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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NEW ENGLAND VARIABLE ANNUITY FUND I
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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NEW ENGLAND VARIABLE ANNUITY FUND I
NOTICE OF SPECIAL MEETING OF CONTRACTHOLDERS
October 15, 1999
To the Contractholders:
Notice is hereby given that a Special Meeting of Contractholders of New
England Variable Annuity Fund I (the "Fund") will be held at the offices of
New England Life Insurance Company ("New England Financial"), 501 Boylston
Street, Boston, Massachusetts 02116, on October 15, 1999 at 2:00 p.m. (Boston
time) for the following purposes:
1. To fix the number of members of the Board of Managers at ten members.
2. To elect a Board of Managers.
3. To replace the fundamental investment objective of the Fund with an
otherwise identical, non-fundamental investment objective.
4. To approve or disapprove certain changes to the fundamental
investment restrictions of the Fund in order to adopt a set of
standardized investment restrictions.
5. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By order of the President,
Marie C. Swift, Secretary
September 10, 1999
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YOUR VOTE IS IMPORTANT
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PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED INSTRUCTION FORM PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
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NEW ENGLAND VARIABLE ANNUITY FUND I
501 Boylston Street
Boston, Massachusetts 02116
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of the Board of Managers of New
England Variable Annuity Fund I (the "Fund") for use at the Special Meeting of
Contractholders of the Fund called to be held at the offices of New England
Life Insurance Company ("New England Financial"), 501 Boylston Street, Boston,
Massachusetts 02116 on October 15, 1999 at 2:00 p.m. (Boston time) and at any
adjournment or adjournments thereof (the "Meeting"). This statement and its
enclosures are being mailed to Contractholders beginning on or about
September 10, 1999. A copy of the 1998 Annual Report to Contractholders and
the Fund's semiannual report for the six months ended June 30, 1999 may be
obtained without charge from New England Financial by writing to the above
address or by calling (800) 356-5015.
This Proxy Statement consists of four parts.
Part I contains information relating to Proposals 1 and 2, the election of
the members of the Board of Managers of the Fund (the "Managers").
Part II contains information relating to Proposal 3, the proposed
replacement of the fundamental investment objective of the Fund with an
otherwise identical, non-fundamental investment objective.
Part III contains information relating to Proposal 4, the proposed changes
to the fundamental investment restrictions of the Fund.
Part IV contains information about the Fund and other matters.
Each timely, properly executed proxy will be voted as you instruct. If no
choice is indicated, the proxy will be voted in favor of the proposals set
forth in the attached Notice of Meeting. At any time before it has been voted,
the enclosed proxy may be revoked by the signer by a written revocation
received by the Secretary of the Board of Managers of the Fund (c/o New
England Variable Annuity Fund I, 501 Boylston Street, Boston Massachusetts,
02116), by properly executing a later-dated proxy or by attending the Meeting,
requesting return of the proxy and voting in person.
Proxies will be solicited primarily by mailing this Proxy Statement and its
enclosures beginning on or about September 10, 1999, but supplementary
solicitations may also be made by personal interview, mail, telephone and
telegraph
2
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by officers or Managers of the Fund or by officers, employees or agents of New
England Financial, which supplies administrative services to the Fund, and its
subsidiaries. The entire cost of the solicitation will be borne by
Metropolitan Life Insurance Company ("MetLife"), of which the Fund is a
separate account.
VOTING
The Board of Managers of the Fund has fixed the close of business on
July 30, 1999 as the record date (the "Record Date") for determination of the
Contractholders entitled to receive notice of and to vote at the meeting and
of the number of votes to which such persons are entitled.
Each Contractholder at the close of business on the Record Date is entitled
to cast at the meeting the number of votes attributable to its contract on
such Record Date. The number of votes that the Contractholder is entitled to
cast is shown on the Proxy. The number of votes which a Contractholder may
cast on a contract in the accumulation period is equal to the number of
accumulation units standing to the credit of the contract. During the annuity
period a Contractholder may cast the number of votes equal to (i) the amount
of assets established in the Fund to meet the obligation for future payments
under variable options elected under the contract divided by (ii) the value of
an accumulation unit. (Fractional units are counted.) Based on the foregoing,
there are 2,144,097 votes eligible to be cast by Contractholders at the
meeting.
All notices and proxy materials will be provided to the Contractholders,
including such number thereof as are necessary to enable each Contractholder
to distribute copies thereof to any persons who have the right to instruct
such Contractholder with respect to votes attributable to such
Contractholder's contract. Neither the Fund, New England Financial nor MetLife
shall be under a duty to inquire as to (1) the receipt by a Contractholder of
instructions from persons, if any, who may have the right to instruct the
Contractholder with respect to votes attributable to the Contractholder's
contract, (2) the validity or effect of any voting instructions received by a
Contractholder or (3) the authority of the Contractholder to cast votes.
Except to the extent that the Fund, New England Financial or MetLife has
actual knowledge to the contrary, the votes cast by the Contractholders shall
be valid and effective as they affect the Fund, New England Financial, MetLife
and any others having voting rights with respect to the Fund.
I. FIX NUMBER OF MEMBERS AND ELECTION OF BOARD OF MANAGERS
The Rules and Regulations of the Fund provide that the number of members of
the Board shall be fixed by the Contractholders at any number not less than
three nor more than 15. The Board recommends that the size of the Board be
fixed at 10
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members and it is proposed that 10 persons be elected as members of the Board
of Managers of the Fund. Of the ten nominees, only Mr. Benjamin and Ms. Brown
are not currently Managers. The nominees, their ages at July 30, 1999 and
their principal occupations and directorships during the past five years are
listed below; similar prior positions within the same company (or with
corporate predecessors) are omitted.
