract or other contract entered into
pursuant to a Contract; to waive any Contract forfeiture provision; to
extend the time of paying any Purchase Payment; or to receive any monies
or Purchase Payments. The Distributor shall not expend, nor contract for
the expenditure of, funds of the Company; nor shall the Distributor
possess or exercise any authority on behalf of the Company other than that
expressly conferred on the Distributor by this Agreement.
h. The Distributor and Distributor Agency Affiliates shall act as
independent contractors in the performance of their duties and obligations
under this Agreement and nothing contained in this Agreement shall
constitute the Distributor or any Distributor Agency Affiliate or their
respective Associated Persons as employees of the Company or Underwriter
in connection with the wholesaling activities contemplated by this
Agreement or otherwise.
4. Marketing and Sales
a. The Company shall be responsible for the design and cost of initial
promotional, sales and advertising material relating to the Contracts,
which include the marketing brochure, application, broker-dealer guide
book, and asset allocator worksheet.
Prior to use with any member of the public, the Company shall provide to
the Distributor copies of all promotional, sales and advertising material
developed by the Company for the Distributor's review and written
approval. Upon receipt of such material from the Company, the Distributor
shall be given a reasonable amount of time to complete its review. The
Distributor will respond on a prompt and timely basis in approving any
such material. Failure to respond shall not relieve the Company of the
obligation to obtain the prior written approval of the Distributor.
In the event that the Distributor shall design any promotional, sales or
advertising material relating to the Contracts, the Distributor shall
provide to the Company copies of such material for the Company's review
and written approval. Upon receipt of such material from the Distributor,
the Company shall be given a reasonable amount of time to complete its
review. The Company will respond on a prompt and timely basis in approving
any such material. Failure to respond shall not relieve the Distributor of
the obligation to obtain the prior written approval of the Company.
The Underwriter shall be responsible for filing, as required, all
promotional, sales or advertising material, whether developed by the
Company, Underwriter or Distributor, with the NASD and any federal and
state securities governmental or regulatory agencies. The Company shall be
responsible for filing, as required, such material, whether developed by
the Company, Underwriter or Distributor, with any state insurance
governmental or regulatory agencies. Neither the Distributor nor
Distributor Agency Affiliates shall have any responsibility for any of the
filings referred to in this paragraph.
If any such promotional, sales or advertising material names the Fund or
the Fund's investment adviser, the Company shall furnish such material to
the Fund or the Fund's distributor (if other than the Distributor) prior
to its use. Such material shall not be used unless written approval has
been obtained from the Fund or the Fund's distributor. Failure of the Fund
or the Fund's distributor to respond shall not relieve the Company or
Underwriter of the obligation to obtain the prior written approval of the
Fund or the Fund's distributor.
b. The Distributor acknowledges that the Company shall have the
unconditional right to reject, in whole or in part, any application for a
Contract. In the event an application is rejected, any Purchase Payment
submitted will be returned by or on behalf of the Company to the
applicant. The Company will notify the Distributor and the Broker-Dealer
who submitted the Purchase Payment of such action. In the event that a
purchaser exercises his/her free look right under his/her Contract,
6
<PAGE>
any amount to be refunded as provided in such Contract will be so refunded
to the purchaser by or on behalf of the Company. The Company will notify
the Distributor and the Broker-Dealer who solicited the sale of the
Contract of such action.
c. The Company and Distributor shall equally share the costs (other than
those borne by the Fund pursuant to the Participation Agreement) for
printing any preliminary and all definitive Prospectuses for the Contracts
and Fund Prospectuses and any supplements thereto.
d. The Distributor will pay the following expenses related to its
wholesaling activities contemplated by this Agreement:
(i) the compensation, if any, of its Associated Persons;
(ii) expenses associated with the initial licensing, if any, and
training of its Associated Persons involved in the wholesaling
activities;
(iii) the printing and mailing of any promotional, sales or
advertising material for use in connection with the distribution of
the Contracts;
(iv) the printing, mailing, and all other activities associated with
proxy solicitations;
(v) expenses associated with telecommunications with the Company at
the sites of the Distributor or its Associated Persons, including
site installations and purchases, leases or rentals of modems,
terminals and other hardware, and lease line telephone charges; and
(vi) any other expenses incurred by the Distributor or its
Associated Persons for the purpose of carrying out the obligations
of the Distributor hereunder.
Except for such expenses and the expenses described in Section 4.c
of this Agreement, the Distributor shall not be responsible for any
expenses relating to the Contracts or distribution of the Contracts
or the processing of Contracts or applications, including without
limitation any expenses incurred in connection with the return of
Purchase Payments solicited by Broker-Dealers for applications
rejected or not timely received by the Company, or relating to any
of the matters or acts contemplated by this Agreement.
e. The Company will pay all expenses in connection with:
(i) the preparation and filing with appropriate governmental or
regulatory agencies of the Registration Statements and each
preliminary Prospectus and definitive Prospectus;
(ii) the preparation and issuance of the Contracts;
(iii) any authorization, registration, qualification or approval of
the Contracts required under the securities, blue-sky laws or
insurance laws of the States in the Territory;
(iv) registration fees for the Contracts payable to the SEC, the
NASD or any other governmental or regulatory agency;
(v) the mailing of Prospectuses for the Contracts and Fund
Prospectuses, any supplements thereto, as required by federal
securities laws, and periodic reports relating to the Fund or the
Accounts to Contract owners;
7
<PAGE>
(vi) the preparation and printing of administrative forms utilized
in connection with the distribution of the Contracts;
(vii) the preparation of Contract Owner lists for the purposes of
proxy solicitations;
(viii) compensation as provided in Section 9 hereof; and
(ix) any other expenses related to the distribution of the Contracts
except those set forth in Section 4.d of this Agreement and except
as provided in Section 4.c of this Agreement.
f. The Company alone shall be responsible for and bear the cost of
administration of the Contracts following their issuance including all
Contract Owner service and communication activities, but the Distributor
shall be responsible for answering inquiries from Broker-Dealers or
Representatives regarding the investment performance of the Contracts as
permitted by applicable law.
g. The Company, as agent for the Underwriter, will confirm to each
applicant for and owner of a Contract in accordance with Rule 10b-10 under
the 1934 Act its acceptance of Purchase Payments and such other
transactions as are required by Rule 1Ob-10 or administrative
interpretations thereunder and in accordance with Release 8389 under the
1934 Act.
h. At the end of 15 months from the date (a) on which the Company notifies
the Underwriter that it has received approval of the Contracts from twenty
(20) or more states (as provided in Section 2(d), or (b) on such date as
the Contracts may be legally distributed under the federal securities
laws, or (c) from March 1, 1995, whichever is later, the Underwriter
agrees to reimburse the Company for development and administrative costs
of the Contracts based on the following schedule:
<TABLE>
<CAPTION>
Aggregate Sales Reimbursement
--------------- -------------
<S> <C>
$0 up to $60,000,000 $250,000
$60,000,001 to $70,000,000 $200,000
$70,000,001 to $80,000,000 $150,000
$80,000,001 to $90,000,000 $100,000
$90,000,001 to $100,000,000 $ 50,000
$100,000,001 and over $ 0
</TABLE>
5. Representations and Warranties
a. The Company and Underwriter each represent and warrant to the
Distributor and each Distributor Agency Affiliate, on the effective date
of each Registration Statement for the Contracts (or class of Contracts)
and at each time that a Contract is sold and, with respect to Clauses
(vii), (viii), (xi) and (xii) below, also on the date of this Agreement,
as follows:
(i) The Registration Statement has been declared effective by the
SEC or has become effective in accordance with the Regulations.
(ii) The Registration Statements and the Prospectuses each comply in
all material respects with the provisions of the 1933 Act and the
1940 Act and the Regulations, and neither the Registration
Statements nor the Prospectuses contain an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
8
<PAGE>
misleading, in light of the circumstances in which they were made;
provided, however, that none of the representations and warranties
in this Section 5.a(2) shall apply to statements in or omissions
from the Registration Statements or Prospectuses made in reliance
upon and in conformity with information furnished to the Company in
writing by the Distributor expressly for use in the Registration
Statements.
(iii) Neither the Company nor Underwriter has received any notice
from the SEC with respect to the Registration Statement or the
Account supporting the Contracts described in the Registration
Statements pursuant to Section 8(e) of the 1940 Act and no stop
order under the 1933 Act has been issued and no proceeding therefor
has been instituted or threatened by the SEC.
(iv) The accountants who certified the financial statements included
in the Registration Statements and Prospectuses are independent
public accountants as required by the 1933 Act and the Regulations.
(v) The financial statements included in the Registration Statements
present fairly the respective financial positions of the Company and
the Account supporting the Contracts described in the Registration
Statements as of the dates indicated; and such financial statements
have been prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis.
(vi) Subsequent to the respective dates as of which information is
given in the Registration Statement or the Prospectus, there has not
been any material adverse change in the condition, financial or
otherwise, of the Company, Underwriter or the Account supporting the
Contracts described in the Registration Statements that would cause
such information to be materially misleading.
(vii) The Company has been duly organized and is validly existing as
a corporation in good standing under the laws of its state of
domicile with full power and authority to own, lease and operate its
properties and conduct its business in the manner described in the
Prospectus; is duly qualified to transact the business of a life
insurance company; and is in good standing, in each State in the
Territory in which the Contracts are or will be offered.
(viii) The Underwriter has been duly organized and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Massachusetts with full power and authority to own,
lease and operate its properties and conduct its business in the
manner described in the Prospectuses; is duly registered as a
broker-dealer with the SEC and with the securities commission of
every state in the Territory with which such registration is
required; and is a member in good standing with the NASD.
(ix) Each Account supporting the Contracts described in the
Registration Statements has been duly authorized and established and
is validly existing as a separate account under the insurance code
of the respective Company's state of domicile, and is duly
registered with the SEC as a unit investment trust under the 1940
Act.
(x) The form of the Contracts has been approved to the extent
required by the Insurance Commissioner of each Company's respective
state of domicile and by the governmental agency responsible for
regulating insurance companies in each other State in the Territory
in which the contracts are offered.
9
<PAGE>
(xi) The execution and delivery of this Agreement and the
consummation of the transactions contemplated in this Agreement have
been duly authorized by all necessary corporate action by the
Company and Underwriter and when so executed and delivered this
Agreement will be the valid and binding obligation of the Company
and Underwriter enforceable in accordance with its terms.
(xii) The consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms of this Agreement, will
not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of
time) a default under, the charter or bylaws of the Company or
Underwriter, or any indenture, agreement, mortgage, deed of trust,
or other instrument to which the Company or Underwriter is a party
or by which either is bound, or violate any law, or, to the best of
the Company's or Underwriter's knowledge, any order, rule or
regulation applicable to the Company or Underwriter of any court or
of any federal or state regulatory body, administrative agency or
any other governmental instrumentality having jurisdiction over the
Company or Underwriter or any of their respective properties.
(xiii) No consent, approval, authorization or order of any court or
governmental authority or agency is required for the issuance or
sale of the Contracts or for the consummation of the transactions
contemplated by this Agreement, that has not been obtained.
(xiv) The Company has filed with the SEC all statements and other
documents required for registration under the provisions of the 1940
Act and the Regulations thereunder of the Account supporting the
Contracts described in the Registration Statement, and such
registration has been effected; there are no agreements or documents
required by the 1933 Act, the 1940 Act, or the Regulations to be
filed with the SEC as exhibits to the Registration Statement, that
have not been so filed; and the Company has obtained all exemptive
or other orders of the SEC necessary to make the public offering and
consummate the sale of the Contracts pursuant to this Agreement and
to permit the operation of the Accounts supporting the Contracts
described in the Registration Statements, as contemplated in the
Prospectuses.
(xv) The Contracts have been duly authorized by the Company and
conform to the descriptions thereof in the Registration Statements
and the Prospectuses and, when issued as contemplated by the
Registration Statements, will constitute legal, validly issued and
binding obligations of the Company in accordance with their terms.
b. The Distributor represents and warrants to the Company on the date
hereof as follows:
(i) the Distributor has taken all action including, without
limitation, those necessary under its articles of incorporation,
by-laws and applicable state corporate law, necessary to authorize
the execution, delivery and performance of this Agreement and all
transactions contemplated hereunder.
(ii) the Distributor is and during the term of this Agreement shall
remain duly registered as a broker-dealer under the 1934 Act, a
member in good standing with the NASD, and duly registered as a
broker-dealer under applicable state securities laws.
6. Additional Responsibilities of the Company
a. The Company shall use its best efforts:
(i) to maintain the registration of the Contracts with the SEC and
any state securities commissions of any State in the Territory where
the securities or blue-sky laws of such State require registration
of the Contracts, including without limitation using its best
efforts to prevent
10
<PAGE>
a stop order from being issued or if a stop order has been issued to
cause such stop order to be withdrawn;
(ii) to gain approval or other authorization of the Contract forms
where required under the insurance laws and regulations of each
State in the Territory (provided, however, that it shall be within
the Company's discretion whether to obtain such approval or
authorization in Guam); and
(iii) to keep such registration, approval and authorization in
effect thereafter so long as the Contracts are outstanding.
b. During the term of this Agreement the Company shall take all action
required to cause each class of Contracts to comply, and to continue to
comply, as annuity contracts or life insurance contracts, as the case may
be, and to cause the Registration Statements and the Prospectus for each
class of Contracts to comply, and to continue to comply, with: all
applicable federal laws and regulations and all applicable laws and
regulations of each State in the Territory.
c. The Company, during the term of this Agreement, shall notify the
Distributor immediately:
(i) when each Registration Statement has become effective or any
post-effective amendment with respect to the Registration Statement
thereafter becomes effective;
(ii) of any request by the SEC for any amendment to a Registration
Statement or supplement to a Prospectus or for additional
information;
(iii) of any event that makes any material statement made in a
Registration Statement or a Prospectus untrue in any material
respect or results in a material omission in a Registration
Statement or a Prospectus;
(iv) of the issuance by the SEC of any stop order with respect to a
Registration Statement or any amendment thereto, or the initiation
of any proceedings for that purpose, or for any other purpose
relating to the registration and/or offering of the Contracts (or
class of Contracts);
(v) in which States in the Territory registration of the Contracts
(or class of Contracts) is required under the securities or blue-sky
laws, and when such registrations have become effective.
d. The Company shall furnish to the Distributor without charge promptly
after filing five (5) copies of each Registration Statement as originally
filed and any pre-effective or post-effective amendment thereto, including
financial statements and all exhibits, including exhibits incorporated
therein by reference.
e. The Company shall timely file all reports, statements and amendments
required to be filed by or for each Account or class of Contracts under
the 1933 Act and/or the 1940 Act or the Regulations.
f. The Company shall deliver to the Distributor, as soon as practicable
after it becomes available, the Annual Statements for the Company and for
each Account in the form filed with their respective state of domicile,
and any quarterly reports upon the Distributor's request.
g. The Company and Underwriter will provide the Distributor access to such
records, officers and employees of the Company, Underwriter and each
Account at reasonable times as is necessary to enable the Distributor to
fulfill its obligations under the federal securities laws and NASD rules.
The Distributor will provide the Company and Underwriter access to such of
its records, officers and employees at reasonable times as is necessary to
enable the Company and Underwriter to fulfill their obligations under the
federal securities laws and NASD rules.
11
<PAGE>
7. Confidentiality
a. The Company and Underwriter acknowledge that the names and addresses of
all customers and prospective customers (for purposes of this Section 7.a,
the terms "customers" and "prospective customers" shall not mean
Broker-Dealers) of the Distributor, of its parent company and of any
affiliated person of the Distributor, Distributor Agency Affiliates or of
any Broker-Dealer that may come to the attention of the Company,
Underwriter or any person affiliated with the Company or Underwriter as a
result of their relationship with the Distributor, its parent company or
any affiliated person of the Distributor, Distributor Agency Affiliates or
any Broker-Dealer and not from any independent source, are confidential
and shall not be used by the Company or Underwriter or any person
affiliated with the Company or Underwriter for any purpose whatsoever
except as may be necessary in connection with the administration of the
Contracts sold by the Broker-Dealers, including responses to specific
requests made to the Company for service by Contract owners or efforts to
prevent the replacement of such Contracts or to encourage the exercise of
options under the terms of the Contracts. The restrictions set forth in
the previous sentence do not apply if and to the extent a Broker-Dealer
knowingly discloses the names and addresses of its customers or
prospective customers to the Company or Underwriter outside the operation
of this Agreement. In no event shall the names and addresses of such
customers and prospective customers be furnished by the Company,
Underwriter or any of their affiliated persons to any other person. The
intent of this paragraph is that neither the Company nor Underwriter, nor
persons affiliated with the Company or Underwriter, shall utilize, or
permit to be utilized, their knowledge of the Distributor, of its parent
company or of any affiliated person of the Distributor, Distributor Agency
Affiliates or any Broker-Dealer, derived as a result of the relationship
created through the funding and sale of the Contracts or the solicitation
of sales of any product or service. This paragraph shall remain operative
and in full force and effect regardless of the termination of this
Agreement, and shall survive any such termination.
8. Records
The Company, Underwriter, Distributor and Distributor Agency Affiliates
shall each maintain such accounts, books and other documents as are
required to be maintained by each of them by applicable laws and
regulations and shall preserve such accounts, books and other documents
for the periods prescribed by such laws and regulations. The accounts,
books and records of the Company, Underwriter, the Account, the
Distributor and Distributor Agency Affiliates as to all transactions
hereunder shall be maintained so as to clearly and accurately disclose the
nature and details of the transactions, including such accounting
information as necessary to support the reasonableness of the amounts paid
by the Company hereunder. Each party shall have the right to inspect and
audit such accounts, books and records of the other party during normal
business hours upon reasonable written notice to the other party. Each
party shall keep confidential all information obtained pursuant to such an
inspection or audit, and shall disclose such information to third parties
only upon receipt of written authorization from the other party, except as
required by law.
9. Broker-Dealer Compensation and Distributor Promotional Allowances
a. The Company shall compensate Broker-Dealers for sales of the Contracts
by the Broker-Dealers pursuant to Schedule 4 to this Agreement, as such
Schedule may be amended from time to time upon mutual agreement of the
parties to this Agreement. Such compensation shall be based on Purchase
Payments received and accepted by the Company for all Contracts issued on
applications obtained by the Broker-Dealers or any of their respective
Representatives. The Company will pay compensation due Broker-Dealers in
accordance with the procedures set forth on Schedule 4. The compensation
provided for in this Section 9 shall be payable to the Broker-Dealer in
accordance with the Sales Agreement between the Underwriter and the
Broker-Dealer for so long as the Contracts
12
<PAGE>
are outstanding regardless of whether this Agreement is still in effect.
In addition to the Compensation payable to Broker-Dealers, the Company
shall pay Distributor a Promotional Allowance as a reimbursement for its
expenses incurred relating to its wholesaling activities contemplated by
this Agreement. Promotional Allowances shall be payable to Distributor in
such amount and in accordance with the procedures as set forth on Schedule
4, as such Schedule may be amended from time to time upon mutual agreement
of the parties to this Agreement. Promotional Allowances shall be payable
to Distributor for so long as the Contracts are outstanding and this
Agreement remains in effect.
If any State in the Territory by insurance rule, regulation or statute,
prohibits payment of Promotional Allowances to the Distributor, the
Distributor shall designate in writing a business entity or natural
person, including Distributor Agency Affiliates, meeting the requirements
of such State to receive any amounts that may otherwise be payable to the
Distributor hereunder. The Distributor may change such designation from
time to time upon written notice to the Company. Any payments made by the
Company to any person or entity so designated by the Distributor shall
discharge the Company's liability to the Distributor hereunder.
If a purchaser rescinds a Contract or exercises a right to surrender a
contract for return of all Purchase Payments, the Distributor will pay on
demand the amount of any Promotional Allowances it received on the
Purchase Payments returned.
b. Indebtedness. Nothing in this Agreement shall be construed as giving
the Distributor the right to incur any indebtedness on behalf of the
Company.
c. Appointment Fees. The Company will pay the initial and renewal fees for
agent appointment by the Company of duly licensed Distributor Agency
Affiliates and Broker-Dealers and their respective Associated Persons;
provided, however, (a) that if total annual sales of the Contracts do not
exceed $20 million during any calendar year beginning after December 31,
1996, the Distributor will reimburse the Company for the total amount of
initial or renewal fees paid by the Company during such calendar year(s),
and (b) that the Company reserves the right to refuse to pay renewal fees
for individuals not meeting such minimal sales as may be agreed upon from
time to time.
d. Reporting The Distributor shall be responsible for all tax reporting
information, if any, that the Distributor is required to provide under
applicable tax law to its Associated Persons with respect to the
Contracts. Nothing contained in this Agreement or any sales agreement with
a Broker-Dealer is to be construed to require the Distributor to provide
any tax reporting information directly or indirectly to any Broker-Dealer
or its Representatives.
e. Survival. This Section 9 shall remain operative and in full force and
effect regardless of the termination of this Agreement, and shall survive
any such termination.
10. Investigation and Proceedings
a. The Company, Underwriter and Distributor will cooperate fully in any
securities or insurance governmental or regulatory investigation or
proceeding or judicial proceeding arising in connection with the offering,
sale or distribution of the Contracts for which the Distributor acts as
wholesaler pursuant to this Agreement. Without limiting the foregoing, the
Company, Underwriter and Distributor agree to notify one another promptly
of any customer complaint or notice of any governmental or regulatory
investigation or proceeding or judicial proceeding received by any of them
with respect to the Company, Underwriter, Distributor or any of their
respective Associated Persons or that may affect the issuance of any
Contract for which the Distributor acts as wholesaler pursuant to this
Agreement.
13
<PAGE>
b. In the case of a substantive customer complaint, the Company,
Underwriter, Distributor and Distributor Agency Affiliates will cooperate
in investigating such complaint and any response by the Company or
Underwriter, as one party, or the Distributor or Distributor Agency
Affiliates, as another party, to such complaint will be sent to the other
party for approval not less than five business days prior to its being
sent to the customer or any governmental or regulatory agency, except that
if a more prompt response is required, the proposed response shall be
communicated by telephone, telegraph or facsimile. Neither such party will
release any such response without the other party's prior written
approval, unless otherwise required by applicable law.
11. Indemnification
a. The Company and Underwriter, jointly and severally, shall indemnify and
hold harmless the Distributor and Distributor Agency Affiliates and each
person who controls or is associated with the Distributor or Distributor
Agency Affiliates within the meaning of such terms under the federal
securities laws, and any officer, director, employee or agent of the
foregoing, against any and all losses, claims, damages or liabilities,
joint or several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in settlement
of, any action, suit or proceeding or any claim asserted), to which the
Distributor, Distributor Agency Affiliates and/or such person may become
subject, under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration
Statement, Prospectus, blue sky application or other document
executed by the Company specifically for the purpose of qualifying
any or all of the Contracts for sale under the securities laws of
any State, promotional, sales or advertising material for the
Contracts, or the Contracts themselves (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in
which they were made; provided that this obligation to indemnify
shall not apply if such untrue statement or omission or such alleged
untrue statement or alleged omission was made in reliance upon and
in conformity with information furnished in writing to the Company
or Underwriters by the Distributor specifically for use in the
preparation of any such Registration Statement, Prospectus or
blue-sky application or other document, material or Contract (or any
such amendment or supplement thereto); or
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Fund
Registration Statement, Fund Prospectus, blue sky application or
other document executed by the Fund specifically for the purpose of
qualifying any or all of the shares of the Fund for sale under the
securities law of any State, or in any promotional, sales or
advertising material or written information relating to the shares
of the Fund authorized by the Fund (or any amendment or supplement
to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in which they
were made, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
information furnished in writing to the Distributor or the Fund by
the Company specifically for use in the preparation of any such Fund
Registration Statement, Fund Prospectus, blue-sky application or
other document (or any such amendment or supplement thereto); or
(iii) arise out of or are based upon any untrue statement or alleged
untrue statement or omission or alleged omission of a material fact
by or on behalf of the Company or Underwriter (other than statements
or representations contained in the Fund Registration Statement,
Fund Prospectus or
14
<PAGE>
promotional, sales or advertising material of the Fund that were not
supplied by the Company, Underwriter or persons under their control)
or wrongful conduct of the Company or Underwriter or persons under
their control with respect to the sale or distribution of the
Contracts; or
(iv) result because of the terms of any Contract or because of any
material breach by the Company or Underwriter of any terms of this
Agreement or of any Contract or that proximately result from any
activities of the Company' or Underwriter' officers, directors,
employees or agents or their failure to take action in connection
with the sale of a Contract, to the extent of the Company's or
Underwriter's obligations under this Agreement or otherwise, or the
processing or administration of the Contracts.
This indemnification obligation will be in addition to any liability
that the Company or Underwriter may otherwise have; provided,
however, that no person shall be entitled to indemnification
pursuant to this Section 11.a if such loss, claim, damage or
liability is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the person seeking
indemnification.
b. The Distributor shall indemnify and hold harmless the Company and
Underwriter and each person who controls or is associated with the Company
or Underwriter within the meaning of such terms under the federal
securities laws and any officer, director, employee or agent of the
foregoing, against any and all losses, claims, damages or liabilities,
joint or several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in settlement
of, any action, suit or proceeding or any claim asserted), to which the
Company and/or any such person may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus or blue-sky
application or other document executed by the Company specifically
for the purposes of qualifying any or all of the Contracts for sale
under the securities law of any State (or any amendment or
supplement to the foregoing), or omission or alleged omission to
state therein a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, in
light of the circumstances in which they were made, in each case to
the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with information furnished in
writing to the Company or Underwriter by the Distributor
specifically for use in the preparation of any such Registration
Statement, Prospectus, such blue-sky application or other document
(or any such amendment or supplement thereto); or
(ii) any use of promotional, sales or advertising material for the
Contracts not authorized by the Company or any verbal or written
misrepresentations or any unlawful sales practices concerning the
Contracts by the Distributor or Distributor Agency Affiliates under
federal securities laws or NASD regulations (but not including state
insurance laws compliance with which is a responsibility of the
Company or Underwriter under this Agreement or otherwise); or
(iii) claims by agents, representatives or employees of the
Distributor for compensation or other remuneration of any type; or
(iv) any material breach by the Distributor or Distributor Agency
Affiliates of any provision of this Agreement.
