<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1996.
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ____)
Filed by the registrant / X /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ X / Definitive additional material
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
--------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / Fee paid previously with preliminary materials.
<PAGE>
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154
-------------------------------------------------------------------
SUPPLEMENT TO
PROXY MATERIALS DATED DECEMBER 18, 1995
(THE "SUPPLEMENT")
-------------------------------------------------------------------
THE FOLLOWING SUPPLEMENTS THE ENCLOSED LETTER TO FELLOW SHAREHOLDERS, NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS IN LIEU OF AN ANNUAL MEETING AND PROXY
STATEMENT, EACH DATED DECEMBER 18, 1995 (COLLECTIVELY, THE "PROXY MATERIALS").
CAPITALIZED TERMS USED IN THE SUPPLEMENT HAVE THE SAME MEANINGS ATTRIBUTED TO
THEM IN THE PROXY MATERIALS UNLESS INDICATED TO THE CONTRARY IN THE SUPPLEMENT.
NEW MEETING DATE
A SPECIAL MEETING OF SHAREHOLDERS IN LIEU OF AN ANNUAL MEETING OF THE
SHAREHOLDERS OF CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC. (THE "COMPANY")
WILL BE HELD AT CONNECTICUT MUTUAL LIFE INSURANCE COMPANY, 878 MAIN STREET (10
STATE HOUSE SQUARE), HARTFORD, CONNECTICUT, ON WEDNESDAY, FEBRUARY 14, 1996 AT
2:00 P.M. EASTERN TIME.
THE OPPENHEIMER ENTITIES
Since the date of the Proxy Materials, Oppenheimer Management Corporation
has changed its name to OppenheimerFunds, Inc., Oppenheimer Shareholder
Services, a division of Oppenheimer Management Corporation, has changed its name
to OppenheimerFunds Services and Oppenheimer Funds Distributor, Inc. has changed
its name to OppenheimerFunds Distributor, Inc. All references included in the
Proxy Materials should be read as if to reference the entities by their new
names. As of December 31, 1995, Oppenheimer (including a subsidiary) had in
excess of $40 billion in assets under management.
ADDITIONAL FINANCIAL INFORMATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
ADVISORY FEES (NOT APPLICABLE TO THE MUNICIPAL ACCOUNTS)
(PROXY STATEMENT, PAGE 15)
During the Accounts' fiscal year ended December 31, 1995, each Account paid
advisory fees to G.R. Phelps as follows:
<TABLE>
<CAPTION>
ACCOUNT AMOUNT OF ADVISORY FEE
- ------------------------------------------ ------------------------------------------
<S> <C> <C>
Liquid Account............................ $ 349,609 (0.50% of the Account's
average daily net assets)
Income Account............................ $ 274,057 (0.625% of the Account's
average daily net assets)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
ACCOUNT AMOUNT OF ADVISORY FEE
- ------------------------------------------ ------------------------------------------
<S> <C> <C>
Government Securities Account............. $ 342,325 (0.625% of the Account's
average daily net assets)
Total Return Account...................... $ 1,251,666 (0.625% of the Account's
average daily net assets)
Growth Account............................ $ 613,378 (0.625% of the Account's
average daily net assets)
Capital Appreciation...................... $ 166,212 (0.85%* of the Account's
average daily net assets)
Balanced Account.......................... $ 214,011 (0.85%* of the Account's
average daily net assets)
Diversified Income Account................ $ 111,599 (0.75%* of the Account's
average daily net assets)
</TABLE>
- ------------------------
* Annualized.
SUBADVISORY FEES (APPLICABLE ONLY TO THE LIFESPAN ACCOUNTS)
(PROXY STATEMENT, PAGE 16)
During the LifeSpan Accounts' fiscal year ended December 31, 1995, G.R.
Phelps paid subadvisory fees to the subadvisers as follows:
<TABLE>
<CAPTION>
SUBADVISER AMOUNT OF SUBADVISORY FEE
- ------------------------------------ ------------------------------------------------
<S> <C> <C>
BEA Associates ("BEA") $ 34,923 (0.45%* of the combined average
daily net assets of the LifeSpan
Accounts subadvised by BEA)
Pilgrim, Baxter & Associates Ltd. $ 51,015 (0.60%* of the combined average
("Pilgrim") daily net assets of the LifeSpan
Accounts subadvised by Pilgrim)
Scudder, Stevens & Clark, Inc. $ 55,900 (0.75%* of the combined average
("Scudder") daily net assets of the LifeSpan
Accounts subadvised by Scudder)
</TABLE>
- ------------------------
* Annualized.