<TABLE>
<CAPTION>
Name of Nominee Age Principal Occupations for Last Five Years
--------------- --- -----------------------------------------
<C> <C> <S>
John J. Arena 62 Manager of the Fund since 1996; retired; formerly,
Vice Chairman of the Board of Directors of Bay Banks,
Inc. and President of Bay Banks Investment Management
Edward A. Benjamin* 61 Retired; formerly, Partner, Ropes & Gray (law firm);
Director, Precision Optics Corporation (optics
manufacturer)
Mary Ann Brown* 47 President, New England Products and Services, New
England Financial; formerly, President and Chief
Executive Officer, Atlantic International Reinsurance
Company; formerly, Director, Swiss Reinsurance
Company; formerly, Principal, Tillinghast/Towers
Perrin (consulting)
John W. Flynn 60 Manager of the Fund since 1996; retired; formerly,
Vice Chairman, Chief Financial Officer, Fleet
Financial Group (banking)
Anne M. Goggin* 50 Manager of the Fund since 1995; Chairman of the Board
and President of the Fund; Senior Vice President and
Associate General Counsel, New England Financial;
Chairman of the Board and President, New England
Investment Management, Inc. ("NEIM"); formerly, Vice
President, General Counsel, Secretary and Clerk, New
England Securities Corporation
Nancy Hawthorne 48 Manager of the Fund since 1995; Chairman of the Board,
WorldClinic (a distance medicine company); Director,
Perini Corporation (construction); Director, Avid
Technologies (computer software company); Director,
CGU (property and casualty insurance company);
formerly, Chief Executive Officer and Managing
Partner, Hawthorne, Krauss and Associates (corporate
financial advisor); formerly, Chief Financial Officer
and Executive Vice President, Continental Cablevision,
subsequently renamed MediaOne (cable television
company)
</TABLE>
4
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<TABLE>
<CAPTION>
Name of Nominee Age Principal Occupations for Last Five Years
--------------- --- -----------------------------------------
<C> <C> <S>
Joseph M. Hinchey 74 Manager of the Fund since 1993; retired; formerly,
Senior Vice President-Finance, Analog Devices, Inc.
(manufacturer of electronic devices); Trustee, Union
College and Citizens Scholarship Foundation of
America, Inc.
Robert B. Kittredge 78 Manager of the Fund since 1989; retired; Trustee, CGM
Fund and CGM Capital Development Fund; formerly, Vice
President, General Counsel, and Director, Loomis,
Sayles & Company, Inc. (investment management)
John T. Ludes 63 Manager of the Fund since 1996; Vice Chairman,
formerly, President and Chief Operating Officer,
Fortune Brands (global conglomerate); formerly,
President and CEO, Acushnet Company (athletic
equipment)
Dale R. Marshall 62 Manager of the Fund since 1995; President, Wheaton
College
</TABLE>
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* Mr. Benjamin is an "interested person" of the Fund, as defined in the 1940
Act, because until December 1998 he was a partner of Ropes & Gray, a law
firm that acted as counsel to the Fund and certain of its affiliated
companies. He will continue to be classified as an "interested person" of
the Fund until December 31, 2000. If elected, Mr. Benjamin shall receive
the same remuneration from the Fund as is received by the Managers who are
not "interested persons" of the Fund. Mses. Goggin and Brown are
considered "interested persons" of the Fund due to their positions with
New England Financial, and in the case of Ms. Goggin, with the Fund.
Each current Manager, and each new nominee if elected, will serve as Manager
until the next meeting held for the purpose of electing Managers and until his
or her successor is elected and qualified, or until his or her earlier death,
resignation, removal or retirement. However, Messrs. Hinchey and Kittredge are
scheduled to retire from the Board of Managers on December 31, 1999. If any of
the nominees should be unavailable for election at the time of the Meeting
(which is not presently anticipated), the persons named as proxies may vote
for other persons in their discretion, or the Managers may vote to fix the
number of Managers at less than 10.
The Fund's Rules and Regulations do not provide for the annual election of
Managers. However, in accordance with the 1940 Act, (i) the Fund will hold a
Contractholders' meeting for the election of Managers at such times as less
than a majority of the Managers holding office have been elected by
Contractholders, and (ii) if, after filling a vacancy on the Board of
Managers, less than two-thirds of the Managers holding office would have been
elected by the Contractholders, that vacancy may only be filled by a vote of
the Contractholders. In addition, the Fund's Rules and Regulations provide
that a Manager (including persons elected by the
5
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Managers to fill vacancies in the Board of Managers) may be removed from
office (a) with or without cause by the vote of a majority of all votes
entitled to be cast at a meeting of Contractholders or (b) for cause by a
majority of the Managers then in office.
As of July 30, 1999, no nominee and no current Manager or officer is a
Contractholder, annuitant or other payee with respect to Contracts issued by
the Fund.
Committees of the Board
The Managers have delegated certain functions to two committees, the Audit
Committee and the Contract Review and Governance Committee, each of which
consists of certain Managers who are not "interested persons" of the Fund.
Currently, the members of the Audit Committee are Messrs. Flynn, Hinchey and
Ludes and Ms. Marshall, and the members of the Contract Review and Governance
Committee are Messrs. Arena, Hinchey and Kittredge and Mses. Hawthorne and
Marshall.
The Audit Committee's responsibilities include (i) review of financial and
accounting controls and procedures; (ii) recommendations as to the selection
of the independent accountants; (iii) review of the scope of the audit; (iv)
review of financial statements and audit reports; and (v) review of the
independence of the independent accountants and approval of fees and
assignments relating to both audit and non-audit activities of the independent
accountants. Mr. Flynn currently serves as chairman of the Audit Committee,
which met twice in 1998. The Audit Committee met once between January 1, 1999
and July 30, 1999.
