Fulcrum Separate Account of First Allmerica Fin Life Ins Co – ‘N-4 EL’ on 11/27/96 – EX-1

As of:  Wednesday, 11/27/96   ·   Accession #:  912057-96-27781   ·   File #s:  333-16929, 811-07947

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Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4 EL      Registration Statement for a Separate Account         97    572K 
                          (Unit Investment Trust)                                
 2: EX-1        Underwriting Agreement                                 2     18K 
 3: EX-3.A      Articles of Incorporation/Organization or By-Laws     27    134K 
 4: EX-3.B      Articles of Incorporation/Organization or By-Laws      8     27K 
 5: EX-4        Instrument Defining the Rights of Security Holders    21     88K 
 6: EX-5        Opinion re: Legality                                   5±    20K 
 7: EX-6        Opinion re: Discount on Capital Shares                23     67K 
 8: EX-9        Voting Trust Agreement                                 1      9K 
 9: EX-10       Material Contract                                      1      7K 
10: EX-15       Letter re: Unaudited Interim Financial Information    20     97K 

EX-1   —   Underwriting Agreement

EX-1
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First Allmerica Financial Life Insurance Company

I, Abigail M. Armstrong, Secretary and Counsel of First Allmerica Financial Life
Insurance Company ("Company"), do hereby certify and attest that the following  
is a true copy of a vote of the Board of Directors of the Company on June 13,   
1996, that said vote has not been amended or repealed and is in full force and  
effect as of the date hereof.                                                   

Whereas, the Company may from time-to-time desire to issue variable annuity     
contracts, variable life contracts, or other contracts ("Contracts"), which may 
provide, among other things, that benefits or contractual payments shall vary,  
in whole or in part, so as to reflect the investment results of a separate      
account or accounts, or that benefits funded by a separate account shall be     
payable in fixed amounts and the Contract values shall be guaranteed by the     
Company as to principal amount, or that the performance of the separate account 
shall be guaranteed as to principal and a stated rate of interest;              

Now, therefore, it is voted:                                                    

That pursuant to the provisions of Section 132F and Section 132G of Chapter 175 
of the Massachusetts General Laws, the appropriate officers of the Company are  
hereby authorized to establish from time-to-time and to maintain one or more    
separate accounts (collectively, "Separate Accounts") independent and apart from
the Company's general investment account for the purpose of providing for the   
issuance by the Company of such Contracts as may be determined from time-to-    
time;                                                                           

That separate investment divisions ("Sub-Accounts") may be established within   
each Separate Account to which net payments may be allocated in accordance with 
the terms of the relevant Contracts, and that the appropriate officers of the   
Company be and hereby are authorized to increase or decrease the number of Sub- 
Accounts in a Separate Account, as may be deemed necessary or appropriate from  
time-to-time;                                                                   

That in accordance with the terms of the relevant Contracts, the portion of the 
assets of each such Separate Account equal to the separate account reserves and 
other contract liabilities shall not be chargeable with liabilities arising out 
of any other business the Company may conduct;                                  

That the income and gains and losses, whether or not realized, from assets      
allocated to a Separate Account shall be credited to or charged against such    
Separate Account without regard to other income, gains or losses of the Company 
or any other Separate Account, and that the income and gains and losses, whether
or not realized, from assets allocated to each Sub-Account of a Separate Account
shall be credited to or charged against such Sub-Account without regard to other
income, gains or losses of the Company, any other Sub-Account or any other      
Separate Account;                                                               

That the appropriate officers of the Company are authorized to determine        
investment objectives and appropriate underwriting criteria, investment         
management policies and other requirements necessary or desirable for the       
operation and management of each of the Company's Separate Accounts and Sub-    
Accounts thereof; provided, however, that if a Separate Account is registered   
with the Securities and Exchange Commission as a unit investment trust, each    
such Sub-Account thereof shall invest only in the shares of a single investment 
company or a single series or portfolio of an investment company organized as a 
series fund pursuant to the Investment Company Act of 1940;                     

That the appropriate officers of the Company be and they hereby are authorized  
to deposit such amounts in a Separate Account and the Sub-Accounts thereof as   
may be necessary or appropriate to facilitate the commencement of operations;   

That the appropriate officers of the Company be and they hereby are authorized  
to transfer funds from time-to-time between the Company's general account and   
the Separate Accounts as deemed necessary or                                    

EX-1
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appropriate and consistent with the terms of the relevant Contracts;            

That the appropriate officers of the Company be and they hereby are authorized  
to change the name or designation of a Separate Account and Sub-Accounts thereof
to such other names or designations as they may deem necessary or appropriate;  

That the appropriate officers of the Company, with such assistance from the     
Company's auditors, legal counsel and independent consultants, or others as they
may require, are hereby severally authorized to take all appropriate action, if 
in their discretion deemed necessary, to: (a) register the Separate Accounts    
under the Investment Company Act of 1940, as amended; (b) register the relevant 
Contracts in such amounts, which may be an indefinite amount, as the appropriate
officers of the Company shall from time-to-time deem appropriate under the      
Securities Act of 1933; (c) to claim exemptions from registration of a Separate 
Accounts and/or the relevant Contracts, if appropriate; and (d) take all other  
actions which are necessary in connection with the offering of the Contracts for
sale and the operation of the Separate Accounts in order to comply with the     
Investment Company Act of 1940, the Securities Exchange Act of 1934, the        
Securities Act of 1933, and other applicable federal laws, including the filing 
of any amendments to registration statements, any undertakings, any applications
for exemptions from the Investment Company Act of 1940 or other applicable      
federal laws, and the filing of any documents necessary to claim or to maintain 
such exemptions, as the appropriate officers of the Company shall deem necessary
or appropriate;                                                                 

That the Secretary and Counsel is hereby appointed as agent for service under   
any such registration statement and is duly authorized to receive communications
and notices from the Securities and Exchange Commission with respect thereto and
to exercise the powers given to such agent in the rules and regulations of the  
Securities and Exchange Commission under the Securities Act of 1933, the        
Securities Exchange Act of 1934, or the Investment Company Act of 1940;         

That the appropriate officers of the Company are hereby authorized to establish 
procedures under which the Company will institute procedures for providing      
voting rights for owners of such Contracts with respect to securities owned by  
the Separate Accounts;                                                          

That the appropriate officers of the Company are hereby authorized to execute   
such agreement or agreements as deemed necessary and appropriate (i) with       
Allmerica Investments, Inc., or other qualified entity under which Allmerica    
Investments, Inc., or other such entity, will be appointed principal underwriter
and distributor for the Contracts, (ii) with one or more qualified banks or     
other qualified entities to provide administrative and/or custodial services in 
connection with the establishment and maintenance of the Separate Accounts and  
the design, issuance and administration of the Contracts;                       

That, since it is anticipated that the Separate Accounts will invest in         
securities, the appropriate officers of the Company are hereby authorized to    
execute such agreement or agreements as may be necessary or appropriate to      
enable such investments to be made;                                             

That the appropriate officers of the Company, and each of them, are hereby      
authorized to execute and deliver all such documents and papers and to do or    
cause to be done all such acts and things as they may deem necessary or         
desirable to carry out the foregoing votes and the intent and purposes thereof. 

 * * *

Attested to this 13th day of June, 1996.                                        

                                  /s/ Abigail M. Armstrong
                                        ------------------------------
                              Abigail M. Armstrong

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-4 EL’ Filing		Date		First		Last			Other Filings
Filed on:		11/27/96							N-8A
		6/13/96		1
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