15
<PAGE>
This indemnification obligation will be in addition to any liability
that the Distributor may otherwise have; provided, however, that no
person shall be entitled to indemnification pursuant to this Section
11.b if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty by the person seeking indemnification.
c. After receipt by a party entitled to indemnification ("indemnified
party") under this Section 11 of notice of the commencement of any action,
if a claim in respect thereof is to be made by the indemnified party
against any person obligated to provide indemnification under this Section
11 ("indemnifying party"), such indemnified party will notify the
indemnifying party in writing of the commencement thereof as soon as
practicable thereafter, provided that the omission to so notify the
indemnifying party will not relieve it from any liability under this
Section 11, except to the extent that the omission results in a failure of
actual notice to the indemnifying party and such indemnifying party is
damaged solely as a result of the failure to give such notice. The
indemnifying party, upon the request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii)
the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The
indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnified
party shall indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
d. The indemnification provisions contained in this Section 11 shall
remain operative in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company or by or on behalf of
any controlling person thereof, (ii) delivery of any Contracts and
Purchase Payments therefor, or (iii) any termination of this Agreement. A
successor by law of the Distributor or the Company, as the case may be,
shall be entitled to the benefits of the indemnification provisions
contained in this Section 11.
12. Termination
a. This Agreement may be terminated at the option of any party upon six
months advance written notice to the other parties, such termination to be
effective no earlier than one year following the date on which the first
Contract is issued to the public.
b. This Agreement shall terminate automatically if it is assigned. This
Agreement may be terminated at the option of the Company and Underwriter,
as one party, or the Distributor and Distributor Agency Affiliates, as one
party, upon the other party's material breach of any provision of this
Agreement.
c. Upon termination of this Agreement all authorizations, rights and
obligations shall cease except: (i) the obligation to settle accounts
hereunder, as set forth in Schedule 4; (ii) the provisions contained in
Sections 7, 9 and 11 of this Agreement, and (iii) the indemnification
provisions set forth in Section 11 of this Agreement, or as otherwise
specifically noted in this Agreement.
16
<PAGE>
13. Rights, Remedies, etc. are Cumulative.
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties to this Agreement are
entitled to under state and federal laws. Failure of the Distributor or
Distributor Agency Affiliates, as one party, or the Company or
Underwriter, as another party, to insist upon strict compliance by the
other party with any of the conditions of this Agreement shall not be
construed as a waiver of any of the conditions, but the same shall remain
in full force and effect. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
14. Notices
All notices hereunder are to be made in writing and shall be given:
if to the Company to:
Lila M. Weihs, Director
SMA Life Assurance Company
440 Lincoln Street
Worcester, MA 01653
if to the Underwriter:
Richard M. Reilly, President
Allmerica Investments Inc.
440 Lincoln Street
Worcester, MA 01653
if to the Distributor or Distributor Agency Affiliates, to:
Steven Graziano
Senior Vice President
Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109
or such other address as such party may hereafter specify in writing. Each
such notice to a party shall be either hand delivered or transmitted by
registered or certified United States mail with return receipt requested,
and shall be effective upon delivery.
15. Interpretation, Jurisdiction Etc.
This Agreement constitutes the whole agreement between the parties to this
Agreement relating to the wholesaling activities contemplated in this
Agreement, and supersedes all prior oral or written negotiations between
the parties to this Agreement with respect to the subject matter of this
Agreement. The parties acknowledge that the Company, the Distributor and
the Fund have entered into the Participation Agreement in contemplation of
entering into this Agreement. This Agreement shall be construed and the
provisions of this Agreement interpreted under and in accordance with the
internal laws of the Commonwealth of Massachusetts without giving effect
to principles of conflict of laws.
17
<PAGE>
16. Arbitration
Any controversy or claim arising out of or relating to this Agreement, or
the breach of this Agreement, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
17. Headings
The headings in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions of this
Agreement or otherwise affect their construction or effect.
18. Counterparts
This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
19. Severability
This is a severable agreement and in the event that any part or parts of
this Agreement shall be held to be unenforceable to its or their full
extent, then it is the intention of the parties to this Agreement that
such part or parts shall be enforced to the extent permitted under the
law, and, in any event, that all other parts of this Agreement shall
remain valid and duly enforceable as if the unenforceable part or parts
had never been a part of this Agreement.
20. Regulation
This Agreement shall be subject to the provisions of the 1933 Act, 1934
Act and 1940 Act and the Regulations and the rules and regulations of the
NASD, from time to time in effect, including such exemptions from the 1940
Act as the SEC may grant, and the terms of this Agreement shall be
interpreted and construed in accordance therewith. Without limiting the
generality of the foregoing, the term "assigned" shall not include any
transaction exempted from Section 15(b)(2) of the 1940 Act.
21. Miscellaneous
For the purposes of Section 4(h), "Aggregate Sales" shall refer to the
aggregate sales through Distributor pursuant both to this Agreement and to
the Wholesaling Agreement with State Mutual Life Assurance Company of
America ("State Mutual") dated March 1, 1995 ("State Mutual Agreement").
Based on such Aggregate Sales, Distributor shall be responsible for only a
single Reimbursement amount, and such Reimbursement shall be divided
between the Company and State Mutual as they may mutually agree. For the
purposes of Section 9(c)(a), "total annual sales" shall refer to the total
annual sales through Distributor pursuant both to this Agreement and to
the State Mutual Agreement, and "total amount of initial or renewal fees"
shall refer to the aggregate amount of such fees incurred by the Company
and State Mutual.
18
<PAGE>
IN WITNESS WHEREOF, each party hereto represents that the officer signing
this Agreement on the party's behalf is duly authorized to execute this
Agreement; and each party has caused this Agreement to be duly executed by
such authorized officer on the date specified below.
SMA Life Assurance Company
Date: March 24, 1995 By: /s/ Richard M. Reilly
-----------------------------------------
Name: Richard M. Reilly
Title: Vice President
Allmerica Investments, Inc.
Date: March 24, 1995 By: /s/ Richard M. Reilly
-----------------------------------------
Name: Richard M. Reilly
Title: President
Pioneer Funds Distributor, Inc.
(on its own behalf and on behalf of
the Distributor Agency Affiliates)
Date: April 1, 1995 By: /s/ Robert L. Butler
-----------------------------------------
Name: Robert L. Butler
Title: President
19
<PAGE>
Schedule 1
Distributor Agency Affiliates
Effective March 1, 1995
Name of State(s) In
Distributor Agency Affiliate Which Licensed
- ---------------------------- --------------
None
20
<PAGE>
Schedule 2
Separate Account Subaccounts
Available under the Contracts
Effective March 1, 1995
<TABLE>
<CAPTION>
Name of Separate Account Subaccounts Fund Portfolio
- ------------------------ ----------- --------------
<S> <C> <C>
Separate Account VA-P of 251 International Growth
SMA Life Assurance Company 252 Capital Growth
253 Real Estate Growth
254 Equity-Income
255 Balanced
256 America Income
257 Money Market
</TABLE>
21
<PAGE>
Schedule 3
Contracts Subject to Promotional Agent Agreement
Effective March 1, 1995
<TABLE>
<CAPTION>
SEC
Marketing Policy Registration Name of
Name Form No. No. Separate Account
---- -------- ------------ ----------------
<S> <C> <C> <C>
Pioneer Vision
Variable Annuity A3023-95 33-84546 Separate Account VA-P of SMA
Life Assurance Company
</TABLE>
22
<PAGE>
SCHEDULE 4
BROKER-DEALER COMPENSATION AND
DISTRIBUTOR PROMOTIONAL ALLOWANCE SCHEDULE
The maximum Broker-Dealer Compensation and Distributor Promotional Allowances
payable by the Company with respect to the sale and distribution of the
Contracts shall be 6.75% of initial and subsequent Purchase Payments received
and accepted by the Company. Of this amount, 5.00% shall be payable to
Broker-Dealers as sales commissions. The remaining 1.75%* ("Promotional
Allowance") shall be payable to Distributor as reimbursement for its expenses
incurred with respect to the distribution of the Contracts ("Support Services");
provided, however, that the Company shall pay such amounts from the Promotional
Allowances to Broker-Dealers who provide Support Services, as Distributor may
from time to time direct.
Actual Promotional Allowances paid to the Distributor will be net of a charge to
the Distributor in the amount of $30 for each policy anniversary and surrender
of any Contract issued to a Trustee of a 401(k) plan where the Accumulated was
$50,000 or less. This charge will apply only to the extent that the Company
waives its policy fee for such 401(k) plans.
Commissions and Promotional Allowances will be paid according to the then
current practice of the Company but no less frequently than twice each month.
*Reduced by 0.50% for Contracts issued in Maine, Pennsylvania and South
Dakota on which an upfront premium tax is levied.
23
<PAGE>
AMENDMENT TO WHOLESALING AGREEMENT
This amendment to the Wholesaling Agreement between Allmerica Financial Life
Insurance and Annuity Company (formerly known as SMA Life Assurance Company),
First Allmerica Financial Life Insurance Company (formerly known as State Mutual
Life Assurance Company of America), Allmerica Investments, Inc., (formerly known
as SMA Equities, Inc.) and Pioneer Funds Distributor, Inc., dated March 1, 1995,
(the "Wholesaling Agreement") is made effective this 18th day of July, 1997.
In consideration of the mutual benefits and obligations set forth herein,
the parties hereby amend the Wholesaling Agreement as follows:
1. The following paragraph is added to the end of section 9a on page 13:
If a Contract owner surrenders, pursuant to the "free look" provision, an
IRA or a Contract issued in a state which provides for a full refund
during the free look period, Pioneer Funds Distributor, Inc. (The
"Distributor") will reimburse First Allmerica Financial Life Insurance
Company (The "Company") one half (1/2) of the value of any loss incurred
by the Company as a result of the surrender. This reimbursement obligation
applies only to Contracts issued on or after July 18, 1997, and to
situations where the selling broker-Dealer has not agreed pursuant to the
Sales Agreement to pay for the loss. The Distributor agrees to pay for
such losses once a month on such basis as is mutually agreeable to the
parties. In those situations where a Contract is issued with an
endorsement providing a return of gross payments to the Contract owner
when the "free look" privilege is exercised (as opposed to the return of
the greater of gross payments or accumulated value), the Company will pay
to the Distributor one half (1/2) of the value of any gain received by the
Company as a result of the surrender. Any gains and losses described in
this paragraph will be aggregated at the end of each commission cycle and
the net amount will be paid on such basis as is mutually agreeable to the
parties.
IN WITNESS WHEREOF, the parties hereby agree as of the day and year referenced
above.
Allmerica Financial Life Insurance and
Annuity Company
Date: 12/1/97 By: /s/ Richard M. Reilly
- ------------------------ -----------------------------------
Name: Richard M. Reilly
---------------------------------
Title: President
--------------------------------
<PAGE>
First Allmerica Financial Life Insurance
Company
Date: 12/1/97 By: /s/ Richard M. Reilly
- ------------------------ -----------------------------------
Name: Richard M. Reilly
---------------------------------
Title: Vice President
--------------------------------
Allmerica Investments, Inc.
Date: 12/1/97 By: /s/ Stephen Parker
- ------------------------ -----------------------------------
Name: Stephen Parker
---------------------------------
Title: President
--------------------------------
Pioneer Funds Distributor, Inc.
(on its own behalf and on behalf of
the Distributor Agency Affiliates)
Date: 11/20/97 By: /s/ Robert L. Butler
- ------------------------ -----------------------------------
Name: Robert L. Butler
---------------------------------
Title: President
--------------------------------
<PAGE>
SALES
AGREEMENT ALLMERICA INVESTMENTS, INC.
440 Lincoln Street
Worcester, Massachusetts 01653
- ------------------------------------------------------------------------------
Agreement, effective as of _________________, 19___, by and between Allmerica
Investments, Inc., a Massachusetts corporation (herein "Allmerica"), ________
__________________________________________________________________________, a
_____________________________ corporation (herein the "Broker-Dealer") and the
affiliates of Broker-Dealer listed on Exhibit "A" attached hereto, each
affiliate being referred to herein as a "General Agent".
Allmerica, subject to the terms and conditions set forth in this Agreement,
authorizes and appoints each General Agent to solicit applications for the
sale of Contracts. Each General Agent accepts this appointment and each
General Agent and the Broker-Dealer agree to the terms and conditions set
forth below.
DEFINITIONS
INSURANCE COMPANIES - All Contracts will be issued by First Allmerica
Financial Life Insurance Company (herein "First Allmerica") or by Allmerica
Financial Life Insurance and Annuity Company (herein "Allmerica Financial
Life"), a subsidiary of First Allmerica. The Principal Office of First
Allmerica and Allmerica Financial Life (herein collectively referred to as
"the Insurance Companies") is located at 440 Lincoln Street, Worcester,
Massachusetts 01653.
CONTRACTS - The variable annuity and variable life insurance contracts of the
Insurance Companies listed on the attached Commission Schedule(s), for which
Allmerica Investments, Inc., an affiliate of First Allmerica, has been
appointed the exclusive distributor and principal underwriter.
REGISTERED REPRESENTATIVES - Individuals affiliated with each General Agent
and the Broker-Dealer who are licensed as life insurance agents in those
jurisdictions in which applications for the sale of Contracts are to be
solicited and who are also duly registered with the National Association of
Securities Dealers, Inc. (herein "NASD") in compliance with the '34 Act.
'33 ACT - The Securities Act of 1933, as amended.
'34 ACT - The Securities Exchange Act of 1934, as amended.
RELATIONSHIP OF PARTIES
SECTION 1. Nothing in this Agreement will be construed to create the
relationship of employer and employee between Allmerica or either Insurance
Company and any General Agent, the Broker-Dealer or any Registered
Representative. General Agents and Registered Representatives will be free
to exercise their independent judgment as to the time, place and manner of
solicitation and servicing of business underwritten by the Insurance
Companies. However, General Agents, the Broker-Dealer and Registered
Representatives shall have no authority to act on behalf of Allmerica or the
1
<PAGE>
Insurance Companies in a manner which does not conform to applicable
statutes, ordinances, or governmental regulations or to reasonable rules
adopted from time to time by Allmerica or the Insurance Companies.
LIMITATIONS ON AUTHORITY
SECTION 2. General Agents, the Broker-Dealer and Registered Representatives
will have no authority to accept risks of any kind; to make, alter or
discharge Contracts; to waive forfeitures or exclusions; to alter or amend
any papers received from either Insurance Company; to deliver any life
insurance Contract or any document, agreement or endorsement changing the
amount of insurance coverage if the General Agent, the Broker-Dealer or the
soliciting Registered Representative know or have reason to believe that the
insured is uninsurable; or to accept any payment unless the payment meets the
minimum payment requirement for the Contract established by the Insurance
Company.
LICENSING AND REGISTRATION
SECTION 3. Each General Agent is hereby authorized to recommend Registered
Representatives for appointment by the Insurance Companies and only
individuals so recommended by a General Agent shall become Registered
Representatives hereunder. Allmerica shall arrange for the Insurance
Companies to apply for life insurance agent appointments in the appropriate
jurisdictions for such recommended Registered Representatives. Until
Contracts of First Allmerica are offered for sale, applications for
appointments shall only be made on behalf of Allmerica Financial Life.
Notwithstanding the foregoing, the Insurance Companies and Allmerica reserve
the right to refuse to appoint any proposed Registered Representative and/or
to terminate any Registered Representative who has been appointed by the
Insurance Companies.
AGREEMENTS BY GENERAL AGENT AND BROKER-DEALER
SECTION 4. The Broker-Dealer agrees that at all times when performing its
duties under this Agreement it shall be duly registered as a securities
broker-dealer under the '34 Act, be a member in good standing of the NASD,
and be duly licensed or registered as a securities broker-dealer in each
jurisdiction where such licensing or registration is required in connection
with the sale of the Contracts or the supervision of Registered
Representatives who solicit applications for the Contracts.
Each General Agent agrees that at all times when performing its duties under
this Agreement it shall be duly licensed to sell Contracts in each
jurisdiction in which General Agent intends to perform hereunder.
Each General Agent and the Broker-Dealer shall be responsible for carrying
out their sales and administrative obligations under this Agreement in
continued compliance with the NASD Rules of Fair Practice, federal and state
securities laws and regulations, and state insurance laws and regulations.
Each General Agent and the Broker-Dealer agree to offer the Contracts for
sale through their Registered Representatives and to offer such Contracts
only in accordance with the prospectus. General Agents, the Broker-Dealer
and Registered Representatives are not authorized to give any information or
make any representations concerning such Contracts other
2
<PAGE>
than those contained in the prospectus or in such sales literature or
advertising as may be authorized by Allmerica.
Each General Agent and the Broker-Dealer agree that they shall be fully
responsible for ensuring that no person shall offer or sell Contracts on
their behalf until such person is appropriately licensed, registered or
otherwise qualified to offer and sell such Contracts under the state and
federal securities laws and the insurance laws of each jurisdiction in which
such person intends to solicit.
Each General Agent and the Broker-Dealer agree to train, supervise and be
solely responsible for the conduct of their Registered Representatives in the
solicitation and sale of the Contracts and for the supervision as to their
strict compliance with Allmerica's rules and procedures, the NASD rules of
Fair Practice, and applicable rules and regulations of any other governmental
or other agency that has jurisdiction over the offering for sale of the
Contracts.
Each General Agent and the Broker-Dealer shall take reasonable steps to
ensure that their Registered Representatives shall not make recommendations
to an applicant to purchase a Contract in the absence of reasonable grounds
to believe that the purchase of such Contract is suitable for such applicant.
Such determination will be based upon, but will not be limited to,
information furnished to a Registered Representative after reasonable inquiry
of such applicant concerning the applicant's insurance and investment
objectives, financial situation and needs.
Each General Agent and the Broker-Dealer agree that Registered
Representatives shall conduct their business with respect to the Contracts at
all times in compliance with all applicable federal and state laws and
regulations and shall be subject to a standard of conduct including, but not
limited to, the following:
(a) A Registered Representative shall not solicit or participate in the sale
of the Contracts in any jurisdiction until such Registered Representative
is trained and licensed.
(b) A Registered Representative shall not solicit for the sale of Contracts
without delivering the then currently effective prospectus for such
Contracts and any then applicable amendments or supplements thereto,
including the current prospectus(es) for any fund(s) in which Contract
separate account(s) invest.
(c) A Registered Representative shall have no authority to advertise for or
on behalf of the Insurance Companies or Allmerica without express written
authorization from Allmerica.
AGREEMENTS BY ALLMERICA
SECTION 5. Allmerica agrees that at all times while this Agreement remains
in force that it shall be a registered broker-dealer under the '34 Act and be
a member in good standing of the NASD.
3
<PAGE>
During the term of this Agreement, Allmerica will provide to, or cause to be
provided to, each General Agent and the Broker-Dealer, without charge, as
many copies of the prospectus(es) for the Contracts (and any amendments, or
supplements thereto), the current prospectus(es) for any underlying fund(s)
and applications for the Contracts as each General Agent and the
Broker-Dealer may reasonably request. Upon termination of the Agreement, any
prospectuses, applications, and other materials and supplies furnished by
Allmerica to General Agents and the Broker-Dealer shall be promptly returned
to Allmerica.
Allmerica agrees to promptly notify each General Agent and the Broker-Dealer
of newly declared effective prospectus(es) for the Contracts and any
amendments or supplements thereto.
Allmerica agrees to keep each General Agent and the Broker-Dealer informed of
all jurisdictions in which the Insurance Companies are licensed to sell the
Contracts and in which the Contracts may be offered for sale.
SUBMISSION OF APPLICATIONS; DELIVERY OF CONTRACTS; REJECTED BUSINESS
SECTION 6. Each General Agent or the Broker-Dealer will submit, or cause to
be submitted, directly to the Principal Office of the Insurance Companies all
Contract applications solicited by their Registered Representatives. Each
General Agent or the Broker-Dealer will deliver, or cause to be delivered,
within 10 days of the date of issue all Contracts issued on applications
submitted by the General Agent, the Broker-Dealer or their Registered
Representatives. Each General Agent or the Broker-Dealer will promptly
return, or cause to be returned, to the Insurance Companies any Contract
which is declined by the applicant or which cannot be delivered within the
time permitted by the Insurance Company's rules.
ILLUSTRATIONS AND PROPOSALS
SECTION 7. General Agents, the Broker-Dealer and Registered Representatives
will not furnish any prospective Contract owner with an illustration of the
financial or other aspects of a Contract or a proposal for a Contract unless
the same has been either furnished by the Insurance Companies or prepared
from computer software or other material furnished or approved by the
Insurance Companies. Any illustration or proposal will conform to standards
of completeness and accuracy established by the Insurance Companies. If the
proposal or illustration was not furnished by the Insurance Companies, each
General Agent or the Broker-Dealer will retain in its records for
availability to the Insurance Companies a copy thereof or the means to
duplicate the same. Any computer software or materials furnished by either
Insurance Company will be and remain its property.
ACCOUNTING FOR FUNDS COLLECTED
SECTION 8. In accordance with the rules of the Insurance Companies, each
General Agent and the Broker-Dealer will account for and remit immediately to
the Principal Office of the Insurance Companies all funds received or
collected for or on behalf of either Insurance Company without deduction for
any commissions, or other claim the General Agent, the Broker-Dealer or any
Registered Representative may have against either Insurance Company or
Allmerica and will make such reports and file such
4
<PAGE>
substantiating documents and records as the Insurance Companies may
reasonably require.
INDEMNIFICATION
SECTION 9. Each General Agent and the Broker-Dealer, jointly and severally,
shall indemnify and hold Allmerica and the Insurance Companies and their
officers, directors and employees harmless from any liability arising from
any act or omission of the General Agent, the Broker-Dealer or of any
affiliate of the Broker-Dealer, or any officer, director, employee of the
General Agent or the Broker-Dealer or of their Registered Representatives,
including but not limited to, any fines, penalties, attorney's fees, costs of
settlement, damages or financial loss. Each General Agent and the
Broker-Dealer expressly authorize Allmerica and the Insurance Companies,
without precluding them from exercising any other remedy they may have, to
charge against all compensation due or to become due to the General Agent or
the Broker-Dealer under this Agreement, any monies paid on any liability
incurred by Allmerica or the Insurance Companies by reason of any such act or
omission of any General Agent, the Broker-Dealer, any affiliate of the
Broker-Dealer, or of any officer, director, employee of a General Agent or
the Broker-Dealer or of their Registered Representatives.
Allmerica shall indemnify and hold each General Agent and the Broker-Dealer
and their officers, directors, employees and registered representatives
harmless from any liability arising from any act or omission of Allmerica,
the Insurance Companies or any affiliate of Allmerica or any of the Insurance
Companies (collectively the "Allmerica Companies"), or any officer, director
or employee of the Allmerica Companies, including but not limited to, any
fines, penalties, reasonable attorney's fees, costs of settlement, damages or
financial loss.
The indemnifications provided by this Section shall survive termination of
this Agreement.
If a Contract is not delivered to the Contract owner within 10 days of the
date of issue of the Contract and if after delivery the owner returns the
Contract to the Insurance Company and receives a full refund of all payments
made, in any situation where the failure to deliver in a timely manner was
due to the inaction or negligence of a General Agent, the Broker-Dealer or a
Registered Representative, the difference between the payments refunded and
the cash value of the Contract on the date the Contract is received by the
Insurance Company at its Principal Office shall be reimbursed to the
Insurance Company by the offending General Agent or the Broker-Dealer in any
case where the cash value is less than the payments refunded. Any such
reimbursement shall be paid to the affected Insurance Company within 30 days
of receipt of a written request for payment.
COMMISSION REFUNDS
SECTION 10. If a Contract owner rescinds a Contract or exercises a right to
surrender a Contract for return of all payments made, the soliciting General
Agent or the Broker-Dealer will repay the appropriate Insurance Company the
amount of any
5
<PAGE>
commissions received on the payments returned within 10 days of receipt of a
written request for repayment.
BASIS OF COMPENSATION
SECTION 11. While this Agreement remains in force, the Insurance Companies
agree to pay each General Agent commissions in accordance with the Commission
Schedule(s) attached hereto and incorporated herein, from which amounts the
General Agent agrees to pay its Registered Representatives. Commission
payments will be made for each Contract issued pursuant to an application
solicited by duly appointed Registered Representatives.
TIME OF PAYMENT OF COMMISSIONS
SECTION 12. A payment will not be considered made until it has been received
by the Insurance Company at its Principal Office. On payments made,
commissions will be paid at regular intervals in accordance with the rules of
the Insurance Companies.
TERMINATION
SECTION 13. This Agreement shall automatically terminate immediately and
without notice upon any General Agent's or the Broker-Dealer's ceasing to
comply with any of the terms and conditions of this Agreement or upon the
dissolution, bankruptcy or insolvency of a General Agent or the Broker-Dealer.
Whether or not there is a breach of this Agreement, the Broker-Dealer or
Allmerica may terminate this Agreement by giving ten (10) days' written
notice to the other party at any time during the first year hereof, and by
giving thirty (30) days' written notice after the expiration of the first
year hereof.
Upon termination of this Agreement all authorizations, rights and obligations
shall cease except the obligation to pay commissions due on payments received
prior to termination for Contracts in effect on the date of termination, or
for Contracts to be issued pursuant to applications received by the Insurance
Companies prior to termination. Except as provided in the preceding
sentence, no further commissions shall be paid after termination of this
Agreement.
RIGHT OF SET-OFF
SECTION 14. Allmerica and the Insurance Companies will have a lien on any
commissions payable under this Agreement, whether or not such payments are
now due or hereafter become due, and may apply any such monies to the
satisfaction of indebtedness to Allmerica or to either Insurance Company to
the extent permitted by law.
NON-WAIVER OF BREACH
SECTION 15. Waiver of any breach of any provision of this Agreement will not
be construed as a waiver of the provision or of the right of Allmerica to
enforce said provision thereafter.
ASSIGNABILITY
SECTION 16. This Agreement is not transferable. Without the written consent
of Allmerica and the Insurance Companies, no rights or interest in or to
commissions will be subject to assignment, and any attempted assignment, sale
or transfer of any commissions without such written consents will immediately
make this Agreement
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void and be a release to Allmerica and to the Insurance Companies in full of
any and all of their obligations hereunder.
RESERVATION OF RIGHT TO CHANGE
SECTION 17. Allmerica reserves the right at any time, and from time to time,
to change prospectively the terms and conditions of this Agreement, including
but not limited to, the rates of commissions. Any change will become
effective on the date specified in a notice or, if later, 10 days after the
notice is given to each General Agent and the Broker-Dealer. However, the
requirement to give advance notice shall not apply if the change becomes
necessary or expedient by reason of legislation or the requirements of any
governmental body and, in the opinion of Allmerica, it is not reasonably
possible to meet the 10 day requirement. Changes will not be retroactive and
will apply only to life insurance coverage solicited or annuity payments made
on or after the effective date of the change.