The Contract Review and Governance Committee reviews and makes
recommendations to the board as to contracts requiring approval of a majority
of the Managers who are not interested persons of the Fund or the adviser,
Capital Growth Management, L.P. ("CGM"), and any other contracts which may be
referred to it by the board. This Committee also makes recommendations to the
board regarding nominees for election as Board of Managers of the Fund and the
compensation of the Managers who are not "interested persons" of the Fund. The
Committee will consider nominees recommended by Contractholders. Written
recommendations together with supporting information should be directed to the
Committee in care of the Fund. Mr. Arena currently serves as chairman of the
Contract Review and Governance Committee, which met twice in 1998. This
Committee met twice between January 1, 1999 and July 30, 1999.
During 1998, the Board of Managers of the Fund held five meetings. The Board
held four meetings between January 1, 1999 and July 30, 1999. Each of the
Managers attended all of his/her Board and Committee meetings in 1998 except
Mr. Ludes, who attended 86% of these meetings. Each of the Managers attended
all of his/her Board and Committee meetings between January 1, 1999 and
July 30, 1999 except Mr. Hinchey, who attended 71% of these meetings.
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Board Compensation
The Fund does not pay any remuneration to its officers or to its Managers
who are directors, officers or employees of the Fund's investment adviser.
Each Manager who is not an "interested person" of the Fund currently
receives (and Mr. Benjamin, if elected, will receive), in the aggregate for
serving on the boards of the Fund and New England Zenith Fund (the "Zenith
Fund"), a retainer fee at the annual rate of $20,000 and meeting attendance
fees of $2,500 for each board meeting he or she attends. Committee chairmen
also receive an additional retainer fee at the annual rate of $6,000 for the
Contract Review and Governance Committee chairman and $4,000 for the Audit
Committee chairman. These fees are allocated among the Fund and the Zenith
Fund based on a formula that takes into account, among other factors, the net
assets of each, or in such other manner as the board deems appropriate.
During the fiscal year ended December 31, 1998, the current Board of
Managers of the Fund received the amounts set forth below for serving as Board
of Managers of the Fund and also for serving on the governing board of the
Zenith Fund, which as of December 31, 1998, had fourteen funds.
Compensation Table
for the fiscal period ended December 31, 1998
<TABLE>
<CAPTION>
Total
Pension or Estimated Compensation from
Aggregate Retirement as Annual Benefits Fund and Fund
Name of Compensation Part of Upon Complex*
Person, Position from Fund Fund Expenses Retirement Paid to Manager
---------------- ------------ ------------- --------------- -----------------
<S> <C> <C> <C> <C>
John J. Arena $1,502 -- -- $41,000
John W. Flynn 1,220 -- -- 32,500
Anne M. Goggin 0 -- -- 0
Nancy Hawthorne 1,386 -- -- 35,000
Joseph M. Hinchey 1,464 -- -- 39,000
Robert B.
Kittredge 1,386 -- -- 72,000**
John T. Ludes 1,220 -- -- 32,500
Dale R. Marshall 1,220 -- -- 32,500
</TABLE>
- -----------
* The current Managers who are not "interested persons" of the Fund received
compensation for serving on the boards of the Fund and the Zenith Fund.
** Mr. Kittredge's compensation includes amounts paid to him as a trustee of
the CGM Fund, an affiliate of the Fund.
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Executive Officers of the Fund
The following table lists the executive officers of the Fund. Each such
person has been elected to the indicated office by the Fund's Managers, and
each such person's term is until his or her successor is elected and
qualified, or earlier resignation, retirement or removal. Each such person's
principal occupation is as an employee or officer of, and each such person
serves as an officer of the Fund at the request of one or more of CGM, New
England Securities, New England Financial or the parent companies of one or
more of the foregoing. Each officer's current principal occupation is listed;
similar prior positions within the same company (or with corporate
predecessors) are omitted.
<TABLE>
<CAPTION>
Name And Office With Office With Principal Occupation;
Fund (Age At July 30, The Fund Business Experience For At
1999) Held Since Least The Past Five Years
--------------------- -------------- --------------------------------------
<C> <C> <S>
Anne M. Goggin, June 17, 1999 Senior Vice President and Associate
Chairman of the Board, General Counsel, New England
Chief Executive Officer, Financial; Chairman of the Board and
President (50) President, NEIM; formerly, Vice
President, General Counsel, Secretary
and Clerk, New England Securities
Corporation
Marie C. Swift, April 23, 1993 Second Vice President and Counsel, New
Secretary (46) England Financial
</TABLE>
The address of each of the officers of the Fund is 501 Boylston Street,
Boston, Massachusetts 02116.
Manager Recommendation
The current Board of Managers of the Fund unanimously recommend that the
Contractholders vote FOR fixing the number of Managers at ten and FOR the
election of each of the nominees.
Fixing the number of Managers and electing the Board of Managers will each
be by a majority of the votes represented at the Meeting either in person or
by proxy, assuming that a quorum (30% of all votes which may be cast by
Contractholders) is present either in person or by proxy.
II. REPLACING THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE WITH A NON-
FUNDAMENTAL INVESTMENT OBJECTIVE
Currently, the Fund has an investment objective of "growth of capital
through investment primarily in equity securities of a diversified group of
companies and industries." This objective is fundamental, which means that it
may be changed only by Contractholder vote. The purpose of Proposal 3 is to
replace the fundamental investment objective of the Fund with an otherwise
identical, non-fundamental investment objective.
