Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
N-8B-2
Initial Registration Statement
SEPARATE ACCOUNT IMO
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
440 Lincoln Street
Worcester, MA 01653
(Address of Principal Executive Office)
Mary Eldridge, Esq.
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
-----
on (date) pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a) (1)
-----
this post-effective amendment designates a new effective date
----- for a previously filed post-effective amendment
FLEXIBLE PREMIUM VARIABLE LIFE
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act").
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registrations Statement
shall become effective in accordance with Section 8(a) of the Securities Act
of 1933 or until this Registration Statement shall become effective on such
date or dates as the Commission, acting pursuant to said Section 8(a) may
determine.
Registrant is making this filing in order to register a new flexible
premium variable life policy, under Securities Act of 1933.
RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ------------ ---------------------
1. . . . . . . . . . . Cover Page
2. . . . . . . . . . . Cover Page
3. . . . . . . . . . . Not Applicable
4. . . . . . . . . . . Distribution
5. . . . . . . . . . . The Company, The Separate Account and the
Underlying Funds
6. . . . . . . . . . . The Separate Account
7. . . . . . . . . . . Not Applicable
8. . . . . . . . . . . Not Applicable
9. . . . . . . . . . . Legal Proceedings
10 . . . . . . . . . . Summary; Description of the Company, The Separate
Account and the Underlying Funds; The Policy; Policy
Termination and Reinstatement; Other Policy Provisions
11 . . . . . . . . . . Summary; Allmerica Investment Trust; Variable Insurance
Products Fund; T. Rowe Price International Series, Inc.;
Investment Objectives and Policy
12 . . . . . . . . . . Summary; Allmerica Investment Trust; Variable Insurance
Products Fund; T. Rowe Price International Series, Inc.;
13 . . . . . . . . . . Summary; Allmerica Investment Trust; Variable Insurance
Products Fund; T. Rowe Price International Series, Inc.;
Investment Advisory Services to the Trust; Investment
Advisory Services to Variable Insurance Products Fund;
Investment Advisory Services to T. Rowe Price
International Series, Inc.; Charges and Deductions
14 . . . . . . . . . . Summary; Applying for a Policy
15 . . . . . . . . . . Summary; Applying for a Policy; Premium Payments;
Allocation of Net Premiums
16 . . . . . . . . . . The Separate Account; Allmerica Investment Trust;
Variable Insurance Products Fund; T. Rowe Price
International Series, Inc.; Premium Payments;
Allocation of Net Premiums
17 . . . . . . . . . . Summary; Policy Surrender; Partial Withdrawal; Charges
and Deductions; Policy Termination and Reinstatement
18 . . . . . . . . . . The Separate Account; Allmerica Investment Trust;
Variable Insurance Products Fund; T. Rowe Price
International Series, Inc.; Premium Payments
19 . . . . . . . . . . Reports; Voting Rights
20 . . . . . . . . . . Not Applicable
21 . . . . . . . . . . Summary; Policy Loans; Other Policy Provisions
22 . . . . . . . . . . Other Policy Provisions
23 . . . . . . . . . . Not Required
24 . . . . . . . . . . Other Policy Provisions
25 . . . . . . . . . . The Company
26 . . . . . . . . . . Not Applicable
27 . . . . . . . . . . The Company
28 . . . . . . . . . . Directors and Principal Officers of the Company
29 . . . . . . . . . . The Company
30 . . . . . . . . . . Not Applicable
31 . . . . . . . . . . Not Applicable
32 . . . . . . . . . . Not Applicable
33 . . . . . . . . . . Not Applicable
34 . . . . . . . . . . Not Applicable
35 . . . . . . . . . . Distribution
36 . . . . . . . . . . Not Applicable
37 . . . . . . . . . . Not Applicable
38 . . . . . . . . . . Summary; Distribution
39 . . . . . . . . . . Summary; Distribution
40 . . . . . . . . . . Not Applicable
41 . . . . . . . . . . The Company, Distribution
42 . . . . . . . . . . Not Applicable
43 . . . . . . . . . . Not Applicable
44 . . . . . . . . . . Premium Payments; Policy Value and Cash Surrender Value
45 . . . . . . . . . . Not Applicable
46 . . . . . . . . . . Policy Value and Cash Surrender Value; Federal Tax
Considerations
47 . . . . . . . . . . The Company
48 . . . . . . . . . . Not Applicable
49 . . . . . . . . . . Not Applicable
50 . . . . . . . . . . The Separate Account
51 . . . . . . . . . . Cover Page; Summary; Charges and Deductions; The
Policy; Policy Termination and Reinstatement; Other
Policy Provisions
52 . . . . . . . . . . Addition, Deletion or Substitution of Investment
53 . . . . . . . . . . Federal Tax Considerations
54 . . . . . . . . . . Not Applicable
55 . . . . . . . . . . Not Applicable
56 . . . . . . . . . . Not Applicable
57 . . . . . . . . . . Not Applicable
58 . . . . . . . . . . Not Applicable
59 . . . . . . . . . . Not Applicable
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
WORCESTER, MASSACHUSETTS
INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
PLEASE READ THIS This Prospectus provides important information about
PROSPECTUS CAREFULLY an individual flexible payment variable life
BEFORE INVESTING AND insurance policy issued by Allmerica Financial Life
KEEP IT FOR FUTURE Insurance and Annuity Company. The policies are
REFERENCE. funded through the Separate Account IMO, a separate
VARIABLE LIFE investment account of the Company that is referred to
POLICIES INVOLVE as the Variable Account.
RISKS INCLUDING The Separate Account is subdivided into Sub-Accounts.
POSSIBLE LOSS OF Each Sub-Account invests exclusively in shares of one
PRINCIPAL. of the following Funds of Allmerica Investment Trust,
Variable Insurance Products Fund, and T. Rowe Price
International Series, Inc.
ALLMERICA INVESTMENT TRUST VARIABLE INSURANCE PRODUCTS FUND
-------------------------------------------------- --------------------------------------------------
THIS PROSPECTUS MUST Select Aggressive Growth Fund Fidelity VIP Equity-Income Portfolio
BE ACCOMPANIED BY Select Capital Appreciation Fund Fidelity VIP Growth Portfolio
PROSPECTUSES OF THE Select Value Opportunity Fund Fidelity VIP High Income Portfolio
FUNDS. Select Emerging Markets Fund T. ROWE PRICE INTERNATIONAL SERIES, INC.
Select International Equity Fund T. Rowe Price International Stock Portfolio
Select Growth Fund
Select Strategic Growth Fund
Equity Index Fund
Select Growth and Income Fund
Investment Grade Income Fund
Money Market Fund
THIS LIFE POLICY IS Policy owners may, within limits, choose the amount
NOT: of initial payment and vary the frequency and amount
- A BANK DEPOSIT OR of future payments. The Policy allows partial
OBLIGATION; withdrawals and full surrender of the Policy's
- FEDERALLY INSURED; surrender value, within limits. The Policies are not
- ENDORSED BY ANY suitable for short-term investment because of the
BANK OR substantial nature of the surrender charge.
GOVERNMENTAL This Prospectus can also be obtained from the
AGENCY. Securities and Exchange Commission's website
(http://www.sec.gov).
IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING
INSURANCE WITH THE POLICY.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED THAT THE INFORMATION IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CORRESPONDENCE MAY BE MAILED TO DATED , 1999
ALLMERICA SELECT WORCESTER, MASSACHUSETTS 01653
P.O. BOX 8179 (508) 855-1000
BOSTON, MA 02266-8179
TABLE OF CONTENTS
SPECIAL TERMS......................................................................... 4
SUMMARY............................................................................... 7
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT, AND THE UNDERLYING FUNDS............ 15
INVESTMENT OBJECTIVES AND POLICIES.................................................... 16
INVESTMENT ADVISORY SERVICES.......................................................... 18
THE POLICY............................................................................ 20
Applying for a Policy............................................................... 20
Free-Look Period.................................................................... 21
Conversion Privilege................................................................ 21
Payments............................................................................ 21
Allocation of Net Payments.......................................................... 22
Transfer Privilege.................................................................. 23
Death Benefit....................................................................... 24
Election of Death Benefit Options................................................... 24
Changing Between Death Benefit Option 1 and Option 2................................ 28
Guaranteed Death Benefit Rider...................................................... 28
Change in Face Amount............................................................... 29
Policy Value........................................................................ 30
Payment Options..................................................................... 32
Optional Insurance Benefits......................................................... 32
Surrender........................................................................... 32
Partial Withdrawal.................................................................. 33
CHARGES AND DEDUCTIONS................................................................ 33
Deductions from Payments............................................................ 33
Monthly Charges (The Monthly Deduction)............................................. 34
Computing Insurance Protection Charges.............................................. 35
Fund Expenses....................................................................... 36
Surrender Charge.................................................................... 37
Partial Withdrawal Costs............................................................ 37
Transfer Charges.................................................................... 38
Charge for Change in Face Amount....................................................
Other Administrative Charges........................................................ 38
POLICY LOANS.......................................................................... 38
Preferred Loan Option............................................................... 39
Repayment of Outstanding Loan....................................................... 39
Effect of Policy Loans.............................................................. 39
POLICY TERMINATION AND REINSTATEMENT.................................................. 40
Termination......................................................................... 40
Reinstatement....................................................................... 40
2
OTHER POLICY PROVISIONS............................................................... 41
Policy Owner........................................................................ 41
Beneficiary......................................................................... 41
Assignment.......................................................................... 41
Limit on Right to Challenge Policy.................................................. 41
Suicide............................................................................. 42
Misstatement of Age or Sex.......................................................... 42
Delay of Payments................................................................... 42
FEDERAL TAX CONSIDERATIONS............................................................ 42
The Company and the Variable Account................................................ 42
Taxation of the Policies............................................................ 43
Policy Loans........................................................................ 43
Modified Endowment Policies......................................................... 44
VOTING RIGHTS......................................................................... 44
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY....................................... 45
DISTRIBUTION.......................................................................... 46
SERVICES.............................................................................. 46
REPORTS............................................................................... 47
LEGAL PROCEEDINGS..................................................................... 47
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..................................... 47
FURTHER INFORMATION................................................................... 48
MORE INFORMATION ABOUT THE FIXED ACCOUNT.............................................. 48
General Description................................................................. 48
Fixed Account Interest.............................................................. 48
Transfers, Surrenders, Partial Withdrawals and Policy Loans......................... 49
INDEPENDENT ACCOUNTANTS............................................................... 49
YEAR 2000 DISCLOSURE.................................................................. 49
FINANCIAL STATEMENTS.................................................................. 50
APPENDIX A -- GUIDELINE MINIMUM DEATH BENEFIT FACTORS TABLES.......................... A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS............................................. B-1
APPENDIX C -- PAYMENT OPTIONS......................................................... C-1
APPENDIX D -- ILLUSTRATIONS........................................................... D-1
APPENDIX E -- CALCULATION OF MAXIMUM SURRENDER CHARGES................................ E-1
APPENDIX F -- PERFORMANCE INFORMATION................................................. F-1
APPENDIX G -- MONTHLY EXPENSE CHARGES................................................. G-1
FINANCIAL STATEMENTS.................................................................. F-1
3
SPECIAL TERMS
AGE: how old the Insured is on the birthday closest to a Policy anniversary.
BENEFICIARY: the person or persons you name to receive the Net Death Benefit
when the Insured dies.
COMPANY: Allmerica Financial Life Insurance and Annuity Company. "We," "our,"
"us," and "the Company" refer to Allmerica Financial Life Insurance and Annuity
Company in this Prospectus.
DATE OF ISSUE: the date the Policy was issued, used to measure the monthly
processing date, Policy months, Policy years and Policy anniversaries.
DEATH BENEFIT: the amount payable when the Insured dies prior to the Final
Payment Date, before deductions for any outstanding loan and partial
withdrawals, partial withdrawal costs, and due and unpaid monthly deductions.
EVIDENCE OF INSURABILITY: information, including medical information, used to
decide the Insured's underwriting class.
FACE AMOUNT: the amount of insurance coverage applied for. The initial Face
Amount is shown in your Policy.
FINAL PAYMENT DATE: the Policy anniversary nearest the Insured's 100th birthday.
After this date, no payments may be made. The Net Death Benefit is the Policy
Value less any outstanding loan as of date we received proof of death at the
Principal Office, unless the Guaranteed Death Benefit Rider is in effect. If the
Guaranteed Death Benefit Rider is in effect, the death benefit is the greater
of:
- the Face Amount as of the Final Payment Date; or
- the Policy Value as of the date due proof of death is received by the
Company.
FIXED ACCOUNT: a guaranteed account of the general account that guarantees
principal and a fixed interest rate.
FUNDS (UNDERLYING FUNDS): the following investment portfolios of Allmerica
Investment Trust ("Trust"): Select Emerging Markets Fund, Select International
Equity Fund, Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Select Value Opportunity Fund, Select Growth Fund, Select Strategic Growth Fund,
Equity Index Fund, Select Growth and Income Fund, Investment Grade Income Fund,
and Money Market Fund; the following investment portfolios of Variable Insurance
Products Fund ("Fidelity VIP"): Fidelity VIP Growth Portfolio, Fidelity VIP
Equity-Income Portfolio and Fidelity VIP High Income Portfolio; and the T. Rowe
Price International Stock Portfolio of T. Rowe Price International Series, Inc.
("T. Rowe Price").
GENERAL ACCOUNT: all our assets other than those held in a separate investment
account.
GUIDELINE MINIMUM DEATH BENEFIT: the minimum death benefit required to qualify
the Policy as "life insurance" under federal tax laws. The Guideline Minimum
Death Benefit is the PRODUCT of:
- The Policy Value TIMES
- A percentage factor.
4
If the Death Benefit Option 3 is in effect, the percentage factor is based on
the Insured's attained age, sex, and underwriting class. If the Death Benefit
Option 1 or the Death Benefit Option 2 is in effect, the percentage factor is
based on the Insured's attained age.
INSURANCE PROTECTION AMOUNT: the death benefit less the Policy Value.
ISSUANCE AND ACCEPTANCE: the date we mail the Policy if the application or
enrollment form is approved with no changes requiring your consent; otherwise,
the date we receive your written consent to any changes.
LOAN VALUE: the maximum amount you may borrow under the Policy.
MINIMUM MONTHLY PAYMENT: a monthly amount shown in your Policy. If you pay this
amount, we guarantee that your Policy will not lapse before the 49th monthly
processing date from the Date of Issue or increase in Face Amount, within
limits.
MONTHLY PROCESSING DATE: the date, shown in your Policy, when monthly insurance
protection charges are deducted.
NET DEATH BENEFIT: Before the Final Payment Date, the Net Death Benefit is:
- The death benefit under either the Death Benefit Option 1, Death Benefit
Option 2, or Death Benefit Option 3, MINUS
- Any outstanding loan on the Insured's death, partial withdrawals, partial
withdrawal costs, and due and unpaid monthly deductions.
After the Final Payment Date, the Net Death Benefit generally is:
- The Policy Value MINUS
- Any outstanding loan.
If the Guaranteed Death Benefit Rider is in effect, after the Final Payment
Date, the death benefit is the greater of:
- the Face Amount as of the Final Payment Date; or
- the Policy Value as of the date due proof of death is received by the
Company.
NET PAYMENT: your payment less a payment expense charge.
OUTSTANDING LOAN: all unpaid Policy loans plus loan interest due or accrued.
POLICY CHANGE: any change in the Face Amount, the addition or deletion of a
Rider, underwriting reclassifications, or a change in death benefit option
(Option 1 or Option 2).
POLICY OWNER: the person who may exercise all rights under the Policy, with the
consent of any irrevocable beneficiary. "You" and "your" refer to the Policy
owner in this Prospectus.
POLICY VALUE: the total value of your Policy. It is the SUM of the:
- Value of the units of the sub-accounts credited to your Policy PLUS
- Accumulation in the Fixed Account credited to the Policy
5
PREMIUM: a payment you must make to us to keep the Policy in force.
PRINCIPAL OFFICE: our office at 440 Lincoln Street, Worcester, Massachusetts
01653.
PRO-RATA ALLOCATION: an allocation among the Fixed Account and the Sub-Accounts
in the same proportion that, on the date of allocation, the unloaned Policy
Value in the Fixed Account and the Policy Value in each sub-account bear to the
total unloaned Policy Value.
SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a fund.
SURRENDER VALUE: the amount payable on a full surrender. It is the Policy Value
less any outstanding loan and surrender charges.
UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the information in the application or enrollment form and other
evidence of insurability we consider. The Insured's underwriting class will
affect the monthly charges and the payment required to keep the Policy in force.
UNIT: a measure of your interest in a Sub-Account.
VALUATION DATE: any day on which the net asset value of the shares of any funds
and unit values of any sub-accounts are computed. Valuation Dates currently
occur on:
- Each day the New York Stock Exchange is open for trading
- Other days (other than a day during which no payment, partial withdrawal
or surrender of a Policy was received) when there is a sufficient degree
of trading in a fund's portfolio securities so that the current net asset
value of the sub-accounts may be materially affected
VALUATION PERIOD: the interval between two consecutive Valuation Dates.
VARIABLE ACCOUNT: Separate Account IMO, one of our separate investment accounts.
WRITTEN REQUEST: your request in writing, satisfactory to us, received at our
Principal Office.
6
SUMMARY
WHAT IS THE POLICY'S OBJECTIVE?
The objective of the Policy is to give permanent life insurance protection and
help you build assets tax-deferred. Features available through the Policy
include:
- A Net Death Benefit that can protect your family
- Payment options that can guarantee an income for life
- A personalized investment portfolio
- Experienced professional investment advisers
- Tax deferral on earnings.
While the Policy is in force, it will provide:
- Life insurance coverage on the Insured
- Policy Value
- Surrender rights and partial withdrawal rights
- Loan privileges
- Optional insurance benefits available by Rider.
The Policy combines features and benefits of traditional life insurance with the
advantages of professional money management. However, unlike the fixed benefits
of ordinary life insurance, the Policy Value and the Death Benefit will increase
or decrease depending on investment results. Unlike traditional insurance
policies, the Policy has no fixed schedule for payments. Within limits, you may
make payments of any amount and frequency. While you may establish a schedule of
payments ("planned payments"), the Policy will not necessarily lapse if you fail
to make planned payments. Also, making planned payments will not guarantee that
the Policy will remain in force.
WHO ARE THE KEY PERSONS UNDER THE POLICY?
The Policy is a contract between you and us. Each Policy has a Policy Owner
(you), an Insured (you or another individual you select) and a beneficiary. As
Policy Owner, you make payments, choose investment allocations and select the
Insured and beneficiary. The Insured is the person covered under the Policy. The
beneficiary is the person who receives the Net Death Benefit when the Insured
dies.
WHAT HAPPENS WHEN THE INSURED DIES?
We will pay the Net Death Benefit to the beneficiary when the Insured dies while
the Policy is in effect. You may choose between three death benefit options.
Under the Death Benefit Option 1 and the Death Benefit Option 3, the death
benefit is the greater of (1) the Face Amount (the amount of insurance applied
for) or (2) the Guideline Minimum Death Benefit (the Guideline Minimum Death
Benefit federal tax law requires). Under the Death Benefit Option 2, the death
benefit is the greater of (1) the sum of the Face Amount and Policy Value or (2)
the Guideline Minimum Death Benefit. For more information, see "Election of
Death Benefit Option" under THE POLICY.
7
The Net Death Benefit payable to you is the death benefit less any outstanding
loan, partial withdrawals, partial withdrawal costs, and due and unpaid monthly
deductions. However, after the Final Payment Date, the Net Death Benefit is the
Policy Value less any outstanding loan. The beneficiary may receive the Net
Death Benefit in a lump sum or under a payment option we offer.
An optional Guaranteed Death Benefit Rider is available ONLY AT ISSUE OF THE
POLICY. (The Guaranteed Death Benefit Rider may not be available in all states).
If this Rider is in effect, the Company:
- guarantees that your Policy will not lapse regardless of the investment
performance of the Variable Account; and
- provides a guaranteed Net Death Benefit.
In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each policy anniversary and within 48 months
following the Date of Issue and/or the date of any increase in Face Amount, as
described below. In addition, a one-time administrative charge of $25 will be
deducted from Policy Value when the Rider is elected. Certain transactions,
including policy loans, partial withdrawals, underwriting reclassifications,
change in face amount, and changes in Death Benefit Options, can result in the
termination of the Rider. IF THIS RIDER IS TERMINATED, IT CANNOT BE REINSTATED.
FOR MORE INFORMATION, SEE "Guaranteed Death Benefit Rider."
CAN I EXAMINE THE POLICY?
Yes. You have the right to examine and cancel your Policy by returning it to us
or to one of our representatives on or before the 10 days after you receive the
Policy or longer when state law so requires. There may be a longer period in
certain jurisdictions; see the "Right to Examine" provision in your Contract.
If your Policy provides for a full refund of payments under its "Right to
Examine Policy" provision, the Company will mail a refund to you within seven
days. We may delay a refund of any payment made by check until the check has
cleared the bank.
Where required by state law, your refund will be the GREATER of:
- Your entire payment OR
- The Policy Value PLUS deductions under the Policy or by the funds for
taxes, charges or fees.
If your Policy does not provide for a full refund, you will receive:
- Amounts allocated to the Fixed Account PLUS
- The Policy Value in the Variable Account PLUS
- All fees, charges and taxes, which have been imposed.
After an increase in Face Amount, a right to cancel the increase also applies.
WHAT ARE MY INVESTMENT CHOICES?
Each Sub-Account invests exclusively in a corresponding Underlying Fund of the
Allmerica Investment Trust ("Trust") managed by Allmerica Financial Investment
Management Services, Inc., the Fidelity Variable Insurance Products Fund
("Fidelity VIP") managed by Fidelity Management & Research Company ("FMR"), and
T. Rowe Price International Series, Inc. ("T. Rowe Price") managed by Rowe
Price-Fleming
8
International, Inc. ("Price-Fleming") with respect to the T. Rowe Price
International Stock Portfolio. In some states, insurance regulations may
restrict the availability of particular Underlying Funds. The Policies permit
you to transfer Policy Value among the available Sub-Accounts and between the
Sub-Accounts and the General Account of the Company, subject to certain
limitations described under THE POLICY--"Transfer Privilege."
This range of investment choices allows you to allocate your money among the
funds to meet your investment needs. If your Policy provides for a full refund
under its "Right to Examine Policy" provision as required in your state, we will
allocate all sub-account investments to the Money Market Fund until the fourth
day after the expiration of the "Right to Examine" provision of your policy.
After this, we will allocate all amounts as you have chosen.
The Policy also offers a Fixed Account. The Fixed Account is a guaranteed
account offering a minimum interest rate. It is part of the general account of
the Company.
You may allocate and transfer money among the following investment options:
ALLMERICA INVESTMENT TRUST VARIABLE INSURANCE PRODUCTS FUND
- ----------------------------------------- -----------------------------------------
Select Aggressive Growth Fund Fidelity VIP Overseas Portfolio
Select Capital Appreciation Fund Fidelity VIP Equity-Income Portfolio
Select Value Opportunity Fund Fidelity VIP Growth Portfolio
Select Emerging Markets Fund Fidelity VIP High Income Portfolio
Select International Equity Fund T. ROWE PRICE INTERNATIONAL SERIES, INC.
Select Growth Fund T. Rowe Price International Stock
Select Strategic Growth Fund Portfolio
Equity Index Fund
Select Growth and Income Fund
Investment Grade Income Fund
Money Market Fund
The value of each Sub-Account will vary daily depending upon the performance of
the Underlying Fund in which it invests. Each Sub-Account reinvests dividends or
capital gains distributions received from an Underlying Fund in additional
shares of that Underlying Fund. There can be no assurance that the investment
objectives of the Underlying Funds can be achieved. For more information, see
DESCRIPTION OF THE COMPANY, SEPARATE ACCOUNT IMO, AND THE UNDERLYING FUNDS.
CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?
Yes. You may transfer among the funds and the Fixed Account, subject to our
consent and then current rules. You will incur no current taxes on transfers
while your money is in the Policy.
HOW MUCH CAN I INVEST AND HOW OFTEN?
The number and frequency of your payments are flexible, within limits.
WHAT IF I NEED MY MONEY?
You may borrow up to the loan value of your Policy. You may also make partial
withdrawals and surrender the Policy for its surrender value. There are two
types of loans that may be available to you:
- A non-preferred loan option is always available to you. The maximum total
loan amount is 90% of the difference between Policy Value and surrender
charges. The Company will charge interest on the
9
amount of the loan at a current annual rate of 4.8%. This current rate of
interest may change, but is guaranteed not to exceed 6%. However, the
Company will also credit interest on the Policy Value securing the loan.
The annual interest rate credited to the Policy Value securing a
non-preferred loan is 4.0%.
- A preferred loan option is automatically available to you unless you
request otherwise. The preferred loan option is available on that part of
an outstanding loan that is attributable to policy earnings. The term
"policy earnings" means that portion of the Policy Value that exceeds the
sum of the payments made less all partial withdrawals and partial
withdrawals charges. The Company will charge interest on the amount of the
loan at a current annual rate of 4.00%. This current rate of interest may
change, but is guaranteed not to exceed 4.50%. The annual interest rate
credited to the Policy earnings securing a preferred loan is 4.0%.
We will allocate Policy loans among the sub-accounts and the Fixed Account
according to your instructions. If you do not make an allocation, we will make a
pro-rata allocation. We will transfer the Policy Value in each sub-account equal
to the Policy loan to the Fixed Account.
You may surrender your Policy and receive its surrender value. After the first
Policy year, you may make partial withdrawals of $500 or more from Policy Value,
subject to possible partial withdrawal charges. Under the Death Benefit Option 1
and Death Benefit Option 3, the Face Amount is reduced by each partial
withdrawal. We will not allow a partial withdrawal if it would reduce the Face
Amount below $40,000. A surrender or partial withdrawal may have tax
consequences. See "Taxation of the Policies."
A request for a preferred loan, a partial withdrawal after the Final Payment
Date, or the foreclosure of an outstanding loan will terminate a Guaranteed
Death Benefit Rider. See "Guaranteed Death Benefit Rider."
CAN I MAKE FUTURE CHANGES UNDER MY POLICY?
Yes. There are several changes you can make after receiving your Policy, within
limits. You may:
- Cancel your Policy under its right-to-examine provision
- Transfer your ownership to someone else
- Change the beneficiary
- Change the allocation of payments, with no tax consequences under current
law
- Make transfers of Policy Value among the funds
- Adjust the death benefit by increasing or decreasing the Face Amount
- Change your choice of death benefit options between the Death Benefit
Option 1 and Death Benefit Option 2
- Add or remove optional insurance benefits provided by Rider
CAN I CONVERT MY POLICY INTO A FIXED POLICY?
Yes. You can convert your Policy without charge during the first 24 months after
the date of issue or after an increase in Face Amount. On conversion, we will
transfer the Policy Value in the Variable Account to the Fixed Account. We will
allocate all future payments to the Fixed Account, unless you instruct us
otherwise.
10
WHAT CHARGES WILL I INCUR UNDER MY POLICY?
The following charges will apply to your Policy under the circumstances
described. Some of these charges apply throughout the Policy's duration. Other
charges apply only if you choose options under the Policy.
- From each payment, we will deduct a Payment Expense Charge of 6.35%, which
is composed of the following:
PREMIUM TAX CHARGE--A current premium tax deduction of 2.35% of payments
represents our average expenses for state and local premium taxes,
DEFERRED ACQUISITION COSTS ("DAC TAX") CHARGE--A current DAC tax
deduction of 1.00% of payments helps reimburse us for federal taxes
imposed on our deferred acquisition costs of the Policies.
FRONT-END SALES LOAD--From each payment, we will deduct a charge of 3.0%
of the payment to partially compensate us for Policy sales expenses.