COMPLAINTS AND INVESTIGATIONS
SECTION 18. Each General Agent, the Broker-Dealer and Allmerica agree to
cooperate fully in any customer complaint, insurance or securities regulatory
proceeding or judicial proceeding with respect to the General Agent, the
Broker-Dealer, Allmerica, the Insurance Companies, their affiliates or their
Registered Representatives to the extent that such customer complaint or
proceeding is in connection with Contracts marketed under this Agreement. To
the extent required, Allmerica will arrange for the Insurance Companies to
cooperate in any such complaint or proceeding. Without limiting the
foregoing:
(a) General Agents and the Broker-Dealer will be notified promptly by
Allmerica or the Insurance Companies of any written customer complaint or
notice of any regulatory proceeding or judicial proceeding of which they
become aware including the General Agent, the Broker-Dealer or any
Registered Representative which may be related to the issuance of any
Contract marketed under this Agreement. Each General Agent or the
Broker-Dealer will promptly notify Allmerica of any written customer
complaint or notice of any regulatory proceeding or judicial proceeding
received by the General Agent or the Broker-Dealer including the General
Agent, the Broker-Dealer or any of their Registered Representatives which
may be related to the issuance of any Contract marketed under this
Agreement or any activity in connection with any such Contract(s).
(b) In the case of a customer complaint, each General Agent, the
Broker-Dealer, Allmerica and the Insurance Companies will cooperate in
investigating such complaint and any proposed response to such complaint
will be sent to the other parties to this Agreement for approval not less
than five business days prior to its being sent to the customer or
regulatory authority, except that if a more prompt response is required,
the proposed response shall be communicated by telephone or facsimile
transmission.
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CONFIDENTIALITY
SECTION 19. Allmerica agrees that the names and addresses of all customers
and prospective customers of each General Agent and the Broker-Dealer and of
any company or person affiliated with a General Agent or the Broker-Dealer,
and the names and addresses of any Registered Representatives of the
Broker-Dealer which may come to the attention of Allmerica exclusively as a
result of its relationship with a General Agent and the Broker-Dealer or any
affiliated company and not from any independent source, are confidential and
shall not be used by Allmerica, the Insurance Companies, or any company or
person affiliated with Allmerica or the Insurance Companies, nor divulged to
any party for any purpose whatsoever, except as may be necessary in
connection with the administration and marketing of the Contracts sold by or
through General Agents, including responses to specified requests to the
Insurance Companies for service by Contract owners or efforts to prevent the
replacement of such Contracts or to encourage the exercise of options under
the terms of the Contracts. In no event shall the names and addresses of
such customers, prospective customers and Registered Representatives be
furnished by Allmerica to any other company or person, including but not
limited to, any of their managers, registered representatives, or brokers who
are not Registered Representatives of the Broker-Dealer, any company
affiliated with Allmerica or any manager, agency, or broker of such company,
or any securities broker-dealer or any insurance agent affiliated with such
broker-dealer. The intent of this section is that Allmerica, the Insurance
Companies or companies or persons affiliated with them shall not utilize, or
permit to be utilized, their knowledge of each General Agent, the
Broker-Dealer or of any affiliated companies which is derived exclusively as
a result of the relationships created through the sale of the Contracts.
Notwithstanding the foregoing provisions of this Section 19, nothing herein
shall prohibit Allmerica, the Insurance Companies or any company or person
affiliated with Allmerica or the Insurance Companies from (i) seeking
business relationships and entering into separate sales agreements with
Registered Representatives of the Broker-Dealer if the names of said
Registered Representatives were obtained from independent sources and not
exclusively as a result of Allmerica's relationship with a General Agent and
the Broker-Dealer; (ii) from entering into separate sales agreements with
Registered Representatives of the Broker-Dealer upon the request and at the
initiation of said Registered Representatives; or (iii) divulging the names
and addresses of any such customers, prospective customers, Registered
Representatives, or other companies or persons described in the preceding
paragraph in connection with any customer complaint or insurance or
securities regulatory proceeding described in Section 18.
BONDING
SECTION 20. Each General Agent and the Broker-Dealer agree to furnish such
bond or bonds as Allmerica may require. Upon failure or inability of a
General Agent or the Broker-Dealer to obtain or renew any such bonds, this
Agreement shall terminate at Allmerica's discretion upon notice by Allmerica.
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NOTICE
SECTION 21. Whenever this Agreement requires a notice to be given, the
requirement will be considered to have been met, in the case of notice to the
Insurance Companies or to Allmerica, if delivered or mailed postage prepaid
to the address specified on page 1 of this Agreement and, in the case of
notice to a General Agent or the Broker-Dealer, if delivered or mailed
postage prepaid to the intended recipient's principal place of business.
CAPTIONS
SECTION 22. Captions are used for informational purposes only and no caption
shall be construed to affect the substance of any provision of this Agreement.
EFFECTIVENESS; ENTIRE CONTRACT; PRIOR AGREEMENTS
SECTION 23. This Agreement contains the entire contract between the parties.
Upon execution it will replace all previous agreements between each General
Agent or the Broker-Dealer and Allmerica and the Insurance Companies, or any
of them, relating to the solicitation of Contracts. It is hereby understood
and agreed that any other agreement or representation, commitment, promise or
statement of any nature, whether oral or written, relating to or purporting
to relate to the relationship of the parties is hereby rendered null and
void.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to
take effect on its effective date.
*For: _________________________________ For: Allmerica Investments, Inc.
Name of General Agent
By:__________________________________ By:________________________________
Name:________________________________ Name:______________________________
Title:_______________________________ Title:_____________________________
Date:________________________________ Date:______________________________
For: __________________________________
Name of Broker-Dealer
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
* A separate signature line is required for each General Agent affiliate of the
Broker-Dealer.
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SALES
AGREEMENT ALLMERICA INVESTMENTS, INC.
440 Lincoln Street
Worcester, Massachusetts 01653
- ------------------------------------------------------------------------------
Agreement, effective as of _________________, 19___, by and between Allmerica
Investments, Inc., a Massachusetts corporation (herein "Allmerica") and
_________________________________________________________________, a
________________________ corporation (herein "Broker-Dealer").
Allmerica, subject to the terms and conditions set forth in this Agreement,
authorizes and appoints Broker-Dealer to solicit applications for the sale of
Contracts. Broker-Dealer accepts this appointment and agrees to the terms
and conditions set forth below.
DEFINITIONS
INSURANCE COMPANIES - All Contracts will be issued by First Allmerica
Financial Life Insurance Company (herein "First Allmerica") or by Allmerica
Financial Life Insurance and Annuity Company (herein "Allmerica Financial
Life"), a subsidiary of First Allmerica. The Principal Office of First
Allmerica and Allmerica Financial Life (herein collectively referred to as
"the Insurance Companies") is located at 440 Lincoln Street, Worcester,
Massachusetts 01653.
CONTRACTS - The variable annuity and variable life insurance contracts of the
Insurance Companies listed on the attached Commission Schedule(s), for which
Allmerica Investments, Inc., an affiliate of First Allmerica, has been
appointed the exclusive distributor and principal underwriter.
REGISTERED REPRESENTATIVES - Individuals affiliated with Broker-Dealer who
are licensed as life insurance agents in those jurisdictions in which
applications for the sale of Contracts are to be solicited and who are also
duly registered with the National Association of Securities Dealers, Inc.
(herein "NASD") in compliance with the '34 Act.
'33 ACT - The Securities Act of 1933, as amended.
'34 ACT - The Securities Exchange Act of 1934, as amended.
RELATIONSHIP OF PARTIES
SECTION 1. Nothing in this Agreement will be construed to create the
relationship of employer and employee between Allmerica or either Insurance
Company and any Broker-Dealer or Registered Representative. Broker-Dealer
and each Registered Representative will be free to exercise their independent
judgment as to the time, place and manner of solicitation and servicing of
business underwritten by the Insurance Companies. However, neither
Broker-Dealer nor any Registered Representative shall have authority to act
on behalf of Allmerica or the Insurance
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Companies in a manner which does not conform to applicable statutes,
ordinances, or governmental regulations or to reasonable rules adopted from
time to time by Allmerica or the Insurance Companies.
LIMITATIONS OF AUTHORITY
SECTION 2. Neither Broker-Dealer nor any Registered Representative will have
authority to accept risks of any kind; to make, alter or discharge Contracts;
to waive forfeitures or exclusions; to alter or amend any papers received
from either Insurance Company; to deliver any life insurance Contract or any
document, agreement or endorsement changing the amount of insurance coverage
if Broker-Dealer or the soliciting Registered Representative knows or has
reason to believe that the insured is uninsurable; or to accept any payment
unless the payment meets the minimum payment requirement for the Contract
established by the Insurance Company.
LICENSING AND REGISTRATION
SECTION 3. Broker-Dealer is hereby authorized to recommend Registered
Representatives for appointment by the Insurance Companies and only
individuals so recommended by Broker-Dealer shall become Registered
Representatives hereunder. Allmerica shall arrange for the Insurance
Companies to apply for life insurance agent appointments in the appropriate
jurisdictions for such recommended Registered Representatives of
Broker-Dealer.
Notwithstanding the foregoing, the Insurance Companies and Allmerica reserve
the right to refuse to appoint any proposed Registered Representative and/or
to terminate any Registered Representative or firm who has been appointed by
the Insurance Companies.
AGREEMENTS BY BROKER-DEALER
SECTION 4. Broker-Dealer agrees that at all times when performing its duties
under this Agreement it shall be duly registered as a securities
broker-dealer under the '34 Act, be a member in good standing of the NASD,
and be duly licensed or registered as a securities broker-dealer in each
jurisdiction where such licensing or registration is required in connection
with the sale of the Contracts or the supervision of Registered
Representatives who solicit applications for the Contracts.
Broker-Dealer agrees that at all times when performing its duties under this
Agreement it shall be duly licensed to sell Contracts in each jurisdiction in
which Broker-Dealer intends to perform hereunder.
Broker-Dealer shall be responsible for carrying out its sales and
administrative obligations under this Agreement in continued compliance with
the NASD Rules of Fair Practice, federal and state securities laws and
regulations, and state insurance laws and regulations. Broker-Dealer agrees
to offer the Contracts for sale through its Registered Representatives and to
offer such Contracts only in accordance with the prospectus. Broker-Dealer
and Registered Representative(s) are not authorized to give any information
or make any representations concerning such Contracts other than
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those contained in the prospectus or in such sales literature or advertising
as may be authorized by Allmerica.
Broker-Dealer agrees that it shall take reasonable steps to ensure that no
person shall offer or sell Contracts on its behalf until such person is
appropriately licensed, registered or otherwise qualified to offer and sell
such Contracts under the state and federal securities laws and the insurance
laws of each jurisdiction in which such person intends to solicit.
Broker-Dealer agrees to train, supervise and be solely responsible for the
conduct of its Registered Representatives in the solicitation and sale of the
Contracts and for the supervision as to their strict compliance with
Allmerica's rules and procedures, the NASD rules of Fair Practice, and
applicable rules and regulations of any other governmental or other agency
that has jurisdiction over the offering for sale of the Contracts.
Broker-Dealer shall take reasonable steps to ensure that its Registered
Representatives shall not make recommendations to an applicant to purchase a
Contract in the absence of reasonable grounds to believe that the purchase of
such Contract is suitable for such applicant. Such determination will be
based upon, but will not be limited to, information furnished to a Registered
Representative after reasonable inquiry of such applicant concerning the
applicant's insurance and investment objectives, financial situation and
needs.
Broker-Dealer shall take reasonable steps to ensure that Registered
Representatives of Broker-Dealer shall conduct their business with respect to
the Contracts at all times in compliance with all applicable federal and
state laws and regulations and shall be subject to a standard of conduct
including, but not limited to, the following:
(a) A Registered Representative shall not solicit or participate in the sale
of the Contracts in any jurisdiction until such Registered Representative
is trained and licensed.
(b) A Registered Representative shall not solicit applications for the sale of
the Contracts without delivering the then currently effective prospectus
for such Contracts and any then applicable amendments or supplements
thereto, including the current prospectus(es) for any fund(s) in which
Contract separate account(s) invest.
(c) A Registered Representative shall have no authority to advertise for or
on behalf of the Insurance Companies or Allmerica without express written
authorization from Allmerica.
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AGREEMENTS BY ALLMERICA
SECTION 5. Allmerica agrees that at all times while this Agreement remains
in force that it shall be a registered Broker-Dealer under the '34 Act and be
a member in good standing of the NASD.
During the term of this Agreement, Allmerica will provide Broker-Dealer,
without charge, with as many copies of the prospectus(es) for the Contracts
(and any amendments, or supplements thereto), the current prospectus(es) for
any underlying fund(s) and applications for the Contracts as Broker-Dealer
may reasonably request. Upon termination of the Agreement, any prospectuses,
applications, and other materials and supplies furnished by Allmerica to
Broker-Dealer shall be promptly returned to Allmerica by Broker-Dealer.
Allmerica agrees to promptly notify Broker-Dealer of newly declared effective
prospectus(es) for the Contracts and any amendments or supplements thereto.
Allmerica agrees to keep Broker-Dealer informed of all jurisdictions in which
the Insurance Companies are licensed to sell the Contracts and in which the
Contracts may be offered for sale.
SUBMISSION OF APPLICATIONS; DELIVERY OF CONTRACTS; REJECTED BUSINESS
SECTION 6. Broker-Dealer will submit, or cause to be submitted, directly to
the Principal Office of the Insurance Companies all Contract applications
solicited by Registered Representatives of the Broker-Dealer. Broker-Dealer
will deliver, or cause to be delivered, within 10 days of its receipt by
Broker-Dealer all Contracts issued on applications submitted by Broker-Dealer
or its Registered Representatives and will ensure that any Contract
endorsement, amendment or other agreement is properly executed by the
Contract owner at the time of Contract delivery. Broker-Dealer will promptly
return, or cause to be returned, to the Insurance Companies any Contract
which is declined by the applicant or which cannot be delivered within the
time permitted by the Insurance Company's rules.
ILLUSTRATIONS AND PROPOSALS
SECTION 7. Neither Broker-Dealer nor any Registered Representative of
Broker-Dealer will furnish any prospective Contract owner with an
illustration of the financial or other aspects of a Contract or a proposal
for a Contract unless the same has been either furnished by the Insurance
Companies or prepared from computer software or other material furnished or
approved by the Insurance Companies. Any illustration or proposal will
conform to standards of completeness and accuracy established by the
Insurance Companies. If the proposal or illustration was not furnished by
the Insurance Companies, Broker-Dealer will retain in its records for
availability to the Insurance Companies a copy thereof or the means to
duplicate the same. Any computer software or materials furnished by either
Insurance Company will be and remain its property.
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ACCOUNTING FOR FUNDS COLLECTED
SECTION 8. In accordance with the rules of the Insurance Companies,
Broker-Dealer will account for and remit immediately to the Principal Office
of the Insurance Companies all funds received or collected by Broker-Dealer
or by Registered Representatives of Broker-Dealer for or on behalf of either
Insurance Company without deduction for any commissions, or other claim
Broker-Dealer or the Registered Representative may have against either
Insurance Company or Allmerica and will make such reports and file such
substantiating documents and records as the Insurance Companies may
reasonably require.
INDEMNIFICATION
SECTION 9. Broker-Dealer shall indemnify and hold Allmerica and the
Insurance Companies and their officers, directors and employees harmless from
any liability arising from any act or omission of Broker-Dealer or of any
affiliate of Broker-Dealer, or any officer, director, employee of
Broker-Dealer or of its Registered Representatives, including but not limited
to, any fines, penalties, attorney's fees, costs of settlement, damages or
financial loss. Broker-Dealer expressly authorizes Allmerica and the
Insurance Companies, without precluding them from exercising any other remedy
they may have, to charge against all compensation due or to become due to
Broker-Dealer under this Agreement, any monies paid on any liability incurred
by Allmerica or the Insurance Companies by reason of any such act or omission
of Broker-Dealer, or any affiliate of Broker-Dealer, or of any officer,
director, employee of Broker-Dealer or of its Registered Representatives.
Allmerica shall indemnify and hold Broker-Dealer, its affiliates and their
officers, directors and employees harmless from any liability arising from
any act or omission of Allmerica, the Insurance Companies or any affiliate of
Allmerica or any of the Insurance Companies (collectively the "Allmerica
Companies"), or any officer, director or employee of the Allmerica Companies,
including but not limited to, any fines, penalties, reasonable attorney's
fees, costs of settlement damages or financial loss.
The indemnifications provided by this Section shall survive termination of this
Agreement.
If a Contract is not delivered to the Contract owner within 10 days of its
receipt by the Broker-Dealer and if after delivery the owner returns the
Contract to the Insurance Company and receives a full refund of all payments
made, in any situation where the failure to deliver in a timely manner was due
to the inaction or negligence of the Broker-Dealer or a Registered
Representative of Broker-Dealer, the difference between the payments refunded
and the cash value of the Contract on the date the Contract is received by the
Insurance Company at its Principal Office shall be reimbursed to the Insurance
Company by the Broker-Dealer in any case where the cash value is less than the
payments refunded. Any such reimbursement shall be paid by the Broker-Dealer to
the affected Insurance Company within 30 days of Broker-Dealer's receipt of a
written request for payment.
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If Broker-Dealer utilizes delivery receipts as part of its Contract delivery
rules and procedures, the date of execution of the delivery receipt by the
Contract owner shall be deemed to be the date of Contract delivery for
purposes of this Agreement.
COMMISSION REFUNDS
SECTION 10. If a Contract owner rescinds a Contract or exercises the
Contract's Right to Examine privilege (i.e., free-look), then Broker-Dealer
will repay the appropriate Insurance Company the amount of any commissions
received on the payments returned within 10 days of Broker-Dealer's receipt
of a written request for repayment.
BASIS OF COMPENSATION
SECTION 11. While this Agreement remains in force, the Insurance Companies
agree to pay Broker-Dealer commissions in accordance with the Commission
Schedule(s) attached hereto and incorporated herein, from which amounts
Broker-Dealer agrees to pay its Registered Representatives. Commission
payments will be made to Broker-Dealer for each Contract issued pursuant to
an application solicited by duly appointed Registered Representatives of
Broker-Dealer.
TIME OF PAYMENT OF COMMISSIONS
SECTION 12. A payment will not be considered made until it has been received
by the Insurance Company at its Principal Office. On payments made,
commissions will be paid at regular intervals in accordance with the rules of
the Insurance Companies.
TERMINATION
SECTION 13. This Agreement shall automatically terminate immediately and
without notice upon Broker-Dealer's or Allmerica's ceasing to comply with any
of the terms and conditions of this Agreement or upon the dissolution,
bankruptcy or insolvency of Broker-Dealer or Allmerica.
Whether or not there is a breach of this Agreement, Broker-Dealer or
Allmerica may terminate this Agreement by giving ten (10) days' written
notice to the other party at any time during the first year hereof, and by
giving thirty (30) days' written notice after the expiration of the first
year hereof.
Upon termination of this Agreement all authorizations, rights and obligations
shall cease except the obligation to pay commissions due on payments received
prior to termination for Contracts in effect on the date of termination, or
for Contracts to be issued pursuant to applications received by the Insurance
Companies prior to termination. Except as provided in the preceding
sentence, no further commissions shall be paid after termination of this
Agreement.
RIGHT TO SET-OFF
SECTION 14. Allmerica and the Insurance Companies will have a lien on any
commissions payable under this Agreement, whether or not such payments are
now due or hereafter become due, and may apply any such monies to the
satisfaction of indebtedness to Allmerica or to either Insurance Company to
the extent permitted by law.
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NON-WAIVER OF BREACH
SECTION 15. Waiver of any breach of any provision of this Agreement will not
be construed as a waiver of the provision or of the right of Allmerica or
Broker-Dealer to enforce said provision thereafter.
ASSIGNABILITY
SECTION 16. This Agreement is not transferable. Without the written consent
of Allmerica and the Insurance Companies, no rights or interest in or to
commissions will be subject to assignment, and any attempted assignment, sale
or transfer of any commissions without such written consents will be void and
of no effect hereunder.
RESERVATION OF RIGHT TO CHANGE
SECTION 17. Allmerica reserves the right at any time, and from time to time,
to change prospectively the terms and conditions of this Agreement, including
but not limited to, the rates of commissions. Any change will become
effective on the date specified in a notice or, if later, 30 days after the
notice is given to Broker-Dealer. However, the requirement to give advance
notice shall not apply if the change becomes necessary or expedient by reason
of legislation or the requirements of any governmental body and, in the
opinion of Allmerica, it is not reasonably possible to meet the 30 day
requirement. Changes will not be retroactive and will apply only to life
insurance coverage solicited or annuity payments made on or after the
effective date of the change.
COMPLAINTS AND INVESTIGATIONS
SECTION 18. Broker-Dealer and Allmerica agree to cooperate fully in any
customer complaint, insurance or securities regulatory proceeding or judicial
proceeding with respect to Broker-Dealer, Allmerica, the Insurance Companies,
their affiliates or their Registered Representatives to the extent that such
customer complaint or proceeding is in connection with Contracts marketed
under this Agreement. To the extent required, Allmerica will arrange for the
Insurance Companies to cooperate in any such complaint or proceeding.
Without limiting the foregoing:
(a) Broker-Dealer will be notified promptly by Allmerica or the Insurance
Companies of any written customer complaint or notice of any regulatory
proceeding or judicial proceeding of which they become aware including
Broker-Dealer or any Registered Representative of Broker-Dealer which may
be related to the issuance of any Contract marketed under this Agreement.
Broker-Dealer will promptly notify Allmerica of any written customer
complaint, or notice of any regulatory proceeding or judicial proceeding
received by Broker-Dealer, with respect to Broker-Dealer or any of its
Registered Representatives in connection with any Contract marketed under
this Agreement or any activity in connection with any such Contract(s).
(b) In the case of a customer complaint specified above, Broker-Dealer,
Allmerica and the Insurance Companies will cooperate in investigating
such complaint and any proposed response to such complaint will be sent
to the other party of this Agreement for approval not less than five
business days prior to its being sent to the customer or regulatory
authority, except that if a more prompt
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response is required, the proposed response shall be communicated by
telephone or facsimile transmission.
CONFIDENTIALITY
SECTION 19. Allmerica agrees that the names and addresses of all customers
and prospective customers of Broker-Dealer and of any company or person
affiliated with Broker-Dealer, and the names and addresses of any Registered
Representatives of Broker-Dealer which may come to the attention of Allmerica
exclusively as a result of its relationship with Broker-Dealer or any
affiliated company and not from any independent source, are confidential and
shall not be used by Allmerica, the Insurance Companies, or any company or
person affiliated with Allmerica or the Insurance Companies, nor divulged to
any party for any purpose whatsoever, except as may be necessary in
connection with the administration and marketing of the Contracts sold by or
through Broker-Dealer, including responses to specified requests to the
Insurance Companies for service by Contract owners or efforts to prevent the
replacement of such Contracts or to encourage the exercise of options under
the terms of the Contracts. In no event shall the names and addresses of
such customers, prospective customers and Registered Representatives be
furnished by Allmerica to any other company or person, including but not
limited to, any of their managers, registered representatives, or brokers who
are not Registered Representatives of Broker-Dealer, any company affiliated
with Allmerica or any manager, agency, or broker of such company, or any
securities broker-dealer or any insurance agent affiliated with such
broker-dealer. The intent of this section is that Allmerica, the Insurance
Companies or companies or persons affiliated with them shall not utilize, or
permit to be utilized, their knowledge of Broker-Dealer or of any affiliated
companies which is derived exclusively as a result of the relationships
created through the sale of the Contracts.
Notwithstanding the foregoing provisions of this Section 19, nothing herein
shall prohibit Allmerica, the Insurance Companies or any company or person
affiliated with Allmerica or the Insurance Companies from (i) seeking
business relationships and entering into separate sales agreements with
Registered Representatives of Broker-Dealer if the names of said Registered
Representatives were obtained from independent sources and not exclusively as
a result of Allmerica's relationship with Broker-Dealer; (ii) from entering
into separate sales agreements with Registered Representatives of
Broker-Dealer upon the request and at the initiation of said Registered
Representatives; or (iii) divulging the names and addresses of any such
customers, prospective customers, Registered Representatives, or other
companies or persons described in the preceding paragraph in connection with
any customer complaint or insurance or securities regulatory proceeding
described in Section 18. PROVIDED, HOWEVER, that Allmerica shall not enter
into separate sales agreements with Registered Representatives of
Broker-Dealer while such Registered Representatives are affiliated with
Broker-Dealer.
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BONDING
SECTION 20. Broker-Dealer represents that it shall maintain bonding in the
form, type, and amount required under the NASD Rules of Fair Practice.
NOTICE
SECTION 21. Whenever this Agreement requires a notice to be given, the
requirement will be considered to have been met, in the case of notice to the
Insurance Companies or to Allmerica, if delivered or mailed postage prepaid
to the address specified on page 1 of this Agreement and, in the case of
notice to Broker-Dealer, if delivered or mailed postage prepaid to the
intended recipient's principal place of business.
CAPTIONS
SECTION 22. Captions are used for informational purposes only and no caption
shall be construed to affect the substance of any provision of this Agreement.
EFFECTIVENESS; ENTIRE CONTRACT; PRIOR AGREEMENTS
SECTION 23. This Agreement contains the entire contract between the parties.
Upon execution it will replace all previous agreements between Broker-Dealer
and Allmerica and the Insurance Companies, or any of them, relating to the
solicitation of Contracts. It is hereby understood and agreed that any other
agreement or representation, commitment, promise or statement of any nature,
whether oral or written, relating to or purporting to relate to the
relationship of the parties is hereby rendered null and void.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to
take effect on its effective date.
*For: _________________________________ For: Allmerica Investments, Inc.
Name of Broker-Dealer
By:__________________________________ By:________________________________
Name:________________________________ Name:______________________________
Title:_______________________________ Title:_____________________________
Date:________________________________ Date:______________________________
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PIONEER VISION FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
VARIABLE ANNUITY ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY CO.
PRINCIPAL OFFICE: 440 LINCOLN ST. ; WORCESTER, MA 01653
BROKER COMMISSION SCHEDULE
(PERCENT OF PREMIUM)
INDIVIDUAL ANNUITIES
COMMISSION SCHEDULE PV - 1 (Rev. 1/98) (Applicable to Individual Annuities
Issued on or after January 1, 1998)
FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACTS
Issued by Allmerica Financial Life Insurance and Annuity Company (First
Allmerica Financial Life Insurance Company in New York and Hawaii).
COMMISSION PERCENTAGE
1. All contracts EXCEPT contracts issued to 401(k) plans or contracts
where the owner or annuitant is beyond age 85-1/2 at date of contract
issue.