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If the investment objective of the Fund becomes non-fundamental, the
Managers would be able to change the investment objective for the Fund in the
future without first seeking Contractholder approval. That ability is
generally desirable for the Fund because the Managers may determine that it
would be in the best interests of the Contractholders to change investment
techniques in response to changing market conditions, but their ability to do
so is currently limited by the fundamental nature of the Funds' investment
objective. The Managers have no current intention of changing the investment
objective of the Fund, but, if Proposal 3 is adopted, the Managers could
thereafter change the Fund's investment objective at any time. If the Fund's
objective were changed, the change would be disclosed in a supplement to the
Fund's prospectus.
The Board of Managers of the Fund unanimously recommend that the
Contractholders vote to approve a change in the investment objective of the
Fund from a fundamental policy to an otherwise identical, non-fundamental
policy.
The required vote for approval of a change to the Fund's fundamental
investment objective is the lesser of (1) 67% of the voting interests of the
Fund represented at the Meeting, if more than 50% of the outstanding voting
interests of the Fund are represented at the Meeting or (2) more than 50% of
the outstanding voting interests of the Fund. The new, non-fundamental
investment objective would take effect upon amendment of the Fund's SEC
filings to reflect the change. If the Proposal is not approved by the Fund,
the Fund's current fundamental investment objective will remain unchanged.
III. ADOPTION OF STANDARDIZED INVESTMENT RESTRICTIONS
The 1940 Act requires a registered investment company like the Fund to have
"fundamental" investment restrictions governing certain of its investment
practices. Investment companies may also voluntarily designate restrictions
relating to other investment practices as fundamental. "Fundamental"
investment restrictions can be changed only by shareholder vote (or, in the
case of the Fund, by Contractholder vote). As described in the following
Proposal, the Managers recommend that Contractholders approve elimination of
and revisions to certain investment restrictions currently observed by the
Fund. The purpose of these proposed changes is to increase the Fund's
investment flexibility and reduce administrative and compliance burdens by
simplifying, modernizing and making uniform, with another fund managed by CGM
and for which New England Financial or an affiliate serves as administrator,
those investment restrictions that are still required under federal securities
laws. In addition to changes to the existing fundamental investment
restrictions of the Fund, the Managers plan to add new fundamental investment
restrictions and revise existing non-fundamental investment restrictions.
These activities do not require a Contractholder vote, and therefore are not
included among the Proposals in the enclosed Proxy.
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Background
The proposed elimination of and revisions to certain of the fundamental
investment restrictions of the Fund are discussed below. Please refer to
Appendix A at page A-1 for a complete description of the current and proposed
fundamental and non-fundamental investment restrictions for the Fund. By
revising the Fund's fundamental investment restrictions, the Managers believe
that the adviser of the Fund will be better able to manage the Fund's
portfolio in a changing regulatory or investment environment. In addition, the
process of monitoring the Fund's compliance with investment restrictions will
be simplified.
Proposals
4a. Eliminate fundamental investment restriction relating to investments in
a single issuer.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to investments in a single issuer will be eliminated. The Fund
will become subject to the following proposed non-fundamental investment
restrictions:
The Fund may not:
With respect to 75% of its total assets, invest in the securities of any
issuer if, immediately after such investment, more than 5% of the total
assets of the Fund would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations issued or
guaranteed as to interest or principal by the U.S. Government or its
agencies or instrumentalities, or to securities of any registered
investment company.
With respect to 75% of its total assets, acquire more than 10% of the
outstanding voting securities of any issuer (as of the time of
acquisition).
Discussion. The Fund is classified as "diversified" under the 1940 Act,
which means that the Fund must comply with, among other requirements, the
investment restrictions set forth above, which limit the percentage of the
Fund's assets invested in a single issuer. These investment restrictions need
not be fundamental. The Managers believe that the proposed changes to the
current investment restriction, including separation of the single restriction
into two separate restrictions, will enhance investment flexibility and could
assist the Fund in achieving its investment objective.
Should the Fund desire to become non-diversified in the future, the Fund
would need to obtain a Contractholder vote approving its reclassification from
diversified to non-diversified. Until the Fund obtains such a Contractholder
vote, it must continue to comply with the diversification requirements of the
1940 Act, which are in substance the same as the proposed non-fundamental
restrictions set forth above.
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4b. Revise the fundamental investment restriction relating to concentration
of investment in one industry.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to concentration of investment in one industry will be revised.
The proposed revised fundamental investment restriction is set forth below:
The Fund may not:
Purchase securities (other than (i) securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and (ii) securities
of a registered investment company) if, as a result of such purchase, more
than 25% of the total assets of the Fund (as of the time of investment)
would be invested in any one industry except to the extent permitted by
applicable law, regulation or order.
Discussion. The 1940 Act imposes restrictions on an investment company's
ability to concentrate its investments in any particular industry or group of
industries. This revised investment restriction is intended to simplify and
standardize the language of the Fund's policies concerning industry
concentration and to remove from the investment restriction unnecessary
explanatory language that may or may not accurately reflect future industry
groupings and SEC staff policy positions.
4c. Revise the fundamental restriction relating to borrowings.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to borrowing money will be revised. The proposed revised
fundamental investment restriction is set forth below:
The Fund may not:
Borrow money, except to the extent permitted by applicable law,
regulation or order.
Discussion. The Fund is currently allowed to borrow only in an amount not in
excess of 5% of the value of the Fund's total assets. The 1940 Act prohibits
mutual funds from borrowing more than 33 1/3% of their assets, including the
amount borrowed, and permits borrowing only from banks. Accordingly, the
revised policy on borrowing would provide the Fund with additional authority
to borrow and a more flexible investment restriction that will not need to be
revised if additional borrowings become permissible under the 1940 Act.