- We deduct the following monthly charges (the "Monthly Deduction") from
Policy Value:
MONTHLY INSURANCE PROTECTION CHARGE--The Monthly Insurance Protection
Charge will be charged on each monthly processing date until the Final
Payment Date. This charge compensates us for providing life insurance
coverage for the Insured. The charge is equal to a specified amount that
varies with the sex (unisex rates required by state law), age, smoking
status, and underwriting class of the Insured and the Death Benefit
Option selected, for each $1,000 of the Policy's Face Amount. See
AppendixE.
MONTHLY EXPENSE CHARGE--The Monthly Expense Charge will be charged on the
monthly processing date for the first ten years after issue or an
increase in Face Amount. This charge reimburses the Company for
underwriting and acquisition costs. The charge is equal to a specified
amount that varies with the age, sex, and underwriting class of the
Insured, for each $1,000 of the Policy's Face Amount. See Appendix G.
MONTHLY MAINTENANCE FEE--A deduction of $7.50 will be taken from the
Policy Value on each monthly processing date up to the Final Payment Date
to reimburse the Company for expenses related to issuance and maintenance
of the Contract.
MONTHLY MORTALITY AND EXPENSE RISK CHARGE--This charge is currently equal
to an annual rate of 0.35% of the Policy Value in each sub-account for
the first 10 Policy years and an annual rate of 0.05% for Policy Year 11
and later. The charge is based on the Policy Value in the sub-accounts as
of the prior Monthly Processing Date. The Company may increase this
charge, subject to state and federal law, to an annual rate of 0.60% of
the Policy Value in each sub-account for the first 10 Policy years and an
annual rate of 0.30% for Policy Year 11 and later. This charge
compensates us for assuming mortality and expense risks for variable
interests in the Policies. This charge is deducted after the Final
Payment Date.
MONTHLY RIDER CHARGES--These charges will vary based on the Riders
selected and by the sex, age, and underwriting classification of the
Insured.
- The charges below apply only if you surrender your Policy or make partial
withdrawals:
SURRENDER CHARGE--A surrender charge will apply to a withdrawal exceeding
the "Free 10% Withdrawal" for up to 10 years from Date of Issue of the
Policy or from the date of increase in Face Amount. This charge applies
only on a full surrender or decrease in Face Amount within ten years of
the date of issue or of an increase in Face Amount. The maximum Surrender
Charge is equal to a specified amount that varies with the age, sex, and
underwriting class of the Insured for each $1,000
11
of the Policy's Face Amount. The amount of the Surrender Charges
decreases annually to 0% by the 10th Contract year.
- If there are increases in the Face Amount, each increase will have a
corresponding surrender charge. These charges will be specified in a
supplemental schedule of benefits at the time of the increase.
- For more information, see APPENDIX E -- CALCULATION OF MAXIMUM
SURRENDER CHARGES.
PARTIAL WITHDRAWAL CHARGES--For each partial withdrawal, we deduct the
following charges from Policy Value:
- A transaction fee of 2% of the amount withdrawn, not to exceed $25 for
each partial withdrawal (including a Free 10% Withdrawal)
- A partial withdrawal charge of 5.0% up to the amount of the surrender
charge of a withdrawal seceding the "Free 10% Withdrawal," described
below
The partial withdrawal charge does that apply to:
- That part of a withdrawal equal to 10% of the Policy Value in a Policy
year, less prior free withdrawals made in the same Policy year ("Free
10% Withdrawal")
- Withdrawals when no surrender charge applies.
We reduce the Policy's outstanding surrender charge, if any, by partial
withdrawal charges that we previously deducted.
The charges below are designed to reimburse us for Policy administrative costs,
and apply under the following circumstances:
CHARGE FOR OPTIONAL GUARANTEED DEATH BENEFIT RIDER--A one time
administrative charge of $25 will be deducted from Policy Value when the
Rider is elected.
TRANSFER CHARGE--Currently, the first 12 transfers of Policy Value in a
Policy year are free. A current transfer charge of $10, never to exceed $25,
applies for each additional transfer in the same Policy year. This charge is
for the costs of processing the transfer.
OTHER ADMINISTRATIVE CHARGES--We reserve the right to charge for other
administrative costs we incur. While there are no current charges for these
costs, we may impose a charge for
- Changing net payment allocation instructions
- Changing the allocation of the Monthly Deduction among the various
sub-accounts
- Providing a projection of values
WHAT ARE THE EXPENSES AND FEES OF THE FUNDS?
The following table shows the expenses of the Funds for 1998. For more
information concerning fees and expenses, see the prospectuses of the Funds.
CHARGES OF THE UNDERLYING FUNDS -- In addition to the charges described above,
certain fees and expenses are deducted from the assets of the Underlying Funds.
The levels of fees and expenses vary among the Underlying
12
Funds. The following table shows the expenses of the Underlying Funds for 1998.
For more information concerning fees and expenses, see the prospectuses of the
Underlying Funds.
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY WAIVERS/
UNDERLYING FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) REIMBURSEMENTS)
- ------------------------------------------------------------ ------------------- ------------------ ---------------------
Select Emerging Markets Fund (@)............................ 1.00%* 1.19% 2.19%(1)(2)*
Select International Equity Fund............................ 0.90% 0.12% 1.02%(1)(2)
T. Rowe Price International Stock Portfolio................. 1.05% 0.00% 1.05%
Select Aggressive Growth Fund............................... 0.88% 0.07% 0.95%(1)(2)
Select Capital Appreciation Fund............................ 0.94% 0.10% 1.04%(1)(2)
Select Value Opportunity Fund............................... 0.90%(1)* 0.08% 0.98%(1)(2)*
Select Growth Fund.......................................... 0.81%** 0.05% 0.86%(1)(2)**
Select Strategic Growth Fund (@)............................ 0.39%* 0.81% 1.20%(1)(2)*
Equity Index Fund........................................... 0.29% 0.07% 0.36%(1)
Fidelity VIP Growth Portfolio............................... 0.59% 0.09% 0.68%(3)
Select Growth and Income Fund............................... 0.68% 0.05% 0.73%(1)(2)
Investment Grade Income Fund................................ 0.43% 0.09% 0.52%(1)
Fidelity VIP Equity-Income Portfolio........................ 0.49% 0.09% 0.58%(3)
Fidelity VIP High Income Portfolio.......................... 0.58% 0.12% 0.70%
Money Market Fund........................................... 0.26% 0.06% 0.32%(1)
(@) Select Emerging Markets Fund and Select Strategic Growth Fund commenced
operations on February 20, 1998. Expenses shown are annualized.
* Amount has been adjusted to reflect a voluntary expense limitation currently
in effect for Select Emerging Markets Fund, Select Value Opportunity Fund,
and Select Strategic Growth Fund. Without these adjustments, the Management
Fees and Total Fund Expenses would have been 1.35% and 2.54%, respectively
for Select Emerging Markets Fund, 0.91% and 0.99%, respectively, for Select
Value Opportunity Fund, and 0.85% and 1.66%, respectively for the Select
Strategic Growth Fund.
** Effective June 1, 1998, the management fee for the Select Growth Fund was
revised. The Management Fee and Total Fund Expense ratios shown in the table
above have been adjusted to assume that the revised rates took effect
January 1, 1998.
(1) Until further notice, Allmerica Financial Investment Management Services,
Inc. ("AFIMS") has declared a voluntary expense limitation of 1.35% of
average net assets for Select Aggressive Growth Fund and Select Capital
Appreciation Fund, 1.25% for Select Value Opportunity Fund, 1.50% for Select
International Equity Fund, 1.20% for Select Growth Fund, 1.10% for Select
Growth and Income Fund, 1.00% for Investment Grade Income Fund, and 0.60%
for Money Market Fund and Equity Index Fund. The total operating expenses of
these Funds of the Trust were less than their respective expense limitations
throughout 1998.
Until further notice, AFIMS has declared a voluntary expense limitation of
1.20% of average daily net assets for the Select Strategic Growth Fund. In
addition, AFIMS has agreed to voluntarily waive its management fee to the
extent that expenses of the Select Emerging Markets Fund exceed 2.00% of the
Fund's average daily net assets, except that such waiver shall not exceed
the net amount of management fees earned by AFIMS from the Fund after
subtracting fees paid by AFIMS to a sub-adviser.
Until further notice, the Select Value Opportunity Fund's management fee
rate has been voluntarily limited to an annual rate of 0.90% of average
daily net assets, and total expenses are limited to 1.25% of average daily
net assets.
The declaration of a voluntary management fee or expense limitation in any
year does not bind AFIMS to declare future expense limitations with respect
to these Funds. These limitations may be terminated at any time.
13
(2) These funds have entered into agreements with brokers whereby brokers
rebate a portion of commissions. Had these amounts been treated as
reductions of expenses, the total annual fund operating expense ratios would
have been 2.19% for Select Emerging Market Fund, 0.92% for Select Aggressive
Growth Fund, 1.02% for Select Capital Appreciation Fund, 0.94% for Select
Value Opportunity Fund, 1.01% for Select International Equity Fund, 0.84%
for Select Growth Fund, 1.14% for Select Strategic Growth Fund, and 0.70%
for Select Growth and Income Fund.
(3) A portion of the brokerage commissions that certain funds paid were used to
reduce Fund expenses. In addition, certain funds, or Fidelity Management &
Research Company on behalf of certain funds, have entered into arrangements
with their custodian whereby credits realized as a result of uninvested cash
balances were used to reduce custodian expenses. Including these reductions,
the total operating expenses presented in the table would have been 0.57%
for Fidelity VIP Equity-Income Portfolio, and 0.66% for Fidelity VIP Growth
Portfolio.
The Underlying Fund information above was provided by the Underlying Funds
and was not independently verified by the Company.
WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?
The Policy will not lapse if you fail to make payments unless:
- The Policy Value is insufficient to cover the next monthly deduction and
loan interest accrued; OR
- Outstanding loans exceeds Policy Value less surrender charges
There is a 62-day grace period in either situation.
If you make payments at least equal to minimum monthly payments, we guarantee
that your Policy will not lapse before the 49th monthly processing date from
date of issue or increase in Face Amount, within limits and excluding loan
foreclosure. If the Guaranteed Death Benefit Rider is in effect, the Policy will
not lapse regardless of the investment performance of the Variable Account
excluding loan foreclosure. For more information, see "Guaranteed Death Benefit
Rider."
You may reinstate your Policy within three years after the grace period, within
limits.
HOW IS MY POLICY TAXED?
The Policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance policy. On a withdrawal of Policy Value, Policy owners
currently are taxed only on the amount of the withdrawal that exceeds total
payments. Withdrawals greater than payments made are treated as ordinary income.
During the first 15 Policy years, however, an "interest first" rule applies to
distributions of cash required under Section 7702 of the Internal Revenue Code
("Code") because of a reduction in benefits under the Policy.
The Net Death Benefit under the Policy is excludable from the gross income of
the beneficiary. However, in some circumstances federal estate tax may apply to
the Net Death Benefit or the Policy Value.
A Policy may be considered a "modified endowment contract." This may occur if
total payments during the first seven Policy years (or within seven years of a
material change in the Policy) exceed the total net level payments payable, if
the Policy had provided paid-up future benefits after seven level payments. If
the Policy is considered a modified endowment contract, all distributions
(including Policy loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis. Also, a 10% penalty tax may be imposed on
that part of a distribution that is includible in income.
14
This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy. The Prospectus and the Policy provide further
detail. The Policy provides insurance protection for the named beneficiary. The
Policy and its attached application or enrollment form are the entire agreement
between you and the Company.
DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND THE UNDERLYING FUNDS
THE COMPANY
The Company is a life insurance company organized under the laws of Delaware in
1974. As of December 31, 1998, the Company had over $14 billion in assets and
over $26 billion of life insurance in force. We are a wholly owned subsidiary of
First Allmerica Financial Life Insurance Company, formerly named State Mutual
Life Assurance Company of America ("First Allmerica"), which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation. First Allmerica was
organized under the laws of Massachusetts in 1844 and is the fifth oldest life
insurance company in America. Our Principal Office is 440 Lincoln Street,
Worcester, Massachusetts 01653, Telephone 1-800-855-1000. We are subject to the
laws of the state of Delaware, to regulation by the Commissioner of Insurance of
Delaware, and to other laws and regulations where we are licensed to operate.
The Company is a charter member of the Insurance Marketplace Standards
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 with fifteen sub-accounts.
Each sub-account invests in a fund of the Trust, Fidelity VIP, or T. Rowe Price.
The assets used to fund the variable part of the Policies are set aside in
sub-accounts and are separate from our general assets. We administer and account
for each sub-account as part of our general business. However, income, capital
gains and capital losses are allocated to each sub-account without regard to any
of our other income, capital gains or capital losses. Under Delaware law, the
assets of the Variable Account may not be charged with any liabilities arising
out of any other business of ours.
Our Board of Directors authorized the establishment of the Variable Account by
vote on June 13, 1996. The Variable Account meets the definition of "separate
account" under federal securities laws. It is registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"). This registration does not involve SEC
supervision of the management or investment practices or policies of the
Variable Account or of the Company. We reserve the right, subject to law, to
change the names of the Variable Account and the sub-accounts.
Each sub-account has two sub-divisions. One sub-division applies to Policies
during the first ten Policy years, which are subject to the administrative
charge. After the tenth Policy year, we automatically allocate a Policy to the
second sub-division to which the charge does not apply.
THE TRUST
The Trust is an open-end, diversified management investment company registered
with the SEC under the 1940 Act. This registration does not involve SEC
supervision of the investments or investment policy of the Trust or its separate
investment portfolios.
15
First Allmerica established the Trust as a Massachusetts business trust on
October 11, 1984. The Trust is a vehicle for the investment of assets of various
separate accounts established by the Company, or other insurance companies.
Shares of the Trust are not offered to the public but solely to the separate
accounts. Ten different investment portfolios of the Trust are available under
the Policies, each issuing a series of shares: the Select Emerging Markets Fund,
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Value Opportunity Fund, Select Growth Fund, Select
Strategic Growth Fund, Select Growth and Income Fund, Select Income Fund and
Money Market Fund. The assets of each fund are held separate from the assets of
the other funds. Each fund operates as a separate investment vehicle. The income
or losses of one fund have no effect on the investment performance of another
fund. The sub-accounts reinvest dividends and/or capital gains distributions
received from a fund in more shares of that fund as retained assets.
AFIMS serves as investment manager of the Trust. AFIMS has entered into
agreements with other investment managers ("Sub-Advisers"), who manage the
investments of the funds. See "Investment Advisory Services to the Trust."
FIDELITY VIP
Fidelity VIP, managed by Fidelity Management & Research Company ("FMR"), is an
open-end, diversified, management investment company organized as a
Massachusetts business trust on November 13, 1981 and registered with the SEC
under the 1940 Act. Three of its investment portfolios are available under the
Policies: Fidelity VIP Growth Portfolio, Fidelity VIP Equity-Income Portfolio
and Fidelity VIP High Income Portfolio.
T. ROWE PRICE
T. Rowe Price, managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. One of its investment portfolios is available under the Policies:
the T. Rowe Price International Stock Portfolio. T. Rowe Price Associates, Inc.,
an affiliate of Price-Fleming, serves as sub-adviser to the Select Capital
Appreciation Fund of the Trust.
INVESTMENT OBJECTIVES AND POLICIES
A summary of investment objectives of the funds is set forth below. BEFORE
INVESTING, READ CAREFULLY THE PROSPECTUSES OF THE TRUST, FIDELITY VIP, T. ROWE
PRICE THAT ACCOMPANY THIS PROSPECTUS. THE PROSPECTUSES OF THE TRUST, FIDELITY
VIP AND T. ROWE PRICE CONTAIN MORE DETAILED INFORMATION ON THE FUNDS' INVESTMENT
OBJECTIVES, RESTRICTIONS, RISKS AND EXPENSES. Statements of Additional
Information for the funds are available on request. The investment objectives of
the funds may not be achieved. Policy Value may be less than the aggregate
payments made under the Policy.
SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by investing
in the world's emerging markets. The Sub-Adviser for the Select Emerging Markets
Fund is Schroder Investment Management North America Inc.
SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return
(capital appreciation and income) primarily by investing in common stocks of
established non-U.S. companies. The Sub-Adviser for the Select International
Equity Fund is Bank of Ireland Asset Management (U.S.) Limited.
T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO -- seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies. The Manager of the Portfolio is Rowe Price-Fleming International,
Inc.
16
SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by
investing primarily in common stocks of companies that are believed to have
significant potential for capital appreciation. The Sub-Adviser for the Select
Aggressive Growth Fund is Nicholas-Applegate Capital Management, L.P.
SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective. The Fund will invest primarily in common stock of industries and
companies which are experiencing favorable demand for their products and
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser for the Select Capital Appreciation Fund is
T. Rowe Price Associates, Inc.
SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing
primarily in a diversified portfolio of common stocks of small and mid-size
companies, whose securities at the time of purchase are considered by the
Sub-Adviser to be undervalued. The Sub-Adviser for the Select Value Opportunity
Fund is Cramer Rosenthal McGlynn, LLC.
SELECT GROWTH FUND -- seeks to achieve growth of capital by investing in a
diversified portfolio consisting primarily of common stocks selected for their
long-term growth potential. The Sub-Adviser for the Select Growth Fund is Putnam
Investment Management, Inc.
SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies. The Sub-Adviser for the
Select Strategic Growth Fund is Cambiar Investors, Inc.
EQUITY INDEX FUND -- seeks to provide investment results that correspond to the
aggregate price and yield performance of a representative selection of United
States publicly traded common stocks. The Equity Index Fund seeks to achieve its
objective by attempting to replicate the aggregate price and yield performance
of the Standard & Poor's Composite Index of 500 Stocks.
FIDELITY VIP GROWTH PORTFOLIO -- seeks to achieve capital appreciation. The
Portfolio normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.
SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of
capital and current income. The fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks. The Sub-Adviser for
the Select Growth and Income Fund is J. P. Morgan Investment Management Inc.
FIDELITY VIP EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield that exceeds the composite yield on the
securities comprising S&P 500.
FIDELITY VIP HIGH INCOME PORTFOLIO -- seeks to obtain a high level of current
income by investing primarily in high-yielding, lower-rated fixed-income
securities (commonly referred to as "junk bonds"), while also considering growth
of capital. These securities are often considered to be speculative and involve
greater risk of default or price changes than securities assigned a high quality
rating. For more information about these lower-rated securities, see the
Fidelity VIP prospectus.
SELECT INCOME FUND -- seeks a high level of current income. The fund will invest
primarily in investment grade, fixed-income securities. The Sub-Adviser for the
Select Income Fund is Standish, Ayer & Wood, Inc.
INVESTMENT GRADE INCOME FUND -- seeks to invest in a diversified portfolio of
fixed income securities with the objective of seeking as high a level of total
return (including both income and realized and unrealized capital gains) as is
consistent with prudent investment management.
17
MONEY MARKET FUND -- seeks to obtain maximum current income consistent with the
preservation of capital and liquidity. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Money Market Fund.
If there is a material change in the investment policy of a fund, we will notify
you of the change. If you have Policy Value allocated to that fund, you may
without charge reallocate the Policy Value to another fund or to the Fixed
Account. We must receive your written request within 60 days of the LATEST of
the:
- Effective date of the change in the investment policy OR
- Receipt of the notice of your right to transfer.
INVESTMENT ADVISORY SERVICES
INVESTMENT ADVISORY SERVICES TO THE TRUST
The Trustees have responsibility for the supervision of the affairs of the
Trust. The Trustees have entered into a management agreement with AFIMS , an
indirectly wholly owned subsidiary of First Allmerica. AFIMS, subject to Trustee
review, is responsible for the daily affairs of the Trust and the general
management of the funds. AFIMS performs administrative and management services
for the Trust, furnishes to the Trust all necessary office space, facilities and
equipment, and pays the compensation, if any, of officers and Trustees who are
affiliated with AFIMS.
The Trust bears all expenses incurred in its operation, other than the expenses
AFIMS assumes under the management agreement. Trust expenses include:
- Costs to register and qualify the Trust's shares under the Securities Act
of 1933 ("1933 Act")
- Other fees payable to the SEC
- Independent public accountant, legal and custodian fees
- Association membership dues, taxes, interest, insurance payments and
brokerage commissions
- Fees and expenses of the Trustees who are not affiliated with AFIMS
- Expenses for proxies, prospectuses, reports to shareholders and other
expenses
Under the management agreement with the Trust, AFIMS has entered into agreements
with investment advisers ("Sub-Advisers") selected by AFIMS and Trustees in
consultation with BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension
consulting firm. The cost of such consultation services is borne by AFIMS. As a
consultant, BARRA RogersCasey has no decision-making authority with respect to
the Funds, and is not responsible for any advice provided by AFIMS or the
Sub-Advisers. The Sub-Advisers (other than Allmerica Asset Management, Inc.) are
not affiliated with the Company or the Trust.
18
For providing its services under the management agreement, AFIMS receives a fee,
computed daily at an annual rate based on the average daily net asset value of
each fund as follows:
Select Emerging Markets Fund * 1.35 %
Select International Equity Fund First $100 million 1.00 %
Next $150 million 0.90 %
Over $250 million 0.85 %
Select Aggressive Growth Fund First $100 million 1.00 %
Next $150 million 0.90 %
Over $250 million 0.85 %
Select Capital Appreciation Fund First $100 million 1.00 %
Next $150 million 0.90 %
Over $250 million 0.85 %
Select Value Opportunity Fund First $100 million 1.00 %
Next $150 million 0.85 %
Next $250 million 0.80 %
Next $250 million 0.75 %
Over $750 million 0.70 %
Select Growth Fund First $250 million 0.85 %
Next $250 million 0.80 %
Next $250 million 0.75 %
Over $750 million 0.70 %
Select Strategic Growth Fund * 0.85 %
Equity Index Fund First $50 million 0.35 %
Next $200 million 0.30 %
Over $250 million 0.25 %
Investment Grade Income Fund First $50 million 0.50 %
Next $50 million 0.45 %
Over $100 million 0.40 %
Select Income Fund First $50 million 0.60 %
Next $50 million 0.55 %
Over $100 million 0.45 %
Money Market Fund First $50 million 0.35 %
Next $200 million 0.25 %
Over $250 million 0.20 %
* For the Select Emerging Markets Fund and the Select Strategic Growth Fund, the
investment management fee does not vary according to the level of assets in the
Fund.
Pursuant to the Management Agreement with the Trust, AFIMS has entered into
agreements ("Sub-Adviser Agreements") with other investment advisers
("Sub-Advisers") under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser Agreements, the Sub-Advisers are
authorized to engage in portfolio transactions on behalf of the applicable Fund,
subject to such general or specific instructions as may be given by the
Trustees. AFIMS is solely responsible for the payment of all fees for investment
management services to the Sub-Advisers. Sub-Adviser fees, described in the
Trust's prospectus, in no way increase the costs that the funds, Variable
Account and Policy owners bear.
19
INVESTMENT ADVISORY SERVICES TO FIDELITY VIP
For managing investments and business affairs, each Portfolio pays a monthly
management fee to FMR. The prospectus of VIP contains additional information
concerning the Portfolios, including information concerning additional expenses
paid by the Portfolios, and should be read in conjunction with this Prospectus.
The fee for each fund is calculated by adding a group fee rate to an individual
fund fee rate, multiplying the result by the fund's monthly average net assets,
and dividing by twelve.
The Fidelity VIP High Income Portfolio's annual fee rate is made up of the sum
of two components:
1. A group fee rate based on the average net assets of all the mutual funds
advised by FMR. On an annual basis, this rate cannot rise above 0.37%, and
drops as total assets under management increase.
2. An individual fund fee rate of 0.45% for the Fidelity VIP High Income
Portfolio.
The Fidelity VIP Growth and the Fidelity VIP Equity-Income Portfolios' annual
fee rates are each made up of two components:
1. A group fee rate based on the average net assets of all the mutual funds
advised by FMR. On an annual basis, this rate cannot rise above 0.52%, and
drops as total assets under management increase.
2. An individual fund fee rate 0.30% for the Fidelity VIP Growth Portfolio and
0.20% for the Fidelity VIP Equity-Income Portfolio.
Thus, the Fidelity VIP High Income Portfolio may have a fee as high as 0.82%.
The Fidelity VIP Growth Portfolio may have a fee of as high as 0.82% of its
average net assets. The Fidelity VIP Equity-Income Portfolio may have a fee as
high as 0.72% of its average net assets.
INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE
To cover investment management and operating expenses, the T. Rowe Price
International Stock Portfolio pays Price-Fleming a single, all-inclusive fee of
1.05% of its average daily net assets.
THE POLICY
APPLYING FOR A POLICY
After receiving a completed application or enrollment form from a prospective
Policy owner, we will begin underwriting to decide the insurability of the
proposed Insured. We may require medical examinations and other information
before deciding insurability. We issue a Policy only after underwriting has been
completed. We may reject an application or enrollment form that does not meet
our underwriting guidelines.
If a prospective Policy owner makes an initial payment of at least one minimum
monthly payment, we will provide fixed conditional insurance during
underwriting. The fixed conditional insurance will be the insurance applied for,
up to a maximum of $500,000, depending on age and underwriting class. This
coverage will continue for a maximum of 90 days from the date of the application
or enrollment form or, if required, the completed medical exam. If death is by
suicide, we will return only the premium paid.
If no fixed conditional insurance was in effect, on Policy delivery we will
require a sufficient payment to place the insurance in force. If you made
payments before the date of issuance and acceptance, we will allocate the
payments to the Fixed Account. IF THE POLICY IS NOT ISSUED AND ACCEPTED, THE
PAYMENTS WILL BE RETURNED TO YOU WITHOUT INTEREST.
If the Policy is issued and accepted, we will allocate your Policy Value on
issuance and acceptance according to your instructions. However, if your Policy
provides for a full refund of payments under its "Right to Examine Policy"
provision as required in your state (see THE POLICY -- "Free-Look Period"), we
will
20
initially allocate your sub-account investments to the Money Market Fund. This
allocation to the Money Market Fund will be until the fourth day after the
expiration of the "Right to Examine" provision of your policy.
After this, we will allocate all amounts according to your investment choices.
FREE-LOOK PERIOD
The Policy provides for a free look period. You have the right to examine and
cancel your Policy by returning it to us or to one of our representatives on or
before the 10 days after you receive the Policy or longer when state law so
requires. There may be a longer period in certain jurisdictions; see the "Right
to Examine" provision in your Contract.
If your Policy provides for a full refund under its "Right to Examine Policy"
provision, the Company will mail a refund to you within seven days. We may delay
a refund of any payment made by check until the check has cleared your bank.
Where required by state law, however, your refund will be the GREATER of
- Your entire payment OR
- The Policy Value PLUS deductions under the Policy for taxes, charges or
fees
If your Policy does not provide for a full refund, you will receive
- Amounts allocated to the Fixed Account PLUS
- The Policy Value in the Variable Account PLUS
- All fees, charges and taxes which have been imposed
After an increase in Face Amount, we will mail or deliver a notice of a free
look for the increase. You will have the right to cancel the increase before the
10 days after you receive the Policy or longer when state law so requires. There
may be a longer period in certain jurisdictions; see the "Right to Examine"
provision in your Contract.
On canceling the increase, you will receive a credit to your Policy Value of the
charges deducted for the increase. Upon request, we will refund the amount of
the credit to you. We will waive any surrender charge computed for the increase.
CONVERSION PRIVILEGE
Within 24 months of the date of issue or an increase in Face Amount, you can
convert your Policy into a Fixed Policy by transferring all Policy Value in the
sub-accounts to the Fixed Account. The conversion will take effect at the end of
the valuation period in which we receive, at our Principal Office, notice of the
conversion satisfactory to us. There is no charge for this conversion. We will
allocate all future payments to the Fixed Account, unless you instruct us
otherwise.