RULE 12B-1 FEES
(PROXY STATEMENT, PAGE 29)
During the fiscal year ended December 31, 1995, each Account other than the
Municipal Accounts paid the following amounts pursuant to the Current Plans:
<TABLE>
<CAPTION>
CLASS A CLASS B
ACCOUNT NAME 12B-1 FEES 12B-1 FEES
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Liquid Account.............................................. $ 0 N/A
Government Securities Account............................... 0 $ 75
Income Account.............................................. 0 112
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS B
ACCOUNT NAME 12B-1 FEES 12B-1 FEES
- ------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Total Return Account........................................ $ 348,698 $ 917
Growth Account.............................................. 176,158 742
Capital Appreciation Account................................ 48,745 563
Balanced Account............................................ 62,792 608
Diversified Income Account.................................. 37,134 264
</TABLE>
During the fiscal year ended September 30, 1995, no amounts were paid by the
Municipal Accounts pursuant to the Current Plans. Each Current Plan was reviewed
during the Account's most recent fiscal year by the Board of Directors on
September 26, 1995.
REMUNERATION OF DIRECTORS (PROXY STATEMENT, PAGE 36)
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED TOTAL
AGGREGATE BENEFITS ANNUAL COMPENSATION
COMPENSATION ACCRUED AS BENEFIT FROM COMPANY
FROM THE PART OF FUND UPON AND COMPANY
NAME OF PERSON COMPANY* EXPENSES RETIREMENT COMPLEX**
- ---------------------------- --------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard H. Ayers............ $ 6,750 None None $ 13,500
David E.A. Carson........... 7,250 None None 14,500
Richard W. Greene........... 8,250 None None 16,500
Beverly L. Hamilton......... 7,000 None None 14,000
Donald H. Pond, Jr.......... None None None None
David E. Sams, Jr........... None None None None
</TABLE>
- ------------------------------
* As of September 30, 1995 for all Municipal Accounts and as of December 31,
1995 for all Accounts except the Municipal Accounts.
** For the twelve months ended December 31, 1995, includes 22 series of two
investment companies.
During the fiscal year ended December 31, 1995, the Board of Directors held
seven meetings, the Board of Directors' audit committee held two meetings and
the Board of Directors' nominating committee met once. Each Director attended at
least 75% of the meetings of the Board of Directors and the meetings held by the
committee of the Board on which such Directors served during the last fiscal
year.
COMPARATIVE FEE TABLE (NOT APPLICABLE TO THE MUNICIPAL ACCOUNTS)
Set forth below is a comparative fee table showing the amount of fees and
expenses paid by the Accounts during the current fiscal year and the amount of
fees and expenses the Accounts would have paid if the Proposals in the Proxy
Statement had been approved by shareholders and had been in effect during the
current fiscal year.
3
<PAGE>
CURRENT
The following table sets forth the Shareholder Transaction Expenses and
estimated Annual Operating Expenses for each Account for the current fiscal
year.
<TABLE>
<CAPTION>
GOVERNMENT
INCOME SECURITIES TOTAL RETURN GROWTH
ACCOUNT ACCOUNT ACCOUNT ACCOUNT
----------------- --------------- --------------- ---------------
LIQUID CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
ACCOUNT A B A B A B A B
------- ------- ------- ------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price).............. None 4.00% None 4.00% None 5.00% None 5.00% None
Deferred Sales Load (as a
percentage of original
purchase price or redemption
proceeds, as applicable)..... None(1) None(2) 5.00% None(2) 5.00% None(2) 5.00% None(2) 5.00%
Exchange Fee (3).............. None None None None None None None None None
ANNUAL OPERATING EXPENSES OF
EACH ACCOUNT
(as a percentage of average
net assets)
Management Fees............... .50% .625% .625% .625% .625% .625% .625% .625% .625%
12b-1 Fees (net of expense
limits, if any).............. .00(4) .00(5) 1.00 .00(5) 1.00 .25 1.00 .25 1.00
Other Expenses (net of expense
limits, if any).............. .46 .00(6) .00(6) .355 .355 .295 .295 .345 .345
------- ------- ------- ------- ----- ------- ----- ------- -----
TOTAL ANNUAL OPERATING
EXPENSES OF EACH ACCOUNT..... .96% .625% 1.625% .98% 1.98% 1.17% 1.92% 1.22% 1.97%
------- ------- ------- ------- ----- ------- ----- ------- -----
------- ------- ------- ------- ----- ------- ----- ------- -----
<CAPTION>
CAPITAL DIVERSIFIED
APPRECIATION BALANCED INCOME
ACCOUNT ACCOUNT ACCOUNT
----------------- ----------------- -----------------
CLASS CLASS CLASS CLASS CLASS CLASS
A B A B A B
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price).............. 5.00% None 5.00% None 5.00% None