THE FOLLOWING CHOICES ARE AVAILABLE:
(a) 6.00% of each premium paid, no trail commission
(b) 5.25% of each premium paid, .25% annual trail commission
(c) 4.00% of each premium paid, .50% annual trail commission
(d) 2.00% of each premium paid, 1.00% annual trail commission.
2. CONTRACTS ISSUED TO 401(k) PLANS
All upfront commissions on 401(k) contracts are reduced by 1.00%.
3. Contracts issued where the owner or annuitant is beyond age 85-1/2 at
date of issue.
NO CHOICE AVAILABLE
2.00% of each premium paid, 1.00% annual trail commission
RULES FOR TRAIL COMMISSION PAYMENTS
A Commission Option must be selected for each eligible contract on the back
of the contract application unless the Broker has pre-selected a particular
option for all contracts. If no commission selection is made, the
commission will be payable under the default commission option pre-selected
by the Broker. If the Broker has not pre-selected a default option and no
commission selection is made, the commission will be payable under option
(a) above.
Trail commissions will be paid quarterly in January, April, July and
October. The first trail commission for a contract will be paid on the
first quarterly payment date following the first anniversary of the date of
issue (e.g., if a contract is issued on July 5, 1997, the first trail
commission will be payable in October, 1998). Trail commissions will
continue to be paid while the Sales Agreement remains in force and will be
paid on a particular contract until the contract is surrendered or annuity
benefits begin to be paid under an annuity option. Quarterly trail
commissions will be a percentage of the unloanded account value of each
eligible contract. For purposes of trail commission calculations,
"unloaned account value" means the cash value of the contract on the last
day of the calendar quarter immediately preceding the payment date less the
principal of any contract loan and accrued interest thereon. The quarterly
trail commission percentage will be 25% of the applicable annual rate
(e.g., .0625% if the annual rate is .25%, .125% if the annual rate is
.50%).
If a First Allmerica or Allmerica Financial Life annuity contract is
exchanged for another First Allmerica or Allmerica Financial Life annuity
contract, the commission rate, including any applicable trail commission
rate, will be applicable to the exchanged contract. No commissions other
than continuing trail commissions are payable on the rollover amount
allocated to the new contract. Trails will be paid as described above
based on the issue date of the new contract.
NOTE: NO TRAIL COMMISSIONS WILL BE PAYABLE AFTER THE DATE THE SALES
AGREEMENT IS TERMINATED FOR ANY REASON.
<PAGE>
ALLMERICA ALLMERICA 440 Lincoln Street GENERAL AGENT'S
FINANCIAL INVESTMENTS, INC. Worcester, MA 01653 AGREEMENT
- --------------------------------------------------------------------------------
Allmerica Investments, Inc. ("Company") hereby appoints
__________________________________________________
("General Agent") as local supervisor for the purpose of training and
supervising all associated persons and registered representatives of Company
assigned to _________________________________________________________
("Agency") engaged in the solicitation, sale or service of variable life
insurance and variable annuity contracts offered by Allmerica Financial Life
Insurance and Annuity Company and/or First Allmerica Financial Life Insurance
Company, mutual funds, limited partnerships and general securities (collectively
"Investment Products and Services") offered and/or distributed by Company. This
appointment is effective as of the date accepted by General Agent and
acknowledged by Company.
1. SUPERVISION: General Agent agrees to supervise all registered
representatives assigned to Agency, both those operating from Agency and
those operating from detached locations, consistent with the standards of
conduct outlined in Company's Business Conduct Guide, Company's Statement
of Compliance for the Office of Supervisory Jurisdiction and Branch
Offices, the Program for Allmerica Financial Life/Allmerica Investments
Office Examinations, and the procedures and requirements outlined in other
Company manuals, memoranda and other publications, as may be amended from
time to time.
General Agent agrees to be responsible for Investment Products and Services
activity conducted through Agency by monitoring Investment Products and
Services activity in order to ensure that the business is processed in
accordance with regulatory and Company standards and to notify Company of
any irregularities and/or deficiencies.
General Agent agrees to be responsible for the maintenance and periodic
review of the books and records of Agency, as required by Company.
On at least an annual basis, General Agent agrees to conduct and/or
participate, in coordination with Company's compliance personnel, an agency
compliance meeting which all registered representatives assigned to Agency
shall attend. If for any reason a registered representative does not
attend agency compliance meeting, General Agent will schedule a personal
interview, on at least an annual basis, for the purpose of reviewing
activity of registered representative with respect to Investment Products
and Services and to discuss the compliance topics reviewed at agency
compliance meeting.
General Agent agrees to acquire and/or comply with all of the applicable
laws, rules and regulations (General Securities Principal Registration) of
the Securities and Exchange Commission (SEC), National Association of
Securities Dealers, Inc. (NASD) and all other federal and state laws and
regulations.
General Agent agrees to maintain all NASD registrations required to
supervise the solicitation and sale of Investment Products and Services
offered through Agency. General Agent will maintain all state securities
licenses and state insurance licenses as may be required to offer and
solicit Investment Products and Services.
2. LIMITATIONS OF AUTHORITY: General Agent has no authority to accept any
risk on Company's behalf, to issue, make, alter or discharge any contract,
to extend the time of payments, to waive or extend any contract obligation
or condition, or to alter or amend any communication sent by Company
without express authority in writing from an officer of Company.
3. ASSIGNABILITY: No assignment, sale or transfer of this Agreement or any
of the rights, claims or interests under it may be made by General Agent
without the prior written consent of Company. An assignment, sale or
transfer by General Agent without written consent of Company will
immediately make this Agreement void and shall be a release in full to
Company of any and all of its obligations under this Agreement.
4. AGENCY STAFFING: General Agent agrees to recruit, train and supervise
registered representatives to solicit Investment Products and Services
offered through Company. General Agent agrees to develop a sales force of
sufficient size and quality to adequately penetrate the market with
Investment Products and Services of Company.
<PAGE>
5. BUSINESS AUTHORIZED: General Agent agrees to act for Company in the
solicitation of orders only for those Investment Products and Services for
which Company has executed sales agreements. General Agent shall monitor
his/her registered representatives on a continuing basis to prevent the
offering or the selling of Investment Products and Services not offered by
Company and to prevent registered representatives of Company from
exercising discretionary authority on behalf of any of their clients.
6. SUBMISSION OF APPLICATIONS/ACCOUNTING FOR FUNDS COLLECTED: General Agent
agrees to establish and maintain at Agency procedures, as outlined in
Company manuals, concerning the collection, recording and transmittal of
all applications and/or payments collected on behalf of Company, any
issuer, or any sponsor.
General Agent agrees to be responsible to Company for monies collected by
registered representatives and for any securities, certificates, payments,
receipts and other Company papers in the possession of registered
representatives and employees of Agency.
Purchase checks for Investment Products and Services are to be client
personal checks, cashier's checks or money orders made payable to either
the Company, appropriate issuer, sponsor or other designated agent.
Purchase checks may not be made payable to registered representative,
General Agent or any personal or Agency Accounts.
7. REVIEW OF INVESTMENT PRODUCT BUSINESS: General Agent agrees, in accordance
with Company procedures, to conduct periodic reviews of Investment Product
and Services business of each registered representative. Such review of
Investment Product and Services business shall include, but not be limited
to, reviews for adequate NASD registrations and state securities and/or
insurance licensing of registered representative, prompt transmittal of
applications, checks and other pertinent items to Agency and subsequently
to Home Office, the correct use of applications and proper mode of payment
and the suitability of Investment Products and Service based on client's
financial profile and objectives.
8. BOOKS AND RECORDS: General Agent agrees to maintain a regular and
accurate record of all Investment Products and Services transactions of
Agency, including any journal, account books, records, papers, customer
account files or any other material, as required by Company. General Agent
agrees, at such times that Company may request, to make detailed report to
Company, on forms furnished for that purpose, showing an accurate
accounting of all monies and other items received for, or on behalf of
Company.
General Agent agrees that all records, files and papers are, and remain,
property of Company and will at all times be freely exhibited for the
purpose of examinations and inspection by duly authorized personnel of
Company.
Upon termination, all records revert to Company and should be turned over
to a Company representative.
9. DISTRIBUTION AND USE OF ADVERTISING MATERIAL, CORRESPONDENCE: General
Agent agrees not to directly or indirectly recommend or distribute any
advertising and/or sales literature to registered representatives
(including but not limited to prospectuses, illustrations, circulars, form
letters or postal cards, business cards, stationary, booklets, schedules,
broadcasting and other sales material of any kind) concerning Company
and/or the offering of Investment Products and Services until the material
has been approved in writing by a registered principal in the Company's
Compliance Department.
General Agent also agrees to obtain from his/her registered
representatives, at the time of development, copies of all correspondence
pertaining to the solicitations and/or sale of any Investment Products and
Services or to any other aspect of their Investment Products and Services
business, and to forward the correspondence to Home Office to allow for the
review and endorsement of correspondence in writing, on an official record
of Company, by a registered principal in the Company's Compliance
Department. General Agent shall periodically inspect Registered
Representatives' materials, sales literature and correspondence to ensure
compliance with Company requirements.
10. COMPENSATION: General Agent, subject to the provisions of this Agreement,
will be allowed expense reimbursement or allowances and overriding
commissions on payments collected on all Investment Product sales solicited
by Registered Representatives assigned to General Agent and effected
through Agency at rates established and published by Company, as may be
amended from time to time.
<PAGE>
11. COMMISSIONS: Company will pay commissions to General Agent, after
concession payments are made to Company by an issuer or sponsor, in
connection with sales of Investment Products and Services effected through
General Agent's personal solicitation. Such commissions will be paid on
the same basis and terms as specified in Company's Registered
Representative Agreement, which is incorporated herein by reference and as
may be amended from time to time.
12. TERMINATION WITHOUT CAUSE: General Agent and Company may terminate this
Agreement at any time without cause.
13. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement is to be
construed to create the relationship of employer and employee between
Company and General Agent. General Agent, however, is to always comply
with all of the applicable laws, rules and regulations of the SEC, NASD,
federal and state authorities as well as Company's rules, regulations and
procedures concerning methods of conducting Investment Products and
Services business, as may be amended from time to time.
14. EFFECTIVENESS OF CONTRACT: This Agreement between General Agent and
Company is not binding until Agreement has been duly executed by both
parties. This Agreement supersedes all previous agreements, whether oral
or written. This Agreement shall not cancel or affect any right, claim or
interest General Agent may have concerning commissions now due or hereafter
to become due under preceding agreements between General Agent and Company.
Neither shall Agreement cancel, terminate or affect in any way any lien,
right or interest which Company may have, or may hereafter acquire, with
respect to commissions or equities to General Agent under any other
agreement with Company, any provision of any such agreement which, by its
terms or by implications, continues beyond termination of such agreement.
IN WITNESS THEREOF, this Agreement has been executed by the undersigned on the
dates indicated below.
Allmerica Investments, Inc.
By: By:
---------------------------------- ----------------------------------
General Agent Signature Home Office Principal
Date: Date:
-------------------------------- --------------------------------
<PAGE>
ALLMERICA FINANCIAL LIFE 440 Lincoln Street
INSURANCE AND ANNUITY COMPANY Worcester, MA 01653 CAREER AGENT AGREEMENT
- --------------------------------------------------------------------------------
Allmerica Financial Life Insurance and Annuity Company (the "Company") does
hereby appoint_____________________________ of _________________________________
("Career Agent") its Agent to solicit applications for insurance and annuities
and to submit such applications through the office of
__________________________________________ ("General Agent"), this appointment
to be effective on _____________________________.
Career Agent accepts this appointment, subject to the terms and provisions set
forth in this Agreement.
WITNESSETH:
Career Agent will solicit applications for coverages offered by the Company and
for which he/she is duly licensed. Career Agent is authorized to collect and
pay over to General Agent premiums on coverages solicited by him/her. Career
Agent shall not delegate any authority granted under this Agreement and shall
not appoint any solicitors or subagents to act on his/her behalf.
TERRITORY AND CLASSES OF BUSINESS
Territory SECTION 1. The district within which Career Agent may
solicit insurance and annuity applications for the Company
is the district assigned to General Agent.
Permissible SECTION 2. Career Agent agrees that in the sale and service
Activity of insurance and annuities he/she will act only on behalf of
the Company and such of its affiliates as he/she is
authorized to represent; and he/she will not engage in any
other activity for remuneration or profit which requires
his/her personal services without first obtaining the
consent of the Company. If the Company makes arrangements
with another business entity to make any of its products
available to Career Agents, this will constitute consent to
Career Agent to enter into an arrangement with such entity
to sell and service such products on its behalf. If, with
the consent of the Company, Career Agent engages in any
personal service activities for remuneration or profit,
he/she will, upon request of the Company, disclose the
amount of time expended and the amount of income derived
from such other activities.
STATUS, DUTIES AND AUTHORITY
Relationship SECTION 3. Nothing in this Agreement will be construed to
of Parties create the relationship of employer and employee between the
Company and Career Agent. Within the scope of his/her
authority, Career Agent will be free to exercise his/her
independent judgment as to the time, place and manner of
solicitation and servicing of business underwritten by the
Company. However, he/she will have no authority to act in a
manner which does not conform to applicable statutes,
ordinances or governmental regulations pertaining to the
conduct of the business or to reasonable rules adopted, from
time to time, by the Company.
-1-
<PAGE>
Limitations SECTION 4. Career Agent will have no authority to accept
on Authority risks of any kind; to make, alter or discharge contracts of
insurance or annuities; to waive forfeitures or exclusions;
to fix any premium for hazardous or substandard risks; to
alter or amend any papers received by him/her from the
Company; to deliver any policy of insurance or any document,
agreement or endorsement changing the amount of insurance
coverage if Career Agent knows or has reason to believe that
the insured is uninsurable; to collect any premium after the
expiration of the policy grace period except in connection
with a policy reinstatement; to accept payment of any
premium unless the premium meets the minimum premium
requirement for the policy established by the Company; or to
contract any debt rendering or purporting to render the
Company liable therefor, without express authority in
writing from an authorized officer of the Company.
Implied SECTION 5. Career Agent will have no power or authority
Authority other than as expressly provided in this Agreement and no
other power or authority shall be implied from the grant or
denial of power specifically mentioned in this Agreement.
Duty of SECTION 6. Career Agent agrees that he/she will not
Compliance; intentionally violate any applicable state or Federal law,
Negative ruling or regulation pertaining to the insurance business or
Obligations any rule or regulation of the Company. Career Agent will
not knowingly engage in any activity which is detrimental to
the best interests of the Company or any of its affiliates.
Neither while this Career Agent Agreement is in force nor
for a period of two years following the termination of this
Agreement will Career Agent directly or indirectly interfere
with the relationship of the Company or any of its
affiliates with any agent or broker.
Policy While this Agreement remains in force, Career Agent agrees
Termination that he/she will not, directly or indirectly, replace or
and Replacement induce or attempt to induce any policyholder to terminate or
replace any policy issued by the Company or any of its
affiliates except when permitted by the rules of the issuing
insurer. For a period of two years following termination of
this Agreement, Career Agent agrees that he/she will not,
directly or indirectly, replace or induce or attempt to
induce any policyholder serviced through the office of the
General Agent to terminate or replace any policy issued by
the Company or any of its affiliates.
SOLICITATION OF INSURANCE AND ANNUITIES
Submission of SECTION 7. Career Agent will submit through General Agent
Applications; all Company policy applications solicited by him/her,
Delivery of whether or not it appears the proposed insured is an
Policies; acceptable risk under the rules of the Company. Career
Rejected Agent will deliver, or cause to be delivered, in accordance
Business with the rules of the Company all policies issued on
applications submitted by him/her and will return to General
Agent any policy which is declined by the applicant or which
cannot be delivered within the time permitted by the
Company's rules. If an application is declined by the
Company or is accepted at a rate higher than standard which
is not acceptable to the applicant, with the Company's
permission Career Agent may place the coverage with another
insurance company.
-2-
<PAGE>
Limitation on SECTION 8. Career Agent will not solicit any insurance or
Solicitation annuities in any jurisdiction in which he/she is not
licensed nor will he/she solicit by mail or otherwise any
insurance or annuities outside the district assigned to
General Agent without first receiving consent of the Company
and ascertaining that he/she is properly licensed to solicit
such insurance or annuities.
Advertising SECTION 9. The Company, through General Agent, will make
Material, Rate available to Career Agent a supply of canvassing and
Books, Forms, advertising materials, stationery, books, records and forms
etc. necessary or suitable to properly solicit insurance and
annuities. Career Agent will not print, publish or
distribute any advertisement, circular, statement or
document relating to the business of the Company or any of
its affiliates or use any title or language descriptive of
his/her status without the prior approval of the Company.
Policyowner Solely to assist Career Agent in rendering service to
Service Aids policyowners, Career Agent may use whatever aids, such as
data cards, computer printouts, etc. as may be available.
All such aids, whether furnished by the Company or otherwise
- including any copies thereof - shall be the property of
the Company.
Illustrations Career Agent will not furnish any prospective insured or
and Proposals policyowner an illustration of the financial or other
aspects of a policy or a proposal for a policy of the
Company unless the same has been either furnished by the
Company or prepared from computer software or other material
furnished or approved by the Company. Any illustration or
proposal delivered by Career Agent will conform to standards
of completeness and accuracy established by the Company. If
the proposal or illustration was not furnished by the
Company, Career Agent will retain in his/her records for
availability to the Company a copy thereof or the means to
duplicate the same. Any computer software or materials
furnished by the Company will be and remain its property.
Return of Upon termination of this Agreement, Career Agent will return
Materials, etc. to the Company all manuals, computer software, policyholder
data cards, policyholder files, stationery and business
cards and other material which, by the terms of this Section
or otherwise, is the property of the Company.
Accounting for SECTION 10. In accordance with the rules of the Company,
Funds Collected Career Agent will account for and remit immediately through
General Agent all funds received or collected by him/her for
or on behalf of the Company without deduction for any
commissions, fees, or other claim he/she may have against
the Company and will make such reports and file such
substantiating documents and records as the Company or
General Agent may require.
Liability for SECTION 11. If the Company pays Career Agent commissions or
Refund of fees in advance of receipt of the premium on which the
Commissions payment is based, the amount by which the payment to Career
and Fees Agent exceeds, at any time, the amount attributable to the
premiums paid will constitute a personal debt of Career
Agent payable on demand. If the Company returns premiums on
a policy for any reason whatsoever (other than as a part of
claim settlement) or rescinds or cancels a policy for any
reason whatsoever or if a policyholder exercises a right to
surrender
-3-
<PAGE>
the policy for return of all premiums paid, Career Agent
will pay on demand the amount of any commissions received on
the premiums returned.
Notwithstanding the foregoing, after this Agreement has been
in force for 10 complete years and prior to the date the
Agreement is terminated for cause, unearned commissions paid
in advance on policies the premiums for which are being paid
under the Company's Monthly Automatic Premium (MAP) Plan or
other annualized commission arrangement that are repayable
because of a lapse or surrender of the policy may only be
recovered by set-off from first year and renewal commissions
and fees otherwise payable by the Company or its affiliates
to Career Agents.
COMPENSATION
Basis of SECTION 12. Career Agent's compensation will be a
Compensation combination of commissions and fees payable on premiums for
individual and group life, health and annuity policies
placed with the Company. The amount of commissions and fees
payable for individual insurance and annuity policies will
be determined by the further provisions of this Agreement
and the published rules of the Company. The amount of
commissions and fees payable on group life and health
insurance and group annuity policies solicited by Career
Agent will be specified in separate agreements related
solely to that class of business.
Commissions payable on premiums on a policy resulting from
conversion, exchange, replacement or the exercise of an
option to purchase additional insurance will be determined
by Company rules in effect at the time of the conversion,
exchange, replacement or exercise of the option.
Published Rules The Company may, by published rule, limit the amount of
Affecting premium on which commissions or fees are payable and limit,
Compensation defer, or exclude commissions or fees because of the nature
of the transaction, discretionary nature of the premium or
other circumstances.
Payor All compensation due Career Agent under this Agreement will
be paid by First Allmerica Financial Life Insurance Company
(First Allmerica), an affiliate of the Company, as the
common paymaster.
Time of Payment SECTION 13. A premium will not be considered paid until it
of Commissions has been received by the Company at its Principal Office.
On premiums paid or allocated prior to the 15th day of the
month, commissions and fees will be paid on the last
business day of the month. On premiums paid or allocated
subsequent to the 15th day of the month, commissions and
fees will be paid on the 15th day of the following month, or
on the last business day preceding such pay date, if such
pay date is not a business day.
-4-
<PAGE>
TERMINATION AND ITS EFFECT ON COMMISSIONS AND FEES
Termination SECTION 14. This Agreement may be terminated for cause and
for Cause without notice if Career Agent:
(a) misappropriates any funds belonging to or received on
behalf of the Company or any of its affiliates; or
(b) withholds any funds or other property belonging to the
Company or any of its affiliates after the same should
have been reported and transmitted to the Company or
its affiliate or after a demand has been made for the
same; or
(c) commits any willful or dishonest act which injures the
Company or any of its affiliates; or
(d) commits any intentional act which violates any
applicable Fair Trade Practices Act and thereby injures
the Company or any of its affiliates; or
(e) intentionally performs any act prohibited by law or
intentionally omits any act required by law with the
result that the Company or any of its affiliates is
subject to disciplinary action; or
(f) willfully violates any of the provisions of this
Agreement.
Forfeiture of SECTION 15. No commissions or fees will be paid following
Commissions termination of this Agreement, if it is terminated for
and Fees cause, nor will commissions or fees continue to be paid
after termination of this Agreement if Career Agent breaches
any of its terms or conditions by the commission of an act
prohibited by its terms.
Termination SECTION 16. Notwithstanding the foregoing, and whether or
Without Cause not there is a breach of this Agreement, either party may
terminate this Agreement during its first year by giving 10
days' notice in writing to the other party of the intention
to do so and thereafter by giving 30 days' notice in writing
to the other party of the intention to do so.
Effect of Certain SECTION 17. If this Agreement terminates without breach of
Terminations any of its provisions by Career Agent:
(a) by reason of the death of Career Agent; or
(b) by reason of the permanent Total Disability of Career
Agent; or
(c) by reason of retirement of Career Agent under the
Career Agents' Retirement Plan established and
maintained by the Company; or
(d) by reason of employment of Career Agent by the Company
or any of its affiliates in some capacity other than as
a Career Agent;
-5-
<PAGE>
commissions will continue to be paid to Career Agent only as
provided in the Exhibits attached hereto.
After termination of this Agreement by reason of the
permanent Total Disability of Career Agent, if Career Agent
recovers from said disability, this Agreement may be
reinstated. If Career Agent recovers from disability and
this Agreement is not reinstated, commissions will be
payable on premiums paid thereafter only if they would have
been payable if Section 18 had applied on termination.
Effect of Other SECTION 18. If this Agreement terminates without breach of
Terminations any of its provisions by Career Agent for any reason other
Without Cause than asset forth in Section 17, commissions will continue to
be paid to Career Agent only as provided in the Exhibits
attached hereto.
GENERAL PROVISIONS
Right of SECTION 19. The Company, for its own benefit, for the
Set-Off benefit of its affiliates and for the benefit of the General
Agent, will have a lien on any commissions and fees payable
under this Agreement, whether or not the commissions are now
due or hereafter become due, and may apply any such monies
to the satisfaction of indebtedness to any of said persons
to the extent permitted by law.
Non-waiver SECTION 20. Waiver of any breach of any provision of this
of Breach Agreement will not be construed as a waiver of the provision
or of the right of the Company to enforce said provision
thereafter.
Assignability SECTION 21. This Agreement is not transferable. Without
the consent of the Company, no rights or interest in or to
commissions or fees will be subject to assignment, other
than a collateral assignment of commissions and fees, and
any attempted absolute assignment, sale or transfer of this
Agreement or of any commissions or fees without the written
consent of the Company will immediately make this Agreement
void and be a release to the Company in full of any and all
of its obligations hereunder.
Errors and SECTION 22. Career Agent agrees to maintain errors and
Omissions omissions insurance coverage meeting the Company's minimum
Coverage coverage requirements and to furnish the Company proof of
such coverage upon request. If any lawsuit is brought
against the Company as a result of any alleged action, error
or omission of Career Agent and if (1) Career Agent has
maintained errors and omissions coverage which complies with
the Company's minimum requirements, and (2) the alleged
action, error or omission of Career Agent was not committed
intentionally or with dishonest, fraudulent or criminal
intent, Career Agent agrees to reimburse the Company and its
affiliates for all costs of the lawsuit, including
attorney's fees, and all damages resulting therefrom up to
the Company's Career Agent liability limit. The minimum
coverage requirements and Career Agent liability limit will
be set forth in a bulletin or announcement published by the
Company and are subject to change at any time. Distribution
of the bulletin or announcement in the usual manner will
constitute notice to Career Agent. If any lawsuit is
brought against the Company as a result of any alleged
Career Agent action, error or omission and if Career Agent
(1) did not maintain at least the
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<PAGE>
required minimum errors and omissions coverage, or (2) did
maintain such coverage but Career Agent's action, error or
omission was committed intentionally or with dishonest,
fraudulent or criminal intent, Career Agent agrees to
reimburse the Company and its affiliates for all costs of
the lawsuit, including attorney's fees, and all damages
resulting therefrom unless the court determines the suit to
be groundless and without merit.
Reservation of SECTION 23. The Company reserves the right at any time to
Right to Change change the terms and conditions of this Agreement,
including but not limited to, the rates of commissions and
fees, or to discontinue the payment of any commissions and
fees described in the Exhibits attached hereto.
Effective Date SECTION 24. Any change will become effective on the date
of Change specified in a notice or, if later, 30 days after the notice
is given to Career Agent. However, the requirement to give
advance notice shall not apply if the change becomes
necessary or expedient by reason of legislation or the
requirements of any governmental body and, in the opinion of
the Company, it is not reasonably possible to meet the 30
day requirement. Changes will not be retroactive and will
apply only to units of coverage solicited on or after the
effective date of the change. Notice of any change may be
given by a Company bulletin or announcement and distribution
of the bulletin or announcement in the usual manner will
constitute notice to Career Agent.
Arbitration SECTION 25. By his/her execution of this Agreement, Career
Agent agrees to settle any dispute, claim or controversy
arising between Career Agent and the Company by arbitration
pursuant to the then current rules of the American
Arbitration Association. Judgment upon any award rendered
in the arbitration may be entered in any court of competent
jurisdiction.