PAYMENTS
Payments are payable to the Company. Payments may be made by mail to our
Principal Office or through our authorized representative. All payments after
the initial payment are credited to the Variable Account or Fixed Account on the
date of receipt at the Principal Office.
21
You may establish a schedule of planned payments. If you do, we will bill you at
regular intervals. Making planned payments will not guarantee that the Policy
will remain in force. The Policy will not necessarily lapse if you fail to make
planned payments. You may make unscheduled payments before the Final Payment
Date or skip planned payments. If the Guaranteed Death Benefit Rider is in
effect, there are certain minimum payment requirements.
The Policy does not limit payments as to frequency and number. However, no
payment may be less than $100 without our consent. You may choose a monthly
automatic payment method of making payments. Under this method, each month we
will deduct payments from your checking account and apply them to your Policy.
The minimum automatic payment allowed is $50. Payments must be sufficient to
provide a positive policy value less outstanding loan at the end of each Policy
month or the Policy may lapse. See POLICY TERMINATION AND REINSTATEMENT.
During the first 48 Policy months following the date of issue or an increase in
Face Amount, a guarantee may apply to prevent the Policy from lapsing. The
guarantee will apply during this period if you make payments that, when reduced
by policy loans, partial withdrawals and partial withdrawal costs, equal or
exceed the required minimum monthly payments. The required minimum monthly
payments are based on the number of months the Policy, increase in Face Amount
or policy change that causes a change in the minimum monthly payment has been in
force. MAKING MONTHLY PAYMENTS EQUAL TO THE MINIMUM MONTHLY PAYMENTS DOES NOT
GUARANTEE THAT THE POLICY WILL REMAIN IN FORCE, EXCEPT AS STATED IN THIS
PARAGRAPH.
Under the Death Benefit Option 1 and the Death Benefit Option 2, total payments
may not exceed the current maximum payment limits under federal tax law. These
limits will change with a change in Face Amount, underwriting reclassifications,
the addition or deletion of a Rider, or a change between the Death Benefit
Option 1 and Death Benefit Option 2. Where total payments would exceed the
current maximum payment limits, the excess first will be applied to repay any
outstanding loans. If there are remaining excess payments, any such excess
payments will be returned to you. However, we will accept a payment needed to
prevent Policy lapse during a Policy year. See POLICY TERMINATION AND
REINSTATEMENT.
ALLOCATION OF NET PAYMENTS
The net payment equals the payment made less the payment expense charge. In the
application or enrollment form for your Policy, you decide the initial
allocation of the net payment among the Fixed Account and the sub-accounts. You
may allocate payments to one or more of the sub-accounts. The minimum amount
that you may allocate to a sub-account is 1.00% of the net payment. Allocation
percentages must be in whole numbers (for example, 33 1/3% may not be chosen)
and must total 100%.
You may change the allocation of future net payments by written request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application or enrollment form. The
policy of the Company and its representatives and affiliates is that they will
not be responsible for losses resulting from acting on telephone requests
reasonably believed to be genuine. The Company will employ reasonable methods to
confirm that instructions communicated by telephone are genuine; otherwise, the
Company may be liable for any losses from unauthorized or fraudulent
instructions. Such procedures may include, among others, requiring some form of
personal identification prior to acting upon instructions received by telephone.
All telephone requests are tape-recorded.
An allocation change will take effect on the date of receipt of the notice at
the Principal Office. No charge is currently imposed for changing payment
allocation instructions. We reserve the right to impose a charge in the future,
but guarantee that the charge will not exceed $25.
22
The Policy Value in the sub-accounts will vary with investment experience. You
bear this investment risk. Investment performance may also affect the death
benefit. Please review your allocations of payments and Policy Value as market
conditions and your financial planning needs change.
TRANSFER PRIVILEGE
Subject to our then current rules, you may transfer amounts among the
sub-accounts or between a sub-account and the Fixed Account. (You may not
transfer that portion of the Policy Value held in the Fixed Account that secures
a Policy loan.) We will make transfers at your written request or telephone
request, as described in THE POLICY -- "Allocation of Net Payments." Transfers
are effected at the value next computed after receipt of the transfer order.
Currently, the first 12 transfers in a Policy year are free. After that, we will
deduct a $10 transfer charge from amounts transferred in that Policy year. We
reserve the right to increase the charge, but we guarantee the charge will never
exceed $25. Any transfers made for a conversion privilege, Policy loan or
material change in investment policy or under an automatic transfer option will
not count toward the 12 free transfers.
The transfer privilege is subject to our consent. We reserve the right to impose
limits on transfers including, but not limited to, the:
- Minimum amount that may be transferred
- Minimum amount that may remain in a sub-account following a transfer from
that sub-account
- Minimum period between transfers involving the Fixed Account
- Maximum amounts that may be transferred from the Fixed Account
Transfers to and from the Fixed Account are currently permitted only if:
- the amount transferred from the Fixed Account in each transfer may not
exceed the lesser of $100,000 or 25% of the Policy Value.
- You may make only one transfer involving the Fixed Account in each policy
quarter
These rules are subject to change by the Company.
DOLLAR-COST AVERAGING OPTION AND AUTOMATIC REBALANCING OPTION
You may have automatic transfers of at least $100 a month made on a periodic
basis:
- from the Sub-Accounts which invest in the Money Market Fund of the Trust
and the Fixed Account, respectively, to one or more of the other
Sub-Accounts ("Dollar-Cost Averaging Option"), or
- to reallocate Policy Value among the Sub-Accounts ("Automatic Rebalancing
Option").
Automatic transfers may be made on a monthly, quarterly, semi-annual or annual
schedule. You may request the day of the month on which automatic transfers will
occur (the "transfer date"). If you do not choose a transfer date, the transfer
date will be the 15th of the scheduled month. However, if the transfer date is
not a business day, the automatic transfer will be processed on the next
business day. Each automatic transfer is free, and will not reduce the remaining
number of transfers that are free in a Policy year.
23
DEATH BENEFIT
GUIDELINE MINIMUM DEATH BENEFIT. In order to qualify as "life insurance" under
the Federal tax laws, this Policy must provide a Guideline Minimum Death
Benefit. The Guideline Minimum Death Benefit will be determined as of the date
of death. If the Death Benefit Option 1 or the Death Benefit Option 2 is in
effect, the Guideline Minimum Death Benefit is obtained by multiplying the
Policy Value by a percentage factor for the Insured's attained age, as shown in
the table in Appendix A. If the Death Benefit Option 3 is in effect, the
Guideline Minimum Death Benefit is obtained by multiplying the Policy Value by a
percentage for the Insured's attained age, sex, and underwriting class, as set
forth in the Policy.
Guideline Minimum Death Benefit Table in Appendix A is used when the Death
Benefit Option 1 or the Death Benefit Option 2 is in effect. The Guideline
Minimum Death Benefit Table in Appendix A reflects the requirements of the
"guideline premium/guideline death benefit" test set forth in the Federal tax
laws. Guideline Minimum Death Benefit factors are set forth in the Policy when
the Death Benefit Option 3 is in effect. These factors reflect the requirements
of the "cash value accumulation" test set forth in the Federal tax laws. The
Guideline Minimum Death Benefit factors will be adjusted to conform to any
changes in the tax laws. For more information, see ELECTION OF DEATH BENEFIT
OPTIONS, below.
NET DEATH BENEFIT. If the Policy is in force on the Insured's death, we will,
with due proof of death, pay the Net Death Benefit to the named beneficiary. We
will normally pay the Net Death Benefit within seven days of receiving due proof
of the Insured's death, but we may delay payment of Net Death Benefits. See
OTHER POLICY PROVISIONS -- "Delay of Payments." The beneficiary may receive the
Net Death Benefit in a lump sum or under a payment option. See APPENDIX C --
PAYMENT OPTIONS.
The Net Death Benefit depends on the current Face Amount and the Death Benefit
Option that is in effect on the date of death. Before the Final Payment Date,
the Net Death Benefit is:
- The death benefit provided under the Death Benefit Option 1, Death Benefit
Option 2, or Death Benefit Option 3, whichever is elected and in effect on
the date of death, PLUS
- Any other insurance on the Insured's life that is provided by Rider, MINUS
- Any outstanding loan, any partial withdrawals, partial withdrawal costs,
and due and unpaid monthly charges through the Policy month in which the
Insured dies.
After the Final Payment Date, if the Guaranteed Death Benefit Rider is not in
effect, the Net Death Benefit is:
- The Policy Value MINUS
- Any outstanding loan
In most states, we will compute the Net Death Benefit on
- The date we receive due proof of the Insured's death under Death Benefit
Option 2 OR
- The date of death for Death Benefit Options 1 and 3.
ELECTION OF DEATH BENEFIT OPTIONS
Federal tax law requires a Guideline Minimum Death Benefit in relation to Policy
Value for a Contract to qualify as life insurance. Under current Federal tax
law, either the Guideline Premium Test or the Cash Value Accumulation Test can
be used to determine if the Contract complies with the definition of "life
insurance" under the Code. At the time of application, you may elect either of
the tests. If you elect the Guideline
24
Premium Test, you will have the choice of electing the Death Benefit Option 1 or
the Death Benefit Option 2. If you elect the Cash Value Accumulation Test, the
Death Benefit Option 3 will apply.
GUIDELINE PREMIUM TEST AND CASH VALUE ACCUMULATION TEST -- There are two main
differences between the Guideline Premium Test and the Cash Value Accumulation
Test. First, the Guideline Premium Test limits the amount of premium that may be
paid into a Contract, while no such limits apply under the Cash Value
Accumulation Test. Second, the factors that determine the Guideline Minimum
Death Benefit relative to the Policy Value are different. APPLICANTS FOR A
POLICY SHOULD CONSULT A QUALIFIED TAX ADVISER IN CHOOSING BETWEEN THE GUIDELINE
PREMIUM TEST AND THE CASH VALUE ACCUMULATION TEST AND IN CHOOSING A DEATH
BENEFIT OPTION.
The Guideline Premium Test limits the amount of premiums payable under a
Contract to a certain amount for an Insured of a particular age, sex, and
underwriting class. Under the Guideline Premium Test, you may choose between the
Death Benefit Option 1 or the Death Benefit Option 2, as described below. After
issuance of the Contract, you may change the selection from the Death Benefit
Option 1 to the Death Benefit Option 2, or vice versa.
The Cash Value Accumulation Test requires that the Death Benefit must be
sufficient so that the cash Surrender Value does not at any time exceed the net
single premium required to fund the future benefits under the Contract. Under
the Cash Value Accumulation Test, required increases in the Guideline Minimum
Death Benefit (due to growth in Policy Value) will generally be greater than
under the Guideline Premium Test. If you choose the Cash Value Accumulation
Test, ONLY the Death Benefit Option 3 is available. You may NOT switch between
the Death Benefit Option 3 to the Death Benefit Option 1 or to the Death Benefit
Option 2, or vice versa.
DEATH BENEFIT OPTION 1 -- LEVEL GUIDELINE PREMIUM TEST. Under Option 1, the
Death Benefit is equal to the greater of the Face Amount or the Guideline
Minimum Death Benefit, as set forth in Table A in Appendix A. The Death Benefit
will remain level unless the Guideline Minimum Death Benefit is greater than the
Face Amount, in which case the Death Benefit will vary as the Policy Value
varies.
The Death Benefit Option 1 will offer the best opportunity for the Policy Value
to increase without increasing the Death Benefit as quickly as it might under
the other options. The Death Benefit will never go below the Face Amount.
DEATH BENEFIT OPTION 2 -- ADJUSTABLE GUIDELINE PREMIUM TEST. Under Option 2, the
Death Benefit is equal to the greater of (1) the Face Amount plus the Policy
Value or (2) the Guideline Minimum Death Benefit, as set forth in Table A in
Appendix A. The Death Benefit will vary as the Policy Value changes, but will
never be less than the Face Amount.
The Death Benefit Option 2 will offer the best opportunity to have an increasing
Death Benefit as early as possible. The Death Benefit will increase whenever
there is an increase in the Policy Value, and will decrease whenever there is a
decrease in the Policy Value. The Death Benefit will never go below the Face
Amount.
DEATH BENEFIT OPTION 3 -- LEVEL GUIDELINE PREMIUM WITH CASH VALUE ACCUMULATION
TEST. Under Option 3, the Death Benefit will equal the greater of (1) the Face
Amount or (2) the Policy Value multiplied by the applicable factor as set forth
in the Policy. The applicable factor depends upon the Underwriting Class, sex
(unisex if required by law), and then-attained age of the Insured. The factors
decrease slightly from year to year as the attained age of the Insured
increases.
The Death Benefit Option 3 will offer the best opportunity for an increasing
death benefit in later Policy years and/or to fund the Policy at the "seven-pay"
limit for the full seven years. When the Policy Value multiplied by the
applicable death benefit factor exceeds the Face Amount, the Death Benefit will
increase whenever there
25
is an increase in the Policy Value, and will decrease whenever there is a
decrease in the Policy Value. However, the Death Benefit will never go below the
Face Amount.
ALL DEATH BENEFIT OPTIONS MAY NOT BE AVAILABLE IN ALL STATES.
ILLUSTRATIONS
For the purposes of the following illustrations, assume that the Insured is
under the age of 40, and that there is no outstanding loan.
ILLUSTRATION OF THE DEATH BENEFIT OPTION 1 -- Under Option 1, a Policy with a
$100,000 Face Amount will have a death benefit of $100,000. However, because the
death benefit must be equal to or greater than 250% of Policy Value (from
Appendix A), if the Policy Value exceeds $40,000 the death benefit will exceed
the $100,000 Face Amount. In this example, each dollar of Policy Value above
$40,000 will increase the death benefit by $2.50.
For example, a Policy with a Policy Value of
- $50,000 will have a Guideline Minimum Death Benefit of $125,000 (e.g.,
$50,000 X 2.50);
- $60,000 will produce a Guideline Minimum Death Benefit of $150,000 (e.g.,
$60,000 X 2.50)
- $75,000 will produce a Guideline Minimum Death Benefit of $187,500 (e.g.,
$75,000 X 2.50).
Similarly, if Policy Value exceeds $40,000, each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example, the Policy Value
is reduced from $60,000 to $50,000 because of partial withdrawals, charges or
negative investment performance, the death benefit will be reduced from $150,000
to $125,000. However, the death benefit will never be less than the Face Amount
of the Policy.
The Guideline Minimum Death Benefit Factor becomes lower as the Insured's age
increases. If the Insured's age in the above example were, for example, 50
(rather than between zero and 40), the applicable percentage would be 185%. The
death benefit would be greater than $100,000 Face Amount when the Policy Value
exceeds $54,054 (rather than $40,000), and each dollar then added to or taken
from Policy Value would change the death benefit by $1.85.
ILLUSTRATION OF THE DEATH BENEFIT OPTION 2 -- Under Option 2, assume that the
Insured is under the age of 40 and that there is no outstanding loan. The Face
Amount of the Policy is $100,000.
Under the Death Benefit Option 2, a Policy with a Face Amount of $100,000 will
produce a death benefit of $100,000 plus Policy Value. For example, a Policy
with Policy Value of
- $10,000 will produce a death benefit of $110,000 (e.g., $100,000 +
$10,000);
- $25,000 will produce a death benefit of $125,000 (e.g., $100,000 +
$25,000);
- $50,000 will produce a death benefit of $150,000 (e.g., $100,000 +
$50,000).
However, the Guideline Minimum Death Benefit must be at least 250% of the Policy
Value. Therefore, if the Policy Value is greater than $66,667, 250% of the
Policy Value will be Guideline Minimum Death Benefit. The Guideline Minimum
Death Benefit will be greater than the Face Amount plus Policy Value. In this
26
example, each dollar of Policy Value above $66,667 will increase the death
benefit by $2.50. For example, if the Policy Value is
- $70,000, the Guideline Minimum Death Benefit will be $175,000 (e.g.,
$70,000 X 2.50);
- $80,000, the Guideline Minimum Death Benefit will be $200,000 (e.g.,
$80,000 X 2.50);
- $90,000, the Guideline Minimum Death Benefit will be $225,000 (e.g.,
$90,000 X 2.50).
Similarly, if Policy Value exceeds $66,667, each dollar taken out of Policy
Value will reduce the death benefit by $2.50. If, for example, the Policy Value
is reduced from $80,000 to $70,000 because of partial withdrawals, charges or
negative investment performance, the death benefit will be reduced from $200,000
to $175,000. If, however, the Policy Value TIMES
- The Guideline Minimum Death Benefit factor is LESS THAN
- The Face Amount PLUS Policy Value, THEN
- The death benefit will be the Face Amount PLUS Policy Value.
The Guideline Minimum Death Benefit factor becomes lower as the Insured's age
increases. If the Insured's age in the above example were 50, the death benefit
must be at least 185% of the Policy Value. The death benefit would be the sum of
the Policy Value plus $100,000 unless the Policy Value exceeded $117,647 (rather
than $66,667). Each dollar added to or subtracted from the Policy would change
the death benefit by $1.85.
ILLUSTRATION OF THE DEATH BENEFIT OPTION 3 -- In this illustration, assume that
the insured is a male, age 35, preferred non-smoker and that there is no
outstanding loan.
Under the Death Benefit Option 3, a Policy with a Face Amount of $100,000 will
have a death benefit of $100,000. However, because the death benefit must be
equal to or greater than 437% of policy value (in policy year 1), if the Policy
Value exceeds $22,883 the death benefit will exceed the $100,000 face amount. In
this example, each dollar of Policy Value above $22,883 will increase the death
benefit by $4.37.
For example, a Policy with a Policy Value of:
- $50,000 will have a Death Benefit of $218,500 ($50,000 X 4.37);
- $60,000 will produce a Death Benefit of $262,200 ($60,000 X 4.37);
- $75,000 will produce a Death Benefit of $327,750 ($75,000 X 4.37).
Similarly, if Policy Value exceeds $22,883, each dollar taken out of policy
value will reduce the death benefit by $4.37. If, for example, the policy value
is reduced from $60,000 to $50,000 because of partial withdrawals, charges, or
negative investment performance, the death benefit will be reduced from $262,200
to $218,500. If, however, the product of the Policy Value times the applicable
percentage is less than the face amount, the death benefit will equal the face
amount.
The applicable percentage becomes lower as the Insured's age increases. If the
Insured's age in the above example were, for example, 50 (rather than 35), the
applicable percentage would be 270% (in policy year 1). The death benefit would
not exceed the $100,000 face amount unless the Policy Value exceeded $37,037
(rather than $22,883), and each dollar then added to or taken from policy value
would change the death benefit by $2.70.
27
CHANGING BETWEEN THE DEATH BENEFIT OPTION 1 AND DEATH BENEFIT 2
You may change between the Death Benefit Option 1 and the Death Benefit Option 2
once each Policy year by written request. (YOU MAY NOT CHANGE BETWEEN THE DEATH
BENEFIT OPTION 3 TO THE DEATH BENEFIT OPTION 1 OR TO THE DEATH BENEFIT OPTION 2,
OR VICE VERSA). Changing options may require evidence of insurability. The
change takes effect on the monthly processing date on or following the date of
underwriting approval. We will impose no charge for changes in death benefit
options.
CHANGE FROM THE DEATH BENEFIT OPTION 1 TO THE DEATH BENEFIT OPTION 2. If you
change the Death Benefit Option 1 to the Death Benefit Option 2, we will
decrease the Face Amount to equal:
- The death benefit MINUS
- The Policy Value on the date of the change
The change may not be made if the Face Amount would fall below $50,000. After
the change from the Death Benefit Option 1 to the Death Benefit Option 2, future
Monthly Insurance Protection charges may be higher or lower than if no change in
option had been made. However, the insurance protection amount will always equal
the Face Amount, unless the Guideline Minimum Death Benefit applies.
CHANGE FROM THE DEATH BENEFIT OPTION 2 TO THE DEATH BENEFIT OPTION 1. If you
change the Death Benefit Option 2 to the Death Benefit Option 1, we will
increase the Face Amount by the Policy Value on the date of the change. The
death benefit will be the GREATER of:
- The new Face Amount or
- The Guideline Minimum Death Benefit under the Death Benefit Option 1
After the change from the Death Benefit Option 2 to the Death Benefit Option 1,
an increase in Policy Value will reduce the insurance protection amount and the
Monthly Insurance Protection charge. A decrease in Policy Value will increase
the insurance protection amount and the Monthly Insurance Protection charge.
A change in death benefit option may result in total payments exceeding the then
current maximum payment limitation under federal tax law. Where total payments
would exceed the current maximum payment limits, the excess first will be
applied to repay any outstanding loans. If there are remaining excess payments,
any such excess payments will be returned to you. However, we will accept a
payment needed to prevent Policy lapse during a Policy year.
A change from the Death Benefit Option 2 to the Death Benefit Option 1 within
five policy years of the Final Payment Date will terminate a Guaranteed Death
Benefit Rider.
GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL STATES)
An optional Guaranteed Death Benefit Rider is available only at issue of the
Policy. If this Rider is in effect, the Company:
- guarantees that your Policy will not lapse regardless of the investment
performance of the Variable Account and
- provides a guaranteed Net Death Benefit.
In order to maintain the Guaranteed Death Benefit Rider, certain minimum premium
payment tests must be met on each Policy anniversary and within 48 months
following the Date of Issue and/or the date of any
28
increase in Face Amount, as described below. In addition, a one-time
administrative charge of $25 will be deducted from Policy Value when the Rider
is elected. Certain transactions, including policy loans, partial withdrawals,
underwriting reclassifications, change in face amount, and change in Death
Benefit Option, can result in the termination of the Rider. If this Rider is
terminated, it cannot be reinstated.
GUARANTEED DEATH BENEFIT TESTS
While the Guaranteed Death Benefit Rider is in effect, the Policy will not lapse
if the following two tests are met:
1. Within 48 months following the Date of Issue of the Policy or of any
increase in the Face Amount, the sum of the premiums paid, less any Debt,
partial withdrawals and withdrawal charges, must be greater than the minimum
monthly payment multiplied by the number of months which have elapsed since
the relevant Date of Issue; and
2. On each Policy anniversary, (a) must exceed (b), where, since the Date of
Issue:
(a) is the sum of your premiums, less any withdrawals, partial withdrawal
charges and Debt which is classified as a preferred loan; and
(b) is the sum of the minimum Guaranteed Death Benefit premiums, as shown on
the specifications page of the Policy.
GUARANTEED DEATH BENEFIT
If the Guaranteed Death Benefit Rider is in effect on the Final Premium Payment
Date, a guaranteed Death Benefit will be provided as long as the Rider is in
force. The Death Benefit will be the greater of:
- the Face Amount as of the Final Premium Payment Date; or
- the Policy Value as of the date due proof of death is received by the
Company.
TERMINATION OF THE GUARANTEED DEATH BENEFIT RIDER
The Guaranteed Death Benefit Rider will end and may not be reinstated on the
first to occur of the following:
- foreclosure of an outstanding loan; or
- the date on which the sum of your payments less withdrawals and loans does
not meet or exceed the applicable Guaranteed Death Benefit test (above);
or
- any Policy change that results in a negative guideline level premium; or
- the effective date of a change from the Death Benefit Option 2 to the
Death Benefit Option 1, if such changes occur within 5 policy years of the
Final Payment Date; or
- a request for a partial withdrawal or preferred loan is made after the
Final Premium Payment Date.
It is possible that the Policy Value will not be sufficient to keep the Policy
in force on the first Monthly Payment Date following the date the Rider
terminates.
CHANGE IN FACE AMOUNT
You may increase or decrease the Face Amount by written request. An increase or
decrease in the Face Amount takes effect on the LATER of the:
- The monthly processing date on or next following date of receipt of your
written request or
29
- The date of approval of your written request, if evidence of insurability
is required
INCREASE -- You must submit with your written request for an increase
satisfactory evidence of insurability. The consent of the Insured is also
required whenever the Face Amount is increased. An increase in Face Amount may
not be less than $10,000. You may not increase the Face Amount after the Insured
reaches age 85. A written request for an increase must include a payment if the
policy value less debt is less than the sum of three minimum monthly payments
We will also compute a new surrender charge based on the amount of the increase.
An increase in the Face Amount will increase the insurance protection amount
and, therefore, the Monthly Insurance Protection charges.
After increasing the Face Amount, you will have the right, during a free-look
period, to have the increase canceled. See THE POLICY -- "Free-Look Period." If
you exercise this right, we will credit to your Policy the charges deducted for
the increase, unless you request a refund of these charges.
DECREASES -- You may decrease the Face Amount by written request. The minimum
amount for a decrease in Face Amount is $10,000. The minimum Face Amount
required after a decrease is $50,000. If
- - you have chosen the Guideline Premium Test and the Policy would not comply
with the maximum payment limitations under federal tax law; and
- - If you have previously made payments in excess of the amount allowed for the
lower Face Amount, then the excess payments will first be used to repay
outstanding loans, if any. If there are any remaining excess payments, we will
pay any such excess to you . A return of Policy Value may result in tax
liability to you.
A decrease in the Face Amount will lower the insurance protection amount and,
therefore, the Monthly Insurance Protection charge. In computing the the Monthly
Insurance Protection charge, a decrease in the Face Amount will reduce the Face
Amount in the following order:
- the Face Amount provided by the most recent increase;
- the next most recent increases successively; and
- the initial Face Amount
On a decrease in the Face Amount, we will deduct from the Policy Value, if
applicable, any surrender charge. You may allocate the deduction to one
sub-account. If you make no allocation, we will make a pro-rata allocation. We
will reduce the surrender charge by the amount of any surrender charge deducted.
POLICY VALUE
The Policy Value is the total value of your Policy. It is the SUM of:
- Your accumulation in the Fixed Account PLUS
- The value of your units in the sub-accounts
There is no guaranteed minimum Policy Value. Policy Value on any date depends on
variables that cannot be predetermined.
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Your Policy Value is affected by the:
- Frequency and amount of your net payments
- Interest credited in the Fixed Account
- Investment performance of your sub-accounts
- Partial withdrawals
- Loans, loan repayments and loan interest paid or credited
- Charges and deductions under the Policy
- The death benefit option
COMPUTING POLICY VALUE -- We compute the Policy Value on the date of issue and
on each Valuation Date. On the date of issue, the Policy Value is:
- The value of the amount allocated to the Money Market Fund (see THE POLICY
-- "Applying for a Policy"), MINUS
- The Monthly Deductions due, PLUS
- Accumulations in the Fixed Account
On each Valuation Date after the date of issue, the Policy Value is the SUM of:
- Accumulations in the Fixed Account PLUS
- The SUM of the PRODUCTS of:
- The number of units in each sub-account TIMES
- The value of a unit in each sub-account on the Valuation Date
THE UNIT -- We allocate each net payment to the sub-accounts you selected. We
credit allocations to the sub-accounts as units. Units are credited separately
for each sub-account.
The number of units of each sub-account credited to the Policy is the QUOTIENT
of:
- That part of the net payment allocated to the sub-account DIVIDED BY
- The dollar value of a unit on the Valuation Date the payment is received
at our Principal Office.
The number of units will remain fixed unless changed by a split of unit value,
transfer, partial withdrawal or surrender. Also, each deduction of charges from
a sub-account will result in cancellation of units equal in value to the amount
deducted.
The dollar value of a unit of a sub-account varies from Valuation Date to
Valuation Date based on the investment experience of that sub-account. This
investment experience reflects the investment performance,
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expenses and charges of the fund in which the sub-account invests. The value of
each unit was set at $1.00 on the first Valuation Date of each sub-account. The
value of a unit on any Valuation Date is the PRODUCT of:
- The dollar value of the unit on the preceding Valuation Date TIMES
- The net investment factor
NET INVESTMENT FACTOR -- The net investment factor measures the investment
performance of a sub-account during the valuation period just ended. The net
investment factor for each sub-account is 1.0000 PLUS the QUOTIENT of:
- The investment income of that sub-account for the valuation period,
adjusted for realized and unrealized capital gains and losses and for
taxes during the valuation period, DIVIDED BY
- The value of that sub-account's assets at the beginning of the valuation
period
The net investment factor may be greater or less than one.