Deferred Sales Load (as a
percentage of original
purchase price or redemption
proceeds, as applicable)..... None(2) 5.00% None(2) 5.00% None(2) 5.00%
Exchange Fee (3).............. None None None None None None
ANNUAL OPERATING EXPENSES OF
EACH ACCOUNT
(as a percentage of average
net assets)
Management Fees............... .85% .85% .85% .85% .75% .75%
12b-1 Fees (net of expense
limits, if any).............. .25 1.00 .25 1.00 .25 1.00
Other Expenses (net of expense
limits, if any).............. .50 .50 .50 .50 .50 .50
------- ------- ------- ------- ------- -------
TOTAL ANNUAL OPERATING
EXPENSES OF EACH ACCOUNT..... 1.50% 2.25% 1.50% 2.25% 1.50% 2.25%
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>
- ----------------------------------------
(1) Shares of the Liquid Account acquired by exchange from Class A or Class B
shares of any other Account which are subject to a CDSC will be subject to a
CDSC if redeemed. The CDSC will be at a rate equal to the CDSC rate on the
original shares when exchanged.
(2) Purchases of $500,000 or more are not subject to an initial sales charge but
may be subject to a contingent deferred sales charge of 1% if the shares are
redeemed within 12 months after the calendar month of purchase.
(3) All exchanges in excess of 12 exchanges in a 12-month period are subject to
an exchange fee of .75% of the net asset value of the shares redeemed.
(4) During the fiscal year ended December 31, 1995, the Liquid Account's
distributor agreed not to impose any reimbursement to which it would
otherwise have been entitled pursuant to Liquid Account's Rule 12b-1
distribution plan. Absent such an agreement, the Liquid Account would have
incurred distribution expenses pursuant to its Rule 12b-1 Plan of .10% of
the average daily net assets of the Account and total annual operating
expenses would have been 1.06% of such assets. The Liquid Account may pay,
in 1996, a portion of the maximum amount payable annually under the Rule
12b-1 plan, which is .10% of the average daily net assets of the Account.
(5) CMFS has temporarily agreed not to impose any fees to which it would
otherwise be entitled under the Class A Rule 12b-1 plans for Income Account
and Government Securities Account for the current fiscal year. In the
absence of such agreements by CMFS, the Class A Rule 12b-1 fees of each such
Account would have been .25% of the average daily net assets of the Account
attributable to its Class A shares and the total annual operating expenses
of Class A shares of Income Account and Government Securities Account would
have been 1.19% and 1.23%, respectively.
(6) Until December 31, 1996, CMFS has temporarily agreed to limit the other
expenses (not including Rule 12b-1 fees and other class-specific expenses)
related to the Income Account. In the absence of such an agreement, the
estimated expenses related to Class A shares and Class B shares would be
.315% and .315%, respectively; and estimated total annual operating expenses
of the Account related to Class A shares and Class B shares for the current
fiscal year would be 1.19% and 1.94%, respectively.
4
<PAGE>
EXAMPLE: Assuming that an Account's annual return is 5% and that its
operating expenses are exactly as described above, if you closed your account
after the number of years indicated below, for every $1,000 invested, your
investment would bear the following amounts in total expenses:
<TABLE>
<CAPTION>
GOVERNMENT TOTAL CAPITAL DIVERSIFIED
INCOME SECURITIES RETURN GROWTH APPRECIATION BALANCED INCOME
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
-------- ---------- ------- ------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
After 1 year...... $ 46 $ 50 $ 61 $ 62 $65 $65 $65
After 3 years..... 71 74 85 87 96 96 95
After 5 years..... 98 100 111 114 N/A N/A N/A
After 10 years.... 174 174 185 190 N/A N/A N/A
CLASS B SHARES
ASSUMING COMPLETE REDEMPTION AT END OF
PERIOD
After 1 year...... $ 67 $ 70 $ 70 $ 70 $73 $73 $73
After 3 years..... 98 102 100 102 110 110 110
After 5 years..... 122 127 124 126 N/A N/A N/A
After 10 years.... 204 211 205 210 N/A N/A N/A
ASSUMING NO
REDEMPTION
After 1 year...... $ 17 $ 20 $ 20 $ 20 $23 $23 $23
After 3 years..... 58 62 60 62 70 70 70
After 5 years..... 102 107 104 106 N/A N/A N/A
After 10 years.... 204 211 205 210 N/A N/A N/A
WITH RESPECT TO THE LIQUID ACCOUNT:
<CAPTION>
LIQUID
ACCOUNT
--------
<S> <C> <C> <C> <C> <C> <C> <C>
After 1 year...... $ 10
After 3 years..... 31
After 5 years..... 53
After 10 years.... 118
</TABLE>
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
5
<PAGE>
PRO FORMA
The following table sets forth the Shareholder Transaction Expenses and
estimated Annual Operating Expenses for each Account for the current fiscal year
as if the Proposals in this Proxy Statement had been approved by shareholders
and had been in effect upon consummation of the Merger.