All applicable disputes shall be referred to three
arbitrators, one to be chosen by each party, and the third
by the two so chosen. If either party refuses or neglects
to appoint an arbitrator within thirty days after the
receipt of written notice from the other party requesting it
to do so, the requesting party may nominate two arbitrators
who shall choose the third. In the event the two
arbitrators do not agree on the selection of the third
arbitrator within thirty days after both arbitrators have
been named, then the third arbitrator shall be selected
pursuant to the then current rules of the American
Arbitration Association. The decision of the majority of
the arbitrators shall be final and binding upon all parties.
The expenses of the arbitrators and of the arbitration shall
be equally divided between all parties. Arbitration is the
sole remedy for disputes arising under this Career Agent
Agreement.
General Agent SECTION 26. General Agent means the General Agent
identified on the face page or any other General Agent in
charge from time to time of a general agency office to which
Career Agent is assigned.
Definitions SECTION 27. As used in this Agreement, including the
Exhibits attached hereto:
"Replacement" means a transaction in which a new life or
disability insurance policy or a new annuity contract is to
be purchased, and by reason of the transaction, all or a
portion of
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<PAGE>
any existing life or disability insurance policy or any
existing annuity contract has been or is to be lapsed,
forfeited, reduced in face amount, surrendered, assigned to
the replacing insurer, placed on a reduced paid-up basis or
under another nonforfeiture provision or terminated, or
subjected to borrowing or withdrawals, whether in a single
sum or under a schedule of borrowing or withdrawals over a
period of time.
"Total Disability" means the inability of the Career Agent,
because of injury or sickness, to perform the duties of any
occupation for which he/she is reasonably fitted by
training, education or experience. During the first 24
months of total disability, Career Agent will be considered
to have met the foregoing requirement if he/she is unable to
perform the duties of his/her regular occupation and is not
performing the duties of any other occupation. Total
disability will be considered permanent after it has existed
6 months and thereafter while it continues.
"Flexible premium policy" means an individual insurance or
annuity policy under which the policyowner may unilaterally
vary the amount and timing of premium payments.
"Unit of Coverage" means all benefits of a policy which have
the same date of issue, except as modified by Company
published rules. Usually all the benefits specified in the
policy Schedule of Benefits and in each Supplementary
Schedule of Benefits constitute a unit of coverage.
"Policy Year," as to each unit of coverage, means a period
of 1 year commencing on its date of issue and each
anniversary thereof.
"Monthaversary," as to each unit of coverage, means its date
of issue and the corresponding day of each month thereafter.
"Basic premium," for each unit of coverage, means the sum of
the basic or target premiums for each benefit in the unit,
as determined from the Company's Rate Manual.
"Excess premium" means premium paid in any policy year in
excess of basic or target premium.
"Agreement" means this entire agreement, including all
Exhibits and commission and fee schedules attached thereto.
Other Exhibits issued hereafter will become a part of this
Agreement on their effective date.
Notice SECTION 28. Whenever this Agreement requires a notice to be
given, the requirement will be considered to have been met,
in the case of notice to the Company, if delivered or mailed
postage prepaid to General Agent at the agency office or to
a Vice President in the Company's Allmerica Financial
Services Operation and, in the case of notice to Career
Agent, if left at the usual place for him/her to pick up
mail within the agency office, or by mailing postage
prepaid, to Career Agent's last home address known to the
Company or to such other address as may be designated by
Career Agent.
-8-
<PAGE>
Captions SECTION 29. Captions are used for informational purposes
only and no caption shall be construed to affect the
substance of any provision of this Agreement.
Effectiveness; SECTION 30. This Agreement contains the entire contract
Entire Contract; between the parties. Upon execution it will replace all
Prior Agreements previous agreements between Career Agent and the Company
relating to the solicitation of insurance and annuity
policies except as the previous agreement relates to the
payment of commissions and fees on policies solicited prior
to the effective date of this Agreement. For purposes of
determining vestings on termination, the date of the
earliest prior Career Agent Agreement executed by Career
Agent during his current period of continuous service with
the Company and First Allmerica will be considered the date
of this Agreement. It is hereby understood and agreed that
any other agreement or representation, commitment, promise
or statement of any nature, whether oral or written,
relating to or purporting to relate to the relationship of
the parties is hereby rendered null and void.
IT IS UNDERSTOOD THAT THIS IS AN "AT WILL" RELATIONSHIP WHICH MAY BE TERMINATED
BY EITHER PARTY WITHOUT CAUSE OR REASON AS PROVIDED FOR IN SECTION 16.
IN WITNESS WHEREOF, the parties have executed this Agreement in triplicate to
take effect on its effective date.
Allmerica Financial Life Insurance and Annuity Company
By:
--------------------------------------------------
Vice President
--------------------------------------------------
Career Agent
Approved:
--------------------------------------------------
General Agent
-9-
<PAGE>
COMMISSION SCHEDULE FOR VARIABLE ANNUITY POLICIES:
Writing Agent 5% of all initial and subsequent payment amounts
General Agent 2.0% of all initial and subsequent payment amounts
Middle Management Overrides will be paid to fully-licensed and NASD
registered Middle Management in an amount of 10% of
commissions earned on policies written by career
agents in their first two contract years or trainee
agents in their first five contract years.
<PAGE>
Registered
[LOGO] ALLMERICA Allmerica 440 Lincoln Street Representative's
FINANCIAL(R) Investments, Inc. Worcester, MA 01653 Agreement
- --------------------------------------------------------------------------------
Allmerica Investments, Inc. ("Company") hereby appoints ________________________
("Registered Representative") for the purpose of selling and servicing variable
contracts offered by Allmerica Financial Life Insurance and Annuity Company,
mutual funds, limited partnerships and other investment products and services
(collectively "Investment Products and Services") offered and distributed by
Company. Registered Representative will submit Investment Products and Services
business through the office of _________________________________________________
("General Agent") or successor at ______________________________________________
("Agency") or successor. This appointment is effective as of the date accepted
by Registered Representative and acknowledged by General Agent.
1. DUTY OF COMPLIANCE/SUPERVISION: Registered Representative is assigned to
the above named Agency and General Agent for the purposes of training,
supervision and recordkeeping. Registered Representative agrees to comply
with all of the applicable laws, rules and regulations of the Securities
and Exchange Commission (SEC), National Association of Securities Dealers,
Inc. (NASD) and all other applicable federal and state insurance and
securities laws and regulations.
Registered Representative agrees to comply with all procedures and
requirements outlined in Company manuals, memoranda and other publications
as may be amended from time-to-time.
Registered Representative agrees to abide by Company's Compliance Program
including his/her mandatory attendance, on at least an annual basis, at
Agency's Compliance Meeting(s) and/or Interview(s). Failure to attend
Compliance Meeting and/or Interview is grounds for immediate termination
for cause.
2. LIMITATIONS OF AUTHORITY: Registered Representative may not delegate any
authority granted under this Agreement and shall not appoint any
solicitors or subagents to act on his/her behalf. Registered
Representative may not sign and/or submit any customer applications or
orders on behalf of any individual who is not fully qualified as a
Registered Representative of Company.
Registered Representative will only offer for sale those Investment
Products and Services for which he/she is properly NASD registered,
securities-licensed through Company and, if required by state law, state
insurance-licensed through Allmerica Financial Life Insurance and Annuity
Company, and for which Company has fully executed sales agreements with
the sponsor or issuer. To participate in the sale of Investment Products
and Services for which no agreement has been executed is to "sell-away"
from Company and is grounds for immediate termination of this Agreement
upon written notice to Registered Representative.
Registered Representative will maintain his/her NASD registration solely
through Company and will provide full disclosure to Company of his/her
background. Registered Representative agrees to notify Company immediately
of any matter requiring disclosure on the NASD Form U-4, Uniform
Application for Securities Industry Registration, including but not
limited to any income generating business activity, other than personal,
passive investment, which is outside the scope of Registered
Representative's Agreement with Company.
Customer accounts or applications may only be accepted on behalf of
Company based on approval by a Home Office principal. Registered
Representative has no authority to accept any risk on Company's behalf, to
incur any indebtedness or liability on behalf of Company and understands
and agrees to Company's prohibition against assuming discretionary
authority over client investments.
3. ASSIGNABILITY: No assignment, sale or transfer of this Agreement or any of
the rights, claims or interests under it may be made by Registered
Representative without the prior written consent of Company. Such
assignment, sale or transfer by Registered Representative without written
consent of Company will immediately make this Agreement void, and will be
a release in full to Company of any and all of its obligations hereunder.
4. SUBMISSION OF APPLICATIONS/ACCOUNTING FOR FUNDS COLLECTED: All
applications and/or payments collected by Registered Representative on
behalf of Company or any issuer or sponsor are to be delivered immediately
to Registered Representative's Agency no later than noon of the business
day following receipt by Registered Representative.
Investment Product and Services purchase checks are to be client personal
checks, cashier's checks or money orders made payable to either the
Company, appropriate issuer, sponsor or other designated agent. Such
checks may not be made payable to Registered Representative, General Agent
or any personal or Agency account.
5. SUITABILITY/RESPONSIBILITY TO EXPLAIN INVESTMENT PRODUCTS: Registered
Representative agrees to make Investment Product and Services
recommendations to clients only after obtaining sufficient information
regarding a client's financial background, goals and objectives so as to
make a reasonable determination that the proposed Investment Product
and/or Service is suitable based on such background, goals and
objectives. Registered Representative agrees to fully explain the risks,
terms and conditions of the purchase of an Investment Product or Service
and that he/she will not make untrue statements, interpretations,
misrepresentations nor omit or evade material facts concerning such
Investment Product or Service.
6. DISTRIBUTION AND USE OF ADVERTISING MATERIAL, CORRESPONDENCE: Registered
Representative agrees not to directly or indirectly use or distribute
any advertising or sales literature material (including but not limited
to prospectuses, illustrations, circulars, form letters or postal cards,
business cards, stationery, booklets, schedules, broadcasting and other
sales material of any kind) concerning Company and/or the offering of
Investment Products and Services of any kind until the material has been
approved by Company in writing.
Registered Representative also agrees to provide to General Agent copies
of all correspondence pertaining to the solicitation of execution of any
Investment Products and Services transaction, and to any other aspect of
his/her Investment Products and Services business in order to allow for
the review and endorsement of the correspondence in writing, on an
official internal record of Company by a registered principal located at
Home Office.
SMAE-050NS (11/95)
<PAGE>
7. RECORDKEEPING: Registered Representative agrees, in accordance with
Company guidelines and requirements, to cooperate in the maintenance of
complete customer account files and other records at the assigned Agency
which pertain to the conduct of Investment Products and Services business
through Company. Customer account files of Registered Representative are
to be considered the property of Company and are not to be taken from the
immediate Agency premises for any purpose.
8. COMMISSIONS: Commissions for the sale of Investment Products and Services
offered or effected by Registered Representative will be paid after
compensation for those sales is paid to Company. Commissions for
Investment Products and Services will be paid at the rates established and
published by Company.
Commissions may be changed by Company at any time without advance notice.
However, this policy shall not be applied retroactively to divest any
Registered Representative of specific commission amounts already due
him/her.
Registered Representative agrees not to share commissions with
non-qualified representatives or with clients.
Under certain circumstances, i.e., termination of agents subject to
variable contract commission vesting, retirement or death, Registered
Representative or his/her estate may be entitled to receive continuing
commissions from Company for transactions conducted prior to the cessation
of his/her service with Company. Continuing commissions will be paid based
on vesting schedules established and published by Company, as may be
amended from time-to-time.
If Company or any issuer or sponsor returns or waives payments on any
application or order, commissions will not be due or payable on the
payments. Registered Representative shall repay to Company on demand any
commissions already received by Registered Representative with respect to
such returned or waived payments.
Where cancellation of any Investment Products and Services order results
in expense or loss to Company, Registered Representative is liable for
reimbursement to Company of the expense or loss including but not limited
to any sales charge levied by an issuer and any decline in the price of an
Investment Product, as of the time of cancellation.
In the event Registered Representative becomes party to a Career Builder
Supplemental Agreement (Supplemental Agreement) with First Allmerica
Financial Life Insurance Company ("First Allmerica"), and its affiliate,
Allmerica Financial Life Insurance and Annuity Company, commissions
payable under this Registered Representative's Agreement will be credited
to the Reserve Account described in such Supplemental Agreement during the
period such Supplemental Agreement is in effect and will be paid to
Registered Representative only as provided therein.
Company reserves the right to pay commissions to the Registered
Representative for Investment Products and Services sold or performed by
utilizing one check issued by Allmerica Financial or one of its
wholly-owned subsidiaries. Such check may also contain compensation for
traditional life, health and disability policies as well as other products
and services sold by Registered Representatives through Allmerica
Financial.
9. RIGHT OF OFF-SET: Company, for its own benefit and/or the benefit of its
affiliates, will have a lien on any commissions and other compensation
payable under this Agreement, and may deduct any monies owed Company or
affiliates from such commissions or other compensation to the extent
permitted by law.
10. TERMINATION FOR CAUSE: If Registered Representative withholds or
misappropriates monies, securities, certificates, payments, receipts,
"sells-away," commits any willful or dishonest act which, in the sole
discretion of Company, is detrimental to Company, or fails to comply with
any of the conditions, duties or obligations of this Agreement, this
Agreement will immediately terminate without notice.
11. TERMINATIONS WITHOUT CAUSE: Registered Representative or company may
terminate this Agreement without cause during the first twelve (12) months
following the date this Agreement is executed by providing ten (10) days'
notice in writing to the other party of the intention to terminate. After
the first twelve (12) months, Registered Representative or Company may
terminate this Agreement without cause upon thirty (30) days' notice in
writing of the intention to terminate.
In the event Registered Representative terminates his/her Career Agent
Agreement with First Allmerica Financial Life Insurance Company, this
Agreement will be terminated upon written notice as described herein.
12. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement is to be
construed to create the relationship of employer and employee between
Company and Registered Representative or between Company's General Agent
and Registered Representative. Registered Representative shall exercise
his/her own judgment concerning the individual(s) to whom he/she will
solicit Investment Products and Services as well as the time, place and
manner of the solicitations. Registered Representative, however, shall
comply with all applicable laws, rules and regulations of the SEC, NASD,
federal and state authorities as well as Company's rules, regulations
and procedures concerning the conduct of Investment Products and
Services business, as may be amended from time-to-time.
13. EFFECTIVENESS OF CONTRACT: This Agreement constitutes the entire contract
between Registered Representative and Company.
Registered Representative accepts the appointment, subject to all of the
conditions and provisions set forth in this Agreement. This Agreement
supersedes all previous agreements, whether oral or written between the
parties, and no modification, except to attached Compensation Schedules
(if any), will be valid unless made in writing and signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed by the undersigned on the
____________________________________ day of
_________________________ ,19 _______. Allmerica Investments, Inc.
By__________________________
__________________________________ ____________________________
Registered Representative General Agent
<PAGE>
DEFINITIONS
1. "Accumulation Unit" means a measure of the value of a Sub-Account before
annuity payments begin.
2. "Annuity Date" means the date on which annuity payments are to commence. If
the Owner has not elected an alternative Annuity Date, such payments will begin
on the Annuity Date specified on page 3.
3. "Annuity Unit" means a measure of the value of annuity payments under a
Variable Annuity Option of the policy.
4. "Company" means Allmerica Financial Life Insurance and Annuity Company.
5. "Fund" means the Pioneer Variable Contracts Trust or any of its portfolio
series.
6. "General Account" means all assets of the Company which are not allocated to
the Separate Account or any other separate investment acccounts of the Company.
7. "Owner" means the person or persons who may exercise the rights and
privileges under this policy. No more than two owners are permitted. In the case
of joint owners, one must be the annuitant.
8. "Policy Year" means a period of one year computed from the Date of Issue, or
from an anniversary of the Date of Issue.
9. "Principal Office" means the Company's office located at 440 Lincoln Street,
Worcester, Massachusetts, 01653(1-800-688-9915).
10. "Separate Account" means the Company's separate investment account known as
Separate Account VA-P. The investment performance of the assets of the Separate
Account is determined separately from the other assets of the Company.
11. "Sub-Account" means a subdivision of Separate Account VA-P, the assets of
which are invested exclusively in shares of a corresponding Fund.
12. "Surrender Value" means the Accumulated Value of the policy (described on
page 7) less any applicable surrender charges (as specified on page 10), and
policy fee (as specified on page 8).
13. "Valuation Date" means the time as of which the values of all units of
variable annuity policies are determined. Valuation Dates occur at the close of
business on each day on which the New York Stock Exchange is open for trading.
14. "Valuation Period" means the interval between two consecutive Valuation
Dates.
15. "Written Request" or "Written Notice" means a request or notice in writing
satisfactory to the Company and filed at its Principal Office.
Form A3023-95 5
<PAGE>
OWNERSHIP AND BENEFICIARY
1. Owner During the lifetime of the Annuitant and prior to the Annuity Date, the
Owner will be as shown in the application unless changed in accordance with the
terms of this policy. On and after the Annuity Date, the Annuitant will be the
Owner except where the Owner immediately prior to the Annuity Date is an entity
other than a natural person. In that case, ownership will remain the same on and
after the Annuity Date.
Prior to the Annuity Date the Owner may vote at meetings of policyowners as
provided in the Voting Rights provision. The Owner may exercise all other rights
and options granted in this policy or by the Company, subject to the consent of
any irrevocable beneficiary. The consent of the Annuitant, if the Annuitant is
not the Owner, or any revocable Beneficiary is not required for the excercise of
any ownership rights. Where the policy is owned jointly, the consent of both
Owners is required in order to exercise any ownership rights.
2. Assignment The Owner may be changed at any time prior to the Annuity Date and
while the Annuitant is alive. Only the Owner may assign this policy. An absolute
assignment will transfer ownership to the assignee. The policy may also be
collaterally assigned as security. The limitations on ownership rights while the
collateral assignment is in force are set forth in the assignment. An assignment
will take place only when the Company has received Written Notice and recorded
the change at the Principal Office. The Company will not be deemed to know of
any assignment of this policy until it has received Written Notice. When
recorded, the assignment will take effect as of the date the Written Notice was
signed. Any rights created by the change will be subject to any payment made or
action taken by the Company before the change was recorded.
The Company will not be responsible for the validity of any assignment or the
extent of any assignee's interest. On the Annuity Date the Company may pay to
the assignee that portion of the Surrender Value of this policy which is due.
Such payment will be made in one sum. Any remaining Surrender Value will be paid
in one sum to the Owner. Such payment will discharge all liability under this
policy. The interests of the Annuitant and the Beneficiary will be subject to
any assignment.
3. Beneficiary The Beneficiary is as named in the application unless changed in
accord with the terms of this policy. All death benefits provided by this policy
will be divided equally among the surviving Beneficiaries, unless the Owner
directs otherwise.
Unless the Owner directs otherwise, the interest of a Beneficiary who dies
before the Annuitant will pass to any surviving Beneficiaries in proportion to
their share in the proceeds. If there is no surviving Beneficiary, the deceased
Beneficiary's interest will pass to the Owner.
The Owner may declare the choice of any Beneficiary to be revocable or
irrevocable. A revocable Beneficiary may be changed at a later time. An
irrevocable Beneficiary must consent in writing to any change. Unless otherwise
specifically indicated, the Beneficiary will be considered to be revocable.
4. Change of Beneficiary The Owner may change any Beneficiary, except an
irrevocable one, any time while this policy is in force. Such change may be made
only by Written Request, and will be subject to the rights of any assignee of
record. When the Company receives the Request, the change will take place as of
the date it was signed, even if the Annuitant is not living on the date the
Company receives the Request. Any rights created by the change will be subject
to any payment made or action taken by the Company before the change was
recorded.
5. Protection of Proceeds To the extent allowed by law, the proceeds of this
policy and any payments made under it will be exempt from attachment by the
claims of creditors of the payee. Neither the Annuitant nor the Beneficiary can
assign, transfer, commute, anticipate or encumber the proceeds or payments
unless given that right by the Owner.
Form A3023-95 6
<PAGE>
ELECTIVE PAYMENTS
1. Elective Payments Prior to the Annuity Date and while this policy is in
force, the Owner may make additional payments under this policy. Each additional
payment must be at least $50.
The sum of payments made to this policy may not exceed $1,000,000, without the
Company's consent.
2. Net Payments Each Net Payment is equal to the gross elective payment less the
amount of any premium tax, if applicable, which must be paid as a result of the
payment being credited to the policy. Until the Company notifies the Owner
otherwise in writing, if a premium tax must be paid as a result of a payment
being credited to the policy, the amount of the premium tax will not be deducted
when the payment is first credited to the policy but will be deducted from the
Accumulated Value of the policy when the Annuity Value to be applied under an
annuity option is being determined.
3. Net Payment Allocations Net Payments will be allocated on a percentage basis
among the General Account and/or the Sub-Accounts as specified by the Owner in
the policy application. If a Net Payment is to be allocated between two or more
accounts, not less than $10 may be allocated to any account. If the percentage
allocation elected by the Owner would result in an allocation of less than $10
to any one of such accounts, the Company reserves the right to apply such amount
to one of the other accounts in accordance with Company rules and procedures.
The Owner may change the allocation of future Net Payments at any time on
Written Request.
POLICY VALUES
1. Accumulation Unit Values The dollar value of an Accumulation Unit under a
Sub-Account as of any Valuation Date is determined by multiplying the dollar
value of an Accumulation Unit as of the immediately preceding Valuation Date by
the Net Investment Factor for the Valuation Period at the end of which the
Accumulation Unit value is being determined.
Accumulation Units are credited to the policy for benefits funded by a
Sub-Account. The number of Accumulation Units so credited is equal to the
specified portion of the Net Payment divided by the dollar value of an
applicable Accumulation Unit as of the Valuation Date such payment is applied.
On any date prior to the Annuity Date the Accumulated Value of this policy is
the sum of the value of all Accumulation Units then credited to the Separate
Account plus the value of any General Account accumulations.
2. Annuity Unit Values The value of an Annuity Unit under a Sub-Account on any
Valuation Date is equal to the value of such Unit on the immediately preceding
Valuation Date multiplied by the product of:
(a) a discount factor equivalent to an assumed rate of interest of 3 1/2% per
annum; and
(b) the Net Investment Factor of the Sub-Account funding such Variable Annuity
payments for the applicable Valuation Period.
The dollar value of an Annuity Unit as of any date other than a Valuation Date
shall be equal to its value as of the immediately preceding Valuation Date.
The dollar amount of each monthly variable annuity payment shall be equal to the
number of Annuity Units multiplied by the applicable value of the Annuity Unit,
except that under Annuity Option IV-B, monthly annuity payments payable to the
surviving payee shall be based upon 2/3rds of the number of Annuity Units which
applied during the joint lifetime of the two payees.
Form A3023-95 7
<PAGE>
POLICY VALUES (Continued from page 7)
3. Adjusted Gross Investment Rate The Adjusted Gross Investment Rate of a
Sub-Account for any Valuation Period is equal to:
(a) (i) the investment income of such Sub-Account for the Valuation
Period, plus capital gains and minus capital losses of such Sub-Account
for the Valuation Period, whether realized or unrealized; minus
(ii) an amount for capital gains taxes and any other taxes based on
income of, assets in, or the existence of such Sub-Account, whichever may
be applicable; divided by
(b) the amount of such Sub-Account's assets at the beginning of the
Valuation Period.
The Adjusted Gross Investment Rate may be positive or negative.
4. Net Investment Rate and Net Investment Factor The Net Investment Rate of a
Sub-Account for any Valuation Period shall be equal to the Adjusted Gross
Investment Rate for such Valuation Period decreased by (a) a factor equivalent
to .0125 per annum for mortality and expense risks and (b) a factor equivalent
to .0015 per annum for administrative charges associated with each sub-account.
Such factors may be decreased by the Board of Directors of the Company. In no
event shall they exceed the maximum stated in the Guarantees provision on page
9. The Net Investment Factor is 1.000000 plus the Net Investment Rate.
5. Policy Value of the General Account Allocations to the General Account are
not converted into Accumulation Units but are credited interest at a rate
periodically set by the Company. For one year from the date a payment allocated
to the General Account is received at the Company's Principal Office, the rate
of interest credited to that payment will be the Initial Rate in effect on such
date. Thereafter, the rate of interest for that payment will be the greater of:
(a) the Company's Current Interest Rate or
(b) an interest rate of 3% compounded annually. The policy value of the General
Account will be at least equal to the minimum required by the law in the state
in which this policy is delivered.
6. Policy Fee The Company will deduct a $30 policy fee on each policy
anniversary prior to the Annuity Date and on the date the policy is surrendered
except for policies issued to and maintained by the Trustee of a 401(k) Plan.
The Company reserves the right to impose a fee up to $30 on such a policy.
Where the policy value has been allocated to more than one account, the policy
fee will be deducted from the accumulated value of each account in the same
proportion as such value bears to the total policy value. No policy fee will be
deducted if the Accumulated Value on the date the fee would otherwise have been
deducted exceeds $50,000.
TRANSFERS BEFORE ANNUITY DATE
Prior to the Annuity Date, the Owner may transfer amounts between the General
Account and the Sub-Accounts or among the Sub-Accounts subject to the Company's
then current rules. Transfers will be made pursuant to a Written or telephone
Request made to the Company's Principal Office. Subject to the restrictions
described herein, all transfers shall be made on the Valuation Date coincident
with or next following the date the Request is received.
The minimum and maximum amounts that may be transferred shall be determined by
the Company according to its then current rules. In addition, the Company
reserves the right to limit the number of transfers which may be made in each
policy year and to establish other reasonable rules restricting transfers.
If a transfer would reduce the policy value of the account from which the
transfer is to be made to less than the current minimum balance required by the
Company for such account, the Company reserves the right to include such
remaining value in the amount transferred.
There will be no charge for the first twelve transfers per policy year. A
transfer charge of up to $25 may be imposed on each additonal transfer and
deducted from the amount that is transferred.
Form A3023-95 8
<PAGE>
GUARANTEES
The Company makes the following guarantees for this policy:
(a) The factors deducted from the Adjusted Gross Investment Rate of a
Sub-Account to obtain its Net Investment Rate will not exceed the
equivalent of (a) .0125 per annum for mortality and expense risks and (b)
.0015 per annum for administrative charges.
(b) The Policy Fee and Surrender Charge will not exceed the amount specified
in this policy.
(c) The interest rate in effect on the date a payment to the General Account
is received at the Principal Office is guaranteed for one year.
(d) The dollar amount of variable annuity payments will not be affected by
variations in actual mortality experience from the mortality assumptions
used in determining the first annuity payment.