PAYMENT OPTIONS
The Net Death Benefit payable may be paid in a single sum or under one or more
of the payment options then offered by the Company. See APPENDIX C -- PAYMENT
OPTIONS. These payment options also are available at the Final Payment Date or
if the Policy is surrendered. If no election is made, we will pay the Net Death
Benefit in a single sum.
OPTIONAL INSURANCE BENEFITS
You may add optional insurance benefits to the Policy by Rider, as described in
APPENDIX B -- OPTIONAL INSURANCE BENEFITS. The cost of certain optional
insurance benefits becomes part of the Monthly Deduction.
SURRENDER
You may surrender the Policy and receive its surrender value. The surrender
value is:
- The Policy Value MINUS
- Any outstanding loan and surrender charges
We will compute the surrender value on the Valuation Date on which we receive
the Policy with a written request for surrender. We will deduct a surrender
charge if you surrender the Policy within 10 full Policy years of the date of
issue or increase in Face Amount. See CHARGES AND DEDUCTIONS -- "Surrender
Charge."
The surrender value may be paid in a lump sum or under a payment option then
offered by us. See APPENDIX -- PAYMENT OPTIONS. We will normally pay the
surrender value within seven days following our receipt of written request. We
may delay benefit payments under the circumstances described in OTHER POLICY
PROVISIONS -- "Delay of Payments."
For important tax consequences of surrender, see FEDERAL TAX CONSIDERATIONS.
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PARTIAL WITHDRAWAL
After the first Policy year, you may withdraw part of the surrender value of
your Policy on written request. Your written request must state the dollar
amount you wish to receive. You may allocate the amount withdrawn among the
sub-accounts and the Fixed Account. If you do not provide allocation
instructions, we will make a pro-rata allocation. Each partial withdrawal must
be at least $500. Under both Level Death Benefit Options, the Face Amount is
reduced by the partial withdrawal. We will not allow a partial withdrawal if it
would reduce the Death Benefit Option 1 and 3 Face Amount below $40,000.
On a partial withdrawal from a sub-account, we will cancel the number of units
equal in value to the amount withdrawn. The amount withdrawn will be the amount
you requested plus the partial withdrawal costs. See CHARGES AND DEDUCTIONS --
"Partial Withdrawal Costs." We will normally pay the partial withdrawal within
seven days following our receipt of written request. We may delay payment as
described in OTHER POLICY PROVISIONS -- "Delay of Payments."
For important tax consequences of partial withdrawals, see FEDERAL TAX
CONSIDERATIONS.
CHARGES AND DEDUCTIONS
The following charges will apply to your Policy under the circumstances
described. Some of these charges apply throughout the Policy's duration. Other
charges apply only if you choose certain options under the Policy.
No surrender charges, partial withdrawal charges or front-end sales loads are
imposed, and no commissions are paid where the Policy owner as of the date of
application is within the following class of individuals:
All employees of First Allmerica and its affiliates and subsidiaries located at
First Allmerica's home office (or at off-site locations if such employees are on
First Allmerica's home office payroll); directors of First Allmerica and its
affiliates and subsidiaries; all employees and registered representatives of any
broker-dealer that has entered into a sales agreement with us or Allmerica
Investments, Inc. to sell the Policies and any spouses of the above persons or
any children of the above persons.
DEDUCTIONS FROM PAYMENTS
From each payment, we will deduct a Payment Expense Charge of 6.35%, which is
composed of the following:
- Premium tax charge of 2.35% currently
- Deferred Acquisition Costs ("DAC tax") charge of 1.0%
- Front-End Sales Load charge of 3.0%
The 2.35% premium tax charge approximates our average expenses for state and
local premium taxes. Premium taxes vary, ranging from zero to more than 4.00%.
The premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, we do
not expect to make a profit from this deduction. The 1.00% DAC tax deduction
helps reimburse us for approximate expenses incurred from federal taxes for
deferred acquisition costs ("DAC taxes") of the Policies. We deduct the 3.05%
payment expense charge from each payment to partially compensate us for Policy
sales expenses.
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We reserve the right to increase or decrease the premium tax deduction or DAC
tax deduction to reflect changes in our expenses for premium taxes or DAC taxes.
The 3.0% Front-End Sales Load charge will not change, even if sales expenses
change.
MONTHLY CHARGES (THE MONTHLY DEDUCTION)
On each monthly processing date, we will deduct certain following monthly
charges (the "Monthly Deduction") from Policy Value. You may allocate the
Monthly Deduction to any number of sub-accounts. If you make no allocation, we
will make a pro-rata allocation. If the sub-accounts you chose does not have
sufficient funds to cover the Monthly Deduction, we will make a pro-rata
allocation.
The following charges comprise the Monthly Deduction:
- MONTHLY INSURANCE PROTECTION CHARGES -- Before the Final Payment Date, we
will deduct a Monthly Insurance Protection charge from your Policy Value.
This charge is the cost for insurance protection under the Policy.
We deduct the Monthly Insurance Protection charge on each monthly processing
date starting with the date of issue. We will deduct no Monthly Insurance
Protection charges on or after the Final Payment Date.
- MONTHLY EXPENSE CHARGE -- The Monthly Expense Charge will be charged on
the monthly processing date for the first ten years after issue or an
increase in Face Amount. This charge reimburses the Company for
underwriting and acquisition costs. The charge is equal to a specified
amount that varies with the age, sex, and underwriting class of the
Insured for each $1,000 of the Policy's Face Amount. See Appendix G.
- MONTHLY ADMINISTRATION FEE -- A deduction of $7.50 will be taken from the
Policy Value on each monthly processing date up to the Final Payment Date
to reimburse the Company for expenses related to issuance and maintenance
of the Contract.
- MONTHLY MORTALITY AND EXPENSE RISK CHARGE -- This charge is currently
equal to an annual rate of 0.35% of the Policy Value in each sub-account
for the first 10 Policy years and an annual rate of 0.05% for Policy Year
11 and later. The charge is based on the Policy Value in the sub-accounts
as of the prior Monthly Processing Date. The Company may increase this
charge, subject to state and federal law, to an annual rate of 0.60% of
the Policy Value in each sub-account for the first 10 Policy years and an
annual rate of 0.30% for Policy Year 11 and later. The charge is made
after the Final Payment Date.
This charge compensates us for assuming mortality and expense risks for variable
interests in the Policies. The mortality risk we assume is that Insureds may
live for a shorter time than anticipated. If this happens, we will pay more Net
Death Benefits than anticipated. The expense risk we assume is that the expenses
incurred in issuing and administering the Policies will exceed those compensated
by the administrative charges in the Policies. If the charge for mortality and
expense risks is not sufficient to cover mortality experience and expenses, we
will absorb the losses. If the charge turns out to be higher than mortality and
expense risk expenses, the difference will be a profit to us. If the charge
provides us with a profit, the profit will be available for our use to pay
distribution, sales and other expenses.
- MONTHLY RIDER CHARGES -- RIDER CHARGES WILL VARY DEPENDING UPON THE RIDERS
SELECTED, AND BY THE SEX, UNDERWRITING CLASSIFICATION OF THE INSURED.
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COMPUTING INSURANCE PROTECTION CHARGES
We designed the monthly insurance protection charge to compensate us for the
anticipated cost of paying Net Death Benefits under the Policies. The charge is
computed monthly for the initial Face Amount and for each increase in Face
Amount. Monthly insurance protection charges can vary. See APPENDIX A.
INITIAL FACE AMOUNT. -- For the initial Face Amount under the Death Benefit
Option 1 and Death Benefit Option 3, the Monthly Insurance Protection charge is
the PRODUCT of:
- The insurance protection rate TIMES
- The DIFFERENCE between
- The initial Face Amount AND
- The Policy Value (MINUS any Rider charges) at the beginning of the
Policy month
Under the Death Benefit Option 1 and the Death Benefit Option 3, the Monthly
Insurance Protection charge decreases as the Policy Value increases (if the
Guideline Minimum Death Benefit is not in effect).
For the initial Face Amount under the Death Benefit Option 2, the monthly
insurance protection charge is the PRODUCT of:
- The insurance protection rate TIMES
- The initial Face Amount
INCREASES IN FACE AMOUNT. -- For each increase in Face Amount under the Death
Benefit Option 1 or the Death Benefit Option 3, the Monthly Insurance Protection
charge is the PRODUCT of:
The insurance protection rate for the increase TIMES
- The DIFFERENCE between
- The increase in Face Amount AND
- Any Policy Value (MINUS any Rider charges) IN EXCESS OF than the
initial Face Amount at the beginning of the Policy month and not
allocated to a prior increase
For each increase in Face Amount under the Death Benefit Option 2, the monthly
insurance protection charge is the PRODUCT of:
- The insurance protection rate for the increase TIMES
- The increase in Face Amount
If the Guideline Minimum Death Benefit is in effect, we will compute a Monthly
Insurance Protection charge for that part of the death benefit subject to the
Guideline Minimum Death Benefit that exceeds the current death benefit not
subject to the Guideline Minimum Death Benefit.
If you have selected Option 1 or Option 3, the Monthly Insurance Protection is
the PRODUCT of:
- The insurance protection rate for the initial Face Amount TIMES
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- The DIFFERENCE between
a. The Guideline Minimum Death Benefit and
b. The GREATER of the Face Amount or the Policy Value.
If you have selected Death Benefit Option 2, the Monthly Insurance Protection is
the PRODUCT of:
- The insurance protection rate for the initial Face Amount TIMES
- The DIFFERENCE between
a. The Guideline Minimum Death Benefit and
b. The Face Amount PLUS the Policy Value (if you selected the Death
Benefit Option 2)
We will adjust the monthly insurance protection charge for any decreases in Face
Amount. See THE POLICY -- "CHANGE IN FACE AMOUNT: DECREASES."
INSURANCE PROTECTION CHARGES -- We base insurance protection rates on the:
- Male, female or blended unisex rate table
- Age and underwriting class of the Insured
- Effective date of an increase or date of any Rider
For unisex Policies, sex-distinct rates do not apply. For the initial Face
Amount, the insurance protection rates are based on your age at the beginning of
each Policy year. For an increase in Face Amount or for a Rider, the insurance
protection rates are based on your age on each anniversary of the effective date
of the increase or Rider. We base the current insurance protection rates on our
expectations as to future mortality experience. Rates will not, however, be
greater than the guaranteed insurance protection rates set forth in the Policy.
These guaranteed rates will never exceed on the Commissioners 1980 Standard
Ordinary Mortality Tables, Smoker or Non-Smoker (Mortality Table B for unisex
Policies) and the Insured's sex and age. The Tables used for this purpose set
forth different mortality estimates for males and females and for smokers and
non-smokers. Any change in the insurance protection rates will apply to all
Insureds of the same age, sex and underwriting class whose Policies have been in
force for the same period.
The underwriting class of an Insured will affect the insurance protection rates.
We currently place Insureds into preferred underwriting classes, standard
underwriting classes and non-standard underwriting classes. The underwriting
classes are also divided into two categories: smokers and non-smokers. We will
place an Insured under age 18 at the date of issue in a standard or non-standard
underwriting class. We will then classify the Insured as a smoker at age 18
unless we receive satisfactory evidence that the Insured is a non-smoker. Prior
to the Insured's age 18, we will give you notice of how the Insured may be
classified as a non-smoker.
We compute the insurance protection rate separately for the initial Face Amount
and for any increase in Face Amount. However, if the Insured's underwriting
class improves on an increase, the lower insurance protection rate will apply to
the total Face Amount.
FUND EXPENSES
The value of the units of the sub-accounts will reflect the investment advisory
fee and other expenses of the funds whose shares the sub-accounts purchase. The
prospectuses and statements of additional information of the Trust, Fidelity
VIP, and T. Rowe Price contain more information concerning the fees and
expenses.
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No charges are currently made against the sub-accounts for federal or state
income taxes. Should income taxes be imposed, we may make deductions from the
sub-accounts to pay the taxes. See FEDERAL TAX CONSIDERATIONS.
SURRENDER CHARGE
The Company will assess a surrender charge on a withdrawal exceeding the "Free
10% Withdrawal" deducted from Policy Value for up to 10 years from Date of Issue
of the Policy or from the date of increase in Face Amount. This charge applies
only on a full surrender or decrease in Face Amount within ten years of the date
of issue or of an increase in Face Amount. The maximum Surrender Charge is equal
to a specified amount that based on with the age, sex, and underwriting class of
the Insured, for each $1,000 of the Policy's Face Amount. The amount of the
Surrender Charges decreases by one-ninth (11.11%) annually to 0% by the 10th
Contract year. The surrender charge is designed to partially reimburse us for
the administrative costs of product research and development, underwriting,
Policy administration, and for distribution expenses, including commissions to
our representatives, advertising, and the printing of prospectuses and sales
literature.
We compute the surrender charge on date of issue and on any increase in Face
Amount. The surrender charge applies for ten years from date of issue or
increase in Face Amount. We impose the surrender charge only if, during its
duration, you request a full surrender or a decrease in Face Amount.
If more than one surrender charge is in effect because of one or more increases
in Face Amount, we will apply the surrender charges in inverse order. We will
apply surrender and partial withdrawal charges (described below) in this order:
- First, the most recent increase
- Second, the next most recent increases, and so on
- Third, the initial Face Amount.
A surrender charge may be deducted on a decrease in the Face Amount. On a
decrease, the surrender charge deducted is a fraction of the charge that would
apply to a full surrender. The fraction is the PRODUCT of:
- The decrease DIVIDED by the current Face Amount TIMES
- the surrender charge
Where a decrease causes a partial reduction in an increase or in the initial
Face Amount, we will deduct a proportionate share of the surrender charge for
that increase or for the initial Face Amount.
See APPENDIX E -- CALCULATION OF MAXIMUM SURRENDER CHARGES for examples of how
we compute the maximum surrender charge.
PARTIAL WITHDRAWAL COSTS
For each partial withdrawal, we deduct a transaction fee of 2% of the amount
withdrawn, not to exceed $25. This fee is intended to reimburse us for the cost
of processing the withdrawal. The transaction fee applies to all partial
withdrawals, including a Withdrawal without a surrender charge (described
below).
A partial withdrawal charge may also be deducted from Policy Value. However, in
any Policy year, you may withdraw, without a partial withdrawal charge, up to:
- 10% of the Policy Value MINUS
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- The total of any prior free withdrawals in the same Policy year ("Free 10%
Withdrawal")
The right to make the Free 10% Withdrawal is not cumulative from Policy year to
Policy year. For example, if only 8% of Policy Value were withdrawn in the
second Policy year, the amount you could withdraw in future Policy years would
not be increased by the amount you did not withdraw in the second Policy year.
We impose the partial withdrawal charge on any withdrawal greater than the Free
10% Withdrawal. The charge is 5.0% of the excess withdrawal up to the surrender
charge. If no surrender charge applies on withdrawal, no partial withdrawal
charge will apply. We will reduce the Policy's outstanding surrender charge by
the partial withdrawal charge deducted. The partial withdrawal charge deducted
will decrease existing surrender charges in inverse order.
TRANSFER CHARGES
Currently, the first 12 transfers in a Policy year are free. We reserve the
right to limit the number of free transfers in a Policy year to six. After that,
we will deduct a $10 transfer charge from amounts transferred in that Policy
year. We reserve the right to increase the charge, but it will never exceed $25.
This charge reimburses us for the administrative costs of processing the
transfer.
Each of the following transfers of Policy Value from the sub-accounts to the
Fixed Account is free and does not count as one of the 12 free transfers in a
Policy year:
- A conversion within the first 24 months from date of issue or increase
- A transfer to the Fixed Account to secure a loan
- A reallocation of Policy Value within 20 days of the date of issue
- Dollar-Cost Averaging Option and Automatic Rebalancing Option
OTHER ADMINISTRATIVE CHARGES
We reserve the right to charge for other administrative costs we incur. While
there are no current charges for these costs, we may impose a charge for:
- Changing net payment allocation instructions
- Changing the allocation of monthly insurance protection charges among the
various sub-accounts and the Fixed Account
- Providing a projection of values
We do not currently charge for these costs. Any future charge is guaranteed not
to exceed $25 per transaction.
POLICY LOANS
You may borrow money secured by your Policy Value at any time. There is no
minimum loan amount. The total amount you may borrow, including any outstanding
loan, is the loan value. The loan value is 90% of:
- the Policy Value MINUS
- any surrender charges
38
We will usually pay the loan within seven days after we receive the written
request. We may delay the payment of loans as stated in OTHER POLICY PROVISIONS
- -- "Delay of Payments."
We will allocate the loan among the sub-accounts and the Fixed Account according
to your instructions. If you do not make an allocation, we will make a pro-rata
allocation. We will transfer Policy Value in each sub-account equal to the
Policy loan to the Fixed Account. We will not count this transfer as a transfer
subject to the transfer charge.
Policy Value equal to the outstanding loan will earn monthly interest in the
Fixed Account at an annual rate of 4.0%. NO OTHER INTEREST WILL BE CREDITED. The
loan interest rate charged by the Company accrues daily. The current annual
interest rate charged by the Company is 4.80%. The current annual rate of
interest charged on loans may change, but is guaranteed not to exceed 6.00%.
PREFERRED LOAN OPTION
The preferred loan option is automatically available to you, unless you request
otherwise. It may be revoked by you at any time. A request for a preferred loan
after the Final Payment Date will terminate the optional Guaranteed Death
Benefit Rider. Any part of the outstanding loan that represents earnings under
the Policy may be treated as a preferred loan. There is some uncertainty as to
the tax treatment of preferred loans. Consult a qualified tax adviser (and see
FEDERAL TAX CONSIDERATIONS).
Policy Value equal to the outstanding loan will earn monthly interest in the
Fixed Account at an annual rate of at least 4.0%. NO OTHER INTEREST WILL BE
CREDITED. The loan interest rate charged by the Company accrues daily. The
current annual loan interest rate charged by the Company for Preferred Loans is
4.00%. The current annual rate of interest charged on preferred loans may
change, but is guaranteed not to exceed 4.50%.
REPAYMENT OF OUTSTANDING LOAN
You may pay any loans before Policy lapse. We will allocate that part of the
Policy Value in the Fixed Account that secured a repaid loan to the sub-accounts
and Fixed Account according to your instructions. If you do not make a repayment
allocation, we will allocate Policy Value according to your most recent payment
allocation instructions. However, loan repayments allocated to the Variable
Account cannot exceed Policy Value previously transferred from the Variable
Account to secure the outstanding loan.
If the outstanding loan exceeds the amount needed to pay the policy value less
the next monthly deductions, the Policy will terminate. We will mail a notice of
termination to the last known address of you and any assignee. If you do not
make sufficient payment within 62 days after this notice is mailed, the Policy
will terminate with no value. See POLICY TERMINATION AND REINSTATEMENT. The
foreclosure of an outstanding loan will terminate the optional Guaranteed Death
Benefit Rider.
EFFECT OF POLICY LOANS
Policy loans will permanently affect the Policy Value and surrender value, and
may permanently affect the death benefit. The effect could be favorable or
unfavorable, depending on whether the investment performance of the sub-accounts
is less than or greater than the interest credited to the Policy Value in the
Fixed Account that secures the loan.
We will deduct any outstanding loan from the proceeds payable when the Insured
dies or from a surrender.
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POLICY TERMINATION AND REINSTATEMENT
TERMINATION
Unless the Guaranteed Death Benefit Rider is in effect, the Policy will
terminate if:
- Policy Value is insufficient to cover the next Monthly Deduction plus loan
interest accrued OR
- Outstanding loans exceed the Policy Value
If one of these situations occurs, the Policy will be in default. You will then
have a grace period of 62 days, measured from the date of default, to pay a
premium sufficient to prevent termination. On the date of default, we will send
a notice to you and to any assignee of record. The notice will state the premium
due and the date by which it must be paid.
Failure to pay a sufficient premium within the grace period will result in
Policy termination. If the Insured dies during the grace period, we will deduct
from the Net Death Benefit any monthly charges due and unpaid through the Policy
month in which the Insured dies and any other overdue charge.
During the first 48 Policy months following the date of issue or an increase in
the Face Amount, a guarantee may apply to prevent the Policy from terminating
because of insufficient Policy value. This guarantee applies if, during this
period, you pay premiums that, when reduced by partial withdrawals and partial
withdrawal costs, equal or exceed specified minimum monthly payments. The
specified minimum monthly payments are based on the number of months the Policy,
increase in Face Amount or policy change that causes a change in the minimum
monthly payment has been in force. A policy change that causes a change in the
minimum monthly payment is a change in the Face Amount, underwriting
reclassifications, or the addition or deletion of a Rider. Except for the first
48 months after the date of issue or the effective date of an increase, payments
equal to the minimum monthly payment do not guarantee that the Policy will
remain in force.
If the optional Guaranteed Death Benefit Rider is in effect, the Policy will not
lapse regardless of the investment performance of the Variable Account. See
"Guaranteed Death Benefit Rider."
REINSTATEMENT
A terminated Policy may be reinstated within three years of the date of default
and before the Final Payment Date. The reinstatement takes effect on the monthly
processing date following the date you submit to us:
- Written application for reinstatement
- Evidence of insurability showing that the Insured is insurable according
to our underwriting rules and
- A payment that, after the deduction of the payment expense charge, is
large enough to cover the minimum amount payable
Policies which have been surrendered may not be reinstated.
MINIMUM AMOUNT PAYABLE -- If reinstatement is requested when less than 48
Monthly Deductions have been paid since the date of issue or increase in the
Face Amount, you must pay for the lesser of three minimum monthly premiums and
three Monthly Deductions.
If you request reinstatement more than 48 Monthly Processing Dates from the date
of issue or increase in the Face Amount, you must pay 3 monthly deductions.
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SURRENDER CHARGE -- The surrender charge on the date of reinstatement is the
surrender charge that was in effect on the date of termination.
POLICY VALUE ON REINSTATEMENT -- The Policy Value on the date of reinstatement
is:
- The net payment made to reinstate the Policy and interest earned from the
date the payment was received at our Principal Office PLUS
- The Policy Value less any outstanding loan on the date of default (not to
exceed the surrender charge on the date of reinstatement) MINUS
- The Monthly Deductions due on the date of reinstatement
You may reinstate any outstanding loan.
OTHER POLICY PROVISIONS
POLICY OWNER
The Policy Owner is the Insured unless another Policy owner has been named in
the application or enrollment form. As Policy owner, you are entitled to
exercise all rights under your Policy while the Insured is alive, with the
consent of any irrevocable beneficiary. The consent of the Insured is required
whenever the Face Amount is increased.
BENEFICIARY
The beneficiary is the person or persons to whom the Net Death Benefit is
payable on the Insured's death. Unless otherwise stated in the Policy, the
beneficiary has no rights in the Policy before the Insured dies. While the
Insured is alive, you may change the beneficiary, unless you have declared the
beneficiary to be irrevocable. If no beneficiary is alive when the Insured dies,
the Policy owner (or the Policy owner's estate) will be the beneficiary. If more
than one beneficiary is alive when the Insured dies, we will pay each
beneficiary in equal shares, unless you have chosen otherwise. Where there is
more than one beneficiary, the interest of a beneficiary who dies before the
Insured will pass to surviving beneficiaries proportionally.
ASSIGNMENT
You may assign a Policy as collateral or make an absolute assignment. All Policy
rights will be transferred as to the assignee's interest. The consent of the
assignee may be required to make changes in payment allocations, make transfers
or to exercise other rights under the Policy. We are not bound by an assignment
or release thereof, unless it is in writing and recorded at our Principal
Office. When recorded, the assignment will take effect on the date the written
request was signed. Any rights the assignment creates will be subject to any
payments we made or actions we took before the assignment is recorded. We are
not responsible for determining the validity of any assignment or release.
THE FOLLOWING POLICY PROVISIONS MAY VARY BY STATE.
LIMIT ON RIGHT TO CHALLENGE POLICY
We cannot challenge the validity of your Policy if the Insured was alive after
the Policy had been in force for two years from the date of issue. Also, we
cannot challenge the validity of any increase in the Face Amount if the Insured
was alive after the increase was in force for two years from the effective date
of the increase.
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SUICIDE
The Net Death Benefit will not be paid if the Insured commits suicide, while
sane or insane, within two years from the date of issue. Instead, we will pay
the beneficiary all payments made for the Policy, without interest, less any
Outstanding Loan and partial withdrawals. If the Insured commits suicide, while
sane or insane, within two years from any increase in Face Amount, we will not
recognize the increase. We will pay to the beneficiary the monthly insurance
protection charges plus monthly expense charges paid for the increase.
MISSTATEMENT OF AGE OR SEX
If the Insured's age or sex is not correctly stated in the Policy application or
enrollment form, we will adjust benefits under the Policy to reflect the correct
age and sex. The adjusted benefit will be the benefit that the most recent
monthly insurance protection charge would have purchased for the correct age and
sex. We will not reduce the death benefit to less than the Guideline Minimum
Death Benefit. For a unisex Policy, there is no adjusted benefit for
misstatement of sex.
DELAY OF PAYMENTS
Amounts payable from the Variable Account for surrender, partial withdrawals,
Net Death Benefit, Policy loans and transfers may be postponed whenever:
- The New York Stock Exchange is closed other than customary weekend and
holiday closings
- The SEC restricts trading on the New York Stock Exchange
- The SEC determines an emergency exists, so that disposal of securities is
not reasonably practicable or it is not reasonably practicable to compute
the value of the Variable Account's net assets
We may delay paying any amounts derived from payments you made by check until
the check has cleared your bank.
We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months.
FEDERAL TAX CONSIDERATIONS
The following summary of federal tax considerations is based on our
understanding of the present federal income tax laws as they are currently
interpreted. Legislation may be proposed which, if passed, could adversely and
possibly retroactively affect the taxation of the Policies. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Policy owner is a
corporation or the trustee of an employee benefit plan. You should consult a
qualified tax adviser to apply the law to your circumstances.
THE COMPANY AND THE VARIABLE ACCOUNT
The Company is taxed as a life insurance company under Subchapter L of the Code.
We file a consolidated tax return with our parent and affiliates. We do not
currently charge for any income tax on the earnings or realized capital gains in
the Variable Account. We do not currently charge for federal income taxes
respecting the Variable Account. A charge may apply in the future for any
federal income taxes we incur. The charge may become necessary, for example, if
there is a change in our tax status. Any charge would be designed to cover the
federal income taxes on the investment results of the Variable Account.
42
Under current laws, the Company may incur state and local taxes besides premium
taxes. These taxes are not currently significant. If there is a material change
in these taxes affecting the Variable Account, we may charge for taxes paid or
for tax reserves.
TAXATION OF THE POLICIES
We believe that the Policies described in this Prospectus are life insurance
contracts under Section 7702 of the Code. Section 7702 affects the taxation of
life insurance contracts and places limits on the relationship of the Policy
Value to the death benefit. As life insurance contracts, the Net Death Benefits
of the Policies are excludable from the gross income of the beneficiaries. Also,
any increase in Policy Value is not taxable until received by you or your
designee (but see "Modified Endowment Policies").
Federal tax law requires that the investment of each sub-account funding the
Policies is adequately diversified according to Treasury regulations. Although
we do not have control over the investments of the funds, we believe that the
funds currently meet the Treasury's diversification requirements. We will
monitor continued compliance with these requirements.
The Treasury Department has announced that previous regulations on
diversification do not provide guidance concerning the extent to which Policy
owners may direct their investments to divisions of a separate investment
account. Regulations may provide guidance in the future. The Policies or our
administrative rules may be modified as necessary to prevent a Policy owner from
being considered the owner of the assets of the Variable Account.