<TABLE>
<CAPTION>
GOVERNMENT
SECURITIES TOTAL RETURN
INCOME ACCOUNT ACCOUNT ACCOUNT GROWTH ACCOUNT
--------------- --------------- --------------- ---------------
LIQUID CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
ACCOUNT A B A B A B A B
------- ------- ----- ------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price).............. None 4.75% None 4.75% None 5.75% None 5.75% None
Deferred Sales Load (as a
percentage of original
purchase price or redemption
proceeds, as applicable)..... None(1) None(2) 5.00% None(2) 5.00% None(2) 5.00% None(2) 5.00%
Exchange Fee.................. None None None None None None None None None
ANNUAL OPERATING EXPENSES OF
EACH ACCOUNT
(as a percentage of average
net assets)
Management Fees............... .50% .625% .625% .625% .625% .625% .625% .625% .625%
12b-1 Fees.................... .10 .25 1.00 .25 1.00 .25 1.00 .25 1.00
Other Expenses................ .46 .315 .315 .355 .355 .295 .295 .345 .345
------- ------- ----- ------- ----- ------- ----- ------- -----
TOTAL ANNUAL OPERATING
EXPENSES OF EACH ACCOUNT..... 1.06% 1.19% 1.94% 1.23% 1.98% 1.17% 1.92% 1.22% 1.97%
------- ------- ----- ------- ----- ------- ----- ------- -----
------- ------- ----- ------- ----- ------- ----- ------- -----
<CAPTION>
CAPITAL
APPRECIATION BALANCED DIVERSIFIED
ACCOUNT ACCOUNT INCOME ACCOUNT
--------------- --------------- ---------------
CLASS CLASS CLASS CLASS CLASS CLASS
A B A B A B
------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price).............. 5.75% None 5.75% None 5.75% None
Deferred Sales Load (as a
percentage of original
purchase price or redemption
proceeds, as applicable)..... None(2) 5.00% None(2) 5.00% None(2) 5.00%
Exchange Fee.................. None None None None None None
ANNUAL OPERATING EXPENSES OF
EACH ACCOUNT
(as a percentage of average
net assets)
Management Fees............... .85% .85% .85% .85% .75% .75%
12b-1 Fees.................... .25 1.00 .25 1.00 .25 1.00
Other Expenses................ .45 .45 .45 .45 .50 .50
------- ----- ------- ----- ------- -----
TOTAL ANNUAL OPERATING
EXPENSES OF EACH ACCOUNT..... 1.55% 2.30% 1.55% 2.30% 1.50% 2.25%
------- ----- ------- ----- ------- -----
------- ----- ------- ----- ------- -----
</TABLE>
- ----------------------------------
(1) Shares of the Liquid Account acquired by exchange from Class A or Class B
shares of any other Account which are subject to a CDSC will be subject to a
CDSC if redeemed. The CDSC will be at a rate equal to the CDSC rate on the
original shares when exchanged.
(2) Upon consummation of the Merger, purchases of $1,000,000 or more will not be
subject to an initial sales charge but may be subject to a contingent
deferred sales charge of 1% if the shares are redeemed within 18 months
after the calendar month of purchase. There will be no change in the sales
charges imposed on shareholders of the Account who purchased shares prior to
the Merger.