The Company assumes the risk that actual mortality experience and expenses may
exceed the maximum charges made to cover such mortality and expenses. If actual
mortality experience and expenses exceed the amounts provided for such costs,
the Company will absorb the resultant losses. If actual mortality experience and
expenses are less than the amounts provided for such costs, the difference will
be a profit to the Company.
SURRENDER - PARTIAL REDEMPTIONS
1. Surrender Privilege The Owner may, by Written Request, surrender this policy
for its Surrender Value prior to the Annuity Date. The Surrender Value will be
based on the Accumulated Value as of the Valuation Date coincident with or next
following the date the Company receives the Written Request at its Principal
Office.
The Surrender Value for amounts allocated to a Separate Account shall be paid
within 7 days (plus any period of extension under applicable laws, rules and
regulations governing the redemption of variable annuities) from the date of
receipt of such Written Request.
The Surrender Value for amounts allocated to the General Account shall normally
be paid within 7 days from the date of receipt of such Written Request; however,
the Company may defer payment for up to 6 months from the date when the Written
Request is received. If payment of amounts allocated to the General Account is
deferred for 30 days or more, the amount payable will draw interest at a rate of
not less than 3% per year. When surrendered, this policy terminates. The Company
will then have no further liability under this policy.
2. Partial Redemption Privilege The Owner may, by Written Request, redeem a part
of the Accumulated Value of this policy, subject to the terms of this provision.
This privilege may be exercised before the Annuity Date and before the
Annuitant's death.
The amount of each Partial Redemption must be at least $200. No Partial
Redemption will be permitted if less than $1,000 would remain credited to the
policy after payment of the amount requested to be redeemed and deduction of any
applicable charge.
The Written Request must indicate the dollar amount to be paid and should
specify the account(s) from which value(s) is/are to be redeemed. If a Partial
Redemption is requested, the dollar amount of the request will be paid to the
Owner. In addition, the amount of any applicable Redemption Charge will be
deducted from the Accumulated Value on a last-in, first-out basis. The time
limits of the Surrender Privilege provision will apply to Partial Redemptions.
3. Free Withdrawal In each calendar year, Partial Redemptions not in excess of
the greater of (a) or (b) may be withdrawn free of any Redemption Charge:
(a) Cumulative earnings - calculated as the Accumulated Value as of the
Valuation Date coincident with or next following the date of receipt of
the Written Request reduced by total gross payments not previously
redeemed;
(b) ten percent of the Accumulated Value as of the Valuation Date coincident
with or next following the date of receipt of the Written Request reduced
by the total amount of any prior Partial Redemptions made in the same
calendar year to which no Redemption Charge was applied.
Regardless of whether the Free Withdrawal Amount is based upon (a) or (b) above,
it will first be deducted from cumulative earnings. To the extent that the Free
Withdrawal Amount exceeds cumulative earnings, the excess amount will be deemed
withdrawn from payments not previously redeemed on a last-in, first-out basis.
Form A3023-95 9
<PAGE>
SURRENDER - PARTIAL REDEMPTIONS (continued from page 9)
Any amounts redeemed in excess of the Free Withdrawal Amount will be subject to
a Redemption Charge as described below.
4. Life Expectancy Distribution Benefit In each Calendar Year, the amount of the
life expectancy distributions (LED) available under the Company's then current
life expectancy distribution rules that exceeds the Free Withdrawal Amount may
also be withdrawn without charge. LED is available only if the Owner and
Annuitant are the same individual.
5. Surrender and Redemption Charge If the Owner surrenders the policy or takes a
Partial Redemption before the Annuity Date and while the policy is in force, a
withdrawal charge may be imposed.
First, to determine the amount of any withdrawal charge, the Company will
determine any amounts available to be redeemed without charge for the current
calendar year in accordance with the Free Withdrawal privilege. Such amounts in
excess of cumulative earnings will be deemed to be taken first from payments
which have not been cancelled due to prior partial redemptions on a last-in,
first-out basis.
Second, the Company will withdraw any amounts available to be redeemed without
charge under the LED benefit provision.
Third, the Company will make withdrawals from the remaining payments which have
not been cancelled due to partial redemptions on a first-in, first-out basis.
Fourth, the Company will compute any applicable charges in accordance with the
following table of surrender charges until the total amount withdrawn equals the
amount of the partial withdrawal plus the withdrawal charge or until all
remaining payments have been exhausted:
Years Measured From Charge As A
Date of Payment Percentage Of the
To Date of Withdrawal Payments Withdrawn
--------------------- ------------------
More than 7 No Charge
7 3%
6 4%
5 5%
4 6%
0-3 7%
The withdrawal charge will then be deducted from the Accumulated Value on a
last-in first-out basis.
DEATH BENEFITS
1. Death of Annuitant Prior to Annuitization If the Annuitant dies while the
policy is in force prior to the Annuity Date, or in cases where the Owner and
Annuitant are different individuals and the Annuitant dies prior to the death of
the Owner, the Company upon receipt at its Principal Office of due proof of the
Annuitant's death will pay a Death Benefit to the Beneficiary equal to the
greatest of:
(a) the Accumulated Value of this policy as of the Valuation Date coincident
with or next following the date of receipt of due proof of the Annuitant's
death;
(b) the sum of the gross payments made under this policy reduced to reflect
all partial withdrawals. A partial withdrawal will reduce the gross
payments available as a Death Benefit in the same proportion that it
reduced the policy's Accumulated Value on the date of the withdrawal. For
each withdrawal, the reduction is calculated by multiplying the total
amount of gross payments by a fraction, the numerator of which is the
amount of the partial withdrawal and the denominator of which is the
Accumulated Value immediately prior to the withdrawal. (Example: Gross
payments total $8,000. A $3,000 withdrawal is made when the Accumulated
Value is $12,000. The Accumulated Value is reduced by 1/4, from $12,000
to $9,000, therefore the gross amount available as a Death Benefit under
(b) will also be reduced by 1/4 (8,000 X 3,000/12,000 = 2,000;
8,000-2,000 = 6,000.) Payments made after a withdrawal will increase the
Death Benefit under (b) by the amount of the payment; or
(c) the Death Benefit that would have been payable on the most recent fifth
policy anniversary increased for subsequent purchase payments and reduced
for subsequent partial withdrawals in the same proportion that the
policy's Accumulated Value was reduced on the date of the withdrawal.
Form A3023-95 10
<PAGE>
DEATH BENEFITS (continued from page 10)
If a joint Owner who is also the Annuitant dies, a Death Benefit will be paid to
the Beneficiary in accordance with the above provision.
If the deceased Annuitant is also the Owner or a joint Owner and the sole
Beneficiary is his or her spouse, the Beneficiary may upon Written Request,
elect to continue the policy in force and become the new Owner and Annuitant.
All other rights and benefits under this policy will continue except that any
subsequent spouse of the new Owner, if named as Beneficiary, will not be
entitled to continue the policy in force pursuant to this provision.
2. Death of Owner Prior to Annuitization If an Owner who is not also the
Annuitant predeceases the Annuitant prior to the Annuity Date while this policy
is in force, the Company will pay a Death Benefit equal to the Accumulated Value
of the policy as of the Valuation Date coincident with or next following the
date on which due proof of the Owner's death is received. This provision is also
applicable where the joint Owner who is not the Annuitant dies prior to the
Annuity date.
3. Payment of the Death Benefit Prior to Annuitization The Death Benefit is
ordinarily payable to the Beneficiary in one sum. Payment will be made within 7
days of the date on which due proof of death is received at the Company's
Principal Office. In lieu of immediate payment, the Beneficiary may by Written
Request:
(a) elect to defer the lump sum for a period not to exceed 5 years from the
date of death; or
(b) elect to receive the Death Benefit in the form of a life annuity for a
period certain not extending beyond the Beneficiary's life expectancy.
Annuity benefits must begin within one year from the date of death and
will be provided in accord with the Annuity Options of this policy.
4. After Annuitization If the Annuitant dies on or after the Annuity Date but
before the completion of all guaranteed annuity payments, any remaining payments
will be paid to the Beneficiary at least as rapidly as under the payment option
in effect on the date of the Annuitant's death. If there is more than one
Beneficiary, payment will be made in one sum. This sum will be the commuted
value of any unpaid payments certain commuted as of the Valuation Date
coincident with or next following receipt by the Company at its Principal Office
of due proof of death. Such commuted value will be computed on the basis of the
interest rate used in the determination of the annuity benefits.
Form A3023-95 11
<PAGE>
ANNUITY OPTIONS
1. Annuity Benefit The Owner may choose the form of benefit to be paid to the
Annuitant. The benefit will be limited to the Annuity Options set forth below,
and any other option offered by the Company for this class of policies.
If the Owner does not choose an option, Option I will apply.
This policy will be endorsed on the Annuity Date. The endorsement will set forth
the benefits payable to the Annuitant.
2. Funding of Annuity Options Variable Annuity Options may be funded through
Capital Growth Portfolio, Equity Income Portfolio and America Income Portfolio
unless otherwise changed by endorsement. All Fixed Annuity Options are funded
through the General Account.
3. Death Benefit Annuity The Owner may direct that all or part of any Death
Benefit payable before the Annuity Date be paid to the Beneficiary under one or
more of the Annuity Options provided in this policy.
If the Annuitant dies before the Annuity Date and before the Owner has chosen an
Annuity Option, the Beneficiary may choose an option.
A corporate or fiduciary Beneficiary may choose only Option V or X.
4. Proof of Age and Survival of Payee Proof of the payee's date of birth is a
condition precedent to payment of any annuity benefits under this policy. The
proof must be satisfactory to the Company, and must be received at its Principal
Office.
The Company may require evidence that a payee is living. Such evidence must be
satisfactory to the Company and may be required before any annuity payment is
made under this policy.
5. Minimum Payments Every Annuity Option must be paid on a monthly basis. The
initial monthly payment must be at least $50. If the chosen option produces an
initial monthly payment of less than $50, the Surrender Value or Death Benefit
will be paid in one sum. A single payment of the Surrender Value will be made to
the Owner. A single payment of the Death Benefit will be made to the
Beneficiary.
The Company reserves the right to increase the minimum payment to not more than
$500, subject to applicable state regulations.
The Annuity Value may be divided and applied to provide both a variable and
fixed annuity benefit, except that the amount so applied to each form of benefit
must produce an initial monthly payment of at least $50.
6. Payment Period Annuity payments to any payee shall cease with the last
payment due prior to the date of death of such payee (or surviving payee in the
case of joint payees) or with the later completion of all guaranteed payments,
as the case may be.
7. Number of Variable Annuity Units The number of Variable Annuity Units
determining the annuity benefits payable hereunder shall be equal to the dollar
amount of the first monthly benefit divided by the value of the Variable Annuity
Unit as of the Valuation Date used to calculate the dollar amount of the first
payment. Once payments have begun, the number of Variable Annuity Units will
remain fixed unless a split has been made as herein provided.
8. Annuity Value The Annuity Value to be applied under an Annuity Option will be
the amount described below; less any premium taxes payable by the Company as a
result of the Annuity Option selection:
(a) If Option V or X is chosen with a duration of 10 or more years and is
noncommutable--the Accumulated Value. Any other form of Option V or X--the
Surrender Value.
(b) If Option I, II, III, IV-A, IV-B, VI, VII, VIII, IX-A, IX-B or any other
Option offered by the Company involving a life contingency is chosen--the
Accumulated Value.
(c) If a Death Benefit Annuity is payable at any time--the amount of the Death
Benefit.
The amount applied under a Variable Annuity Option will be based on the
Accumulation Unit value on a Valuation Date not more than four weeks (uniformly
applied) preceding the Annuity Date.
Form A3023-95 12
<PAGE>
DESCRIPTION OF ANNUITY OPTIONS
1. Monthly Payments The amount of the first payment under Options I through III
and VI through VIII will be determined on the basis of:
(a) the age nearest birthday of the payee on the Annuity Date;
(b) the Annuity Value applied under the Option.
The amount of the first monthly payment under Options IV-A, IV-B, IX-A and IX-B
will be determined on the basis of:
(a) the Adjusted Ages of the payees on the Annuity Date;
(b) the Annuity Value applied under the Option.
The amount of the first payment under Options V and X will be based on the
number of years certain selected and the Annuity Value applied.
The amount of each subsequent payment under Options I, II, III, IV-A, IV-B and V
will vary in accordance with the value of the Variable Annuity Units. The amount
of each subsequent payment under Options VI through VIII, IX-A, IX-B, and X will
be in the same amount as the first payment; except that under Option IX-B, after
the death of the first payee, the amount of each payment to the surviving payee
shall be 2/3rds of the amount of the first payment.
All Annuity Options are based on an interest rate of 3 1/2% per annum.
2. Rates The first payment under an Annuity Option for each $1,000 of Annuity
Value applied will be the greater of:
(a) the rate per $1,000 of Annuity Value applied specified in the Company's
published Non-Guaranteed Current Annuity Option rates applicable to this
class of policies; or
(b) the rate set forth in this policy for the applicable Annuity Option.
3. Brief Description of Options
OPTIONS I AND VI--VARIABLE OR FIXED LIFE ANNUITY WITH 120 MONTHLY PAYMENTS
GUARANTEED
Monthly payments during the life of the payee. If the payee dies before 120
payments have been made, the monthly payments will continue to the Beneficiary
until a total of 120 payments have been made.
OPTIONS II AND VII--VARIABLE OR FIXED LIFE ANNUITY
Monthly payments during the life of the payee.
OPTIONS III AND VIII--UNIT REFUND VARIABLE OR FIXED LIFE ANNUITY
Monthly payments during the life of the payee. If the payee dies, the monthly
payments will be continued to the Beneficiary if (a) exceeds (b) below.
(a) the dollar amount of the Annuity Value applied under this option, divided
by the first monthly payment.
(b) the number of monthly payments made under this option before the death of
the payee.
If (a) exceeds (b), the monthly payments will continue until the total number of
payments equals the number determined in (a).
Form A3023-95 13
<PAGE>
DESCRIPTION OF ANNUITY OPTIONS (continued from page 13)
OPTIONS IV-A AND IX-A--JOINT AND SURVIVOR VARIABLE OR FIXED LIFE ANNUITY
Monthly payments jointly to two payees during their joint lives. One of the
payees must be the Annuitant. If this option is chosen after the Annuitant dies,
one of the payees must be the Beneficiary. The payments will continue during the
life of the survivor. The monthly payment to the survivor will be the same
amount which was paid during the joint lives of the two payees.
OPTIONS IV-B AND IX-B---JOINT AND TWO-THIRDS SURVIVOR VARIABLE OR FIXED LIFE
ANNUITY
Monthly payments jointly to two payees during their joint lives. One of the
payees must be the Annuitant. If this option is chosen after the Annuitant dies,
one of the payees must be the Beneficiary. The payments will continue during the
life of the survivor. The monthly payment to the survivor will be 2/3rds of the
amount which was paid during the joint lives of the two payees.
OPTIONS V AND X--VARIABLE OR FIXED ANNUITY CERTAIN
Monthly payments for a number of years. The number of years selected may be from
1 to 30.
Form A3023-95 14
<PAGE>
=============================Annuity Option Tables==============================
Showing Amount of First Monthly Annuity Benefit Payment
For Each $1,000 of Annuity Value Applied
- --------------------------------------------------------------------------------
Age OPTION I-Variable OPTION II-Variable OPTION III-Variable
Nearest OPTION VI-Fixed OPTION VII-Fixed OPTION VIII-Fixed
Birthday
- --------------------------------------------------------------------------------
Life Annuity Unit Refund
with 120 Monthly Life Life
Payments Guaranteed Annuity Annuity
--------------------------------------------------------------------
50 4.17 4.19 4.10
51 4.23 4.25 4.15
52 4.29 4.32 4.20
53 4.35 4.38 4.26
54 4.42 4.46 4.32
55 4.49 4.53 4.38
56 4.56 4.61 4.45
57 4.64 4.69 4.52
58 4.72 4.78 4.59
59 4.81 4.88 4.67
60 4.90 4.98 4.75
61 5.00 5.09 4.83
62 5.10 5.20 4.92
63 5.21 5.32 5.02
64 5.33 5.46 5.12
65 5.44 5.60 5.22
66 5.57 5.74 5.33
67 5.70 5.90 5.45
68 5.84 6.07 5.57
69 5.98 6.26 5.70
70 6.13 6.45 5.84
71 6.29 6.66 5.98
72 6.45 6.89 6.14
73 6.62 7.13 6.30
74 6.79 7.39 6.47
75 6.97 7.68 6.65
Form A3023-95 15 (Continued on page 16)
<PAGE>
=======================Annuity Option Tables (Continued)========================
- --------------------------------------------------------------------------------
Option IV-A-Variable
Option IX-A-Fixed
Joint and Survivor
Life Annuity
Older Age
- --------------------------------------------------------------------------------
50 55 60 65 70 75 80
- --------------------------------------------------------------------------------
Y 50 3.70 3.77 3.82 3.86 3.89 3.91 3.93
0
U 55 3.92 4.01 4.08 4.14 4.17 4.20
N
G 60 4.22 4.34 4.43 4.50 4.54
E
R 65 4.61 4.77 4.90 4.98
70 5.16 5.38 5.54
A
G 75 5.92 6.23
E
80 7.00
- --------------------------------------------------------------------------------
Option IV-B-Variable
Option IX-B-Fixed
Joint and Two Thirds Survivor
Life Annuity
Older Age
- --------------------------------------------------------------------------------
50 55 60 65 70 75 80
- --------------------------------------------------------------------------------
Y 50 4.03 4.16 4.31 4.47 4.65 4.83 5.02
0
U 55 4.33 4.50 4.69 4.89 5.10 5.32
N
G 60 4.72 4.95 5.19 5.44 5.69
E
R 65 5.25 5.55 5.87 6.18
70 5.99 6.39 6.79
A
G 75 7.03 7.57
E
80 8.50
- --------------------------------------------------------------------------------
Form A3023-95 16 (Continued on page 17)
<PAGE>
========================Annuity Option Tables (Continued)=======================
----------------------------------------------
OPTION V-Variable
OPTION X-Fixed
----------------------------------------------
Annuity Certain
Number of for a specified
Years Certain Number of Years
----------------------------------------------
1 84.65
2 43.05
3 29.19
4 22.27
5 18.12
6 15.35
7 13.38
8 11.90
9 10.75
10 9.83
11 9.09
12 8.46
13 7.94
14 7.49
15 7.10
16 6.76
17 6.47
18 6.20
19 5.97
20 5.75
21 5.56
22 5.39
23 5.24
24 5.09
25 4.96
26 4.84
27 4.73
28 4.63
29 4.53
30 4.45
----------------------------------------------
Form A3023-95 17
<PAGE>
GENERAL PROVISIONS
1. Entire Contract The entire contract consists of this policy and the written
application, a copy of which is attached at issue. All statements made in the
application shall be deemed representations and not warranties. The Company will
not use any statement to void this policy or defend a claim under it unless that
statement is in the application.
2. Misstatement of Age If a payee's age is misstated, the Company will adjust
all benefits under this policy to those that the Annuity Value applied would
have purchased at the correct age. Any underpayments already made by the Company
will be made up immediately. Any overpayments made by the Company will be
charged against the benefits due after the adjustment.
3. Modifications Agents are not authorized to modify this contract. Agents may
not extend the time or modify the conditions for making payments.
4. Incontestability Except for non-payment of the Initial Elective Payment, this
policy cannot be contested after it has been in force for two years from the
Date of Issue.
5. Change of Annuity Date Unless an earlier date is designated on the
application, the Annuity Date will be the later of:
(a) the first day of the calendar month before the Annuitant's 85th birthday;
or
(b) the tenth policy anniversary (not to exceed the first day of the calendar
month before the Annuitant's 90th birthday.)
The Owner may elect an alternative Annuity Date by Written Request at any time
after the policy has been issued. Such request must be received at the Company's
Principal Office at least one month before the new Annuity Date. The alternative
Annuity Date may be the first of any month prior to the Annuitant's 90th
birthday and must be within the life expectancy of the Annuitant. The Company
shall determine such expectancy at the time a change in the Annuity Date is
requested.
6. Annual Report The Company will furnish an annual report to the Owner
containing a statement of the number and value of the Accumulation Units
credited to the Sub-Accounts, the policy value of the General Account, and any
other information required by applicable law, rules and regulations.
7. Addition, Deletion, or Substitution of Investments The Company reserves the
right, subject to compliance with applicable law, to make additions to,
deletions from, or substitutions for the shares of a Fund that are held by the
Sub-Accounts or that the Sub-Accounts may purchase. The Company reserves the
right to eliminate the shares of any Fund if the shares of a Fund are no longer
available for investment or if, in the Company's judgment, further investment in
any eligible Fund should become inappropriate in view of the purposes of the
Sub-Accounts.
The Company will not substitute shares attributable to any interest in a
Sub-Account without notice to the Owner and any prior approval of the Securities
and Exchange Commission required by the Investment Company Act of 1940. This
shall not prevent the Separate Account from purchasing other securities for
other series or classes of policies, or from permitting a conversion between
series or classes of policies or contracts on the basis of requests made by
owners.
Form A3023-95 18
<PAGE>
GENERAL PROVISIONS (continued from page 18)
The Company reserves the right to establish additional Sub-Accounts and to make
such Sub-Accounts available to any class or series of policies as the Company
deems appropriate. Each new Sub-Account would invest in a new investment company
or in shares of another open-end investment company. Subject to obtaining any
required approvals or any consents required by applicable law, the Company also
reserves the right to eliminate or combine existing Sub-Accounts and to transfer
the assets of one or more Sub-Accounts to any other Sub-Accounts.
In the event of any substitution or change, the Company may, by appropriate
endorsement, make such changes in this and other policies as may be necessary or
appropriate to reflect the substitution or change. If the Company considers it
to be in the best interests of policyholders, the Separate Account or any
Sub-Account(s) may be operated as a management company under the Investment
Company Act of 1940, or it may be deregistered under that Act in the event
registration is no longer required, or it may be combined with other separate
accounts of the Company.
8. Change of Name Subject to compliance with applicable law, the Company
reserves the right to change the names of the Separate Account or the
Sub-Accounts.
9. Federal Tax Considerations The Company intends to make a charge for any
effect which the income, assets or existence of the Separate Account may have
upon its tax. The Separate Account presently is not subject to tax, but the
Company reserves the right to assess a charge for taxes if the Separate Account
at any time becomes subject to tax.
10. Splitting of Units The Company reserves the right to split the value of an
Accumulation Unit, an Annuity Unit, or both, if such action is deemed to be in
the best interest of the Owners, the Annuitants and the Company. In effecting
any such split of unit value, strict equity will be preserved and such split
will have no material effect upon the benefits, provisions or investment return
of this policy or upon the Owner, the Annuitant, any Beneficiary, or the
Company. A split may be effected either to increase or decrease the number of
units.
11. Insulation of Separate Account The investment performance of assets of the
Separate Account is determined separately from the other assets of the Company.
The assets of the Separate Account are not chargeable with liabilities arising
out of any other business which the Company may conduct.
Form A3023-95 19
<PAGE>
NOTICE - VOTING RIGHTS
Each Owner is entitled to vote at meetings of policyowners of those Sub-Accounts
to which payments are currently allocated under this policy; provided, however,
that after the Annuity Date only the Annuitant shall have the right to vote at
such meetings.
Prior to the Annuity Date, the number of votes which an Owner may cast at a
meeting of Sub-Account Owners shall be determined by dividing the dollar value
of the Accumulation Units of the Sub-Account by the net asset value of one Fund
share.
After the Annuity Date, an Annuitant under a variable annuity option may cast
the number of votes equal to:
(i) the amount of the reserve held in each Sub-Account to meet the annuity
obligations related to such Annuitant under the policy; divided by
(ii) the value of an applicable Accumulation Unit as of the record date for the
meeting.
Proper written notice of such meetings, as required by law, shall be given to
each Owner or Annuitant.
Owners and Annuitants entitled to vote, and the number of votes which each may
cast, shall be determined as of a record date within 90 days of the date of the
meeting. To be entitled to vote, a policyowner must be an Owner on both the
record date as of which the number of votes is determined and the date of the
meeting. In determining the number of votes a person may cast, fractional votes
shall be disregarded.
Elective Payment Variable Annuity Policy. Annuity Benefit payable to Annuitant
commencing at Annuity Date. Death Benefit payable at death of Annuitant prior to
Annuity Date. Non-Participating.
Form A3023-95 20
<PAGE>
[PIONEER LOGO] PIONEER VISION
Variable Annuity Application
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street, Worcester, MA 01653
1 ANNUITANT (Print clearly in black ink.)
First Middle Last
______________________________________________________________________________
Street Address Apt.
______________________________________________________________________________
City State Zip
______________________________________________________________________________
Daytime Telephone Sex Date of Birth
( ) |_| Male |_|Female / /
__________________ ________________________________
- --------------------------------------------------------------------------------
2 OWNER (Complete only if different from Annuitant or if Joint Owners)
First Middle Last
______________________________________________________________________________
Street Address Apt.
______________________________________________________________________________
City State Zip
______________________________________________________________________________
Date of Birth Date of Birth S.S. #/Tax ID. #_________________
/ / / / Sex |_|Ma1e |_|Female
- --------------------------------------------------------------------------------
3 BENEFICIARY
Primary
______________________________________________________________________________
Contingent
______________________________________________________________________________
- --------------------------------------------------------------------------------
4 TYPE OF PLAN
|_| Nonqualified |_| 403(b) TSA
|_| Nonqualified Deferred Comp. |_| 408(B) IRA
|_| 401(a) Pension/Profit Sharing |_| 408(k) SEP-IRA
|_| 401(k) Profit Sharing |_| 457 Deferred Comp.
- --------------------------------------------------------------------------------
5 INITIAL PAYMENT
Initial Payment Amount $ _____________________________________________________
If IRA or SEP-IRA application, the applicant has received Disclosure Buyer's
Guide and this payment is a (check one)
|_| Rollover |_| Trustee to Trustee Transfer
|_| Regular or SEP-IRA Payment for Tax Year __________________________________
- --------------------------------------------------------------------------------
6 ALLOCATION OF PAYMENTS
__ __ __ . __% International Growth Portfolio
__ __ __ . __% Capital Growth Portfolio
__ __ __ . __% Real Estate Growth Portfolio
__ __ __ . __% Equity-Income Portfolio
__ __ __ . __% Balanced Portfolio
__ __ __ . __% America Income Portfolio
__ __ __ . __% Money Market Portfolio
__ __ __ . __% General Account-Fixed Interest
__ __ __ . __% ________________________________
__ __ __ . __% ________________________________
__ __ __ . __% ________________________________
__ __ __ . __% ________________________________
__ __ __ . __% ________________________________
1 0 O . 0 %Total
-- -- -- . --
Note: If the policy applied for provides for a full refund of the initial
payment under its "Right to Examine" provision, that portion of each
payment not allocated to the General Account will be allocated solely to
the Money Market Portfolio during its first 15 days. Reallocation will
then be made as specified.