A surrender, partial withdrawal, change in the death benefit option, change in
the Face Amount, lapse with Policy loan outstanding, or assignment of the Policy
may have tax consequences. Within the first fifteen Policy years, a distribution
of cash required under Section 7702 of the Code because of a reduction of
benefits under the Policy will be taxed to the Policy owner as ordinary income
respecting any investment earnings. Federal, state and local income, estate,
inheritance and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Insured, policy owner or
beneficiary.
POLICY LOANS
We believe that non-preferred loans received under the Policy will be treated as
an indebtedness of the Policy Owner for federal income tax purposes. Under
current law, these loans will not constitute income for the Policy Owner while
the Policy is in force (but see "Modified Endowment Policies"). There is a risk,
however, that a preferred loan may be characterized by the Internal Revenue
Service ("IRS") as a withdrawal and taxed accordingly. At the present time, the
IRS has not issued any guidance on whether loans with the attributes of a
preferred loan should be treated differently than a non-preferred loan. This
lack of specific guidance makes the tax treatment of preferred loans uncertain.
In the event IRS guidelines are issued in the future, you may revoke your
request for a preferred loan.
Section 264 of the Code restricts the deduction of interest on Policy loans.
Consumer interest paid on Policy loans under an individually owned Policy is not
tax deductible. Generally, no tax deduction for interest is allowed on Policy
loans, if the Insured is an officer or employee of, or is financially interested
in, any business carried on by the taxpayer. There is an exception to this rule
which permits a deduction for interest on loans up to $50,000 related to any
policies covering the greater of (1) five individuals or (2) the lesser of (a)
5% of the total number of officers and employees of the corporation or (b) 20
individuals.
43
MODIFIED ENDOWMENT POLICIES
The Technical and Miscellaneous Revenue Act of 1988 ("1988 Act") adversely
affects the tax treatment of distributions under so-called "modified endowment
contracts." Under the 1988 Act, a Policy may be considered a "modified endowment
contract" if:
Total payments during the first seven Policy years (or within seven years of a
material change in the Policy) EXCEED
- The total net level payments payable had the Policy provided for paid-up
future benefits after making seven level payments.
If the Policy is considered a modified endowment contract, distributions
(including Policy loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-first" basis and includible in gross income to the extent
that the surrender value exceeds the policy owner's investment in the Policy.
Any other amounts will be treated as a return of capital up to the Policy
Owner's basis in the Policy. A 10% tax is imposed on that part of any
distribution that is includible in income, unless the distribution is:
- Made after the taxpayer becomes disabled,
- Made after the taxpayer attains age 59 1/2, or
- Part of a series of substantially equal periodic payments for the
taxpayer's life or life expectancy or joint life expectancies of the
taxpayer and beneficiary.
All modified endowment contracts issued by the same insurance company to the
same policy owner during any 12-month period will be treated as a single
modified endowment contract in computing taxable distributions.
Currently, we review each Policy when payments are received to determine if the
payment will render the Policy a modified endowment contract. If a payment would
so render the Policy, we will notify you of the option of requesting a refund of
the excess payment. The refund process must be completed within 60 days after
the Policy anniversary or the Policy will be permanently classified as a
modified endowment contract.
VOTING RIGHTS
Where the law requires, we will vote fund shares that each sub-account holds
according to instructions received from Policy Owners with Policy Value in the
sub-account. If, under the 1940 Act or its rules, we may vote shares in our own
right, whether or not the shares relate to the Policies, we reserve the right to
do so.
We will provide each person having a voting interest in a fund with proxy
materials and voting instructions. We will vote shares held in each sub-account
for which no timely instructions are received in proportion to all instructions
received for the sub-account. We will also vote in the same proportion our
shares held in the Variable Account that does not relate to the Policies.
We will compute the number of votes that a Policy owner has the right to
instruct on the record date established for the fund. This number is the
quotient of:
- Each Policy Owner's Policy Value in the sub-account divided by
- The net asset value of one share in the fund in which the assets of the
sub-account are invested
44
We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that Fund shares be voted so as
(1) to cause to change in the sub-classification or investment objective of one
or more of the Funds, or (2) to approve or disapprove an investment advisory
contract for the Funds. In addition, we may disregard voting instructions that
are in favor of any change in the investment policies or in any investment
adviser or principal underwriter if the change has been initiated by Contract
Owners or the Trustees. Our disapproval of any such change must be reasonable
and, in the case of a change in investment policies or investment adviser, based
on a good faith determination that such change would be contrary to state law or
otherwise is inappropriate in light of the objectives and purposes of the Funds.
In the event we do disregard voting instructions, a summary of and the reasons
for that action will be included in the next periodic report to Contract Owners.
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ---------------------------------- --------------------------------------------------------
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and
Director Assistant Secretary (since 1992) of First Allmerica
Mary Eldridge Secretary (since 1999) of First Allmerica; Secretary
Secretary (since 1999) of Allmerica Investments, Inc.; and
Secretary (since 1999) of Allmerica Financial Investment
Management Services, Inc., Attorney with First Allmerica
(since 1998), Employee of First Allmerica (since 1992)
Warren E. Barnes Vice President (since 1996) and Corporate Controller
Vice President and Corporate (since 1998) of First Allmerica
Controller
Robert E. Bruce Director and Chief Information Officer (since 1997) and
Director and Chief Information Vice President (since 1995) of First Allmerica; and
Officer Corporate Manager (1979 to 1995) of Digital Equipment
Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and
Director, Vice President and Vice President (since 1991) of First Allmerica; and Vice
Chief Investment Officer President (since 1998) of Allmerica Financial Investment
Management Services, Inc.
John F. Kelly Director (since 1996), Senior Vice President (since
Director, Vice President and 1986), General Counsel (since 1981) and Assistant
General Counsel Secretary (since 1991) of First Allmerica; Director
(since 1985) of Allmerica Investments, Inc.; and
Director (since 1990) of Allmerica Financial Investment
Management Services, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and
Director President (since 1996) of The Hanover Insurance Company;
and Vice President (1993 to 1996) of The Hanover
Insurance Company
James R. McAuliffe Director (since 1996) of First Allmerica; Director
Director (since 1992), President (since 1994) and Chief Executive
Officer (since 1996) of Citizens Insurance Company of
America
John F. O'Brien Director, President and Chief Executive Officer (since
Director and Chairman of the 1989) of First Allmerica; Director (since 1989) of
Board Allmerica Investments, Inc.; and Director and Chairman
of the Board (since 1990) of Allmerica Financial
Investment Management Services, Inc.
45
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ---------------------------------- --------------------------------------------------------
Edward J. Parry, III Director and Chief Financial Officer (since 1996) and
Director, Vice President, Chief Vice President and Treasurer (since 1993) of First
Financial Officer and Treasurer Allmerica; Treasurer (since 1993) of Allmerica
Investments, Inc.; and Treasurer (since 1993) of
Allmerica Financial Investment Management Services, Inc.
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of
Director, President and Chief First Allmerica; Director (since 1990) of Allmerica
Executive Officer Investments, Inc.; and Director and President (since
1998) of Allmerica Financial Investment Management
Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First
Director Allmerica; Chief Executive Officer (1996 to 1998) of
Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of
Director and Vice President First Allmerica; Director (since 1991) of Allmerica
Investments, Inc.; and Director (since 1991) of
Allmerica Financial Investment Management Services, Inc.
Phillip E. Soule Director (since 1996) and Vice President (since 1987) of
Director First Allmerica
DISTRIBUTION
Allmerica Investments, Inc., an indirect wholly owned subsidiary of First
Allmerica, acts as the principal underwriter and general distributor of the
Policies. Allmerica Investments, Inc. is registered with the SEC as a
broker-dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Broker-dealers sell the Policies through their registered
representatives who are appointed by us.
We pay to broker-dealers who sell the Policy commissions based on a commission
schedule. After the date of issue or an increase in Face Amount, commissions
will be 90% of the first-year payments up to a payment amount we established and
4.00% of any excess. Commissions will be 4.00% for subsequent payments in Years
2-10, and 2% for Years 11 and over. To the extent permitted by NASD rules,
overrides and promotional incentives or payments may also be provided to General
Agents, independent marketing organizations, and broker-dealers based on sales
volumes, the assumption of wholesaling functions or other sales-related
criteria. Other payments may be made for other services that do not directly
involve the sale of the Policies. These services may include the recruitment and
training of personnel, production of promotional literature, and similar
services.
Commissions paid on the Policies, including other incentives or payments, are
not charged to Policy Owners or to the Variable Account.
SERVICES
The Company receives fees from the investment advisers or other service
providers of certain Funds in return for providing certain services to Policy
Owners. Currently, the Company receives service fees with respect to the
Fidelity VIP Equity-Income Portfolio, Fidelity VIP Growth Portfolio, and
Fidelity VIP High Income Portfolio, at an annual rate of 0.10% of the aggregate
net asset value, respectively, of the shares of such Funds held by the Variable
Account. With respect to the T. Rowe Price International Stock Portfolio, the
Company receives service fees at an annual rate of 0.15% per annum of the
aggregate net asset value of shares held by the Variable Account. The Company
may in the future render services for which it will receive compensation from
the investment advisers or other service providers of other Funds.
46
REPORTS
We will maintain the records for the Variable Account. We will promptly send you
statements of transactions under your Policy, including:
- Payments
- Changes in Face Amount
- Changes in death benefit option
- Transfers among Sub-Accounts and the Fixed Account
- Partial withdrawals
- Increases in loan amount or loan repayments
- Lapse or termination for any reason
- Reinstatement
We will send an annual statement to you that will summarize all of the above
transactions and deductions of charges during the Policy year. It will also set
forth the status of the death benefit, Policy Value, Surrender Value, amounts in
the Sub-Accounts and Fixed Account, and any Policy loans. We will send you
reports containing financial statements and other information for the Variable
Account, the Trust, Fidelity VIP and T. Rowe Price as the 1940 Act requires.
LEGAL PROCEEDINGS
There are no pending legal proceedings involving the Variable Account or its
assets. The Company and Allmerica Investments, Inc. are not involved in any
litigation that is materially important to their total assets.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
We reserve the right, subject to law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts. We may redeem
the shares of a Fund and substitute shares of another registered open-end
management company, if:
- The shares of the fund are no longer available for investment or
- In our judgment further investment in the Fund would be improper based on
the purposes of the Variable Account or the affected Sub-Account
Where the 1940 Act or other law requires, we will not substitute any shares
respecting a Policy interest in a sub-account without notice to Policy Owners
and prior approval of the SEC and state insurance authorities. The Variable
Account may, as the law allows, purchase other securities for other policies or
allow a conversion between policies on a Policy Owner's request.
We reserve the right to establish additional sub-accounts funded by a new fund
or by another investment company. Subject to law, we may, in our sole
discretion, establish new sub-accounts or eliminate one or more sub-accounts.
47
Shares of the funds are issued to other separate accounts of the Company and its
affiliates that fund variable annuity contracts ("mixed funding"). Shares of the
Portfolios of Fidelity VIP and T. Rowe Price are also issued to other
unaffiliated insurance companies ("shared funding"). It is conceivable that in
the future such mixed funding or shared funding may be disadvantageous for
variable life Policy Owners or variable annuity Policy Owners. The Company, the
Trust, Fidelity VIP and T. Rowe Price do not believe that mixed funding is
currently disadvantageous to either variable life insurance Policy Owners or
variable annuity Policy Owners. The Company and the Trustees will monitor events
to identify any material conflicts among Policy Owners because of mixed funding.
If the Trustees conclude that separate funds should be established for variable
life and variable annuity separate accounts, we will bear the expenses.
We may change the Policy to reflect a substitution or other change and will
notify Policy Owners of the change. Subject to any approvals the law may
require, the Variable Account or any sub-accounts may be:
- Operated as a management company under the 1940 Act
- Deregistered under the 1940 Act if registration is no longer required or
- Combined with other sub-accounts or our other separate accounts
FURTHER INFORMATION
We have filed a 1933 Act registration statement for this offering with the SEC.
Under SEC rules and regulations, we have omitted from this Prospectus part of
the registration statement and amendments. Statements contained in this
Prospectus are summaries of the Policy and other legal documents. The complete
documents and omitted information may be obtained from the SEC's Principal
Office in Washington, D.C., on payment of the SEC's prescribed fees.
MORE INFORMATION ABOUT THE FIXED ACCOUNT
This Prospectus serves as a disclosure document only for the aspects of the
Policy relating to the Variable Account. For complete details on the Fixed
Account, read the Policy itself. The Fixed Account and other interests in the
general account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary provisions. The 1933 Act provisions on the accuracy
and completeness of statements made in prospectuses may apply to information on
the fixed part of the Policy and the Fixed Account. The SEC has not reviewed the
disclosures in this section of the Prospectus.
GENERAL DESCRIPTION
You may allocate part or all of your net payments to accumulate at a fixed rate
of interest in the Fixed Account. The Fixed Account is a part of our general
account. The general account is made up of all of our general assets other than
those allocated to any separate account. Allocations to the Fixed Account become
part of our general account assets and are used to support insurance and annuity
obligations.
FIXED ACCOUNT INTEREST
We guarantee amounts allocated to the Fixed Account as to principal and a
minimum rate of interest. The minimum interest we will credit on amounts
allocated to the Fixed Account is 4.0% compounded annually. "Excess interest"
may or may not be credited at our sole discretion. We will guarantee initial
rates on amounts allocated to the Fixed Account, either as payments or
transfers, to the next Policy anniversary. At each Policy anniversary, we will
credit the then current interest rate to money remaining in the Fixed Account.
We will guarantee this rate for one year.
48
TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS
If a Policy is surrendered or if a partial withdrawal is made, a surrender
charge or partial withdrawal charge may be imposed. On a decrease in Face
Amount, the surrender charge deducted is a fraction of the charge that would
apply to a full surrender. We deduct partial withdrawals from Policy Value
allocated to the Fixed Account on a last-in/first-out basis.
The first 12 transfers in a Policy year currently are free. After that, we will
deduct a $10 transfer charge for each transfer in that Policy year. The transfer
privilege is subject to our consent and to our then current rules.
Policy loans may also be made from the Policy Value in the Fixed Account. We
will credit that part of the Policy Value that is equal to any outstanding loan
with interest at an effective annual yield of at least 4.0%.
We may delay transfers, surrenders, partial withdrawals, Net Death Benefits and
Policy loans up to six months. However, if payment is delayed for 30 days or
more, we will pay interest at least equal to an effective annual yield of 3.0%
per year for the deferment. Amounts from the Fixed Account used to make payments
on policies that we or our affiliates issue will not be delayed.
INDEPENDENT ACCOUNTANTS
The financial statements of the Company as of December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, included in this
Prospectus constituting part of this Registration Statement, have been so
included in reliance on the report of PricewaterhouseCoopers 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
Policy.
YEAR 2000 DISCLOSURE
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.
Based on a third party assessment, the Company determined that significant
portions of its software required modification or replacement to enable its
computer systems to properly process dates beyond December 31, 1999. The Company
has completed the process of modifying or replacing existing software and
believes that this action will resolve the Year 2000 issue. However, should
there be serious unanticipated interruptions from unknown sources, the Year 2000
issue could have a material adverse impact on the operations of the Company.
Specifically, the Company could experience, among other things, an interruption
in its ability to collect and process premiums, process claim payments,
safeguard and manage its invested assets, accurately maintain policyholder
information, accurately maintain accounting records, and perform customer
service. Any of these specific events, depending on duration, could have a
material adverse impact on the results of operations and the financial position
of the Company.
The Company is engaged in formal communications with all of its suppliers to
determine the extent to which the Company is vulnerable to those third parties'
failure to remediate their own Year 2000 issue. The Company's total Year 2000
project cost and estimates to complete the project include the estimated costs
and time associated with the Company's involvement on a third party's Year 2000
issue, and are based on presently available information. However, there can be
no guarantee that the systems of other companies on which the Company's systems
rely will be timely converted, or that a failure to convert by another company,
or a
49
conversion that is incompatible with the Company's systems, would not have
material adverse effect on the Company. The Company does not believe that it has
material exposure to contingencies related to the Year 2000 issue for the
products it has sold. 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.
The cost of the Year 2000 project is being expensed as incurred and is being
funded primarily through a reallocation of resources from discretionary projects
and a reduction in systems maintenance and support costs. Therefore, the Year
2000 project is not expected to result in any significant incremental technology
cost and is not expected to have a material effect on the results of operations.
The Company and its affiliates have incurred and expensed approximately $57
million related to the assessment, plan development and substantial completion
of the Year 2000 project, through March 31, 1999. The total remaining cost of
the project is estimated between $10-20 million.
FINANCIAL STATEMENTS
Financial Statements for the Company and for the Variable Account are included
in this Prospectus, beginning immediately after the Appendices. The financial
statements of the Company should be considered only as bearing on our ability to
meet our obligations under the Policy. They should not be considered as bearing
on the investment performance of the assets held in the Variable Account.
50
APPENDIX A
GUIDELINE MINIMUM DEATH BENEFIT TABLES
TABLE A -- DEATH BENEFIT OPTION 1 AND DEATH BENEFIT OPTION 2
Under the Option 1 and Option 2, the Guideline Minimum Death Benefit is a
percentage of the Policy Value as set forth below:
GUIDELINE MINIMUM DEATH BENEFIT FACTORS
Age of Insured Percentage of
on Date of Death Policy Value
- ------------------------------------------------------------- -----------------
40 and under............................................. 250%
45....................................................... 215%
50....................................................... 185%
55....................................................... 150%
60....................................................... 130%
65....................................................... 120%
70....................................................... 115%
75....................................................... 105%
80....................................................... 105%
85....................................................... 105%
90....................................................... 105%
95 and above............................................. 100%
For the ages not listed, the progression between the listed ages is linear.
A-1
APPENDIX B
OPTIONAL INSURANCE BENEFITS
This Appendix provides only a summary of other insurance benefits available by
Rider for an additional charge. For more information, contact your
representative.
WAIVER OF PREMIUM RIDER
This Rider provides that, during periods of total disability continuing more
than four months, we will add to the Policy Value each month an amount you
selected or the amount needed to pay the monthly insurance protection charges,
whichever is greater. This amount will keep the Policy in force. This benefit is
subject to our maximum issue benefits. Its cost will change yearly.
OTHER INSURED TERM INSURANCE RIDER
This Rider provides a term insurance benefit for up to five Insureds. At present
this benefit is only available for the spouse and children of the primary
Insured. The Rider includes a feature that allows the "other Insured" to convert
the coverage to a flexible premium adjustable life insurance policy.
TERM LIFE INSURANCE RIDER
This Rider provides an additional term insurance benefit for an Insured.
OPTION TO ACCELERATE BENEFITS ENDORSEMENT
This endorsement allows part of the Policy proceeds to be available before death
if the Insured becomes terminally ill or is permanently confined to a nursing
home.
GUARANTEED DEATH BENEFIT RIDER
This Rider, which is available only at issue, (a) guarantees that your Policy
will not lapse regardless of the Performance of the Variable Account and (b)
provides a guaranteed Net Death Benefit.
Certain Riders May Not Be Available In All States.
B-1
APPENDIX C
PAYMENT OPTIONS
PAYMENT OPTIONS
On written request, the surrender value or all or part of any payable Net Death
Benefit may be paid under one or more payment options then offered by the
Company. If you do not make an election, we will pay the benefits in a single
sum. If a payment Level Death Benefit Options selected, the beneficiary may pay
to us any amount that would otherwise be deducted from the death benefit. A
certificate will be provided to the payee describing the payment option
selected.
The amounts payable under a payment option are paid from the general account.
These amounts are not based on the investment experience of the Variable
Account.
SELECTION OF PAYMENT OPTIONS
The amount applied under any one option for any one payee must be at least
$5,000. The periodic payment for any one payee must be at least $50. Subject to
the Policy Owner and beneficiary provisions, any option selection may be changed
before the Net Death Benefit becomes payable. If you make no selection, the
beneficiary may select an option when the Net Death Benefit becomes payable.
C-1
APPENDIX D
ILLUSTRATIONS OF DEATH BENEFIT, POLICY VALUES
AND ACCUMULATED PAYMENTS
The following tables illustrate the way in which the Policy's death benefit and
Policy Value could vary over an extended period of time. ON REQUEST, WE WILL
PROVIDE A COMPARABLE ILLUSTRATION BASED ON THE PROPOSED INSURED'S AGE, SEX, AND
UNDERWRITING CLASS, AND THE REQUESTED FACE AMOUNT, DEATH BENEFIT OPTION AND
RIDERS.
ASSUMPTIONS
The tables illustrate a Policy issued to a male, Age 30, under a standard
Underwriting Class and qualifying for the non-smoker discount, and a Policy
issued to a male, Age 45, under a standard Underwriting Class and qualifying for
the non-smoker discount. In each case, one table illustrates the guaranteed cost
of insurance rates and the other table illustrates the current costs of
insurance rates as presently in effect.
The tables assume that no Policy loans have been made, that you have not
requested an increase or decrease in the initial Fact Amount, that no partial
withdrawals have been made, and that no transfers above 12 have been made in any
Policy year (so that no transaction or transfer charges have been incurred).
The tables assumed that all premiums are allocated to and remain in the Variable
Account for the entire period shown. The tables are based on hypothetical gross
investment rates of return for the Underlying Fund (i.e., investment income and
capital gains and losses, realized or unrealized) equivalent to constant gross
(after tax) annual rate of 0%, 6%, and 12%. The second column of the tables show
the amount which would accumulate if an amount equal to the Guideline Annual
Premium were invested each year to earn interest (after taxes) at 5%, compounded
annually.
The Policy Values and Death Proceeds would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
years. The values also would be different depending on the allocation of the
Policy's total Policy Value among the Sub-Accounts of the Variable Account, if
the actual rates of return averaged 0%, 6% or 12%, but the rates of each
Underlying Fund varied above and below such averages.
DEDUCTIONS FOR CHARGES
The amounts shown in the tables take into account the deduction of the tax
charges and payment expense charge from premiums and the monthly deduction from
Policy Value.
EXPENSES OF THE UNDERLYING FUNDS
The amounts shown in the tables also take into account the Underlying Fund
advisory fees and operating expenses, which are assumed to be at an annual rate
of 0.90% of the average daily net assets of the Underlying Funds. The actual
fees and expenses of each Underlying Fund vary, and in 1998, ranged from an
annual rate of 0.32% to an annual rate of 2.19% of average daily net assets. The
fees and expenses associated with your Policy may be more or less than 0.90% in
the aggregate, depending upon how you make allocations of Policy Value among the
Sub-Accounts.
AFIMS has declared a voluntary expense limitation of 1.35% of average net assets
for the Select Aggressive Growth Fund and Select Capital Appreciation Fund,
1.50% for the Select International Equity Fund, 1.25% for the Select Value
Opportunity Fund, 1.20% for the Select Growth Fund, 1.10% for the Select Growth
and Income Fund, 1.00% for the Select Income Fund, and 0.60% for the Money
Market Fund. The total operating expenses of these Funds of the Trust were less
than their respective expense limitations throughout 1998. These limitations may
be terminated at any time.
D-1
Until further notice, AFIMS has declared a voluntary expense limitation of 1.20%
of average daily net assets for the Select Strategic Growth Fund. In addition,
AFIMS has agreed to voluntarily waive its management fee to the extent that
expenses of the Select Emerging Markets Fund exceed 2.00% of the Fund's average
daily net assets, except that such waiver shall not exceed the net amount of
management fees earned by AFIMS from the Fund after subtracting fees paid by
AFIMS to a sub-adviser. These limitations may be terminated at any time.
Until further notice, the Select Value Opportunity Fund's management fee rate
has been voluntarily limited to an annual rate of 0.90% of average daily net
assets, and total expenses are limited to 1.25% of average daily net assets.
NET ANNUAL RATES OF INVESTMENT
Applying the average Fund advisory fees and operating expenses of 0.90% of
average net assets, in the Current Cost of Insurance Charges tables the gross
annual rates of investment return of 0%, 6% and 12% would produce net annual
rates of -0.90%, 5.10% and 11.10%. In the Guaranteed Cost of Insurance Charges
tables, the gross annual rates of investment return of 0%, 6% and 12% would
produce net annual rates of -0.90%, 5.10% and 11.10%, respectively.
The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Variable Account since no charges are currently made.
However, if in the future the charges are made, to produce illustrated death
benefits and cash values, the gross annual investment rates of return would have
to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges. The
second column of the tables shows the amount that would accumulate if the
Guideline Annual Premium were invested to earn interest (after taxes) at 5%,
compounded annually.