6
<PAGE>
EXAMPLE: Assuming that an Account's (other than the Liquid Account's)
annual return is 5% and that its operating expenses are exactly as described
above under pro forma expenses, if you closed your account after the number of
years indicated below, for every $1,000 invested, your investment would bear the
following amounts in total expenses:
<TABLE>
<CAPTION>
GOVERNMENT TOTAL CAPITAL DIVERSIFIED
INCOME SECURITIES RETURN GROWTH APPRECIATION BALANCED INCOME
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
-------- ---------- ------- ------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
After 1 year.................................. $ 59 $ 59 $ 69 $ 69 $72 $72 $72
After 3 years................................. 83 85 93 94 104 104 103
After 5 years................................. 110 112 118 121 N/A N/A N/A
After 10 years................................ 185 189 191 197 N/A N/A N/A
CLASS B SHARES
ASSUMING COMPLETE REDEMPTION AT END OF PERIOD
After 1 year.................................. $ 70 $ 70 $ 70 $ 70 $73 $73 $73
After 3 years................................. 101 102 100 102 112 112 110
After 5 years................................. 125 127 124 126 N/A N/A N/A
After 10 years................................ 207 211 205 210 N/A N/A N/A
ASSUMING NO REDEMPTION
After 1 year.................................. $ 20 $ 20 $ 20 $ 20 $23 $23 $23
After 3 years................................. 61 62 60 62 72 72 70
After 5 years................................. 105 107 104 106 N/A N/A N/A
After 10 years................................ 207 211 205 210 N/A N/A N/A
WITH RESPECT TO THE LIQUID ACCOUNT:
</TABLE>
<TABLE>
<CAPTION>
LIQUID
ACCOUNT
--------
<S> <C> <C> <C> <C>
After 1 year................................ 11
After 3 years............................... 34
After 5 years............................... 58
After 10 years.............................. 129
</TABLE>
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
7
<PAGE>
OTHER UPDATING INFORMATION
THE INFORMATION SET FORTH UNDER THE CAPTION "EFFECT OF THE ELIMINATION OF
THE CONTRACTUAL AND CERTAIN VOLUNTARY EXPENSE LIMITATIONS" ON PAGES 11-13 OF THE
PROXY STATEMENT IS SUPPLEMENTED AS FOLLOWS FOR THE FISCAL YEAR ENDED DECEMBER
31, 1995 (NOT APPLICABLE TO THE MUNICIPAL ACCOUNTS):
Independent of the Existing Advisory Agreement, G.R. Phelps and CMFS, the
principal underwriter for each Account, have voluntarily agreed for the current
fiscal year to limit the 12b-1 fees applicable to Class A shares of the
Government Securities Account and Class A shares of the Income Account to 0.00%
and to limit other expenses (not including management fees and Rule 12b-1 fees
or other class-related expenses) related to the Income Account's Class A and
Class B shares to 0.00% of the Account's average net assets. G.R. Phelps is
required by the Existing Advisory Agreement to limit or reimburse the Liquid
Account's expenses for the current fiscal year to 1.00% of the Account's average
net assets.
PAGES 34-37 OF THE PROXY STATEMENT ARE SUPPLEMENTED AS FOLLOWS:
Russell S. Reynolds, Jr. and Clayton K. Yeutter, nominees for election as
Directors of the Company, are 64 and 65 years of age, respectively.
After the close of the Transition Period, it is anticipated that Oppenheimer
will propose to the Directors that Bridget A. Macaskill be elected President of
the Company. Information about Ms. Macaskill is provided in the table of
nominees on page 33 of the Proxy Statement.
The cost of the proxy solicitation related to this Supplement and the Proxy
Materials, including out-of-pocket expenses, is expected to be approximately
$149,370 and will be borne by G.R. Phelps.
------------------------
If you have any questions, please call your Customer Service Representative
at 1-800-461-3743, Monday through Friday between 8:00 a.m. and 5:00 p.m. Eastern
Time.
Hartford, Connecticut
January 19, 1996
8
<PAGE>
VOTE THIS VOTING INSTRUCTION CARD TODAY!
[ACCOUNT NAME] THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF
DIRECTORS
PROXY PROXY
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154
SPECIAL MEETING OF SHAREHOLDERS --
FEBRUARY 14, 1996
The undersigned hereby appoints David E. Sams, Jr., Donald H.
Pond, Jr., Ann F. Lomeli and Michael A. Chong, and each of them,
the proxies of the undersigned with full power of substitution to
each of them, to vote all shares of the above-referenced account
(the "Account") which the undersigned is entitled to vote at a
Special Meeting of Shareholders of Connecticut Mutual Investment
Accounts, Inc. (the "Company") to be held at the offices of
Connecticut Mutual Life Insurance Company located at 878 Main
Street (10 State House Square), Hartford, Connecticut, on Wednesday,
February 14, 1996 at 2:00 p.m. Eastern Time and any adjournments
thereof.