- --------------------------------------------------------------------------------
7 ANNUITY DATE
|_| First of month after age 70 (Qualified)
|_| First of (Month & Year) ______ /______
- --------------------------------------------------------------------------------
8 REPLACEMENT
Will the proposed policy replace or change any existing annuity or
insurance policy?
|_| No |_| Yes (If yes, list company name and
policy number) _______________________________________________________________
- --------------------------------------------------------------------------------
9 REMARKS
Note: Qualified Plans require additional forms.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
10 SIGNATURES
It is understood, and agreed that: (1) the above information is true and
complete to the best of my knowledge; (2) this application, a copy of which
will be attached to the policy when issued, will become a part of the policy
issued; (3) no agent is authorized to modify the terms of the prospectus,
this application or any policy. I acknowledge receipt of a current prospectus
describing the policy I am applying for. I understand that annuity payments
and other values, when based on the investment experience of a separate
account, are variable and not guaranteed as to fixed dollar amount.
FRAUD STATEMENT: Any person who knowingly and with intent to defraud any
insurance company or other person files an application for insurance or
statement of claim containing any materially false information or conceals
for the purpose of misleading, information concerning any fact material
thereto commits a fraudulent insurance act, which is a crime and subjects
such person to criminal and civil penalties.
___________________________________ ______________________________________
Signature of Owner Signed at (City and State) Date
___________________________________ ______________________________________
Signature of Owner Signature of Registered Representative
Form #2134PA (3/95)
<PAGE>
AGREEMENT FOR LOCKBOX SERVICES
This Agreement is entered into as of July 1, 1997, by and between Boston
Financial Data Services Inc. ("BFDS") and First Allmerica Financial Life
Insurance Company, its subsidiaries and affiliates ("Customer") for the
lockbox services provided in the Exhibit(s) attached hereto and hereby made a
part of this Agreement.
WHEREFORE the parties hereto in consideration of the mutual covenants
contained herein and intending to be legally bound, agree as follows:
A. SERVICES:
Upon Customer's authorization of the postmaster in Boston to permit employees
of BFDS to access the P.O. Box specified and subject to the terms and
conditions of this Agreement, BFDS hereby agrees to provide Customer with the
services described in the Exhibit(s) attached hereto.
B. INVOICES:
As compensation for services hereunder, Customer shall pay BFDS mutually
agreed upon fees and expenses as specified in Exhibit _A_. These fees will
remain in effect for a period of three years with an allowable increase in
year two and three no greater than the calculated Northeast CPI for the
previous period. In addition, BFDS will charge such account for all
reasonable out-of-pocket expenses, such as courier fees, incurred by BFDS in
connection with any rent paid by BFDS for the P.O. Box. Payment on all
invoices submitted by BFDS shall be due net thirty (30) days from receipt of
invoice.
C. TERMINATION:
This Agreement may be terminated by either party with material cause at any
time by 30 days prior written notice to the other, and without cause at any
time by 90 days prior written notice to the other. Either party may
terminate this Agreement at any time on notice to the other in the event of
dissolution or insolvency or the commencement of any proceedings under any
bankruptcy or insolvency law by or against the other.
D. LIABILITY AND INDEMNIFICATION:
Notwithstanding anything to the contrary contained herein, neither party, in
performing its duties under this Agreement, shall be liable to the other
except for gross negligence or willful misconduct. Neither party shall be
liable for special or consequential damages. BFDS shall maintain fidelity
bonding of at least $1,000,000.00 for claims arising from fraudulent or
dishonest acts on the part of any BFDS employee, which shall be underwritten
by reputable insurer(s) licensed to do business in the Commonwealth of
Massachusetts and having an A. M. Best rating of "A" or better. Within ten
(10) days from Customer's request therefor, BFDS shall provide to Customer
either (a) copies of all relevant insurance policies, or (b) Certificates of
Insurance reasonably specifying the policies required hereunder.
E. FORCE MAJEURE:
Neither party shall be responsible for delays or failure in performance
resulting from causes beyond its control, including, without limitation, acts
of God, riots, acts of war, governmental regulations, fire, communication
line failures, power failures, earthquakes, or other disasters.
F. NO ADVERTISEMENT:
BFDS shall not (a) make any mention of this Agreement in any advertisement or
promotional material; or (b) issue or release any publicity statement or
release concerning this Agreement or the services provided, or to be
provided,
<PAGE>
hereunder, without the written consent of Customer being first obtained.
G. SOLICITATION:
BFDS shall not solicit any of Customer's employees while said employees are
employed by Customer, and for one (1) year following the date that Customer's
employee has terminated employment with Customer, unless otherwise expressly
agreed in writing by Customer.
H. CONFIDENTIALITY:
As used herein, the term "confidential information" shall mean non-public
information that either party designates as confidential, or which, under the
circumstances, ought to be treated as confidential. Confidential information
may be in any tangible form, including without limitation written or printed
text or documents, audio or video tapes, CD's or disks and computer disks or
tapes, whether in machine readable or user readable form. Confidential
information shall include without limitation information relating directly or
indirectly to the marketing or promotion of either party's products, released
or unreleased software or other programs, trade secrets, business policies
and/or practices, and any information received by or about third parties,
including claimants, that either party is obligated to treat as confidential.
Customer and BFDS hereby acknowledge and agree that, in providing sufficient
information or access to BFDS to allow BFDS to perform in accordance with
this Agreement, or otherwise allowing BFDS to perform as required hereunder,
Customer and/or its agents, servants, customers or employees may disclose to
BFDS, or BFDS may otherwise obtain, certain information that is confidential
and/or proprietary to Customer and/or its agents, servants, employees,
customers or the dependents thereof. Customer and BFDS hereby also
acknowledge and agree that, in providing sufficient information or access to
Customer to allow Customer to perform in accordance with this Agreement, or
otherwise allowing Customer to perform as required hereunder, BFDS and/or its
agents, servants, customers or employees may disclose to Customer, or
Customer may otherwise obtain, certain information that is confidential
and/or proprietary to BFDS and/or its agents, servants, employees, customers
or the dependents thereof. Accordingly, the parties hereby agree to keep
such information confidential and prevent its unauthorized disclosure. Each
party shall: (a) not make any copies of the other's (and/or its agents'
servants' or employees', or customers') confidential information without
first obtaining the written consent of such other and/or the appropriate
individual(s) therefor; (b) not utilize any confidential information of the
other (and/or any confidential information of its agents, servants,
employees, or customers) except in the furtherance of the obligations and
responsibilities specified hereunder, and for no other purpose(s) whatsoever;
and (c) return any such confidential information in its possession to the
other immediately upon (i) the other's demand therefor, (ii) the
accomplishment of the purpose for which such confidential information is or
was held or obtained, or (iii) the expiration or other termination of this
Agreement. In the event of any breach or threatened breach by either party
(or any of either party's agents, servants, vendors, principles, owners,
affiliated persons or employees) of the covenants, agreements and/or
conditions contained in this section, the other party and/or the appropriate
agents, servants, employees, claimants, or customers shall be entitled to an
injunction prohibiting such breach in addition to any other legal and/or
equitable remedies available to them and/or the appropriate individual(s) in
connection with such breach. The parties acknowledge that any confidential
information disclosed to it is valuable, proprietary and unique and that any
disclosure thereof in breach of this Agreement shall result in irreparable
harm. The agreements, covenants and conditions contained in this section
shall survive the expiration or any earlier termination of this Agreement.
I. ASSIGNMENT:
II.
Notwithstanding the foregoing, Customer may, without the consent of BFDS,
assign or transfer this Agreement to any present or future affiliate or
<PAGE>
subsidiary of First Allmerica Financial Life Insurance Company. BFDS agrees
to release Customer from all obligations under this Agreement in the event
that such obligations are assumed under the preceding sentence by a
corporation or entity whose financial responsibility is equivalent to or
greater than that of Customer. As used herein, the term "Customer" shall
include First Allmerica Financial Life Insurance Company and all of its
present or future affiliates or subsidiaries, including without limitation
all corporate successors of any of the foregoing that may result from merger,
consolidation, reorganization, demutualization or conversion. As used
herein, the term "affiliate" shall include any entity controlling, controlled
by or under common control with, First Allmerica Financial Life Insurance
Company, or which following a merger, consolidation, demutualization or
reorganization involving First Allmerica Financial Life Insurance Company is
controlled by an entity that controlled First Allmerica Financial Life
Insurance Company or that First Allmerica Financial Life Insurance Company
controlled or that was under common control with First Allmerica Financial
Life Insurance Company, in each case, prior to such merger, consolidation,
demutualization or reorganization. BFDS may not, without the consent of
Customer, assign or transfer this Agreement to any present or future
affiliate or subsidiary of Boston Financial Data Services, Inc.
J. NOTICE:
Any notice under this Agreement shall be deemed to have been given if sent by
mail, postage prepaid, to the following addresses: if to Customer - First
Allmerica Financial Life Insurance Company, 440 Lincoln Street, Worcester, MA
01653, Attn: Manager, Cash Management, N479; or such other address as
Customer may designate by written notice to BFDS; if to BFDS - Boston
Financial Data Service, Inc., 2 Heritage Drive, No. Quincy, MA 02171,
Attention: Cash Management Services, 1st Floor.
K. SEVERABILITY:
Each and every covenant, provision, term and clause contained in this
Agreement is severable from the others, and each such covenant, provision,
term and clause shall be valid and effective notwithstanding the invalidity
or unenforceability of any other such covenant, provision, term or clause.
L. ENTIRE AGREEMENT:
This Agreement constitutes the entire Agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof,
whether written or oral, and may not be changed or otherwise terminated,
orally or otherwise, except as expressly provided herein or by an instrument
in writing signed by a duly authorized representative of Customer and BFDS.
M. GOVERNING LAW:
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
The Exhibits attached hereto are hereby made a part of this Agreement.
Additional Exhibits may be added to this Agreement if set forth in a writing
signed by a duly authorized representative of both parties. If any terms are
inconsistent between this Agreement and any Exhibits attached hereto, the
terms of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto by their duly authorized
representatives have executed this Agreement effective as of the date first
written above.
BOSTON FINANCIAL DATA SERVICES, INC.
BY: /s/ STEPHEN HILL
<PAGE>
EXHIBIT A
(ALLMERICA FINANCIAL FEE PROPOSAL BOSTON FINANCIAL DATA SERVICES MAY 1997)
(REV. 7-14-97)
<PAGE>
Allmerica Financial
440 Lincoln Street
Worcester, MA 01653
Re: Retail Lockbox Agreement (Page 1 of 3)
Boston Financial Data Services Inc, ("BFDS") is pleased to establish a
lockbox service for your organization. The lockbox will be operated in
conjunction with Post Office Box No (the "P.O. Box") (See Attached) Boston,
MA, our unique zip code of 02266, and your deposit account(s) at Bank of
Boston entitled (the "Account").
We understand that you have authorized the postmaster in Boston to
permit employees of BFDS to access the P.O. Box. Subject to the terms of
this Agreement, BFDS hereby agrees to provide the following services:
1. BFDS will collect all mail received at the P.O. Box at
various times each day.
2. All checks removed by BFDS from the P.O. Box will be deposited
into the Account as instructed within the client's operating
procedures.
3. BFDS shall not have any responsibilities to read any letter
or other communication received in the P.O. Box, although
checks received with any letter or other communication will
be deposited in the Account. Likewise, any post-dated check
which BFDS determines will be received by the drawee bank by
the date of such check will be deposited in the Account.
BFDS is authorized to endorse checks deposited in the Account
with the endorsement "absence of endorsement guaranteed" or
other similar endorsements and you agree to indemnify BFDS
against any loss, cost or expense resulting from such
endorsement.
4. All processing, depositing and collection of checks shall be
subject to the established procedures followed from time to
time by BFDS in connection with any regular deposit received
by BFDS.
5. Checks returned unpaid because of insufficient funds will be
automatically forwarded for collection a second time; if
unpaid after the second presentation, such checks, together
with advice of debit, will be sent to you.
6. As compensation for services hereunder, you shall pay BFDS mutually
agreed upon fees and expenses.
These fees are to be applied to your account and will remain in effect
for a period of three years with an allowable increase in year two and
three no greater than the calculated Northeast CPI for the previous
period. In addition, BFDS will charge the Account for all out-of-pocket
expenses, such as courier fees, incurred by BFDS in connection with any
rent paid by BFDS for the P.O. Box.
7. This Agreement may be terminated by either party at any time by 90- days
prior written notice to the other, provided that BFDS may terminate this
Agreement at any time on notice to you in the event of your dissolution
or
<PAGE>
insolvency or the commencement of any proceedings under any bankruptcy or
insolvency law or by or against you.
8. BFDS, in performing its duties under this Agreement, shall not be liable
to you except for gross negligence or willful misconduct. BFDS shall
not be responsible for delays or failure in performance resulting from
causes beyond its control including, without limitation, acts of God,
strikes, lockouts, riots, acts of war, governmental regulations, fire,
communication line failures, power failures, earthquakes or other
disasters. BFDS shall also not be liable for special or consequential
damages.
9. Any notice under this Agreement shall be deemed to have been given if
sent by mail, postage prepaid, to the following addresses: If to you,
the address set forth on page one hereof, or to such other address as
you may designate by written notice to BFDS; if to BFDS, Boston
Financial Data Service, Inc., 2 Heritage Drive, No. Quincy, MA 02171,
Attention: Cash Management Services, 1st Floor.
10. This Agreement constitutes the entire Agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof, whether written or oral.
11. BFDS hereby agrees that all records which it maintains on behalf of
Allmerica are property of Allmerica, and further agrees to surrender
promptly to Allmerica such records upon Allmerica's request. However,
BFDS has the right to make copies of such records, in its discretion.
To the extent that any records maintained on behalf of Allmerica are
subject to section 31a-1 under the Investment Company Act of 1940 ("1940
Act"), BFDS agrees to preserve such records for the periods prescribed
by rule 31a-2 under the 1940 Act.
12. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
SEC, the NASD, and state insurance regulators) and shall permit such
authorities reasonable access to its books and records in conjunction
with any investigation or inquiry relating to the services to be
provided by BFDS. Notwithstanding the generality of the foregoing, each
party hereto further agrees to furnish the Insurance Commissioner of any
state with any information or reports in connection with services
provided under this Agreement which such Commissioner may reasonably
request in order to ascertain whether the variable contracts operations
of Allmerica are being conducted in a manner consistent with the state's
regulations concerning variable contracts and any other applicable law
or regulation.
13. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
BOSTON FINANCIAL DATA SERVICES INC.
BY: /s/ Stephen Hill
TITLE: Vice President
DATE: 11/4/97
ALLMERICA FINANCIAL
BY: /s/ Edward A. Ostrout
TITLE: Assistant Treasurer
DATE: 11/5/97
<PAGE>
Service Level Agreement
Boston Financial Data Services
First Allmerica Financial Life Insurance Company
and
Allmerica Financial Life Insurance and Annuity Company
THIS AGREEMENT is entered into as of this _____ day of January, 1998 by and
among First Allmerica Financial Life Company and Allmerica Financial Life
Insurance and Annuity Company (collectively, "Allmerica") and Boston Financial
Data Services, Inc., ("BFDS").
WHEREAS, Allmerica and BFDS have entered into a Retail Lockbox Agreement and
Allmerica wishes to obtain from BFDS additional mailroom services in connection
with said Retail Lockbox Agreement,
NOW, THEREFORE, in consideration of their mutual promises, Allmerica and BFDS
hereby agree as follows:
1. SERVICES
BFDS hereby agrees to provide Customer with Services ("Services")
according to the specifications ("Service Levels") described in the
following Exhibits(s), which are attached hereto and made a part of this
Agreement:
1. Exhibit B "Boston Financial Data Services--Operations Support Services--
Service
Level Agreement--Allmerica Financial"
2. Exhibit C "Allmerica Financial--Notes for BFDS on Allmerica's intended
Procedures"
Additional Exhibits may be added to this Agreement if set forth in a writing
signed by duly authorized representatives of both parties. If any terms are
inconsistent between this Agreement and any exhibits attached hereto, the
terms of this Agreement shall prevail.
Material failure to provide the Services and Service Levels set forth in the
Exhibits shall be considered a Default for the purposes of section 4.
TERMINATION.
2. COMPENSATION
As compensation for services hereunder, Customer shall pay BFDS mutually
agreed upon fees and expenses as specified in Exhibit A.
<PAGE>
3. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary contained herein, neither party, in
performing its duties under this Agreement, shall be liable to the other
except for gross negligence or willful misconduct. Neither party shall be
liable for special or consequential damages. BFDS shall maintain fidelity
bonding of at least $1,000,000 for claims arising from fraudulent or
dishonest acts on the part of any BFDS employee, which shall be underwritten
by reputable insurers(s) licensed to do business in the Commonwealth of
Massachusetts and having an A.M. Best rating of "A" or better. Within ten
(10) days from Customer's request therefor, BFDS shall provide to Customer
either (a) copies of all relevant insurance Policies, or (b) Certificates of
Insurance reasonably specifying the policies required hereunder.
Neither party shall not responsible for delays or failure in performance
resulting from causes beyond its control including, without limitation,
acts, of God, strikes, lockouts, rots, acts of war, governmental
regulations, fire, communication line failures, power failures, earthquakes
or other disasters.
4. TERMINATION
This Agreement may be terminated: (a) by either party at any time by 90 days
prior written notice to the other; (b) at any time by mutual written consent
of the parties; or (c) by either party immediately, upon notice to the other
party that the other party is in Default. The occurrence of any one or more
of the following events shall constitute a Default under the Agreement by
the party to whom the event relates:
(a) Any failure or refusal by a party to substantially perform or satisfy
any material term or condition of the Agreement, if such failure or
refusal continues for more than 30 days after the earlier of (i) notice
thereof to such defaulting party by the other party, or (ii) actual
knowledge by the failing party that it is failing to perform or satisfy a
material term or condition of the Agreement.
(b) The voluntary or involuntary bankruptcy or insolvency of a party, the
voluntary or involuntary dissolution or liquidation of a party, the
admission in writing by a party of its inability to pay its debts as
they mature, or the assignment by a party for the benefit of creditors.
- 2 -
<PAGE>
5. NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at
such other address as such party may from time to time specify in writing to
the other party.
If to the Fund:
Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, MA 02171
If to Allmerica:
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
Attention: William Hayward, Vice President
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
Attention: William Hayward, Vice President
6. RECORDS
BFDS hereby agrees that all records which it maintains on behalf of
Allmerica are the property of Allmerica, and further agrees to surrender
promptly to Allmerica such records upon Allmerica's request. However, BFDS
has the right to make copies of such records, in its discretion. To the
extent that any records maintained on behalf of Allmerica are subject to
section 312a-1 under the Investment Company Act of 1940 ("1940 Act") BFDS
agrees to preserve such records for the periods prescribed by Rule 31a-2
under the 1940 Act.
7. COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
8. SEVERABILITY
Each and every covenant, profession, term and clause contained in this
Agreement is severable from the others, and each such covenant, provision,
term and clause shall be valid and effective notwithstanding the invalidity
or unenforceability of any other such covenant, provision, term, or clause.
If any provision of the Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
- 3 -
<PAGE>
9. ASSIGNMENT
Customer may, without the consent of BFDS, assign or transfer this Agreement
to any present or future affiliate or subsidiary of First Allmerica
Financial Life Insurance Company. As used herein, the term "affiliate"
shall include any entity controlling, controlled by or under common control
with, First Allmerica Financial Life Insurance Company. BFDS may not,
without the consent of Customer, assign or transfer this Agreement to any
present or future affiliate or subsidiary of BFDS. This Agreement or any of
the rights and obligations hereunder may not be assigned by any party
without the prior written consent of all parties hereto.
10. REGULATORY AUTHORITIES
Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD,
and state insurance regulators) and shall permit such authorities reasonable
access to its books and records in connection with any investigation or
inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the Insurance Commissioner of any state with any
information or reports in connection with services provided under this
Agreement which such Commissioner may request in order to ascertain whether
the insurance operations of the Company are being conducted in a manner
consistent with applicable laws and regulations.
11. CAPTIONS
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12. CONTROLLING LAW
This Agreement shall be governed by and its provisions shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
- 4 -
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ William Hayward
-----------------------------------------------------
Title: Vice President & Managing Director
-----------------------------------------------------
Date: 2/6/98
-----------------------------------------------------
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ William Hayward
-----------------------------------------------------
Title: Vice President & Managing Director
-----------------------------------------------------
Date: 2/6/98
-----------------------------------------------------
BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ John E. Ciardi
-----------------------------------------------------
Title: Vice President - Operations Support Services
-----------------------------------------------------
Date: 2/4/98
-----------------------------------------------------
- 5 -
<PAGE>
April 15, 1998
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
RE: SEPARATE ACCOUNT VA-P (PIONEER VISION) OF ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FILE #'S: 33-85916 AND 811-8848
Gentlemen:
In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Separate Account VA-P
on Form N-4 under the Securities Act of 1933 and the Investment Company Act of
1940, with respect to the Company's qualified and non-qualified variable annuity
contracts.
I am of the following opinion:
1. Separate Account VA-P is a separate account of the Company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.
2. The assets held in Separate Account VA-P are not chargeable with
liabilities arising out of any other business the Company may conduct.
3. The individual variable annuity contracts, when issued in accordance with
the Prospectus contained in the Registration Statement and upon compliance
with applicable local law, will be legal and binding obligations of the
Company in accordance with their terms and when sold will be legally
issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment to the Registration Statement for Separate Account VA-P
on Form N-4 under the Securities Act of 1933.
Very truly yours,
/s/ Sylvia Kemp-Orino
Sylvia Kemp-Orino
Assistant Vice President and Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 9 to the Registration
Statement of the Separate Account VA-P of Allmerica Financial Life Insurance
and Annuity Company on Form N-4 of our report dated February 3, 1998,
relating to the financial statements of Allmerica Financial Life Insurance
and Annuity Company, and our report dated March 25, 1998, relating to the
financial statements of the Separate Account VA-P -- Pioneer Vision of
Allmerica Financial Life Insurance and Annuity Company, both of which appear
in such Statement of Additional Information. We also consent to the reference
to us under the heading "Experts" in such Statement of Additional
Information.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
April 23, 1998
<PAGE>
PARTICIPATION AGREEMENT
Among
SMA LIFE ASSURANCE COMPANY
PIONEER VARIABLE CONTRACTS TRUST
And
PIONEER FUNDS DISTRIBUTOR, INC.
THIS AGREEMENT, made and entered into this 22nd day of December 1994 by and
among SMA LIFE ASSURANCE COMPANY, a Delaware corporation ("Company"), on its own
behalf and on behalf of each separate account of the Company named in Schedule 2
to this Agreement as in effect at the time this Agreement is executed and such
other separate accounts that may be added to Schedule 2 from time to time in
accordance with the provisions of Article XI of this Agreement (each such
account referred to as the "Account" and collectively as "Accounts"), PIONEER
VARIABLE CONTRACTS TRUST, a Delaware business trust ("Fund"), and PIONEER FUNDS
DISTRIBUTOR, INC., a Massachusetts corporation (the "Distributor").
WHEREAS, the Fund is engaged in business as an open-end management investment
company and wishes to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively referred to as "Variable Insurance Contracts" and the owners of
such products being referred to as "Contract Owners") to be offered by insurance
companies which have entered into participation agreements with the Fund
("Participating Insurance Companies"); and
WHEREAS, the shares of the Fund (the "Fund shares") consist of separate classes
or series of shares, each designated a "Portfolio" and each series of shares
("Portfolio shares") representing an interest in a particular managed portfolio
of securities and other assets; and
WHEREAS, the Fund has filed a registration statement (referred to herein as the
"Fund Registration Statement" and the prospectus contained therein, or filed
pursuant to Rule 497 under the 1933 Act, referred to herein as the "Fund
Prospectus") with the Securities and Exchange Commission (the "SEC") on Form
N-1A to register itself as an open-end management investment company (File No.
811-8786) under the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Fund shares (File No. 33-84546) under the Securities Act of 1933, as
amended (the "1933 Act"); and
WHEREAS, the Company has filed or will file a registration statement with the
SEC to register under the 1933 Act certain variable annuity contracts described
in Schedule 1 to this Agreement, as may be amended from time-to-time (the
"Contracts"), each such registration statement for a class or classes of
contracts listed on Schedule 1 being referred to as the "Contracts Registration
Statement" and the prospectus for each such class or classes being referred to
herein as the "Contracts Prospectus," and the owners of such contracts,
WHEREAS, each Account is a validly existing separate account duly authorized and
established by resolution of the Board of Directors of the Company on the date
set forth on Schedule 2, and sets aside and invests assets attributable to the
Contracts; and
WHEREAS, the Company has registered or will have registered each Account with
the SEC as a unit investment trust under the 1940 Act before any Contracts are
issued by the Account; and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and
1
<PAGE>
WHEREAS, the Distributor and the Fund have entered into a Distribution Agreement
(the "Fund Distribution Agreement") dated December 22, 1994 pursuant to which
the Distributor will distribute Fund shares; and
WHEREAS, Pioneering Management Corporation and Pioneer Winthrop Advisors (the
"Investment Managers") are registered as investment advisers under the 1940 Act
and any applicable state securities laws and serve as investment managers to the
Fund: and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase Portfolio shares on behalf of the Accounts to
fund the Contracts and the Distributor is authorized to sell such shares to unit
investment trusts such as the Accounts at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:
ARTICLE I. Transactions in Fund Shares
1.1. The Fund agrees to sell to the Company those shares of the Fund which the
Company orders on behalf of the Accounts, executing such orders on a daily basis
in accordance with Section 1.4 of this Agreement.
1.2. The Fund agrees to make the shares of its Portfolios available for purchase
by the Company on behalf of the Accounts at the then applicable net asset value
per share on Business Days as defined in Section 1.4 of this Agreement, and the
Fund shall use reasonable efforts to calculate such net asset value on each such
Business Day. Notwithstanding any other provision in this Agreement to the
contrary, the Board of Directors of the Fund (the "Board") may suspend or
terminate the offering of Fund shares of any Portfolio, if such action is
required by law or by regulatory authorities having jurisdiction or if, in the
sole discretion of the Board acting in good faith and in light of its fiduciary
duties under Federal and any applicable state laws, suspension or termination is
necessary and in the best interests of the shareholders of any Portfolio.