D-2
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $75,000
MALE NON-SMOKER AGE 30
DEATH BENEFIT OPTION 2
BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- ------------------------------- ----------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- ------------ --------- ---------
1 1,470 0 998 75,998 0 1,067 76,067 0 1,136 76,136
2 3,014 633 1,985 76,985 834 2,186 77,186 1,044 2,396 77,396
3 4,634 1,775 2,958 77,958 2,174 3,357 78,357 2,607 3,790 78,790
4 6,336 2,905 3,919 78,919 3,570 4,584 79,584 4,320 5,334 80,334
5 8,123 4,023 4,868 79,868 5,023 5,868 80,868 6,198 7,043 82,043
6 9,999 5,128 5,804 80,804 6,537 7,213 82,213 8,259 8,935 83,935
7 11,969 6,216 6,723 81,723 8,109 8,616 83,616 10,518 11,025 86,025
8 14,037 7,289 7,627 82,627 9,744 10,082 85,082 12,998 13,336 88,336
9 16,209 8,345 8,514 83,514 11,442 11,611 86,611 15,720 15,889 90,889
10 18,490 9,385 9,385 84,385 13,208 13,208 88,208 18,711 18,711 93,711
11 20,884 10,420 10,420 85,420 15,072 15,072 90,072 22,048 22,048 97,048
12 23,398 11,440 11,440 86,440 17,026 17,026 92,026 25,750 25,750 100,750
13 26,038 12,440 12,440 87,440 19,067 19,067 94,067 29,849 29,849 104,849
14 28,810 13,426 13,426 88,426 21,206 21,206 96,206 34,396 34,396 109,396
15 31,720 14,392 14,392 89,392 23,442 23,442 98,442 39,434 39,434 114,434
16 34,777 15,340 15,340 90,340 25,782 25,782 100,782 45,020 45,020 120,020
17 37,985 16,267 16,267 91,267 28,229 28,229 103,229 51,211 51,211 126,211
18 41,355 17,173 17,173 92,173 30,786 30,786 105,786 58,072 58,072 133,072
19 44,892 18,056 18,056 93,056 33,457 33,457 108,457 65,676 65,676 140,676
20 48,607 18,916 18,916 93,916 36,249 36,249 111,249 74,105 74,105 149,105
Age 60 97,665 25,929 25,929 100,929 71,814 71,814 146,814 229,280 229,280 307,235
Age 65 132,771 27,839 27,839 102,839 95,740 95,740 170,740 391,824 391,824 478,025
Age 70 177,576 27,915 27,915 102,915 124,345 124,345 199,345 662,874 662,874 768,934
Age 75 234,759 25,168 25,168 100,168 157,687 157,687 232,687 1,115,966 1,115,966 1,194,084
(1) Assumes a $1,400 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-3
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $75,000
MALE NON-SMOKER AGE 30
DEATH BENEFIT OPTION 2
BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- ------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- --------- --------- -------
1 1,470 0 943 75,943 0 1,010 76,010 0 1,078 76,078
2 3,014 518 1,870 76,870 712 2,064 77,064 915 2,267 77,267
3 4,634 1,598 2,781 77,781 1,980 3,163 78,163 2,395 3,578 78,578
4 6,336 2,660 3,674 78,674 3,293 4,307 79,307 4,009 5,023 80,023
5 8,123 3,705 4,550 79,550 4,654 5,499 80,499 5,770 6,615 81,615
6 9,999 4,730 5,406 80,406 6,062 6,738 81,738 7,692 8,368 83,368
7 11,969 5,736 6,243 81,243 7,519 8,026 83,026 9,792 10,299 85,299
8 14,037 6,722 7,060 82,060 9,026 9,364 84,364 12,085 12,423 87,423
9 16,209 7,687 7,856 82,856 10,584 10,753 85,753 14,592 14,761 89,761
10 18,490 8,629 8,629 83,629 12,193 12,193 87,193 17,334 17,334 92,334
11 20,884 9,561 9,561 84,561 13,884 13,884 88,884 20,381 20,381 95,381
12 23,398 10,468 10,468 85,468 15,641 15,641 90,641 23,744 23,744 98,744
13 26,038 11,350 11,350 86,350 17,470 17,470 92,470 27,455 27,455 102,455
14 28,810 12,207 12,207 87,207 19,370 19,370 94,370 31,551 31,551 106,551
15 31,720 13,037 13,037 88,037 21,345 21,345 96,345 36,072 36,072 111,072
16 34,777 13,839 13,839 88,839 23,395 23,395 98,395 41,061 41,061 116,061
17 37,985 14,611 14,611 89,611 25,523 25,523 100,523 46,568 46,568 121,568
18 41,355 15,352 15,352 90,352 27,731 27,731 102,731 52,647 52,647 127,647
19 44,892 16,061 16,061 91,061 30,021 30,021 105,021 59,357 59,357 134,357
20 48,607 16,735 16,735 91,735 32,394 32,394 107,394 66,765 66,765 141,765
Age 60 97,665 20,717 20,717 95,717 60,554 60,554 135,554 199,239 199,239 274,239
Age 65 132,771 19,651 19,651 94,651 77,003 77,003 152,003 333,553 333,553 408,553
Age 70 177,576 14,770 14,770 89,770 93,335 93,335 168,335 552,144 552,144 640,487
Age 75 234,759 3,675 3,675 78,675 106,517 106,517 181,517 907,919 907,919 982,919
(1) Assumes a $1,400 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-4
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $250,000
MALE NON-SMOKER AGE 45
DEATH BENEFIT OPTION 1
BASED ON CURRENT MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- ------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- --------- --------- -------
1 4,410 0 2,516 250,000 0 2,708 250,000 0 2,900 250,000
2 9,041 0 4,924 250,000 0 5,465 250,000 0 6,031 250,000
3 13,903 1,479 7,225 250,000 2,529 8,275 250,000 3,673 9,419 250,000
4 19,008 4,514 9,439 250,000 6,235 11,160 250,000 8,186 13,111 250,000
5 24,368 7,475 11,579 250,000 10,032 14,136 250,000 13,053 17,157 250,000
6 29,996 10,368 13,651 250,000 13,930 17,214 250,000 18,316 21,600 250,000
7 35,906 13,200 15,662 250,000 17,942 20,405 250,000 24,028 26,491 250,000
8 42,112 15,967 17,608 250,000 22,068 23,710 250,000 30,234 31,876 250,000
9 48,627 18,660 19,481 250,000 26,307 27,128 250,000 36,982 37,803 250,000
10 55,469 21,273 21,273 250,000 30,656 30,656 250,000 44,327 44,327 250,000
11 62,652 24,054 24,054 250,000 35,433 35,433 250,000 52,721 52,721 250,000
12 70,195 26,714 26,714 250,000 40,367 40,367 250,000 61,981 61,981 250,000
13 78,114 29,227 29,227 250,000 45,444 45,444 250,000 72,190 72,190 250,000
14 86,430 31,584 31,584 250,000 50,666 50,666 250,000 83,462 83,462 250,000
15 95,161 33,782 33,782 250,000 56,041 56,041 250,000 95,929 95,929 250,000
16 104,330 35,786 35,786 250,000 61,553 61,553 250,000 109,724 109,724 250,000
17 113,956 37,644 37,644 250,000 67,256 67,256 250,000 125,056 125,056 250,000
18 124,064 39,343 39,343 250,000 73,158 73,158 250,000 142,123 142,123 250,000
19 134,677 40,876 40,876 250,000 79,269 79,269 250,000 161,154 161,154 250,000
20 145,821 42,248 42,248 250,000 85,616 85,616 250,000 182,418 182,418 250,000
Age 60 95,161 33,782 33,782 250,000 56,041 56,041 250,000 95,929 95,929 250,000
Age 65 145,821 42,248 42,248 250,000 85,616 85,616 250,000 182,418 182,418 250,000
Age 70 210,477 45,353 45,353 250,000 120,739 120,739 250,000 330,494 330,494 383,373
Age 75 292,995 39,771 39,771 250,000 163,569 163,569 250,000 578,069 578,069 618,534
(1) Assumes a $4,200 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6%, AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-5
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $250,000
MALE NON-SMOKER AGE 45
DEATH BENEFIT OPTION 1
BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- ------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- ------- --------- --------- -------
1 4,410 0 1,959 250,000 0 2,132 250,000 0 2,307 250,000
2 9,041 0 3,828 250,000 0 4,300 250,000 0 4,795 250,000
3 13,903 0 5,606 250,000 755 6,501 250,000 1,734 7,480 250,000
4 19,008 2,364 7,289 250,000 3,808 8,733 250,000 5,454 10,379 250,000
5 24,368 4,766 8,871 250,000 6,886 10,990 250,000 9,405 13,509 250,000
6 29,996 7,064 10,347 250,000 9,985 13,269 250,000 13,608 16,891 250,000
7 35,906 9,242 11,705 250,000 13,093 15,556 250,000 18,077 20,539 250,000
8 42,112 11,287 12,929 250,000 16,195 17,837 250,000 22,829 24,470 250,000
9 48,627 13,187 14,008 250,000 19,279 20,100 250,000 27,884 28,705 250,000
10 55,469 14,923 14,923 250,000 22,325 22,325 250,000 33,262 33,262 250,000
11 62,652 16,731 16,731 250,000 25,623 25,623 250,000 39,358 39,358 250,000
12 70,195 18,344 18,344 250,000 28,921 28,921 250,000 45,989 45,989 250,000
13 78,114 19,753 19,753 250,000 32,213 32,213 250,000 53,216 53,216 250,000
14 86,430 20,945 20,945 250,000 35,489 35,489 250,000 61,110 61,110 250,000
15 95,161 21,896 21,896 250,000 38,727 38,727 250,000 69,743 69,743 250,000
16 104,330 22,579 22,579 250,000 41,907 41,907 250,000 79,200 79,200 250,000
17 113,956 22,967 22,967 250,000 45,005 45,005 250,000 89,582 89,582 250,000
18 124,064 23,018 23,018 250,000 47,985 47,985 250,000 101,004 101,004 250,000
19 134,677 22,684 22,684 250,000 50,805 50,805 250,000 113,599 113,599 250,000
20 145,821 21,908 21,908 250,000 53,418 53,418 250,000 127,531 127,531 250,000
Age 60 95,161 21,896 21,896 250,000 38,727 38,727 250,000 69,743 69,743 250,000
Age 65 145,821 21,908 21,908 250,000 53,418 53,418 250,000 127,531 127,531 250,000
Age 70 210,477 9,495 9,495 250,000 61,765 61,765 250,000 226,305 226,305 262,513
Age 75 292,995 0 0 0 53,794 53,794 250,000 395,251 395,251 422,918
(1) Assumes a $4,200 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-6
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $250,000
MALE NON-SMOKER AGE 45
DEATH BENEFIT OPTION 3
BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- --------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- --------- --------- --------- ---------
1 13,818 3,399 10,787 271,573 4,093 11,481 272,961 4,788 12,176 274,351
2 28,327 14,771 21,338 292,676 16,835 23,401 296,803 18,983 25,550 301,099
3 43,561 25,904 31,650 313,299 30,028 35,774 321,548 34,494 40,240 330,479
4 59,557 36,813 41,738 333,477 43,706 48,631 347,261 51,471 56,396 362,791
5 76,353 47,513 51,617 353,235 57,900 62,004 374,008 70,077 74,181 398,362
6 93,989 58,007 61,290 372,580 72,632 75,916 401,831 90,480 93,764 437,527
7 112,506 68,301 70,764 391,527 87,931 90,393 430,786 112,871 115,334 480,668
8 131,950 78,388 80,030 410,059 103,806 105,448 460,895 137,439 139,081 528,162
9 152,365 88,253 89,074 428,148 120,262 121,083 492,166 164,385 165,206 580,412
10 173,801 97,882 97,882 445,765 137,303 137,303 524,606 193,924 193,924 637,849
11 196,309 107,759 107,759 465,519 155,575 155,575 561,149 227,135 227,135 704,270
12 219,943 117,333 117,333 484,665 174,494 174,494 598,987 263,630 263,630 777,259
13 244,758 126,548 126,548 503,095 194,012 194,012 638,024 303,643 303,643 857,287
14 270,814 135,378 135,378 520,756 214,108 214,108 678,215 347,464 347,464 944,928
15 298,173 143,803 143,803 537,605 234,760 234,760 719,520 395,401 395,401 1,040,803
16 326,899 151,747 151,747 553,494 255,876 255,876 761,752 447,690 447,690 1,145,381
17 357,062 159,286 159,286 568,572 277,544 277,544 805,088 504,835 504,835 1,259,669
18 388,733 166,390 166,390 582,779 299,721 299,721 849,441 567,194 567,194 1,384,387
19 421,988 173,032 173,032 596,064 322,363 322,363 894,726 635,151 635,151 1,520,301
20 456,905 179,218 179,218 608,436 345,462 345,462 940,924 709,167 709,167 1,668,334
Age 60 298,173 143,803 143,803 537,605 234,760 234,760 719,520 395,401 395,401 1,040,803
Age 65 456,905 179,218 179,218 608,436 345,462 345,462 940,924 709,167 709,167 1,668,334
Age 70 659,493 200,320 200,320 650,640 462,142 462,142 1,174,284 1,178,082 1,178,082 2,606,164
Age 75 918,052 200,767 200,767 651,533 565,938 565,938 1,381,876 1,825,861 1,825,861 3,901,722
(1) Assumes a $13,1600 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-7
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
VARIABLE LIFE POLICY
FACE AMOUNT = $250,000
MALE NON-SMOKER AGE 45
DEATH BENEFIT OPTION 3
BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION
CHARGES WITHOUT RIDERS
PREMIUMS HYPOTHETICAL 0% HYPOTHETICAL 6% HYPOTHETICAL 12%
PAID PLUS GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
INTEREST ------------------------------- --------------------------------- -------------------------------
POLICY AT 5% SURRENDER POLICY DEATH SURRENDER POLICY DEATH SURRENDER POLICY DEATH
YEAR PER YEAR (1) VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT VALUE VALUE (2) BENEFIT
------ ------------ --------- --------- ------- --------- --------- --------- --------- --------- ---------
1 13,818 2,789 10,177 270,354 3,464 10,851 271,703 4,139 11,527 273,053
2 28,327 13,529 20,095 290,190 15,511 22,078 294,155 17,577 24,143 298,286
3 43,561 24,003 29,749 309,497 27,937 33,683 317,365 32,200 37,946 325,893
4 59,557 34,206 39,131 328,261 40,744 45,669 341,338 48,116 53,041 356,081
5 76,353 44,125 48,229 346,458 53,927 58,031 366,062 65,429 69,533 389,065
6 93,989 53,753 57,037 364,074 67,486 70,770 391,539 84,259 87,543 425,085
7 112,506 63,068 65,531 381,062 81,403 83,865 417,730 104,719 107,182 464,363
8 131,950 72,046 73,687 397,375 95,654 97,295 444,591 126,923 128,565 507,130
9 152,365 80,664 81,485 412,970 110,216 111,037 472,073 150,995 151,816 553,632
10 173,801 88,892 88,892 427,785 125,050 125,050 500,101 177,050 177,050 604,100
11 196,309 97,189 97,189 444,378 140,746 140,746 531,491 206,024 206,024 662,048
12 219,943 105,033 105,033 460,066 156,728 156,728 563,456 237,466 237,466 724,931
13 244,758 112,403 112,403 474,805 172,960 172,960 595,920 271,537 271,537 793,074
14 270,814 119,269 119,269 488,538 189,391 189,391 628,781 308,392 308,392 866,784
15 298,173 125,585 125,585 501,171 205,939 205,939 661,879 348,151 348,151 946,301
16 326,899 131,304 131,304 512,609 222,516 222,516 695,032 390,922 390,922 1,031,843
17 357,062 136,376 136,376 522,752 239,016 239,016 728,031 436,789 436,789 1,123,577
18 388,733 140,732 140,732 531,463 255,297 255,297 760,593 485,773 485,773 1,221,546
19 421,988 144,294 144,294 538,587 271,189 271,189 792,378 537,832 537,832 1,325,663
20 456,905 146,983 146,983 543,966 286,502 286,502 823,004 592,857 592,857 1,435,713
Age 60 298,173 125,585 125,585 501,171 205,939 205,939 661,879 348,151 348,151 946,301
Age 65 456,905 146,983 146,983 543,966 286,502 286,502 823,004 592,857 592,857 1,435,713
Age 70 659,493 145,459 145,459 540,918 347,631 347,631 945,262 905,000 905,000 2,060,000
Age 75 918,052 112,719 112,719 475,438 357,996 357,996 965,993 1,220,465 1,220,465 2,690,930
(1) Assumes a $13,1600 payment is made at the beginning of each Policy Year.
Values will be different if payments are made with a different frequency or
in different amounts.
(2) Assumes that no Policy loan has been made. Excessive loans or withdrawals
may cause this Policy to lapse because of insufficient Policy Value.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY, AND SHOULD
NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYOWNER,
AND THE DIFFERENT INVESTMENT RATES OF RETURN FOR THE UNDERLYING FUNDS. THE VALUE
OF UNITS, POLICY VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF INVESTMENT RETURN AVERAGED 0%, 6% AND 12%
OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS, OR IF ANY PREMIUMS WERE ALLOCATED OR POLICY VALUE
TRANSFERRED TO THE FIXED ACCOUNT. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL INVESTMENT RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
D-8
APPENDIX E
CALCULATION OF MAXIMUM SURRENDER CHARGES
A separate surrender charge is computed on the date of issue and on each
increase in Face Amount.
A limitation on Surrender Charges is imposed based on the Standard
Non-Forfeiture Law of each state. The maximum surrender charges at the date of
issue and on each increase in Face Amount are shown in the table below. The
surrender charge is graded one-ninth each year. See CHARGES AND DEDUCTIONS --
"Surrender Charge."
The Factors used to compute the maximum surrender charges vary with the issue
age and underwriting class (Smoker) as indicated in the table below.
MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT
Age at
issue or Male Male Female Female Unisex Unisex
increase Nonsmoker Smoker Nonsmoker Smoker Nonsmoker Smoker
- ------------- ------------- ----------- ------------- ----------- ------------- -----------
0 N/A 14.39 N/A 13.49 N/A 14.19
1 N/A 14.37 N/A 13.49 N/A 14.17
2 N/A 14.50 N/A 13.59 N/A 14.30
3 N/A 14.66 N/A 13.71 N/A 14.44
4 N/A 14.83 N/A 13.83 N/A 14.60
5 N/A 15.01 N/A 13.96 N/A 14.77
6 N/A 15.21 N/A 14.10 N/A 14.96
7 N/A 15.42 N/A 14.26 N/A 15.16
8 N/A 15.65 N/A 14.42 N/A 15.37
9 N/A 15.88 N/A 14.60 N/A 15.59
10 N/A 16.13 N/A 14.81 N/A 15.83
11 N/A 16.39 N/A 15.00 N/A 16.08
12 N/A 16.66 N/A 15.19 N/A 16.34
13 N/A 16.94 N/A 15.41 N/A 16.61
14 N/A 17.21 N/A 15.63 N/A 16.87
15 N/A 17.50 N/A 15.85 N/A 17.15
16 N/A 17.80 N/A 16.08 N/A 17.42
17 N/A 18.07 N/A 16.32 N/A 17.70
18 16.54 18.37 15.53 16.56 16.34 18.00
19 16.76 18.68 15.74 16.81 16.55 18.30
20 16.98 19.00 15.97 17.08 16.78 18.61
21 17.22 19.35 16.20 17.36 17.01 18.94
22 17.46 19.72 16.44 17.66 17.25 19.30
23 17.75 20.12 16.70 17.97 17.53 19.68
24 18.05 20.53 16.96 18.29 17.83 20.07
25 18.37 20.96 17.31 18.64 18.15 20.48
26 18.71 21.41 17.61 18.99 18.48 20.92
27 19.07 21.89 17.92 19.36 18.83 21.37
28 19.45 22.39 18.25 19.76 19.20 21.85
29 19.85 22.93 18.60 20.18 19.60 22.37
30 20.28 23.51 18.97 20.62 20.01 22.91
31 20.73 24.12 19.35 21.09 20.45 23.49
32 21.20 24.77 19.75 21.58 20.91 24.11
33 21.70 25.44 20.17 22.09 21.39 24.75
E-1
Age at
issue or Male Male Female Female Unisex Unisex
increase Nonsmoker Smoker Nonsmoker Smoker Nonsmoker Smoker
- ------------- ------------- ----------- ------------- ----------- ------------- -----------
34 22.23 26.15 20.61 22.62 21.90 25.41
35 22.79 26.90 21.08 23.17 22.44 26.12
36 23.31 27.58 21.50 23.67 22.94 26.76
37 23.85 28.31 21.95 24.19 23.46 27.44
38 24.43 29.06 22.42 24.75 24.01 28.15
39 25.03 29.86 22.91 25.34 24.60 28.90
40 25.68 30.71 23.43 25.96 25.22 29.69
41 26.37 31.60 23.98 26.60 25.87 30.53
42 27.10 32.54 24.56 27.27 26.57 31.41
43 27.87 33.53 25.17 27.95 27.31 32.33
44 28.68 34.58 25.82 28.66 28.09 33.30
45 29.55 35.67 26.50 29.41 28.91 34.31
46 30.45 36.85 27.21 30.20 29.77 35.39
47 31.40 38.05 27.95 31.03 30.68 36.51
48 32.39 39.29 28.74 31.89 31.62 37.65
49 33.44 40.57 29.57 32.79 32.62 38.85
50 34.53 41.90 30.44 33.74 33.67 40.08
51 35.71 43.29 31.39 34.77 34.79 41.37
52 36.96 44.74 32.38 35.84 35.98 42.72
53 38.29 46.34 33.43 36.99 37.25 44.20
54 39.70 48.02 34.55 38.20 38.59 45.76
55 41.20 49.80 35.74 39.48 40.02 47.40
56 42.67 51.56 36.94 40.79 41.43 49.03
57 44.22 53.40 38.21 42.18 42.91 50.74
58 45.86 53.32 39.57 43.70 44.48 52.51
59 47.57 52.99 41.01 45.29 46.12 53.31
60 49.35 52.65 42.53 46.97 47.84 52.99
61 51.19 52.45 44.10 48.70 49.59 52.78
62 53.12 52.24 45.76 50.54 51.45 52.56
63 52.83 52.04 47.53 52.42 53.09 52.34
64 52.47 51.84 49.41 53.05 52.75 52.13
65 52.12 51.63 51.41 52.75 52.41 51.90
66 52.01 51.54 53.43 52.68 52.31 51.82
67 51.90 51.44 53.34 52.60 52.21 51.73
68 51.79 51.34 53.24 52.52 52.09 51.64
69 51.67 51.24 53.14 52.44 51.98 51.54
70 51.54 51.13 53.03 52.35 51.86 51.45
71 51.41 51.01 52.89 52.20 51.73 51.33
72 51.26 50.90 52.75 52.06 51.59 51.21
73 51.12 50.78 52.60 51.92 51.44 51.09
74 50.97 50.66 52.45 51.78 51.29 50.97
75 50.82 50.54 52.29 51.63 51.14 50.85
76 50.66 50.39 52.12 51.48 50.98 50.71
77 50.50 50.25 51.94 51.32 50.82 50.56
78 50.33 50.10 51.76 51.17 50.65 50.41
79 50.17 49.95 51.58 51.01 50.49 50.26
80 50.00 49.79 51.39 50.86 50.32 50.10
81 49.84 49.66 51.19 50.70 50.15 49.96
82 49.68 49.52 51.00 50.54 49.98 49.81
E-2
Age at
issue or Male Male Female Female Unisex Unisex
increase Nonsmoker Smoker Nonsmoker Smoker Nonsmoker Smoker
- ------------- ------------- ----------- ------------- ----------- ------------- -----------
83 49.52 49.38 50.80 50.39 49.81 49.66
84 49.37 49.23 50.60 50.18 49.64 49.49
85 49.20 49.08 50.38 49.97 49.47 49.31
EXAMPLES
For the purpose of these examples, assume that a male, age 35, non-smoker
purchases a $100,000 Policy. His surrender charge is calculated as follows:
The surrender charge is equal to $2,279.00 (22.79 X 100).
Example 1:
Assume the Policy Owner surrenders the Policy in the 10th Policy month. The
surrender charge is $2,279.00.
Example 2:
Assume the Policy Owner surrenders the Policy in the 61st policy month. Also
assume that the surrender charge decreases by 1/9th of the original surrender
charge each year. In this example, the surrender charge would be $1,012.79
E-3
APPENDIX F
PERFORMANCE INFORMATION
The Policies were first offered to the public in 1999. However, we may advertise
"Total Return" and "Average Annual Total Return" performance information based
on the periods that the Sub-Accounts have been in existence (Tables IA and IB),
and based on the periods that the Underlying Funds have been in existence
(Tables IIA and IIB). The results for any period prior to the Policies being
offered will be calculated as if the Policies had been offered during that
period of time, with all charges assumed to be those applicable to the
Sub-Accounts and the Funds.
Total return and average annual total return are based on the hypothetical
profile of a representative Policy owner and historical earnings and are not
intended to indicate future performance. "Total Return" is the total income
generated net of certain expenses and charges. "Average annual total return" is
net of the same expenses and charges, but reflects the hypothetical return
compounded annually. This hypothetical return is equal to cumulative return had
performance been constant over the entire period. Average annual total returns
are not the same as yearly results and tend to smooth out variations in the
Funds' return.
In Tables IA and IIA, performance information under the Policies is net of fund
expenses, mortality and expense risk charges, administrative charges, monthly
insurance protection charges and surrender charges. We take a representative
Policy owner and assume that:
- The Insured is a male Age 36, standard (non-smoker) underwriting class
- The Policy owner had allocations in each of the sub-accounts for the fund
durations shown, and
- There was a full surrender at the end of the applicable period
We may compare performance information for a sub-account in reports and
promotional literature to:
- Standard & Poor's 500 Composite Stock Price Index ("S&P 500")
- Dow Jones Industrial Average ("DJIA")
- Shearson Lehman Aggregate Bond Index
- Other unmanaged indices of unmanaged securities widely regarded by
investors as representative of the securities markets
- Other groups of variable life separate accounts or other investment
products tracked by Lipper Inc.
- Other services, companies, publications, or persons such as Morningstar,
Inc., who rank the investment products on performance or other criteria
- The Consumer Price Index
Unmanaged indices may assume the reinvestment of dividends but generally do not
reflect deductions for insurance and administrative charges, separate account
charges and fund management costs and expenses.
Performance information for any sub-account reflects only the performance of a
hypothetical investment in the sub-account during a period. It is not
representative of what may be achieved in the future. However, performance
information may be helpful in reviewing market conditions during a period and in
considering a fund's success in meeting its investment objectives.
F-1
In advertising, sales literature, publications or other materials, we may give
information on various topics of interest to Policy owners and prospective
Policy 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 and automatic account rebalancing)
- The advantages and disadvantages of investing in tax-deferred and taxable
investments
- Customer profiles and hypothetical payment and investment scenarios
- Financial management and tax and retirement planning
- Investment alternatives to certificates of deposit and other financial
instruments, including comparisons between the Policies and the
characteristics of and market for the financial instruments.
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/heath
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 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.
In each table below, "One-Year Total Return" refers to the total of the income
generated by a sub-account, based on certain charges and assumptions as
described in the respective tables, for the one-year period ended December 31,
1998. "Average Annual Total Return" is based on the same charges and
assumptions, but reflects the hypothetical annually compounded return that would
have produced the same cumulative return if the Sub-Account's performance had
been constant over the entire period. Because average annual total returns tend
to smooth out variations in annual performance return, they are not the same as
actual year-by-year results.
F-2
TABLE I(A)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
SINCE INCEPTION OF THE SUB-ACCOUNTS
NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY
The following performance information is based on the periods that the
Sub-Accounts have been in existence. The data is net of expenses of the
Underlying Funds, all Sub-Account charges, and all Policy charges (including
surrender charges) for a representative Policy. It is assumed that the Insured
is male, Age 36, standard (nonsmoker) Premium Class, that the Face Amount of the
Policy is $250,000, that an annual premium payment of $3,000 was made at the
beginning of each Policy year, that all premiums were allocated to each
Sub-Account individually, and that there was a full surrender of the Policy at
the end of the applicable period.
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
Select Emerging Markets Fund N/A N/A -100.00%
Select International Equity Fund -100.00% N/A -16.32%
T. Rowe Price International Stock Portfolio -100.00% N/A -18.85%
Select Aggressive Growth Fund -100.00% -8.95% 2.21%
Select Capital Appreciation Fund -100.00% N/A -20.08%
Select Value Opportunity Fund -100.00% -11.39% -5.14%
Select Growth Fund -100.00% -0.09% 3.44%
Select Strategic Growth Fund N/A N/A -100.00%
Equity Index Fund -100.00% -0.58% 11.11%
Fidelity VIP Growth Portfolio -100.00% 1.40% 10.10%
Select Growth and Income Fund -100.00% -5.39% -0.79%
Fidelity VIP Equity-Income Portfolio -100.00% -4.21% 7.08%
Fidelity VIP High Income Portfolio -100.00% -55.21% 2.17%
Select Income Fund -100.00% -60.59% -11.67%
Investment Grade Income Fund -100.00% -58.79% 0.09%
Money Market Fund -100.00% -62.28% -3.84%
The inception dates for the Sub-Accounts are: 4/29/85 for Money Market and
Investment Grade Income; 9/19/85 for Fidelity VIP High Income; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/28/90 for the Equity
Index; 8/21/92 for Select Income, Select Growth and Income, Select Growth, and
Select Aggressive Growth; 4/30/93 for Select Value Opportunity; 3/31/94 for T.
Rowe Price International Stock; 5/2/94 for Select International Equity; 4/28/95
for Select Capital Appreciation; and 2/20/98 for Select Emerging Markets and
Select Strategic Growth.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
F-3
TABLE I(B)
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1998
SINCE INCEPTION OF THE SUB-ACCOUNTS
EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES
The following performance information is based on the periods that the
Sub-Accounts have been in existence. The performance information is net of total
Underlying Fund expenses and all Sub-Account charges. THE DATA DOES NOT REFLECT
MONTHLY CHARGES UNDER THE POLICY OR SURRENDER CHARGES. It is assumed that an
annual premium payment of $3,000 was made at the beginning of each Policy year
and that ALL premiums were allocated to EACH Sub-Account individually.