The Managers believe that amending this fundamental investment restriction
as set forth above would provide the Fund with the needed flexibility to
respond quickly to legal, regulatory and market developments regarding the
borrowing of money and could assist the Fund in achieving its investment
objective. The Fund
11
<PAGE>
may borrow money to fund Contractholder redemptions or exchange requests or
for the clearance of transactions when available cash is not sufficient for
these needs. Although the Fund has not experienced difficulties under the
current restrictions, the Managers believe that the proposed change would
enhance flexibility. The proposed change would also afford the Fund the same
capacity to satisfy net redemptions on a temporary basis without having to
resort to sales of portfolio securities at possibly disadvantageous prices.
This Proposal will also allow the Fund to borrow money to take advantage of
investment opportunities. This type of borrowing involves the additional risk
that interest expense may be greater than the income from or appreciation of
the securities financed and the value of such securities may decline below the
amount borrowed. If the Fund were to follow this practice, any investment
gains made on the securities in excess of the interest paid on the borrowing
would cause the net asset value of the Fund to rise faster than would
otherwise be the case. Conversely, if the investment performance of the
additional securities purchased failed to cover their cost (including any
accrued interest on the money borrowed) to the Fund, the net asset value would
decrease faster than would otherwise be the case. This effect is known as
"leverage." The Fund has no current intention to borrow money for leverage,
but the proposed revised restriction would permit borrowing for such purposes,
to the extent approved from time to time by the Managers.
4d. Revise the fundamental investment restriction relating to underwriting
of securities.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to the underwriting of securities issued by others will be
revised. The Fund will in turn become subject to the following revised
fundamental restriction:
The Fund may not:
Underwrite securities issued by other persons except to the extent that,
in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under certain federal securities laws.
Discussion. The federal securities laws limit and regulate an investment
company's ability to act as an underwriter of securities issued by others.
This investment restriction is intended to state clearly and simply that the
limits set forth in those laws will apply to the Fund.
12
<PAGE>
4e. Eliminate the fundamental investment restriction relating to the
purchase of restricted securities.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to the purchase of restricted securities will be eliminated. The
Fund will, in turn, become subject to the following proposed non-fundamental
restriction:
The Fund may not:
Invest more than 15% of the value of the net assets of the Fund in
illiquid securities (as of the time of investment), including variable
amount and master demand notes (if such notes provide for prepayment
penalties) and repurchase agreements with remaining maturities in excess
of seven days. (If, through a change in security values or net assets, or
due to other circumstances, the value of illiquid securities held by the
Fund exceeds 15% of the net assets of the Fund, the Fund shall consider
appropriate steps to protect liquidity.)
Discussion. The Managers believe that a fundamental restriction relating to
restricted securities is unnecessary in light of current regulatory
requirements and the proposed non-fundamental investment restriction of the
Fund, which would prohibit the Fund from investing more than 15% of its net
assets in illiquid securities, including restricted securities.
The Fund may benefit from the added flexibility of having the policy with
respect to illiquid investments, including restricted securities, contained in
a non-fundamental investment restriction. The Fund would then have greater
flexibility to respond quickly to legal, regulatory and market developments
regarding illiquid investments. If this investment restriction were no longer
required, the Managers could modify or eliminate the restriction to increase
the Fund's investment flexibility without the need for Contractholder
approval.
To the extent that the Fund invests in illiquid investments, it may
encounter difficulty in determining the fair value of such securities for
purposes of computing net asset value. In addition, the Fund could encounter
difficulty satisfying redemption requests within seven days if it could not
readily dispose of its illiquid investments.
4f. Revise the fundamental investment restriction relating to investments in
real estate.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to investments in real estate will be revised. The proposed
revised investment restriction of the Fund relating to real estate is set
forth below:
The Fund may not:
Purchase or sell real estate, except that, consistent with its
investment policies, the Fund may purchase securities of issuers which
deal in real estate,
13
<PAGE>
securities which are secured by interests in real estate, and securities
which represent interests in real estate, and it may acquire and dispose
of real estate or interests in real estate acquired through the exercise
of its rights as a holder of debt obligations secured by real estate or
interests therein.
Discussion. The revised investment restriction is intended to simplify and
standardize the language of the Fund's policy concerning real estate.
4g. Revise the fundamental investment restriction relating to investments in
commodities.
If this Proposal is approved, the fundamental investment restriction of the
Fund relating to investments in commodities will be revised. The proposed
revised investment restriction of the Fund relating to commodities is set
forth below:
The Fund may not:
Purchase or sell commodities or commodity contracts except that,
consistent with its investment policies, the Fund may purchase and sell
financial futures contracts and options and may enter into swap
agreements, foreign exchange contracts and other financial transactions
not requiring the delivery of physical commodities.
Discussion. The revised investment restriction is intended to simplify and
standardize the language of the Fund's policy concerning commodities.
4h. Revise the fundamental investment restriction relating to making loans.
If this Proposal is approved, the fundamental restriction of the Fund
relating to making loans will be revised to standardize the language of the
restriction and to allow the Fund to enter into securities loans. The proposed
revised fundamental restriction is set forth below:
The Fund may not:
Make loans, except by purchasing debt obligations in which the Fund may
invest consistent with its investment policies, by entering into
repurchase agreements, by lending its portfolio securities, or as
otherwise permitted by applicable law, regulation or order.
Discussion. If this Proposal is approved, the Fund will be able to lend its
portfolio securities to brokers, dealers and other financial institutions
under this standardized, simplified investment restriction. The Managers
believe that this investment flexibility may assist the Fund in achieving its
investment objective. Under the proposed revised restriction, the Fund could
engage in such lending at any time, to the extent authorized by the Managers.