By signing and dating this proxy form, you authorize the
above proxies to vote your shares of the Account only with respect
to the following proposals set forth on the reverse side of this
card (which are numbered to correspond to the numbering of
proposals contained in the Proxy Statement):
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
Date:____________________________________
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR
HEREON. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
______________________________
______________________________
Signature(s) of Shareholder(s)
<PAGE>
VOTE THIS VOTING INSTRUCTION CARD TODAY!
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
INSTRUCTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
INSTRUCTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1,
2(a), 2(b), 2(c), 3 and 5 and FOR THE NOMINEES IN PROPOSAL 4.
Please vote by filling in the appropriate box below, as shown,
using blue or black ink or dark pencil. Do not use red ink.
1. FOR EACH ACCOUNT (OTHER THAN THE MUNICIPAL ACCOUNTS) VOTING
SEPARATELY AND, WHERE REQUIRED, FOR EACH ACCOUNT'S CLASS A
AND CLASS B SHAREHOLDERS VOTING SEPARATELY. To approve the
terms of new investment advisory agreements between the
Company, on behalf of each Account, and OppenheimerFunds,
Inc. ("Oppenheimer"), the proposed investment adviser to the
Account.
FOR / / AGAINST / / ABSTAIN / /
2(a). FOR LIFESPAN CAPITAL APPRECIATION ACCOUNT AND LIFESPAN
BALANCED ACCOUNT VOTING SEPARATELY. To approve the terms
of new investment subadvisory agreements between
Oppenheimer and Pilgrim, Baxter & Associates, Ltd. with
respect to each of the LifeSpan Capital Appreciation
Account and LifeSpan Balanced Account.
FOR / / AGAINST / / ABSTAIN / /
2(b). FOR LIFESPAN CAPITAL APPRECIATION ACCOUNT, LIFESPAN
BALANCED ACCOUNT AND LIFESPAN DIVERSIFIED INCOME ACCOUNT
VOTING SEPARATELY. To approve the terms of new investment
subadvisory agreements between Oppenheimer and BEA
Associates with respect to each of the LifeSpan Capital
Appreciation Account, LifeSpan Balanced Account and
LifeSpan Diversified Income Account.
FOR / / AGAINST / / ABSTAIN / /
-2-
<PAGE>
2(c). FOR LIFESPAN CAPITAL APPRECIATION ACCOUNT AND LIFESPAN
BALANCED ACCOUNT VOTING SEPARATELY. To approve the terms
of new investment subadvisory agreements between
Oppenheimer and Babson-Stewart Ivory International with
respect to each of the LifeSpan Capital Appreciation
Account and LifeSpan Balanced Account.
FOR / / AGAINST / / ABSTAIN / /
3. FOR EACH ACCOUNT (OTHER THAN LIQUID ACCOUNT) VOTING
SEPARATELY AND, WHERE AN ACCOUNT HAS MORE THAN ONCE CLASS
OF SHARES, FOR EACH CLASS OF THE ACCOUNT VOTING SEPARATELY.
To approve the new distribution plans pursuant to Rule 12b-
1 under the Investment Company Act of 1940 for each
Account, and, where an Account has more than one Class of
shares, for each Class of shares of the Account, to make
the plans consistent with those of other funds advised by
Oppenheimer.
FOR / / AGAINST / / ABSTAIN / /
4. FOR ALL ACCOUNTS VOTING TOGETHER. To elect twelve (12)
Directors to the Company's Board of Directors to serve
until their successors have been duly elected and
qualified. The nominees are Leon Levy, Robert G. Galli,
Benjamin Lipstein, Bridget A. Macaskill, Elizabeth B.
Moynihan, Kenneth A. Randall, Edward B. Regan, Russell S.
Reynolds, Jr., Sidney M. Robbins, Donald W. Spiro, Pauline
Trigere and Clayton K. Yeutter.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME ABOVE.)
FOR all nominees VOTE WITHHELD for FOR all nominees
named at left. all the nominees named at left,
named at left. except as indicated.
/ / / / / /
5. FOR ALL ACCOUNTS VOTING TOGETHER. To ratify the selection
of Arthur Andersen LLP as the Company's independent public
accountants.
FOR / / AGAINST / / ABSTAIN / /
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<PAGE>
In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
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