10 YEARS
ONE-YEAR OR LIFE
TOTAL 5 OF SUB-ACCOUNT
UNDERLYING FUND RETURN YEARS (IF LESS)
Select Emerging Markets Fund N/A N/A -21.46%
Select International Equity Fund 16.48% N/A 12.26%
T. Rowe Price International Stock Portfolio 15.86% N/A 9.66%
Select Aggressive Growth Fund 10.56% 14.99% 18.11%
Select Capital Appreciation Fund 13.88% N/A 20.37%
Select Value Opportunity Fund 4.87% 13.09% 14.71%
Select Growth Fund 35.44% 22.15% 19.18%
Select Strategic Growth Fund N/A N/A -2.47%
Equity Index Fund 39.49% 21.74% 19.41%
Fidelity VIP Growth Portfolio 28.33% 23.39% 20.69%
Select Growth and Income Fund 16.43% 17.82% 15.53%
Fidelity VIP Equity-Income Portfolio 11.63% 18.77% 15.62%
Fidelity VIP High Income Portfolio -4.33% 8.80% 11.08%
Select Income Fund 6.83% 6.05% 6.56%
Investment Grade Income Fund 7.97% 6.95% 9.17%
Money Market Fund 5.51% 5.22% 5.62%
The inception dates for the Sub-Accounts are: 4/29/85 for Money Market and
Investment Grade Income; 9/19/85 for Fidelity VIP High Income; 10/9/86 for
Fidelity VIP Equity-Income and Fidelity VIP Growth; 9/28/90 for the Equity
Index; 8/21/92 for Select Income, Select Growth and Income, Select Growth, and
Select Aggressive Growth; 4/30/93 for Select Value Opportunity; 3/31/94 for T.
Rowe Price International Stock; 5/2/94 for Select International Equity; 4/28/95
for Select Capital Appreciation; and 2/20/98 for Select Emerging Markets and
Select Strategic Growth.
PERFORMANCE INFORMATION REFLECTS ONLY THE PERFORMANCE OF A HYPOTHETICAL
INVESTMENT DURING THE PARTICULAR TIME PERIOD ON WHICH THE CALCULATIONS ARE
BASED. ONE-YEAR TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.
PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO OF THE
UNDERLYING FUND IN WHICH A SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS DURING
THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF WHAT
MAY BE ACHIEVED IN THE FUTURE.
F-4
APPENDIX G
MONTHLY EXPENSE CHARGES
A monthly expense charge is computed on the date of issue and on each increase
in Face Amount.
The Factors used to compute the monthly expense charges vary with the issue age
and underwriting class (Smoker) as indicated in the table below.
MONTHLY EXPENSE CHARGES PER $1,000 OF FACE AMOUNT
Age of
issue or Male Male Female Female Unisex Unisex
increase Non-Smoker Smoker Non-Smoker Smoker Non-Smoker Smoker
- -------- ---------- ------ ---------- ------ ---------- ------
0 N/A 0.11 N/A 0.08 N/A 0.10
1 N/A 0.11 N/A 0.08 N/A 0.11
2 N/A 0.12 N/A 0.08 N/A 0.11
3 N/A 0.12 N/A 0.08 N/A 0.11
4 N/A 0.12 N/A 0.09 N/A 0.11
5 N/A 0.12 N/A 0.09 N/A 0.12
6 N/A 0.13 N/A 0.09 N/A 0.12
7 N/A 0.13 N/A 0.09 N/A 0.12
8 N/A 0.13 N/A 0.09 N/A 0.12
9 N/A 0.14 N/A 0.10 N/A 0.13
10 N/A 0.14 N/A 0.10 N/A 0.13
11 N/A 0.14 N/A 0.10 N/A 0.13
12 N/A 0.14 N/A 0.11 N/A 0.14
13 N/A 0.15 N/A 0.11 N/A 0.14
14 N/A 0.15 N/A 0.11 N/A 0.14
15 N/A 0.15 N/A 0.11 N/A 0.15
16 N/A 0.16 N/A 0.12 N/A 0.15
17 N/A 0.16 N/A 0.12 N/A 0.15
18 0.12 0.16 0.11 0.12 0.12 0.16
19 0.13 0.17 0.11 0.13 0.12 0.16
20 0.13 0.17 0.12 0.13 0.13 0.16
21 0.13 0.17 0.12 0.13 0.13 0.17
22 0.14 0.18 0.12 0.14 0.13 0.17
23 0.14 0.18 0.12 0.14 0.14 0.17
24 0.15 0.19 0.13 0.15 0.14 0.18
25 0.15 0.19 0.13 0.15 0.15 0.18
26 0.15 0.19 0.13 0.15 0.15 0.19
27 0.16 0.20 0.14 0.16 0.15 0.19
28 0.16 0.20 0.14 0.16 0.16 0.19
29 0.17 0.21 0.14 0.17 0.16 0.20
30 0.17 0.21 0.15 0.17 0.17 0.20
31 0.17 0.21 0.15 0.17 0.17 0.21
32 0.18 0.22 0.15 0.18 0.17 0.21
33 0.18 0.22 0.15 0.18 0.18 0.21
34 0.19 0.23 0.16 0.19 0.18 0.22
35 0.19 0.23 0.16 0.19 0.18 0.22
36 0.21 0.25 0.17 0.21 0.20 0.24
37 0.22 0.27 0.19 0.22 0.21 0.26
38 0.24 0.29 0.20 0.24 0.23 0.28
G-1
Age of
issue or Male Male Female Female Unisex Unisex
increase Non-Smoker Smoker Non-Smoker Smoker Non-Smoker Smoker
- -------- ---------- ------ ---------- ------ ---------- ------
39 0.25 0.31 0.21 0.25 0.24 0.29
40 0.27 0.33 0.23 0.27 0.26 0.31
41 0.28 0.34 0.24 0.28 0.27 0.33
42 0.30 0.36 0.25 0.30 0.29 0.35
43 0.31 0.38 0.26 0.31 0.30 0.37
44 0.33 0.40 0.28 0.33 0.32 0.39
45 0.34 0.42 0.29 0.34 0.33 0.40
46 0.36 0.44 0.30 0.36 0.35 0.42
47 0.38 0.46 0.32 0.37 0.36 0.44
48 0.39 0.48 0.33 0.39 0.38 0.46
49 0.41 0.50 0.35 0.40 0.40 0.48
50 0.43 0.52 0.36 0.42 0.42 0.50
51 0.44 0.54 0.37 0.43 0.43 0.52
52 0.46 0.56 0.38 0.45 0.44 0.53
53 0.47 0.57 0.40 0.46 0.46 0.55
54 0.49 0.59 0.41 0.48 0.47 0.57
55 0.50 0.61 0.42 0.49 0.48 0.59
56 0.53 0.65 0.45 0.52 0.51 0.62
57 0.56 0.69 0.47 0.55 0.55 0.66
58 0.60 0.72 0.50 0.58 0.58 0.70
59 0.63 0.76 0.52 0.61 0.61 0.73
60 0.66 0.80 0.55 0.64 0.64 0.77
61 0.70 0.82 0.58 0.67 0.68 0.79
62 0.74 0.83 0.61 0.71 0.71 0.81
63 0.78 0.85 0.64 0.74 0.75 0.83
64 0.82 0.86 0.67 0.78 0.79 0.85
65 0.86 0.88 0.70 0.81 0.83 0.87
66 0.86 0.88 0.70 0.80 0.83 0.86
67 0.86 0.87 0.69 0.80 0.82 0.86
68 0.85 0.87 0.69 0.79 0.82 0.85
69 0.85 0.86 0.68 0.79 0.82 0.85
70 0.85 0.86 0.68 0.78 0.82 0.84
71 0.85 0.86 0.68 0.78 0.82 0.84
72 0.85 0.86 0.68 0.78 0.82 0.84
73 0.85 0.86 0.68 0.78 0.82 0.84
74 0.85 0.86 0.68 0.78 0.82 0.84
75 0.85 0.86 0.68 0.78 0.82 0.84
76 0.85 0.86 0.68 0.78 0.82 0.84
77 0.85 0.86 0.68 0.78 0.82 0.84
78 0.85 0.86 0.68 0.78 0.82 0.84
79 0.85 0.86 0.68 0.78 0.82 0.84
80 0.85 0.86 0.68 0.78 0.82 0.84
81 0.85 0.86 0.68 0.78 0.82 0.84
82 0.85 0.86 0.68 0.78 0.82 0.84
83 0.85 0.86 0.68 0.78 0.82 0.84
84 0.85 0.86 0.68 0.78 0.82 0.84
85 0.85 0.86 0.68 0.78 0.82 0.84
G-2
EXAMPLES
For a male, age 35, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $19 ($0.19 X 100)
For a male, age 50, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $43 ($0.43 X 100)
For a male, age 65, non-smoker with a $100,000 policy, the monthly expense
charge (per table) would be: $86 ($0.86 X 100)
G-3
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED
MARCH 31,
(IN MILLIONS) 1999 1998
----------------------------------------------- -------- --------
(UNAUDITED)
REVENUES
Premiums..................................... $ 0.2 $ 0.4
Universal life and investment product policy
fees....................................... 75.5 61.9
Net investment income........................ 36.7 38.7
Net realized investment (losses) gains....... (0.5) 17.1
Other income................................. -- 0.9
-------- --------
Total revenues............................. 111.9 119.0
-------- --------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses........................ 47.5 40.0
Policy acquisition expenses.................. 2.7 16.8
Other operating expenses..................... 31.6 25.4
-------- --------
Total benefits, losses and expenses........ 81.8 82.2
-------- --------
Income before federal income taxes............. 30.1 36.8
-------- --------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current...................................... 1.7 14.2
Deferred..................................... 8.8 (1.1)
-------- --------
Total federal income tax expense........... 10.5 13.1
-------- --------
Net income..................................... $ 19.6 $ 23.7
-------- --------
-------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
F-1
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
THREE MONTHS ENDED
MARCH 31,
(IN MILLIONS) 1999 1998
----------------------------------------------- -------- --------
(UNAUDITED)
COMMON STOCK................................... $ 2.5 $ 2.5
-------- --------
ADDITIONAL PAID IN CAPITAL
Balance at beginning and end of period....... 407.9 386.9
-------- --------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Net unrealized appreciation on investments:
Balance at beginning of period............... 24.1 38.5
Appreciation (depreciation) during the
period:
Net (depreciation) on available-for-sale
securities............................... (17.0) (5.9)
Benefit for deferred federal income
taxes.................................... 5.9 2.1
-------- --------
Other comprehensive (loss)................. (11.1) (3.8)
-------- --------
Balance at end of period..................... 13.0 34.7
-------- --------
RETAINED EARNINGS
Balance at beginning of period............... 275.4 213.1
Net income................................... 19.6 23.7
-------- --------
Balance at end of period..................... 295.0 236.8
-------- --------
Total shareholder's equity................. $ 718.4 $ 660.9
-------- --------
-------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
F-2
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
- -------------------------------------------------------------------------------------- MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED) (AUDITED)
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of $1,272.5 and $1,284.6).......... $ 1,300.3 $ 1,330.4
Equity securities at fair value (cost of $34.5 and $27.4)......................... 32.1 31.8
Mortgage loans.................................................................... 225.0 230.0
Real estate....................................................................... 14.5 14.5
Policy loans...................................................................... 154.0 151.5
Other long term investments....................................................... 9.1 9.1
----------- ------------
Total investments............................................................... 1,735.0 1,767.3
----------- ------------
Cash and cash equivalents........................................................... 228.7 217.9
Accrued investment income........................................................... 31.1 33.5
Deferred policy acquisition costs................................................... 1,010.9 950.5
Reinsurance receivables on paid and unpaid losses, future policy benefits and
unearned premiums................................................................. 329.3 308.0
Other assets........................................................................ 48.1 46.9
Separate account assets............................................................. 11,666.9 11,020.4
----------- ------------
Total assets.................................................................... $ 15,050.0 $ 14,344.5
----------- ------------
----------- ------------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits............................................................ $ 2,301.6 $ 2,284.8
Outstanding claims, losses and loss adjustment expenses........................... 14.8 17.9
Unearned premiums................................................................. 2.7 2.7
Contractholder deposit funds and other policy liabilities......................... 40.4 38.1
----------- ------------
Total policy liabilities and accruals........................................... 2,359.5 2,343.5
----------- ------------
Expenses and taxes payable.......................................................... 167.9 146.2
Reinsurance premiums payable........................................................ 56.3 45.7
Deferred federal income taxes....................................................... 81.6 78.8
Separate account liabilities........................................................ 11,666.3 11,020.4
----------- ------------
Total liabilities............................................................... 14,331.6 13,634.6
----------- ------------
Commitments and contingencies (Note 5)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares authorized, 2,524
Shares issued and outstanding..................................................... 2.5 2.5
Additional paid in capital.......................................................... 407.9 407.9
Accumulated other comprehensive income.............................................. 13.0 24.1
Retained earnings................................................................... 295.0 275.4
----------- ------------
Total shareholder's equity...................................................... 718.4 709.9
----------- ------------
Total liabilities and shareholder's equity...................................... $ 15,050.0 $ 14,344.5
----------- ------------
----------- ------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
F-3
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH MARCH
31, 31,
(IN MILLIONS) 1999 1998
-------------------------------------------- ------- -------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)....................... $ 19.6 $ 23.7
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Net realized (gains) losses......... 0.5 (17.1)
Net amortization and depreciation... -- (0.2)
Deferred federal income taxes....... 8.8 (1.1)
Change in deferred acquisition
costs............................. (52.0) (35.7)
Change in premiums and notes
receivable, net of reinsurance.... 10.6 11.1
Change in accrued investment
income............................ 2.3 0.9
Change in policy liabilities and
accruals, net..................... 15.6 11.2
Change in reinsurance receivable.... (21.3) (36.6)
Change in expenses and taxes
payable........................... 15.7 10.8
Separate account activity, net...... (0.6) 1.3
Other, net.......................... 3.4 1.2
------- -------
Net cash used in operating
activities.................... 2.6 (30.5)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................ 60.3 52.1
Proceeds from disposals of equity
securities............................ 11.8 37.6
Proceeds from mortgages matured or
collected............................. 4.9 29.1
Purchase of available-for-sale fixed
maturities............................ (55.3) (69.6)
Purchase of equity securities........... (11.8) (25.5)
Purchase of other investments........... (1.7) (21.6)
------- -------
Net cash provided by (used in)
investing activities.............. 8.2 2.1
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short term debt............... -- 6.9
------- -------
Net cash provided by financing
activities........................ -- 6.9
------- -------
Net change in cash and cash equivalents..... 10.8 (21.5)
Cash and cash equivalents, beginning of
period..................................... 217.9 31.1
------- -------
Cash and cash equivalents, end of
period................................ $228.7 $ 9.6
------- -------
------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
F-4
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31,
(IN MILLIONS) 1999 1998
-------------------------------------------- ------- -------
(UNAUDITED)
Net income.................................. $ 19.6 $ 62.3
------- -------
Other comprehensive income:
Net (depreciation) appreciation on
available-for-sale securities......... (17.0) (23.4)
Benefit for deferred federal income
taxes................................. 5.9 9.0
------- -------
Other comprehensive income.......... (11.1) (14.4)
------- -------
Comprehensive income.................... $ 8.5 $ 47.9
------- -------
------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-5
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
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 accompanying
unaudited consolidated financial statements of AFLIAC have been prepared in
accordance with generally accepted accounting principles for stock life
insurance companies for interim financial information.
The interim consolidated financial statements of AFLIAC include the accounts of
Somerset Square, Inc., a wholly-owned non-insurance company, which was
transferred from SMAFCO effective November 30, 1997 and dissolved as a
subsidiary, effective November 30, 1998. Its results of operations are included
for 11 months of 1998.
The accompanying interim consolidated financial statements reflect, in the
opinion of the Company's management, all adjustments, consisting of only normal
and recurring adjustments, necessary for a fair presentation of the financial
position and results of operations. The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year. These financial statements should be read in
conjunction with the Company's 1998 Annual Audited Financial Statements.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company 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.
2. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investment in foreign operations. This statement is effective for fiscal years
beginning after June 15, 1999. The Company is currently assessing the impact of
adoption of Statement No. 133.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SoP 98-1"). SoP 98-1 requires that
certain costs incurred in developing internal-use computer software be
capitalized and provides guidance for determining whether computer software is
to be considered for internal use. This statement is effective for fiscal years
beginning after December 15, 1998. In the second quarter of 1998, the Company
adopted SoP 98-1 effective January 1, 1998, resulting in an increase in pre-tax
income of $9.8 million through December 31, 1998. The adoption of SOP 98-1 did
not have a material effect on the results of operations or financial position
for the three months ended March 31, 1998. The effect of SOP 98-1 was $3.8
million in the first quarter of 1999.
F-6
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SIGNIFICANT TRANSACTIONS
Effective January 1, 1998, the Company entered into an agreement with a highly
rated reinsurer to reinsure the mortality risk on the universal life and
variable universal life blocks of business. This agreement did not have a
material effect on the Company's results of operations or financial position.
During 1998, SMAFCO contributed $21.0 million of additional paid-in capital to
the Company. There were no capital contributions in the first quarter of 1999
and 1998.
4. FEDERAL INCOME TAXES
Federal income tax expense for the periods ended March 31, 1999 and 1998, has
been computed using estimated effective tax rates. These rates are revised, if
necessary, at the end of each successive interim period to reflect the current
estimates of the annual effective tax rates.
5. COMMITMENTS AND 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 on behalf of a putative class was instituted in
Louisiana against AFC and certain of its subsidiaries including AFLIAC, by
individual plaintiffs alleging fraud, unfair or deceptive acts, breach of
contract, misrepresentation, and related claims in the sale of life insurance
policies. In October 1997, plaintiffs voluntarily dismissed the Louisiana suit
and filed a substantially similar action in Federal District Court in Worcester,
Massachusetts. In early November 1998, AFC and the plaintiffs entered into a
settlement agreement, to which the court granted preliminary approval on
December 4, 1998. A hearing was held on March 19, 1999 to consider final
approval of the settlement agreement. On May 19, 1999, the Court issued an order
certifying the class for settlement purposes and granting final approval. AFLIAC
recognized a $16.4 million charge to surplus during the third quarter of 1998
related to this litigation. Although the Company believes that this charge
reflects appropriate recognition of its obligation under the settlement, this
estimate assumes the availability of insurance coverage for certain claims and
the estimate may be revised based on an amount of reimbursement actually
tendered by AFLIAC's insurance carriers, if any, and based on changes in the
Company's estimate of the ultimate cost of the benefits to be provided to
members of the class.
The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion, 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.
F-7
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
6. SUBSEQUENT EVENTS
AFC has proposed certain changes to its corporate structure. These changes
include transfer of FAFLIC's ownership of Allmerica P&C, as well as several
other non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC would retain its
ownership of AFLIAC and certain other subsidiaries. Under the proposal, AFC
would contribute to FAFLIC capital of $125 million and agree to maintain
FAFLIC's statutory surplus at specified levels during the following six years.
In addition, any dividend from FAFLIC to AFC during 2000 and 2001 would require
the prior approval of the Commonwealth of Massachusetts Insurance Commissioner
(the "Commissioner"). This proposed transaction was approved by the Commissioner
on May 24, 1999.
F-8
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
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, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of Allmerica Financial Life Insurance and Annuity Company (the "Company") at
December 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998 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/PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 2, 1999, except for paragraph 2 of Note 12,
which is as of March 19, 1999
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
----------------------------------------------- ------- ------- -------
REVENUES
Premiums................................... $ 0.5 $ 22.8 $ 32.7
Universal life and investment product
policy fees.............................. 267.4 212.2 176.2
Net investment income...................... 151.3 164.2 171.7
Net realized investment gains (losses)..... 20.0 2.9 (3.6)
Other income............................... 0.6 1.4 0.9
------- ------- -------
Total revenues......................... 439.8 403.5 377.9
------- ------- -------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
adjustment expenses...................... 153.9 187.8 192.6
Policy acquisition expenses................ 64.6 2.8 49.9
Sales practice litigation.................. 21.0 -- --
Loss from cession of disability income
business................................. -- 53.9 --
Other operating expenses................... 104.1 101.3 86.6
------- ------- -------
Total benefits, losses and expenses.... 343.6 345.8 329.1
------- ------- -------
Income before federal income taxes............. 96.2 57.7 48.8
------- ------- -------
FEDERAL INCOME TAX EXPENSE (BENEFIT)
Current.................................... 22.1 13.9 26.9
Deferred................................... 11.8 7.1 (9.8)
------- ------- -------
Total federal income tax expense....... 33.9 21.0 17.1
------- ------- -------
Net income..................................... $ 62.3 $ 36.7 $ 31.7
------- ------- -------
------- ------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-1
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(IN MILLIONS) 1998 1997
-------------------------------------------------------- ---------- ----------
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,284.6 and $1,340.5)............................ $ 1,330.4 $ 1,402.5
Equity securities at fair value (cost of $27.4 and
$34.4)............................................ 31.8 54.0
Mortgage loans...................................... 230.0 228.2
Real estate......................................... 14.5 12.0
Policy loans........................................ 151.5 140.1
Other long-term investments......................... 9.1 20.3
---------- ----------
Total investments............................... 1,767.3 1,857.1
---------- ----------
Cash and cash equivalents............................. 217.9 31.1
Accrued investment income............................. 33.5 34.2
Deferred policy acquisition costs..................... 950.5 765.3
Reinsurance receivables on paid and unpaid losses,
future policy benefits and unearned premiums........ 308.0 251.1
Other assets.......................................... 46.9 10.7
Separate account assets............................... 11,020.4 7,567.3
---------- ----------
Total assets.................................... $ 14,344.5 $ 10,516.8
---------- ----------
---------- ----------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 2,284.8 $ 2,097.3
Outstanding claims, losses and loss adjustment
expenses.......................................... 17.9 18.5
Unearned premiums................................... 2.7 1.8
Contractholder deposit funds and other policy
liabilities....................................... 38.1 32.5
---------- ----------
Total policy liabilities and accruals........... 2,343.5 2,150.1
---------- ----------
Expenses and taxes payable............................ 146.2 77.6
Reinsurance premiums payable.......................... 45.7 4.9
Deferred federal income taxes......................... 78.8 75.9
Separate account liabilities.......................... 11,020.4 7,567.3
---------- ----------
Total liabilities............................... 13,634.6 9,875.8
---------- ----------
Commitments and contingencies (Note 12)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,524 and 2,521 shares issued and
outstanding......................................... 2.5 2.5
Additional paid-in capital............................ 407.9 386.9
Accumulated other comprehensive income................ 24.1 38.5
Retained earnings..................................... 275.4 213.1
---------- ----------
Total shareholder's equity...................... 709.9 641.0
---------- ----------
Total liabilities and shareholder's equity...... $ 14,344.5 $ 10,516.8
---------- ----------
---------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
----------------------------------------------- -------- -------- --------
COMMON STOCK................................... $ 2.5 $ 2.5 $ 2.5
-------- -------- --------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period............. 386.9 346.3 324.3
Issuance of common stock................... 21.0 40.6 22.0
-------- -------- --------
Balance at end of period................... 407.9 386.9 346.3
-------- -------- --------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Net unrealized appreciation on investments:
Balance at beginning of period............. 38.5 20.5 23.8
Appreciation (depreciation) during the
period:
Net (depreciation) appreciation on
available-for-sale securities........ (23.4) 27.0 (5.1)
Benefit (provision) for deferred
federal income taxes................. 9.0 (9.0) 1.8
-------- -------- --------
(14.4) 18.0 (3.3)
-------- -------- --------
Balance at end of period................... 24.1 38.5 20.5
-------- -------- --------
RETAINED EARNINGS
Balance at beginning of period............. 213.1 176.4 144.7
Net income................................. 62.3 36.7 31.7
-------- -------- --------
Balance at end of period................... 275.4 213.1 176.4
-------- -------- --------
Total shareholder's equity............. $ 709.9 $ 641.0 $ 545.7
-------- -------- --------
-------- -------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
-------------------------------------------- ------- ------- -------
Net income.................................. $ 62.3 $ 36.7 $ 31.7
Other comprehensive income:
Net (depreciation) appreciation on
available-for-sale securities......... (23.4) 27.0 (5.1)
Benefit (provision) for deferred federal
income taxes.......................... 9.0 (9.0) 1.8
------- ------- -------
Other comprehensive income.......... (14.4) 18.0 (3.3)
------- ------- -------
Comprehensive income.................... 47.9 $ 54.7 $ 28.4
------- ------- -------
------- ------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
-------------------------------------------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 62.3 $ 36.7 $ 31.7
Adjustments to reconcile net income to
net cash used in operating activities:
Net realized gains.................. (20.0) (2.9) 3.6
Net amortization and depreciation... (7.1) -- 3.5
Sales practice litigation expense... 21.0
Loss from cession of disability
income business................... -- 53.9 --
Deferred federal income taxes....... 11.8 7.1 (9.8)
Payment related to cession of
disability income business........ -- (207.0) --
Change in deferred acquisition
costs............................. (177.8) (181.3) (66.8)
Change in reinsurance premiums
payable........................... 40.8 3.9 (0.2)
Change in accrued investment
income............................ 0.7 3.5 1.2
Change in policy liabilities and
accruals, net..................... 193.1 (72.4) (39.9)
Change in reinsurance receivable.... (56.9) 22.1 (1.5)
Change in expenses and taxes
payable........................... 55.4 0.2 32.3
Separate account activity, net...... (0.5) 1.6 8.0
Other, net.......................... (28.0) (8.7) 2.3
-------- -------- --------
Net cash provided by (used in)
operating activities.......... 94.8 (343.3) (35.6)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................ 187.0 909.7 809.4
Proceeds from disposals of equity
securities............................ 53.3 2.4 1.5
Proceeds from disposals of other
investments........................... 22.7 23.7 17.4
Proceeds from mortgages matured or
collected............................. 60.1 62.9 34.0
Purchase of available-for-sale fixed
maturities............................ (136.0) (579.7) (795.8)
Purchase of equity securities........... (30.6) (3.2) (13.2)
Purchase of other investments........... (22.7) (9.0) (13.9)
Purchase of mortgages................... (58.9) (70.4) (22.3)
Other investing activities, net......... (3.9) -- (2.0)
-------- -------- --------
Net cash provided by investing
activities........................ 71.0 336.4 15.1
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock and
capital paid in....................... 21.0 19.2 22.0
-------- -------- --------
Net cash provided by financing
activities........................ 21.0 19.2 22.0
-------- -------- --------
Net change in cash and cash equivalents..... 186.8 12.3 1.5
Cash and cash equivalents, beginning of
period..................................... 31.1 18.8 17.3
-------- -------- --------
Cash and cash equivalents, end of period.... $ 217.9 $ 31.1 $ 18.8
-------- -------- --------
-------- -------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................... $ 0.6 $ -- $ 3.4
Income taxes paid....................... $ 36.2 $ 5.4 $ 16.5
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-5
NOTES TO CONSOLIDATED 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, which was transferred from
SMAFCO effective November 30, 1997 and dissolved as a subsidiary, effective
November 30, 1998. Its results of operations are included for 11 months of 1998
and for the month of December, 1997.
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 the Company 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.
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 re-evaluates such designation as of each balance sheet date.
Marketable equity securities and debt securities are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in a separate
component of shareholder's equity. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in investment income.
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 the Company 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 the Company believes may not be collectible in
full. In establishing reserves, the Company 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 adopted to a plan to dispose of all real estate assets
by the end of 1998. As of December 31, 1998, there was 1 property remaining in
the Company's real estate portfolio, which is being actively marketed. As a
result of the Plan, real estate held by the Company and real estate joint
ventures were written down to the estimated fair value less cost of disposal.
Depreciation is not recorded on this asset while it is held for disposal.
F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other-than-temporary impairment of the value of a specific
investment or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans 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, the Company believes it is more likely than not that all of these costs
will be realized. The amount of deferred policy acquisition costs considered
realizable, however, could be reduced in the near term if the estimates of gross
profits or total revenues discussed above are reduced. The amount of
amortization of deferred policy acquisition costs could be revised in the near
term if any of the estimates discussed above are revised.
F. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of certain pension, variable annuity
and variable life insurance contractholders. Assets consist principally of
bonds, common stocks, mutual funds, and short-term obligations at market value.
The investment income, gains and losses of these accounts generally accrue to
the contractholders and, therefore, are not included in the Company's net
income. Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholder's equity or net investment income.