14
<PAGE>
In lending its portfolio securities, the Fund receives income while
retaining the securities' potential for capital appreciation. Such loans are
at all times secured by cash or equivalent collateral. The advantage of such
loans is that the Fund continues to earn interest and dividends on the loaned
securities while at the same time earning a return on the invested collateral.
Such a loan involves some risk to the Fund if the other party should default
on its obligation. If the other party should become involved in bankruptcy
proceedings, it is possible that the Fund may encounter a delay in recovery or
even a loss of rights in the collateral. However, loans of the Fund's
securities will only be made to borrowers deemed by CGM to be creditworthy.
The proposed revised investment restriction would also permit the Fund to
purchase debt obligations and engage in transactions in repurchase agreements.
These functions are already permitted under the Fund's current investment
restrictions.
Manager Recommendation
The Board of Managers of the Fund unanimously recommends that the
Contractholders of the Fund vote to approve the proposed revisions to the
fundamental investment restrictions of the Fund.
The required vote for approval of the proposed elimination of and revisions
to the Fund's fundamental investment restrictions is the lesser of (1) 67% of
the voting interests of the Fund represented at the Meeting, if more than 50%
of the outstanding voting interests of the Fund are represented at the Meeting
or (2) more than 50% of the outstanding voting interests of the Fund. The new
investment restrictions would take effect upon amendment of the Fund's SEC
filings to reflect the changes. If the Proposal is not approved by the
Contractholders, the Managers will consider such alternate actions as may be
in the best interests of the Fund.
IV. OTHER MATTERS
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Fund as tellers of the Meeting. With respect to each
Proposal, abstentions from voting will have the effect of a negative vote in
that Proposal.
In the event that sufficient votes in favor of any Proposal are not received
by October 15, 1995, the persons named as proxies may vote on those matters as
to which sufficient votes have been received and may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of the voting
interest present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of such Proposal. They
will vote against any such adjournment those proxies required to be voted
against such Proposal and will not vote any proxies that direct them to
abstain from voting on such Proposal.
15
<PAGE>
Although the Meeting is called to transact any other business that may
properly come before it, the only business that the Board of Managers intends
to present or knows that others will present are Proposals 1 through 4
mentioned in the Notice of Special Meeting. However, you are being asked on
the enclosed proxy to authorize the persons named therein to vote in
accordance with their judgment with respect to any additional matters which
properly come before the Meeting, and on all matters incidental to the conduct
of the Meeting.
New England Securities Corporation, 399 Boylston Street, Boston,
Massachusetts 02116, is the Fund's principal underwriter.
Contractholder proposals will be included in the Fund's proxy material for
any future meetings of Contractholders of the Fund provided that they are
received by the Fund within a reasonable time before the Fund solicits proxies
relating to such future meetings, and provided that they are otherwise
appropriate for inclusion.
16
<PAGE>
APPENDIX A
PROPOSED INVESTMENT RESTRICTIONS FOR
NEW ENGLAND VARIABLE ANNUITY FUND I (THE "FUND")
FUNDAMENTAL RESTRICTIONS
The Fund will not:
1. Borrow money, except to the extent permitted by applicable law,
regulation or order;
2. Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it
may be deemed to be an underwriter under certain federal securities laws;
3. Purchase or sell real estate, except that, consistent with its
investment policies, the Fund may purchase securities of issuers which
deal in real estate, securities which are secured by interests in real
estate, and securities which represent interests in real estate, and it
may acquire and dispose of real estate or interests in real estate
acquired through the exercise of its rights as a holder of debt
obligations secured by real estate or interests therein;
4. Purchase or sell commodities or commodity contracts, except that,
consistent with its investment policies, the Fund may purchase and sell
financial futures contracts and options and may enter into swap
agreements, foreign exchange contracts and other financial transactions
not requiring the delivery of physical commodities;
5. Make loans, except by purchasing debt obligations in which the Fund
may invest consistent with its investment policies, by entering into
repurchase agreements, by lending its portfolio securities, or as
otherwise permitted by applicable law, regulation or order;
6. Purchase securities (other than (i) securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities and (ii)
securities of a registered investment company) if, as a result of such
purchase, more than 25% of the total assets of the Fund (as of the time of
investment) would be invested in any one industry except to the extent
permitted by applicable law, regulation or order; or
7. Issue any senior securities except to the extent permitted by
applicable law, regulation or order. (For purposes of this restriction,
collateral arrangements with respect to any type of swap, option, forward
contract or future contract and collateral arrangements with respect to
initial and variation margin are not deemed to involve the issuance of a
senior security).
A-1
<PAGE>
NON-FUNDAMENTAL RESTRICTIONS
The Fund will not:
1. Invest in securities of other investment companies except to the
extent permitted by applicable law, regulation or order;
2. Invest more than 15% of the value of the net assets of the Fund in
illiquid securities (as of the time of investment), including variable
amount master demand notes (if such notes provide for prepayment
penalties) and repurchase agreements with remaining maturities in excess
of seven days. (If, through a change in security values or net assets, or
due to other circumstances, the value of illiquid securities held by the
Fund exceeds 15% of the value of the net assets of the Fund, the Fund
shall consider appropriate steps to protect liquidity);
3. Sell securities short or purchase any securities on margin, except to
the extent permitted by applicable law, regulation or order;
4. With respect to 75% of its total assets, invest in the securities of
any issuer if, immediately after such investment, more than 5% of the
total assets of the Fund would be invested in the securities of such
issuer; provided that this limitation does not apply to obligations issued
or guaranteed as to interest or principal by the U.S. government or its
agencies or instrumentalities, or to securities of any registered
investment company; or
5. With respect to 75% of its total assets, acquire more than 10% of the
outstanding voting securities of any issuer (as of the time of
acquisition).