1.3. The Fund agrees to redeem, upon request, any full or fractional shares of
the Fund held by the Accounts or the Company, executing such requests at net
asset value on a daily basis in accordance with Section 1.4 of this Agreement
and applicable provisions of the 1940 Act. Notwithstanding the foregoing, the
Fund may delay redemption of Fund shares to the extent permitted by the 1940
Act, or any rules, regulations or orders thereunder.
1.4. (a) For purposes of Sections 1.1, 1.2 and 1.3, the Company shall be the
agent of the Fund for the limited purpose of receiving redemption and purchase
requests from the Account (but not from the general accounts of the Company),
and receipt on any Business Day by the Company as such limited agent of the Fund
by the time prescribed in the current Contracts Prospectus (which as of the date
of execution of this Agreement is expected to be 4 p.m.). shall constitute
receipt by the Fund on that same Business Day, provided that the Fund receives
notice of such redemption or purchase request by 11:00 a.m. Eastern Time on the
next following Business Day. For purposes of this Agreement, "Business Day"
shall mean any day on which the New York Stock Exchange is open for trading or
as otherwise provided in the Fund's then currently effective Fund Prospectus.
(b) The Company shall pay for shares of each Portfolio on the same day
that it places an order with the Fund to purchase those Portfolio shares.
Payment for Portfolio shares will be made by the Account or the Company in
Federal funds transmitted to the Fund by wire to be received by 11:00 a.m.
on the day the Fund is notified of the purchase order for Portfolio shares
(unless sufficient
2
<PAGE>
proceeds are available from redemption of shares of other Portfolios). If
Federal funds are not received on time, such funds will be invested, and
Portfolio shares purchased thereby will be issued, as soon as practicable.
(c) Payment for Portfolio shares redeemed by the Accounts or the Company
will be made in Federal Funds transmitted to the Company by wire on the day the
Fund is notified of the redemption order of Fund shares (unless redemption
proceeds are applied to the purchase of shares of other Portfolios), except that
the Fund reserves the right to delay payment of redemption proceeds, but in no
event may such payment be delayed longer than the period permitted under Section
22(e) of the 1940 Act. The Fund shall bear no responsibility whatsoever for the
disbursement or crediting of redemption proceeds.
1.5. Issuance and transfer of Fund shares will be by book entry only. Stock
certificates will not be issued to the Company or the Accounts. Purchase and
redemption orders for Fund shares will be recorded in an appropriate ledger for
the Account or the appropriate SubAccount of the Account.
1.6. The Fund shall furnish notice as soon as reasonably practicable to the
Company of any income dividends or capital gain distributions payable on Fund
shares. The Company hereby elects to receive all such dividends and
distributions as are payable on any Portfolio shares in the form of additional
shares of that Portfolio. The Company reserves the right to revoke this election
and to receive all such dividends in cash. The Fund shall notify the Company of
the number of Portfolio shares so issued as payment of such dividends and
distributions.
1.7. The Fund shall use its best efforts to make the net asset value per share
for each Portfolio available to the Company by 7 p.m. Eastern Time each Business
Day, and in any event, as soon as reasonably practicable after the net asset
value per share for such series is calculated, and shall calculate such net
asset value in accordance with the then currently effective Fund Prospectus.
Neither the Fund, the Distributor, nor the Investment Managers nor any of their
affiliates shall be liable for any information provided to the Company pursuant
to this Agreement which information is based on incorrect information supplied
by the Company to the Fund, the Distributor or the Investment Managers.
1.8. While this Agreement is in effect, the Company agrees that all amounts
available for investment under the Contracts shall be invested only in the Fund
and/or allocated to the Company's general account, provided that such amounts
may also be invested in an investment other than the Fund if:
(a) such other investment company is advised by the Fund's investment
managers;
(b) the Fund and/or the Distributor, in their sole discretion, consents to
the use of such other investment company;
(c) this Agreement is terminated pursuant to Article X of this Agreement.
The Company also agrees that it will not take any action to operate the Accounts
as management investment companies under the 1940 Act without the Fund's and
Distributor's prior written consent.
1.9. The Fund and the Distributor agree that Fund shares will be sold only to
Participating Insurance Companies, their separate accounts, and to certain
qualified pension plans, as may be permitted by Section 817 of the Internal
Revenue Code of 1986, as amended. The Fund and the Distributor will not sell
Fund shares to any insurance company, separate account, or qualified pension
plan unless an agreement containing provisions substantially the same as Article
VII of this Agreement, as it may be amended from time to time, is in effect to
govern such sales. No Fund shares of any Portfolio will be sold to the general
public.
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ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants:
(a) that the Contracts are registered under the 1933 Act or will be so
registered before the issuance thereof;
(b) that the Contracts will be issued in compliance in all material
respects with all applicable Federal and state laws; and
(c) that the Company will require of every person distributing the
Contracts (i) that the Contracts be offered and sold in compliance in all
material respects with all applicable Federal and state laws and (ii) that
at the time it is issued each Contract is a suitable purchase for the
applicant therefor under applicable state insurance laws.
The Company further represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it has legally and
validly authorized each of its Accounts as a separate account under the
insurance law of its state of domicile, and has registered or, prior to the
issuance of any Contracts, will register the Accounts as unit investment trusts
in accordance with the provisions of the 1940 Act to serve as separate accounts
for the Contracts, and that such registration will be maintained for as long as
any Contracts are outstanding.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act and duly authorized for
issuance in accordance with applicable law and that the Fund is a business trust
duly organized and in good standing under the laws of Delaware.
2.3. The Fund represents that each series currently qualifies and will make
every effort to continue to qualify as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
to maintain such qualification (under Subchapter M or any successor or similar
provision), and that the Fund will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it might
not so qualify in the future.
2.4. The Fund represents that each series currently complies with and will make
every effort to continue to comply with Section 817(h) (or any successor or
similar provision) of the Code, and all regulations issued thereunder, and that
the Fund will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.
2.5. The Company represents that the Contracts are currently and at the time of
issuance will be treated as annuity contracts or life insurance policies,
whichever is appropriate, under applicable provisions of the Code. The Company
shall make every effort to maintain such treatment and shall notify the Fund and
the Distributor immediately upon having a reasonable basis for believing that
the Contracts have ceased to be so treated or that they might not be so treated
in the future.
2.6. The Fund represents that the Fund's investment policies, fees and expenses
and operations are and shall at all times remain in material compliance with
federal laws and the laws of Delaware and of Massachusetts, to the extent
required to perform this Agreement. The Fund, however, makes no representation
as to whether any aspect of its operations (including, but not limited to, fees
and expenses and investment policies) otherwise complies with the insurance laws
or regulations of any states.
2.7. The Distributor represents and warrants that the Distributor is duly
registered as a broker-dealer under the 1934 Act, is a member in good standing
with the NASD, and is duly registered as a broker-dealer under applicable state
securities laws; its operations are in compliance with applicable law, and it
will distribute the Fund shares according to applicable law.
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2.8. The Distributor, on behalf of the Investment Manager, represents and
warrants that the Investment Manager is registered as an investment adviser
under the Investment Advisers Act of 1940 and is in compliance with applicable
federal and state securities laws.
ARTICLE III. Prospectuses and Proxy Statements;
Sales Material and Other Information
3.1. The Distributor shall provide the Company with as many copies of the
current Fund Prospectus as the Company may reasonably request. If requested by
the Company in lieu thereof, the Fund shall provide the Fund Prospectus
(including a final copy of the new prospectus as set in type at the
Distributor's expense) and other assistance as is reasonably necessary in order
for the Company to have a new Contracts Prospectus printed together with the
Fund Prospectus in one document (the cost of such printing to be shared equally
by the Company and the Distributor).
3.2. The Fund Prospectus shall state that the Statement of Additional
Information for the Fund is available from the Distributor (or, in the Fund's
discretion, the prospectus shall state that such Statement is available from the
Fund), and the Distributor (or the Fund) shall provide such Statement free of
charge to any outstanding or prospective Contract Owner who requests such
Statement.
3.3. The Fund shall provide the Company with copies of its proxy material,
shareholder reports and other communications to the Company in such quantities
as the Company may reasonably request.
3.4. The Company shall not, without the prior written consent of the Distributor
(unless otherwise required by applicable law), solicit, induce or encourage
Contract Owners to (a) change the Fund's investment adviser or contract with any
sub-investment adviser, or (b) change, modify, substitute, add or delete the
Fund or other investment media.
3.5. The Company shall furnish each piece of sales literature or other
promotional material prepared by the Company, in which the Fund or the
Investment Manager or the Distributor is named, to the Fund or the Distributor
prior to its use. No such material shall be used, except with the prior written
permission of the Fund or the Distributor. The Fund and the Distributor agree to
respond to any request for approval on a prompt and timely basis. Failure to
respond shall not relieve the Company of the obligation to obtain the prior
written permission of the Fund or the Distributor.
3.6. The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund other than the
information or representations contained in the Fund Registration Statement or
Fund Prospectus, as such Registration Statement and Prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or by
the Distributor, except with the prior written permission of the Fund or the
Distributor. The Fund and the Distributor agree to respond to any request for
permission on a prompt and timely basis. Failure to respond shall not relieve
the Company of the obligation to obtain the prior written permission of the Fund
or the Distributor.
3.7. The Fund and the Distributor shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Accounts
or the Contracts other than the information or representations contained in the
Contracts Registration Statement or Contracts Prospectus, as such Registration
Statement and Prospectus may be amended or supplemented from time to time, or in
published reports of the Account which are in the public domain or approved in
writing by the Company for distribution to Contract Owners, or in sales
literature or other promotional material approved in
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writing by the Company, except with the prior written permission of the Company.
The Company agrees to respond to any request for permission on a prompt and
timely basis. Failure to respond on any given item shall not relieve the Fund or
the Distributor of the obligation to obtain the prior written permission of the
Company on subsequent items.
3.8. The Fund will provide to the Company at least one complete copy of all Fund
Registration Statements, Fund Prospectuses, Statements of Additional
Information, annual and semi-annual reports and other reports, proxy statements,
sales literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or supplements to any of the
above, that relate to the Fund or Fund shares, promptly after the filing of such
document with the SEC or other regulatory authorities.
3.9. The Company will provide to the Fund at least one complete copy of all
Contracts Registration Statements, Contracts Prospectuses, Statements of
Additional Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or supplements to any of the
above, that relate to the Contracts or those Sub-Accounts of the Account to
which Contract purchase payments and value are allocable, promptly after the
filing of such document with the SEC or other regulatory authorities.
3.10. Each party will provide to the other party copies of draft versions of any
registration statements, prospectuses, statements of additional information,
reports, proxy statements, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments or supplements to any of the
above, to the extent that the other party reasonably needs such information for
purposes of preparing a report or other filing to be filed with or submitted to
a regulatory agency. If a party requests any such information before it has been
filed, the other party will provide the requested information if then available
and in the version then available at the time of such request.
3.11. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use, in a newspaper, magazine or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, or reprints or excerpts of any
other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, Statements of Additional Information, shareholder reports and
proxy materials, and any other material constituting sales literature or
advertising under NASD rules, the 1940 Act or the 1933 Act.
ARTICLE IV. Voting
Subject to applicable law, the Company shall:
(a) solicit voting instructions from Contract Owners;
(b) vote Fund shares of each Portfolio attributable to Contract Owners in
accordance with instructions or proxies timely received from such Contract
Owners;
(c) vote Fund shares of each Portfolio attributable to Contract Owners for
which no instructions have been received in the same proportion as Fund
shares of such Portfolio for which instructions have been timely received;
and
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(d) vote Fund shares of each Portfolio held by the Company on its own behalf
or on behalf of the Account that are not attributable to Contract Owners
in the same proportion as Fund shares of such Portfolio for which
instructions have been timely received.
The Company shall be responsible for assuring that voting privileges for the
Account are calculated in a manner consistent with the provisions set forth
above and with other Participating Insurance Companies.
ARTICLE V. Fees and Expenses
5.1. The Fund and Distributor shall pay no fee or other compensation to the
Company under this Agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance
distribution expenses, then the Distributor may make payments to the Company in
amounts agreed to by the Company and the Distributor in writing. Currently, no
such payments are contemplated. The Fund currently does not intend to make any
payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940
Act or in contravention of such rule, although it may make payments pursuant to
Rule 12b-1 in the future.
5.2. All expenses incident to performance by the Fund under this Agreement
(including expenses expressly assumed by the Fund pursuant to this Agreement)
shall be paid by the Fund to the extent permitted by law. Except as may
otherwise be provided in Sections 1.4 and 3.1 of this Agreement (or Article VII,
as it may be amended), the Company shall not bear any of the expenses for the
cost of registration and qualification of the Fund shares under Federal and any
state securities law, preparation and filing of the Fund Prospectus and Fund
Registration Statement, Fund proxy materials and reports, setting the Fund
Prospectus in type, setting in type and printing and distributing the Fund proxy
materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by any Federal or state securities law, all taxes on the
issuance or transfer of Fund shares, and any expenses permitted to be paid or
assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940
Act.
ARTICLE VI. Compliance Undertakings
6.1. The Fund undertakes to comply with Sub-chapter M and Section 817(h) of the
Code, and all regulations issued thereunder.
6.2. The Company shall amend the Contracts Registration Statement under the 1933
Act and the Account's Registration Statement under the 1940 Act from time to
time as required in order to effect the continuous offering of the Contracts or
as may otherwise be required by applicable law. The Company shall register and
qualify the Contracts for sale to the extent required by applicable securities
laws of the various states.
6.3. The Fund shall amend the Fund Registration Statement under the 1933 Act and
the 1940 Act from time to time as required in order to effect for so long as
Fund shares are sold the continuous offering of Fund shares as described in the
then currently effective Fund Prospectus. The Fund shall register and qualify
Fund shares for sale to the extent required by applicable securities laws of the
various states.
6.4. The Company shall be responsible for assuring that any prospectus offering
a Contract that is a life insurance contract where it is reasonably probable
that such Contract would be a "modified endowment contract," as that term is
defined in Section 7702A of the Code, will identify such Contract as a modified
endowment contract (or policy).
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6.5. To the extent that it decides to finance distribution expenses pursuant to
Rule 12b-1, the Fund undertakes to have a Board of Trustees, a majority of whom
are not interested persons of the Fund, formulate and approve any plan under
Rule 12b-1 to finance distribution expenses.
ARTICLE VII. Potential Conflicts
7.1. The Company, the Fund and the Distributor acknowledge that the Fund may
file an application with the SEC to request an order granting relief from
various provisions of the 1940 Act and the rules thereunder to the extent
necessary to permit Fund shares to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
Participating Insurance Companies. The parties agree that the Fund may amend
this Agreement to include provisions, including the imposition of conditions and
undertakings applicable to the Company, that may be required by the order so
issued by the SEC.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
The Company agrees to indemnify and hold harmless the Fund, the Distributor and
each person who controls or is associated with the Fund or the Distributor
within the meaning of such terms under the Federal securities laws and any
officer, trustee, director, employee or agent of the foregoing, against any and
all losses, claims, damages or liabilities, joint or several (including any
investigative, legal and other expenses reasonably incurred in connection with,
and any amounts paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they or any of them may become subject under any
statute or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Contracts Registration
Statement, Contracts Prospectus, sales literature for the Contracts or the
Contracts themselves (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances in which they were made; provided that this obligation to
indemnify shall not apply if such statement or omission or such alleged
statement or alleged omission was made in reliance upon and in conformity
with information furnished in writing to the Company by the Fund or the
Distributor (or a person authorized in writing to do so on behalf of the
Fund or the Distributor) for use in the Contracts Registration Statement,
Contracts Prospectus or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with the sale
of the Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact by or on behalf of the Company (other than
statements or representations contained in the Fund Registration
Statement, Fund Prospectus or sales literature of the Fund not supplied by
the Company or persons under its control) or wrongful conduct of the
Company or persons under its control with respect to the sale or
distribution of the Contracts or Fund shares; or
(c) arise out of any untrue statement or alleged untrue statement of a
material fact contained in the Fund Registration Statement, Fund
Prospectus or sales literature of the Fund or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which
they were made; or
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(d) arise out of any material breach by the Company to provide the
services and furnish the materials required under the terms of this
Agreement, including but not limited to any failure to transmit a request
for redemption or purchase of Fund shares on a timely basis in accordance
with the procedures set forth in Article I.
This indemnification will be in addition to any liability which the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the wilful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.2. Indemnification by the Distributor
The Distributor agrees to indemnify and hold harmless the Company and each
person who controls or is associated with the Company within the meaning of such
terms under the Federal securities laws and any officer, director, employee or
agent of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Fund Registration
Statement, Fund Prospectus (or any amendment or supplement thereto) or
sales literature of the Fund, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made; provided
that this obligation to indemnify shall not apply if such statement or
omission or alleged statement or alleged omission was made in reliance
upon and in conformity with information furnished in writing by the
Company to the Fund or the Distributor for use in the Fund Registration
Statement, Fund Prospectus (or any amendment or supplement thereto) or
sales literature for the Fund or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact by the Distributor or the Fund (other than
statements or representations contained in the Fund Registration
Statement, Fund Prospectus or sales literature of the Fund not supplied by
the Distributor or the Fund or persons under their control) or wrongful
conduct of the Distributor or persons under its control with respect to
the sale or distribution of the Contracts or Fund shares; or
(c) arise out of any untrue statement or alleged untrue statement of a
material fact contained in the Contracts Registration Statement, Contracts
Prospectus or sales literature for the Contracts (or any amendment or
supplement thereto), or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which
they were made, if such statement or omission was made in reliance upon
information furnished in writing by the Distributor of the Fund to the
Company (or a person authorized in writing to do so on behalf of the Fund
or the Distributor); or
(d) arise as a result of any material breach by the Distributor or the
Fund to provide the services and furnish the materials required under the
terms of this Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the diversification requirements
specified in Article VI of this Agreement).
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This indemnification will be in addition to any liability which the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the wilful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
8.3. Indemnification Procedures
After receipt by a party entitled to indemnification ("indemnified party") under
this Article VIII of notice of the commencement of any action, if a claim in
respect thereof is to be made against any person obligated to provide
indemnification under this Article VIII ("indemnifying party"), such indemnified
party will notify the indemnifying party in writing of the commencement thereof
as soon as practicable thereafter, provided that the omission to so notify the
indemnifying party will not relieve it from any liability under this Article
VIII, except to the extent that the omission results in a failure of actual
notice to the indemnifying party and such indemnifying party is damaged solely
as a result of the failure to give such notice. The indemnifying party, upon the
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII shall survive any
termination of this Agreement.
8.4. Limitation of Liability
Notwithstanding anything to the contrary above, the Company, the Underwriter,
and their respective officers, directors, employees and agents shall not be
responsible for, and the Fund and the Distributor shall indemnify and hold
harmless the Company, the Underwriter, and the Accounts, from and against any
and all losses, damages, charges, costs, reasonable attorney's fees, payments,
expenses and liabilities arising out of or attributable to the reasonable
reliance on information, records or documents furnished by or on behalf of the
Underwriter or the Fund. Without limiting the generality of the foregoing, the
Company shall not be liable for any error, delay, or failures to provide
services under this Agreement attributable, in whole or in part, to the error,
delay, or failure of the Underwriter, the Fund or their agents in making the
daily net asset value per share of the Portfolios available to the Company.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the state of Massachusetts, without
giving effect to the principles of conflicts of laws.
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9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant, and
the terms hereof shall be limited, interpreted and construed in accordance
therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party upon six months advance written notice to
the other parties, such termination to be effective no earlier than one
year following the date on which the first Contract is issued to the
public; or
(b) at the option of the Company if shares of any or all Portfolios are
not reasonably available to meet the requirements of the Contracts as
determined by the Company. Prompt notice of the election to terminate for
such cause shall be furnished by the Company, said termination to be
effective ten days after receipt of notice unless the Fund makes available
a sufficient number of Fund shares to meet the requirements of the
Contracts within said ten-day period; or
(c) at the option of the Fund upon institution of formal proceedings
against the Company by the NASD, the SEC, the insurance commission of any
state or any other regulatory body regarding the Company's duties under
this Agreement or related to the sale of the Contracts, the operation of
the Account, the administration of the Contracts or the purchase of Fund
shares, or an expected or anticipated ruling, judgment or outcome which
would, in the Fund's reasonable judgment, materially impair the Company's
ability to meet and perform the Company's obligations and duties
hereunder; or
(d) at the option of the Company upon institution of formal proceedings
against the Fund by the NASD, the SEC, or any state securities or
insurance commission or any other regulatory body; or
(e) upon requisite vote of the Contract Owners having an interest in the
affected Portfolio and the written approval of the Distributor (unless
otherwise required by applicable law), to substitute the shares of another
investment company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts; or
(f) at the option of the Fund in the event any of the Contracts are not
registered, issued or sold in accordance with applicable Federal and/or
state law; or
(g) by either the Company or the Fund upon a determination by a majority
of the Board, or a majority of disinterested Board members, that an
irreconcilable material conflict exists among the interests of (i) all
Product owners or (ii) the interests of the Participating Insurance
Companies investing in the Fund; or
(h) at the option of the Company if any series of the Fund or the Fund
ceases to qualify as a Regulated Investment Company under Subchapter M of
the Code, or under any successor or similar provision, or if the Company
reasonably believes based on an opinion of counsel satisfactory to the
Fund that the series or Fund may fail to so qualify and the Fund does not
take reasonable steps to ensure qualification; or
(i) at the option of the Company if the Fund fails to meet the
diversification requirements specified in Article VI hereof; or
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(j) at the option of the Fund if the Contracts cease to qualify as annuity
contracts or life insurance policies, as applicable, under the Code, or if
the Fund reasonably believes that the Contracts may fail to so qualify; or
(k) at the option of either the Fund or the Distributor if the Fund or the
Distributor, respectively, shall determine, in their sole judgment
exercised in good faith, that either (1) the Company shall have suffered a
material adverse change in its business or financial condition or (2) the
Company shall have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and operations
of either the Fund or the Distributor; or
(l) at the option of the Company, if the Company shall determine, in its
sole judgment exercised in good faith, that the Fund or the Distributor
shall have been the subject of material adverse publicity which is likely
to have a material adverse impact upon the business and operations of the
Company; or
(m) upon the assignment of this Agreement (including, without limitation,
any transfer of the Contracts or the Account to another insurance company
pursuant to an assumption reinsurance agreement) unless the non-assigning
party consents thereto or unless this Agreement is assigned to an
affiliate of the Distributor; or
(n) at the option of Company, as one party, or the Fund and the
Distributor, as one party, upon the other party's material breach of any
provision of this Agreement.
10.2. Notice Requirement
Except as otherwise provided in Section 10.1, no termination of this Agreement
shall be effective unless and until the party terminating this Agreement gives
prior written notice to all other parties to this Agreement of its intent to
terminate which notice shall set forth the basis for such termination.
Furthermore:
(a) In the event that any termination is based upon the provisions of
Article VII or the provisions of Section 10.1(a) of this Agreement, such
prior written notice shall be given in advance of the effective date of
termination as required by such provisions; and
(b) in the event that any termination is based upon the provisions of
Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice
shall be given at least ninety (90) days before the effective date of
termination; and
(c) in the event that any termination is based upon the provisions of
Section 10.1(e) of this Agreement, such prior written notice shall be
given at least sixty (60) days before the date of any proposed vote to
replace the Fund's shares.
10.3. Except as necessary to implement Contract Owner initiated transactions, or
as required by state insurance laws or regulations, the Company shall not redeem
Fund shares attributable to the Contracts (as opposed to Fund shares
attributable to the Company's assets held in an Account).
10.4. Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section
10.1 of this Agreement, the Fund and the Distributor may, at the option of
the Fund, continue to make available additional Fund shares for so long
after the termination of this Agreement as the Fund desires pursuant to
the terms and conditions of this Agreement as provided in paragraph (b)
below, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts").
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Specifically, without limitation, if the Fund or Distributor so elects to
make additional Fund shares available, the owners of the Existing
Contracts or the Company, whichever shall have legal authority to do so,
shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts.
(b) In the event of a termination of this Agreement pursuant to Section
10.1 of this Agreement, the Fund and the Distributor shall promptly notify
the Company whether the Distributor and the Fund will continue to make
Fund shares available after such termination. If Fund shares continue to
be made available after such termination, the provisions of this Agreement
shall remain in effect except for Section 10.1(a) and thereafter either
the Fund or the Company may terminate the Agreement, as so continued
pursuant to this Section 10.4, upon prior written notice to the other
party, such notice to be for a period that is reasonable under the
circumstances but, if given by the Fund, need not be for more than six
months.
(c) The parties agree that this Section 10.4 shall not apply to any
termination under Article VII and the effect of such Article VII
termination shall be governed by Article VII of this Agreement.
ARTICLE XI. Applicability to New Accounts and New Contracts
The parties to this Agreement may amend the schedules to this Agreement from
time to time to reflect changes in or relating to the Contracts and to add new
classes of variable annuity contracts and variable life insurance policies to be
issued by the Company through Separate Accounts investing in the Fund. The
provisions of this Agreement shall be equally applicable to each such class of
contracts or policies, unless the context otherwise requires.
ARTICLE XII. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.
If to the Fund:
William H. Keogh
Treasurer
Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
If to the Distributor:
Steven Graziano
Senior Vice President
Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
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If to the Company:
Lila M. Weihs
Director
SMA Life Assurance Company
440 Lincoln Street
Worcester, MA 01653
ARTICLE XIII. Miscellaneous
13.1. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
13.2. This Agreement may be executed simultaneously in two or more counterparts,
each of which together shall constitute one and the same instrument.
13.3. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
13.4. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
13.5. Each party represents that the execution and delivery of this Agreement
and the consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate or trust action, as applicable, by such
party, and when so executed and delivered this Agreement will be the valid and
binding obligation of such party enforceable in accordance with its terms.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly authorized officer on the date
specified below.
SMA LIFE ASSURANCE COMPANY
Date: December 22, 1994 By: /s/ Richard M. Reilly
----------- ------------------------------
Name: RICHARD M. REILLY
Title: VICE PRESIDENT
PIONEER VARIABLE CONTRACTS TRUST
Date: December 27, 1994 By: /s/ William H. Keogh
----------- ------------------------------
Name: WILLIAM H. KEOGH
Title: TREASURER
PIONEER FUNDS DISTRIBUTOR, INC.
Date: December 22, 1994 By: /s/ Robert L. Butler
----------- ------------------------------
Name: ROBERT L. BUTLER
Title: PRESIDENT
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