G. POLICY LIABILITIES AND ACCRUALS
Future policy benefits are liabilities for life, disability income 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
F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 3% to 6% for life
insurance and 3 1/2% 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 disability income 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 for individual life and disability income policies.
These estimates are continually reviewed and adjusted as necessary; such
adjustments are reflected in current operations.
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, the Company
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 individual annuity products, excluding
universal life and investment-related products, are considered revenue when due.
Individual disability income insurance premiums are recognized as revenue over
the related contract periods. The unexpired portion of these premiums is
recorded as unearned premiums. 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, with
mortality, administration and surrender charges assessed against the fund
values. Related benefit expenses include universal life benefit claims in excess
of fund values and net investment income credited to universal life fund values.
Certain policy charges that represent compensation for services to be provided
in future periods are deferred and amortized over the period benefited using the
same assumptions used to amortize capitalized acquisition costs.
I. FEDERAL INCOME TAXES
AFC and its domestic subsidiaries file a 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 tax losses that can be
applied to offset life insurance company taxable income.
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
F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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" (Statement
No. 109). These differences result primarily from policy reserves, policy
acquisition expenses, and unrealized appreciation or depreciation on
investments.
J. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investment in foreign operations. This statement is effective for fiscal years
beginning after June 15, 1999. The Company is currently assessing the impact of
adoption of Statement No. 133.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SoP 98-1"). SoP 98-1 requires that
certain costs incurred in developing internal-use computer software be
capitalized and provides guidance for determining whether computer software is
to be considered for internal use. This statement is effective for fiscal years
beginning after December 15, 1998. In the second quarter, the Company adopted
SoP 98-1 effective January 1, 1998, resulting in an increase in pre-tax income
of $9.8 million through December 31, 1998. The adoption of SoP 98-1 did not have
a material effect on the results of operations or financial position for the
three months ended March 31, 1998.
In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" ("SoP 97-3"). SoP 97-3 provides
guidance when a liability should be recognized for guaranty fund and other
assessments and how to measure the liability. This statement allows for the
discounting of the liability if the amount and timing of the cash payments are
fixed and determinable. In addition, it provides criteria for when an asset may
be recognized for a portion or all of the assessment liability or paid
assessment that can be recovered through premium tax offsets or policy
surcharges. This statement is effective for fiscal years beginning after
December 15, 1998. The Company believes that the adoption of this statement will
not have a material effect on the results of operations or financial position.
In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("Statement No. 131"). 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
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
beginning after December 15, 1997. AFLIAC consists of one segment, Allmerica
Financial Services, which underwrites and distributes variable annuities and
variable universal life via retail channels.
In June 1997, the FASB also issued Statement No. 130, "Reporting Comprehensive
Income" ("Statement No. 130"), 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 adopted Statement No. 130 for the first quarter of 1998,
which resulted primarily in reporting unrealized gains and losses on investments
in debt and equity securities in comprehensive income.
2. SIGNIFICANT TRANSACTIONS
Effective January 1, 1998, the Company entered into an agreement with a highly
rated reinsurer to reinsure the mortality risk on the universal life and
variable universal life blocks of business. The agreement does not have a
material effect on the results of operations or financial position of the
Company.
On April 14, 1997, the Company entered into an agreement in principle to cede
substantially all of the Company's individual disability income line of business
under a 100% coinsurance agreement with a highly rated reinsurer. 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 1998, 1997 and 1996 , SMAFCO contributed $21.0 million, $40.6 million and
$22.0 million, respectively, of additional paid-in capital to the Company. The
nature of the 1997 contribution was $19.2 million in cash and $21.4 million in
other assets including Somerset Square, Inc.
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 Statement No. 115.
The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:
1998
----------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- --------- ---------- ---------- --------
U.S. Treasury securities and U.S.
government and agency securities....... $ 5.8 $ 0.8 $-- $ 6.6
States and political subdivisions....... 2.7 0.2 -- 2.9
Foreign governments..................... 48.8 1.6 1.5 48.9
Corporate fixed maturities.............. 1,096.0 58.0 17.7 1,136.3
Mortgage-backed securities.............. 131.3 5.8 1.4 135.7
--------- ----- ----- --------
Total fixed maturities.................. $ 1,284.6 $66.4 $20.6 $1,330.4
--------- ----- ----- --------
--------- ----- ----- --------
Equity securities....................... $ 27.4 $ 8.9 $ 4.5 $ 31.8
--------- ----- ----- --------
--------- ----- ----- --------
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1997
----------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ---------------------------------------- --------- ---------- ---------- --------
U.S. Treasury securities and U.S.
government and agency securities....... $ 6.3 $ 0.5 $-- $ 6.8
States and political subdivisions....... 2.8 0.2 -- 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.................. $ 1,340.5 $66.6 $ 4.6 $1,402.5
--------- ----- ----- --------
--------- ----- ----- --------
Equity securities....................... $ 34.4 $19.9 $ 0.3 $ 54.0
--------- ----- ----- --------
--------- ----- ----- --------
(1) Amortized cost for fixed maturities and cost for equity securities.
In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1998, the amortized
cost and market value of these assets on deposit in New York were $268.5 million
and $284.1 million, respectively. At December 31, 1997, the amortized cost and
market value of assets on deposit were $276.8 million and $291.7 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, 1998 and 1997.
There were no contractual fixed maturity investment commitments at December 31,
1998 and 1997, 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.
1998
--------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------------------------------------------------------ --------- --------
Due in one year or less..................................... $ 97.7 $ 98.9
Due after one year through five years....................... 269.1 278.3
Due after five years through ten years...................... 638.2 658.5
Due after ten years......................................... 279.6 294.7
--------- --------
Total....................................................... $ 1,284.6 $1,330.4
--------- --------
--------- --------
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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:
FOR THE YEARS ENDED DECEMBER 31, PROCEEDS FROM GROSS GROSS
(IN MILLIONS) VOLUNTARY SALES GAINS LOSSES
- ------------------------------------------------------------ --------------- ----- ------
1998
Fixed maturities............................................ $ 60.0 $ 2.0 $ 2.0
Equity securities........................................... $ 52.6 $17.5 $ 0.9
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
Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:
EQUITY
FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
- ------------------------------------------------------------ ---------- ------------- -------
1998
Net appreciation, beginning of year......................... $ 22.1 $ 16.4 $ 38.5
---------- ------ -------
Net depreciation on available-for-sale securities........... (16.2) (14.3) (30.5)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 7.1 -- 7.1
Benefit from deferred federal income taxes.................. 3.2 5.8 9.0
---------- ------ -------
(5.9) (8.5) (14.4)
---------- ------ -------
Net appreciation, end of year............................... $ 16.2 $ 7.9 $ 24.1
---------- ------ -------
---------- ------ -------
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
---------- ------ -------
---------- ------ -------
1996
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
---------- ------ -------
---------- ------ -------
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(1) Includes net appreciation on other investments of $.9 million, $1.3 million,
and $2.2 million in 1998, 1997, and 1996, respectively.
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:
DECEMBER 31,
(IN MILLIONS) 1998 1997
- ------------------------------------------------------------ ------- -------
Mortgage loans.............................................. $ 230.0 $ 228.2
Real estate held for sale................................... 14.5 12.0
------- -------
Total mortgage loans and real estate........................ $ 244.5 $ 240.2
------- -------
------- -------
Reserves for mortgage loans were $3.3 million and $9.4 million at December 31,
1998 and 1997, respectively.
During 1997, the Company committed to a plan to dispose of all real estate
assets by the end of 1998. At December 31, 1998, there was 1 property remaining
in the Company's real estate portfolio, which is being actively marketed. As a
result of the Plan, during 1997, 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 was not recorded on these assets while they were held
for disposal.
There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1998 and 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.
There were no contractual commitments to extend credit under commercial mortgage
loan agreements at December 31, 1998. These commitments generally expire within
one year.
Mortgage loans and real estate investments comprised the following property
types and geographic regions:
DECEMBER 31,
(IN MILLIONS) 1998 1997
- ------------------------------------------------------------ ------ ------
Property type:
Office building........................................... $129.2 $101.7
Residential............................................... 18.9 19.3
Retail.................................................... 37.4 42.2
Industrial/warehouse...................................... 59.2 61.9
Other..................................................... 3.1 24.5
Valuation allowances...................................... (3.3) (9.4)
------ ------
Total....................................................... $244.5 $240.2
------ ------
------ ------
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31,
(IN MILLIONS) 1998 1997
- ------------------------------------------------------------ ------ ------
Geographic region:
South Atlantic............................................ $ 55.5 $ 68.7
Pacific................................................... 80.0 56.6
East North Central........................................ 41.4 61.4
Middle Atlantic........................................... 22.5 29.8
West South Central........................................ 6.7 6.9
New England............................................... 26.9 12.4
Other..................................................... 14.8 13.8
Valuation allowances...................................... (3.3) (9.4)
------ ------
Total....................................................... $244.5 $240.2
------ ------
------ ------
At December 31, 1998, scheduled mortgage loan maturities were as follows: 1999
- -- $24.8 million; 2000 -- $43.5 million; 2001 -- $6.6 million; 2002 -- $11.5
million; 2003 -- $0.6 million; and $143.0 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 1998, 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.
FOR THE YEARS ENDED DECEMBER 31, BALANCE AT BALANCE AT
(IN MILLIONS) JANUARY 1 PROVISIONS WRITE-OFFS DECEMBER 31
- ------------------------------------------------------------ ---------- ---------- ---------- -----------
1998
Mortgage loans.............................................. $ 9.4 $(4.5) $1.6 $ 3.3
----- ----- --- -----
----- ----- --- -----
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
----- ----- --- -----
----- ----- --- -----
Provisions on mortgages during 1998 reflect the release of redundant reserves.
Write-offs of $5.4 million to the investment valuation allowance related to real
estate in 1997 primarily reflect write downs to the estimated fair value less
cost to sell pursuant to the aforementioned 1997 plan of disposal.
The carrying value of impaired loans was $15.3 million and $20.6 million, with
related reserves of $1.5 million and $7.1 million as of December 31, 1998 and
1997, respectively. All impaired loans were reserved as of December 31, 1998 and
1997.
The average carrying value of impaired loans was $17.0 million, $19.8 million
and $26.3 million, with related interest income while such loans were impaired
of $2.0 million, $2.2 million and $3.4 million as of December 31, 1998, 1997 and
1996, respectively.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
D. OTHER
At December 31, 1998, 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:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Fixed maturities............................................ $107.7 $130.0 $137.2
Mortgage loans.............................................. 25.5 20.4 22.0
Equity securities........................................... 0.3 1.3 0.7
Policy loans................................................ 11.7 10.8 10.2
Real estate................................................. 3.3 3.9 6.2
Other long-term investments................................. 1.5 1.0 0.8
Short-term investments...................................... 4.2 1.4 1.4
------ ------ ------
Gross investment income..................................... 154.2 168.8 178.5
Less investment expenses.................................... (2.9) (4.6) (6.8)
------ ------ ------
Net investment income....................................... $151.3 $164.2 $171.7
------ ------ ------
------ ------ ------
There were no mortgage loans or fixed maturities on non-accrual status at
December 31, 1998. 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 1998 and 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 $12.6 million, $21.1 million and $25.4 million at December 31,
1998, 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 $1.4 million, $1.9 million and $3.6 million in 1998,
1997, and 1996, respectively. Actual interest income on these loans included in
net investment income aggregated $1.8 million, $2.1 million and $2.2 million in
1998, 1997, and 1996, respectively.
There were no fixed maturities or mortgage loans which, were non-income
producing for the twelve months ended December 31, 1998.
B. REALIZED INVESTMENT GAINS AND LOSSES
Realized gains (losses) on investments were as follows:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Fixed maturities............................................ $ (6.1) $ 3.0 $ (3.3)
Mortgage loans.............................................. 8.0 (1.1) (3.2)
Equity securities........................................... 15.7 0.5 0.3
Real estate................................................. 2.4 (1.5) 2.5
Other....................................................... -- 2.0 0.1
------ ------ ------
Net realized investment gains (losses)...................... $ 20.0 $ 2.9 $ (3.6)
------ ------ ------
------ ------ ------
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
C. OTHER COMPREHENSIVE INCOME RECONCILIATION
The following table provides a reconciliation of gross unrealized gains to the
net balance shown in the Statement of Comprehensive income:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------- ------- -------
Unrealized gains on securities:
Unrealized holding gains arising during period (net of taxes
of $(5.6) million, $10.2 million and $(2.9) million in
1998, 1997 and 1996 respectively).......................... $ (8.2) $ 20.3 $ (5.3)
Less: reclassification adjustment for gains included in net
income (net of taxes of $3.4 million, $1.2 million and
$(1.0) million in 1998, 1997 and 1996 respectively)........ 6.2 2.3 (2.0)
------- ------- -------
Other comprehensive income.................................. $ (14.4) $ 18.0 $ (3.3)
------- ------- -------
------- ------- -------
5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
Statement No. 107, "Disclosures about Fair Value of Financial Instruments"
("Statement No, 107"), 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 is
limited to the lesser of the present value of the cash flows or book value.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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:
1998 1997
--------------------- ---------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------------------------------------------------------ --------- --------- --------- ---------
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 217.9 $ 217.9 $ 31.1 $ 31.1
Fixed maturities.......................................... 1,330.4 1,330.4 1,402.5 1,402.5
Equity securities......................................... 31.8 31.8 54.0 54.0
Mortgage loans............................................ 230.0 241.9 228.2 239.8
Policy loans.............................................. 151.5 151.5 140.1 140.1
--------- --------- --------- ---------
$ 1,961.6 $ 1,973.5 $ 1,855.9 $ 1,867.5
--------- --------- --------- ---------
--------- --------- --------- ---------
FINANCIAL LIABILITIES
Individual fixed annuity contracts........................ $ 1,069.4 $ 1,034.6 $ 876.0 $ 850.6
Supplemental contracts without life Contingencies......... 16.6 16.6 15.3 15.3
--------- --------- --------- ---------
$ 1,086.0 $ 1,051.2 $ 891.3 $ 865.9
--------- --------- --------- ---------
--------- --------- --------- ---------
6. FEDERAL INCOME TAXES
Provisions for federal income taxes have been calculated in accordance with the
provisions of Statement No. 109. A summary of the federal income tax expense
(benefit) in the statement of income is shown below:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ----- ----- -----
Federal income tax expense (benefit)
Current................................................... $22.1 $13.9 $26.9
Deferred.................................................. 11.8 7.1 (9.8)
----- ----- -----
Total....................................................... $33.9 $21.0 $17.1
----- ----- -----
----- ----- -----
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.
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The deferred tax liabilities are comprised of the following:
DECEMBER 31,
(IN MILLIONS) 1998 1997
- ------------------------------------------------------------ -------- --------
Deferred tax (assets) liabilities
Policy reserves........................................... $ (205.1) $ (175.8)
Deferred acquisition costs................................ 278.8 226.4
Investments, net.......................................... 12.5 27.0
Sales practice litigation................................. (7.4) --
Bad debt reserve.......................................... (0.4) (2.0)
Other, net................................................ 0.4 0.3
-------- --------
Deferred tax liability, net................................. $ 78.8 $ 75.9
-------- --------
-------- --------
Gross deferred income tax liabilities totaled $291.7 million and $253.7 million
at December 31, 1998 and 1997, respectively. Gross deferred income tax assets
totaled $212.9 million and $177.8 at December 31, 1998 and 1997, respectively.
The Company believes, based on its 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, the Company 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 consolidated group's federal
income tax returns through 1994. The Company has appealed certain adjustments
proposed by the IRS with respect to the consolidated group's federal income tax
returns for 1992, 1993, and 1994. Also, certain adjustments proposed by the IRS
with respect to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983
remain unresolved. If upheld, these adjustments would result in additional
payments; however, the Company will vigorously defend its position with respect
to these adjustments. In the Company'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.
7. 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 $145.4 million and $124.1 million in 1998 and 1997. The
net amounts payable to FAFLIC and affiliates for accrued expenses and various
other liabilities and receivables were $16.4 million and $15.0 million at
December 31, 1998 and 1997, respectively.
8. 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
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
No dividends were declared by the Company during 1998, 1997 and 1996. During
1999, AFLIAC could pay dividends of $26.1 million to FAFLIC without prior
approval.
9. 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 Statement No. 113, "Accounting and Reporting
for Reinsurance of Short-Duration and Long-Duration Contracts" ("Statement No.
113").
The Company reinsures 100% of its traditional individual life and certain blocks
of its universal life business, substantially all of its disability income
business, and effective January 1, 1998, the mortality risk on the variable
universal life and remaining universal life blocks of business in-force at
December 31, 1997.
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.
Amounts recoverable from reinsurers at December 31, 1998 and 1997 for the
disability income business were $230.8 million and $216.1 million, respectively,
traditional life were $11.4 million and $15.2 million, respectively, and
universal and variable universal life were $65.8 million and $19.8 million,
respectively.
The effects of reinsurance were as follows:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Insurance premiums:
Direct.................................................... $ 45.5 $ 48.8 $ 53.3
Assumed................................................... -- 2.6 3.1
Ceded..................................................... (45.0) (28.6) (23.7)
------ ------ ------
Net premiums................................................ $ 0.5 $ 22.8 $ 32.7
------ ------ ------
------ ------ ------
F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Insurance and other individual policy benefits, claims,
losses and loss adjustment expenses:
Direct.................................................... $204.0 $226.0 $206.4
Assumed................................................... -- 4.2 4.5
Ceded..................................................... (50.1) (42.4) (18.3)
------ ------ ------
Net policy benefits, claims, losses and loss adjustment
expenses................................................... $153.9 $187.8 $192.6
------ ------ ------
------ ------ ------
10. DEFERRED POLICY ACQUISITION COSTS
The following reflects the changes to the deferred policy acquisition asset:
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Balance at beginning of year................................ $765.3 $632.7 $555.7
Acquisition expenses deferred............................. 242.4 184.2 116.6
Amortized to expense during the year...................... (64.6) (53.1) (49.9)
Adjustment to equity during the year...................... 7.4 (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...................................... $950.5 $765.3 $632.7
------ ------ ------
------ ------ ------
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.
11. LIABILITIES FOR INDIVIDUAL DISABILITY INCOME 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 recorded in
results of operations in the year such changes are determined to be needed.
The liability for future policy benefits and outstanding claims, losses and loss
adjustment expenses related to the Company's disability income business was
$233.3 million and $219.9 million at December 31, 1998 and 1997. Due to the
reinsurance agreement whereby the Company has ceded substantially all of its
disability income business to a highly rated reinsurer, the Company 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.
12. 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
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 on behalf of a putative class was instituted in
Louisiana against AFC and certain of its subsidiaries including AFLIAC, by
individual plaintiffs alleging fraud, unfair or deceptive acts, breach of
contract, misrepresentation, and related claims in the sale of life insurance
policies. In October 1997, plaintiffs voluntarily dismissed the Louisiana suit
and filed a substantially similar action in Federal District Court in Worcester,
Massachusetts. In early November 1998, AFC and the plaintiffs entered into a
settlement agreement, to which the court granted preliminary approval on
December 4, 1998. A hearing was held on March 19, 1999 to consider final
approval of the settlement agreement. A decision by the court is expected to be
rendered in the near future. Accordingly, AFLIAC recognized a $21.0 million
pre-tax expense during the third quarter of 1998 related to this litigation.
Although the Company believes that this expense reflects appropriate recognition
of its obligation under the settlement, this estimate assumes the availability
of insurance coverage for certain claims, and the estimate may be revised based
on the amount of reimbursement actually tendered by AFC's insurance carriers, if
any, and based on changes in the Company's estimate of the ultimate cost of the
benefits to be provided to members of the class.
The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion of, 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.
13. 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
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:
(IN MILLIONS) 1998 1997 1996
- ------------------------------------------------------------ ------ ------ ------
Statutory net income........................................ $ (8.2) $ 31.5 $ 5.4
Statutory shareholder's surplus............................. $309.7 $307.1 $234.0
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)
AFC has proposed certain changes to its corporate structure. These changes
include transfer of FAFLIC's ownership of Allmerica P&C, as well as several
non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC would retain its
ownership of AFLIAC and certain other subsidiaries. Under the proposal, AFC
would contribute to FAFLIC capital of $125.0 million and agree to maintain
FAFLIC's statutory surplus at specified levels during the following six years.
In addition, any dividend from FAFLIC to AFC during 2000 and 2001 would require
the prior approval of the Commonwealth of Massachusetts Insurance Commissioner
(the "Commissioner"). This proposed transaction was approved by the Commissioner
on May 24, 1999.
On May 19, 1999, the Federal District Court in Worcester, Massachusetts issued
an order relating to the litigation mentioned in Note 12, above, certifying the
class for settlement purposes and granting final approval of the settlement
agreement.
F-22
PART II
UNDERTAKINGS AND REPRESENTATIONS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission ("SEC") such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the SEC heretofore or hereafter duly adopted pursuant to authority
conferred in that section.
RULE 484 UNDERTAKING
Article VIII of Registrant's Bylaws provides: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation against
all expenses actually and necessarily incurred by him in the defense or
reasonable settlement of any action, suit, or proceeding in which he is made a
party by reason of his being or having been a Director or Officer of the
Corporation, including any sums paid in settlement or to discharge judgment,
except in relation to matters as to which he shall be finally adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or Officer; and the foregoing right
of indemnification or reimbursement shall not affect any other rights to which
he may be entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.
Insofar as indemnification for liability arising under the 1933 Act may be
permitted to Directors, Officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
Policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, Officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, Officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public Policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
REPRESENTATIONS PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940
The Company hereby represents that the aggregate fees and charges under the
Policy are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
CONTENTS OF THE REGISTRATION STATEMENT
This registration statement amendment comprises the following papers and
documents:
The facing sheet
Cross-reference to items required by Form N-8B-2
The prospectus consisting of ___ pages
The undertaking to file reports
The undertaking pursuant to Rule 484 under the 1933 Act
Representations pursuant to Section 26(e) of the 1940 Act.
The signatures
Written consents of the following persons:
1. Actuarial Consent
2. Opinion of Counsel
3. Consent of Independent Accountants
The following exhibits:
1. Exhibit 1 (Exhibits required by paragraph A of the instructions to
Form N-8B-2)
(1) Certified copy of Resolutions of the Board of Directors of the
Company dated June 13, 1996 authorizing the establishment of
the Separate Account IMO is filed herwith.
(2) Not Applicable.
(3) (a) Underwriting and Administrative Services Agreement between
the Company and Allmerica Investments, Inc. was previously
filed on April 16, 1998 in Post-Effective Amendment No. 12
(Registration Statement No. 33-57792), and is incorporated
by reference herein.
(b) Registered Representatives/Agents Agreement was previously
filed on April 16, 1998 in Post-Effective Amendment No. 12
(Registration Statement No. 33-57792), and is incorporated
by reference herein.
(c) Sales Agreements with broker-dealers were previously filed
on April 16, 1998 in Post-Effective Amendment No. 12
(Registration Statement No. 33-57792), and are incorporated
by reference herein.
(d) Commission Schedule was previously filed on April 16, 1998
in Post-Effective Amendment No. 12 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(e) General Agents Agreement was previously filed on April 16,
1998 in Post-Effective Amendment No. 12 (Registration
Statement No. 33-57792), and is incorporated by reference
herein.
(f) Career Agents Agreement was previously filed on April 16,
1998 in Post-Effective Amendment No. 12 (Registration
Statement No. 33-57792), and is incorporated by reference
herein.
(4) Contract Form 1033-99 is filed herwith.
(5) (a) IMO Policy;
(b) Waiver of Payment Rider;
(c) Option To Accelerate Death Benefit
(Living Benefits Rider);
(d) Term Insurance Rider;
(e) Other Insured Term Insurance Rider; and
(f) Guaranteed Death Benefit Rider are filed herewith.
(6) Articles of Incorporation and Bylaws, as amended of the Company,
effective as of October 1, 1995 were previously filed on
September 29, 1995 in Post-Effective Amendment No. 5
(Registration Statement No. 33-57792), and are incorporated by
reference herein.
(7) Not Applicable.
(8) (a) Participation Agreement with Allmerica Investment Trust was
previously filed on April 16, 1998 in Post-Effective
Amendment No. 12 (Registration Statement No. 33-57792),
and is incorporated by reference herein.
(b) Participation Agreement with Variable Insurance Products
Fund, as amended, was previously filed on April 16, 1998 in
Post-Effective Amendment No. 12 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(c) Participation Agreement with T. Rowe Price International
Series, Inc. was previously filed on April 16, 1998 in
Post-Effective Amendment No. 12 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(d) Fidelity Service Agreement, effective as of November 1,
1995, was previously filed on April 30, 1996 in
Post-Effective Amendment No. 6 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(e) An Amendment to the Fidelity Service Agreement, effective as
of January 1, 1997, was previously filed on April 30, 1997
in Post-Effective Amendment No. 9 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(f) Fidelity Service Contract, effective as of January 1, 1997,
was previously filed in Post-Effective Amendment No. 9
(Registration Statement No. 33-57792), and is incorporated
by reference herein.
(g) Service Agreement with Rowe Price-Fleming International,
Inc. was previously filed on April 16, 1998 in
Post-Effective Amendment No. 12 (Registration Statement
No. 33-57792), and is incorporated by reference herein.
(9) (a) BFDS Agreements for lockbox and mailroom services were
previously filed on April 16, 1998 in Post-Effective
Amendment No. 12 (Registration Statement No. 33-57792),
and are incorporated by reference herein.
(b) Directors' Power of Attorney is filed herewith.
(10) Form of application is filed herewith.
2. Policy and Policy riders are included in Exhibit 1 (5) above.
3. Opinion of Counsel is filed herewith.
4. Not Applicable.
5. Not Applicable.
6. Actuarial Consent is filed herewith.
7. Procedures Memorandum dated May, 1993 pursuant to Rule
6e-3(T)(b)(12)(iii) under the 1940 Act, which includes
conversion procedures pursuant to Rule 6e-3(T)(b)(13)(v)(B),
is filed herewith.
8. Consent of Independent Accountants is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this Initial 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
30th day of July, 1999.
Separate Account IMO
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Mary Eldridge
-------------------------------
Mary Eldridge, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Initial
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Warren E. Barnes Vice President and Corporate Controller July 30, 1999
- ------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President, Chief Financial
- ------------------------ Officer and Treasurer
Richard M. Reilly* Director, President and
- ------------------------ Chief Executive Officer
John F. O'Brien* Director and Chairman of the Board
- ------------------------
Bruce C. Anderson* Director
- ------------------------
Robert E. Bruce Director and Chief Information Officer
- ------------------------
John P. Kavanaugh* Director, Vice President and
- ------------------------ Chief Investment Officer
John F. Kelly* Director, Vice President and
- ------------------------ General Counsel
J. Barry May* Director
- ------------------------
James R. McAuliffe Director
- ------------------------
Robert P. Restrepo, Jr. Director
- ------------------------
Eric A. Simonsen* Director and Vice President
- ------------------------
Phillip E. Soule* Director
- -----------------------
*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated July 1, 1999 duly executed
by such persons.
/s/ Sheila B. St. Hilaire
- ---------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-63093)
FORM S-6 EXHIBIT TABLE
Exhibit 1(1) Vote of the Board
Exhibit 1(5)(a) Form of Policy
Exhibit 1(5)(b) Waiver of Payment Rider
Exhibit 1(5)(c) Option to Accelerate Death Benefit Rider
(Living Benefit Rider)
Exhibit 1(5)(d) Term Life Insurance Rider
Exhibit 1(5)(e) Other Insured Term Insurance Rider; and
Exhibit 1(5)(f) Guaranteed Death Benefit Rider
Exhibit 1(9)(b) Directors' Power of Attorney
Exhibit 3 Opinion of Counsel
Exhibit 6 Actuarial Consent
Exhibit 7 Procedures Memorandum
Exhibit 8 Consent of Independent Accountants
Exhibit 10 Form of Application