A-2
<PAGE>
CURRENT INVESTMENT RESTRICTIONS OF
NEW ENGLAND VARIABLE ANNUITY FUND I (THE "FUND")
FUNDAMENTAL RESTRICTIONS
The Fund will not:
1. Purchase any security (other than United States Government
obligations) if, as a result, more than 5% of the Fund's total assets
(taken at current value) would be invested in securities of any one issuer
or more than 10% of the outstanding voting securities of any one issuer
would be held by the Fund;
2. Concentrate its investments in particular industries, although it may
invest up to 25% of its total assets (taken at current value) in a single
industry;
3. Borrow money, except as a temporary measure for extraordinary or
emergency purposes, but not for investment purposes, and in an amount not
in excess of 5% of its total assets (taken at current value) at the time
of such borrowing;
4. Underwrite the securities of other issuers, except that it may
acquire portfolio securities under circumstances where, upon the
subsequent sale of such securities, the Fund might be deemed to be an
underwriter for purposes of the Securities Act of 1933;
5. Purchase or sell commodities or commodity contracts;
6. Purchase or sell interests in real estate except such as are
represented by marketable securities of companies, including real estate
trusts, whose assets consist substantially of mortgages and other liens on
real property and interests therein and which therefore may represent
indirect interests in real estate;
7. Make loans. Neither the purchase of a portion of an issue of
publicly-distributed bonds, debentures, corporate notes or other evidences
of indebtedness, nor the purchase of short-term debt securities issued by
a company whose equity securities are listed on the New York Stock
Exchange, nor the entering into of a repurchase agreement shall constitute
the making of a loan for purposes of this investment restriction; or
8. Purchase any security restricted as to disposition under Federal
securities laws, or otherwise not readily transferable.
A-3
<PAGE>
NON-FUNDAMENTAL RESTRICTIONS
The Fund will not:
1. Make investments for the purpose of exercising control or management;
2. Acquire securities or other investment companies except through
purchases in the open market involving only customary broker's commissions
and only if after any such acquisition not more than 5% of the total
assets of the Fund (taken at current value) would be so invested and not
more than 3% of the total outstanding voting stock of any one investment
company would be held;
3. Purchase securities on margin (except that it may obtain such short-
term credits as are necessary for the clearance of transactions);
4. Make short sales;
5. Participate on a joint or joint and several basis in any trading
account in securities; or
6. Write, purchase or sell puts, calls or combinations thereof or write
warrants.
A-4
<PAGE>
THE BOARD OF MANAGERS RECOMMENDS A VOTE FOR EACH OF THE
---
PROPOSALS BELOW. IF NO SPECIFICATION IS MADE FOR A PROPOSAL, THE
PROXY SHALL BE VOTED FOR THAT PROPOSAL.
---
[_] To vote FOR all Proposals, mark this box and sign, date and return this
proxy. (NO ADDITIONAL VOTE IS NECESSARY.)
- -------------------------------------------------------------------------------
If you wish to vote by telephone, please see the enclosed instruction
sheet.
- -------------------------------------------------------------------------------
CALL * * TOLL FREE * * ON A TOUCH-TONE TELEPHONE
1-888-457-2958 - ANYTIME
There is NO CHARGE to you for this call.
1. To fix the number of members of the Board of Managers at ten members.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. To elect a Board of Managers.
Managers: 01 John J. Arena, 02 Edward A. Benjamin, 03 Mary Ann Brown,
04 John W. Flynn, 05 Anne M. Goggin, 06 Nancy Hawthorne, 07 Joseph M.
Hinchey, 08 Robert B. Kittredge, 09 John T. Ludes and 10 Dale R. Marshall.
FOR ALL WITHHOLD
(except as noted) FOR ALL
[_] [_]
Instruction: To withhold authority to vote for any individual Manager, strike a
line through the Manager's name in the list above.
NOTE: Please sign exactly as your name appears on this Proxy. When signing in a
fiduciary capacity, such as executor, administrator, trustee, attorney,
guardian, etc. please so indicate. Corporate and partnership proxies should be
signed by an authorized person indicating the person's title.
Date , 1999
----------------------------------
- --------------------------------------------
- --------------------------------------------
Signature(s), Title(s), (if applicable)
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
=============================================
CONTROL NUMBER
FOR TELEPHONE VOTING
=============================================
- --------------------------------------------------------------------------------
PLEASE FOLD AT LINE TO RETURN
3. To replace the fundamental investment objective of the Fund with an
otherwise identical, non-fundamental investment objective.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Adoption of Standardized Investment Restrictions for the Fund.
FOR AGAINST ABSTAIN
[_] [_] [_]
4a. To eliminate the fundamental restriction relating to investments in a single
issuer.
FOR AGAINST ABSTAIN
[_] [_] [_]
4b. To revise the fundamental restriction relating to concentration of
investments in one industry.
FOR AGAINST ABSTAIN
[_] [_] [_]
4c. To revise the fundamental restriction relating to borrowings.
FOR AGAINST ABSTAIN
[_] [_] [_]
4d. To revise the fundamental restriction relating to underwriting of
securities.
FOR AGAINST ABSTAIN
[_] [_] [_]
4e. To eliminate the fundamental restriction relating to the purchase of
restricted securities.
FOR AGAINST ABSTAIN
[_] [_] [_]
4f. To revise the fundamental restriction relating to investments in real
estate.
FOR AGAINST ABSTAIN
[_] [_] [_]
4g. To revise the fundamental restriction relating to investments in
commodities.
FOR AGAINST ABSTAIN
[_] [_] [_]
4h. To revise the fundamental restriction relating to making loans.
FOR AGAINST ABSTAIN
[_] [_] [_]
<PAGE>
NEW ENGLAND VARIABLE ANNUITY FUND I
PROXY FOR THE SPECIAL MEETING OF CONTRACTHOLDERS
OCTOBER 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS OF THE FUND.
The undersigned hereby appoints Thomas M. Lenz, Marie C. Swift and Anne
M. Goggin, and each of them, with power of substitution, or if only one of them
is present and voting then that one, proxies of the undersigned, to cast the
number of votes to which the undersigned is entitled as Contractholder, at the
Special Meeting of Contractholders to be held at the offices of New England Life
Insurance Company, 501 Boylston Street, Boston, Massachusetts on October 15,
1999, at 2:00 P.M. and at any adjournment thereof.
The proxies are hereby authorized and instructed as set forth to vote upon
the matter specified. The proxies may vote in their discretion on any other
matter which may properly come before the meeting. If this form is signed and
returned with no choices indicated such shares shall be voted FOR such proposal.
YOUR VOTE IS IMPORTANT. PLEASE VOTE AS SOON AS POSSIBLE.
PLEASE SEE REVERSE SIDE.
PLEASE FOLD AT LINE TO RETURN
- --------------------------------------------------------------------------------
<PAGE>
EASY * * * QUICK * * * IMMEDIATE
TELEPHONE VOTING INSTRUCTIONS
Dear Policyholder:
Your vote is important. We have provided an automated telephone voting option
which you may access 24 hours a day by dialing on a TOUCH TONE TELEPHONE and
keying in your CONTROL NUMBER which is located on the Proxy/Instruction Form.
NOTE: The Board of Managers recommends a vote FOR each Proposal.
After dialing, you will hear the following instructions:
. Please enter your Control Number;
. Press 1 to vote FOR ALL PROPOSALS as recommended by the Board of Managers; or
. Press 9 if you wish to vote AGAINST all Proposals; or
. Press 0 if you wish to ABSTAIN from voting on all Proposals.
Once this is completed, you will be asked to confirm your vote. IF YOU VOTE BY
TELEPHONE, THERE IS NO NEED FOR YOU TO MAIL BACK YOUR PROXY/INSTRUCTION FORM.
HOWEVER, if you wish to withhold authority to vote for an individual nominee, to
abstain from voting on a proposal or to vote in favor of some proposals and
against others, you must do so by signing your Proxy/Instruction Form and
returning it in the envelope provided.
Thank you for voting.
<PAGE>
[NEW ENGLAND FINANCIAL LOGO APPEARS HERE]
NEW ENGLAND FINANCIAL
A MetLife Affiliate
September 10, 1999
To Owners of New England Variable Annuity Fund I Contracts:
A Special Meeting of Contractholders of New England Variable Annuity Fund I
(the "Fund") will be held on October 15, 1999. You are now being asked how
shares of the Fund deemed attributable to your Contract should be voted at the
Contractholders Meeting.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Contractholders Meeting. After reviewing this material, please
follow the Telephone Voting Instructions or complete and execute the
Proxy/Instruction Form and return it in the enclosed, postage-paid, self-
addressed envelope. Your vote is important. Please give voting instructions as
quickly as possible.
[LOGO APPEARS HERE]
[NEF "wave" logo]
501 BOYLSTON STREET
[NEF "wave" logo]
BOSTON, MASSACHUSETTS
[NEF "wave" logo]
T 617-578-2000
New England Life Insurance Company, Boston, MA
- --------------------------------------------------------------------------------
FUNDI-I
<PAGE>
[NEW ENGLAND FINANCIAL LOGO APPEARS HERE]
NEW ENGLAND FINANCIAL
A MetLife Affiliate
September 10, 1999
To Owners of New England Variable Annuity Fund I Contracts:
A Special Meeting of Contractholders of New England Variable Annuity Fund I
(the "Fund") will be held on Friday, October 15, 1999. You are now being asked
how shares of the Fund deemed attributable to your Contract should be voted at
the Contractholders Meeting. Under some plans, however, plan participants
(i.e. annuitants) may have the right to instruct Contractholders as to how all
or a portion of the votes attributable to a Contract are to be cast, and
Contractholders are required to cast such votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED PROXY/INSTRUCTION FORM.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Contractholders Meeting, as well as voting instruction forms
with the name of the annuitant who may be entitled to instruct the
Contractholder.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Proxy/Instruction Form to each person entitled to give voting instructions.
One Proxy/Instruction Form is enclosed for each Contract under which votes are
subject to instruction.
The Proxy/Instruction Form is to be used by each annuitant to convey
instructions to you as Contractholder. FORMS COMPLETED BY YOUR ANNUITANTS
SHOULD NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT,
YOU SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED.
RETURN ONLY THE SINGLE PROXY/INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU,
ALONG WITH THE APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not have
the right to instruct, cast all votes at your sole discretion by completing and
signing the Proxy/Instruction Form.
In order to cast votes under the Contracts you must return a PROXY/INSTRUCTION
FORM signed by you, the Contract Owner.
If you have any questions concerning these procedures, please call collect,
Lora Pappas, Assistant Vice President, New England Life Insurance Company at
(617) 578-2659.
[LOGO APPEARS HERE]
[NEF "wave" logo]
501 BOYLSTON STREET
[NEF "wave" logo]
BOSTON, MASSACHUSETTS
[NEF "wave" logo]
T 617-578-2000
New England Life Insurance Company, Boston, MA
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FUNDI-T
