PROSPECTUS
April 23, 1996
MBL
VARIABLE CONTRACT ACCOUNT - 7
MBL Life Assurance Corporation
520 Broad Street, Newark, New Jersey 07102-3111
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MBL VARIABLE CONTRACT ACCOUNT - 7
MBL Life Assurance Corporation
520 Broad Street, Newark, New Jersey 07102-3111
April 23, 1996
The group tax-deferred variable annuity contracts (the
"Contracts") described in this Prospectus were issued by The Mutual
Benefit Life Insurance Company ("Mutual Benefit Life") and
assumptively reinsured by MBL Life Assurance Corporation ("MBL
Life") for use with retirement plans and arrangements meeting
applicable requirements of Section 401, 403(b), 408 or 457 of the
Internal Revenue Code of 1986, as amended ("Qualified Plans").
Contracts were issued to employers establishing Qualified Plans or
to trustees or custodians serving in conjunction with those
Qualified Plans ("Contract Holders").
Sales of new Contracts ceased July 16, 1991. MBL Life does
not currently intend to resume sales of new Contracts. As of the
effective date of this Prospectus, however, additional purchase
payments are being accepted from existing and new Participants
under the Contract.
The Contracts offer flexible purchase payment arrangements.
Net purchase payments made on behalf of a participant of a
Qualified Plan ("Participant") are allocated to an account
established on behalf of the Participant ("Variable Accumulation
Account") and placed in MBL Variable Contract Account-7, previously
known as Mutual Benefit Variable Contract Account-7 (the
"Account"). At retirement, the value of a Participant's Variable
Accumulation Account may be applied to provide a fixed or variable
annuity. The investment objective of the Account is to provide as
high a level of current income as is consistent with preservation
of capital and liquidity through investments in a diversified
portfolio of high quality short-term money market instruments.
There are no sales or redemption charges under the Contracts.
Existing Contracts, issued by Mutual Benefit Life, were
assumed and reinsured as of May 1, 1994 by MBL Life in accordance
with the Plan of Rehabilitation of Mutual Benefit Life as approved
by the Superior Court of New Jersey. Substantially all of the
assets and certain liabilities, including all insurance
liabilities, of Mutual Benefit Life were transferred to MBL Life as
of May 1, 1994 (the "Transfer"). In addition, the assets and
liabilities of the Account were transferred to a new separate
account of MBL Life. MBL Life agreed to assume all the assets and
liabilities of the Account. (See "The Variable Contract Account -
Legal Developments".)
This Prospectus sets forth concisely the information about the
Account that Contract Holders and Participants should know before
investing. Additional information about the Account has been filed
with the Securities and Exchange Commission, including a Statement
of Additional Information, which is incorporated herein by
reference. The Statement of Additional Information is available
upon request and without charge from MBL Life by writing to:
Pension and Investment Products, MBL Life Assurance Corporation,
520 Broad Street, Newark, New Jersey 07102-3111, Attn: MBL VARIABLE
CONTRACT ACCOUNT-7, or telephone: 1-800-435-3191. Contract Holder
or Participant inquiries may be made to the same address or
telephone number. The table of contents for the Statement of
Additional Information appears on page 23.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. AN INVESTMENT IN THIS ACCOUNT IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT.
AN INVESTMENT IN THE ACCOUNT IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
The date of the Statement of Additional Information
is April 23, 1996.
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TABLE OF CONTENTS
Page
SUMMARY OF PROSPECTUS
Fee Table . . . . . . . . . . . 3
The Contracts . . . . . . . . . 4
The Account . . . . . . . . . . 4
Investment Adviser and
Principal Underwriter . . . . 4
Expense Charges . . . . . . . . 4
Waiver of Charges . . . . . . . 4
Minimum Investment . . . . . . . 5
Investment Objective of
the Account . . . . . . . . . 5
Redemption . . . . . . . . . . . 5
Certain Investment
Risks . . . . . . . . . . . . 5
FINANCIAL STATEMENTS . . . . . . 5
PERFORMANCE RELATED
INFORMATION . . . . . . . . . 5
GROUP TAX-DEFERRED VARIABLE
ANNUITY CONTRACTS
Eligible Contract
Holders . . . . . . . . . . . 6
Basic Provisions . . . . . . . . 6
Assumption of Expense
Risk . . . . . . . . . . . . . 7
Redemption and Payment
at Death . . . . . . . . . . 7
Companion Contract and
VCA-2 Contract . . . . . . . . 7
THE VARIABLE CONTRACT
ACCOUNT
Organization . . . . . . . . . 8
Legal Developments . . . . . . 8
Assets . . . . . . . . . . . . 9
Investment Objective and
Policies . . . . . . . . . . 9
Portfolio Turnover-Value . . . 11
Certain Investment Risks . . . 11
Investment Restrictions. . . . 11
CHARGES
Expense and Expense Risk
Charges . . . . . . . . . . 11
Investment Advisory Fee. . . . 12
Other Charges . . . . . . . . .12
Premium Taxes . . . . . . . . .12
<PAGE>
Page
ACCUMULATION ACCOUNT
Purchase Payments . . . . . . 12
Variable Accumulation
Account . . . . . . . . . . 13
Transfers Between
Contracts . . . . . . . . . 13
Redemption . . . . . . . . . . 14
Payment at Death . . . . . . . 15
ANNUITY
Annuity Commencement Date . . 15
Purchase of Annuity . . . . . 15
GENERAL RIGHTS
Voting Rights . . . . . . . . 16
Confirmation of
Transaction . . . . . . . . 16
Reports . . . . . . . . . . . 16
457 Plan Participant . . . . . 17
MANAGEMENT . . . . . . . . . . 17
INVESTMENT MANAGEMENT . . . . 17
FEDERAL INCOME TAX STATUS
Introduction . . . . . . . . . 17
Taxation of MBL Life . . . . . 18
Tax Status of the
Contract . . . . . . . . . . 18
Retirement Plans . . . . . . . 19
Taxation of Distributions. . . 20
Withholding . . . . . . . . . 21
Possible Changes in
Taxation . . . . . . . . . . 21
Other Tax Consequences . . . . 21
OTHER CONTRACT PROVISIONS
Beneficiary . . . . . . . . . 21
Non-Assignability. . . . . . . 21
Portability . . . . . . . . . 21
Failure of Plan to Qualify . . 21
Discontinuance . . . . . . . . 22
Transfer to New Funding
Agency . . . . . . . . . . . 22
Changes in Contract . . . . . 22
Other Changes . . . . . . . . 23
TABLE OF CONTENTS -
STATEMENT OF ADDITIONAL
INFORMATION . . . . . . . . 23
<PAGE>
INDEX OF TERMS
The following terms are explained
on the page indicated.
Account . . . . . . . . . . . . 1
Accumulation Period . . . . . . 4
Annuity . . . . . . . . . . . 16
Annuity Commencement Date. . . 16
Code . . . . . . . . . . . . . 4
Companion Contract . . . . . . . 4
Contract(s) . . . . . . . . . . 1
Contract Holder(s) . . . . . . . 1
Contract Year . . . . . . . . 14
First Priority . . . . . . . . . 4
401 Plan . . . . . . . . . . . . 6
403(b) Plan . . . . . . . . . . 6
457 Plan . . . . . . . . . . . . 6
IRA Plan . . . . . . . . . . . . 6
MBL Life . . . . . . . . . . . . 1
Mutual Benefit Life . . . . . . 1
Net Purchase Payment . . . . . . 7
1940 Act . . . . . . . . . . . . 4
Participant . . . . . . . . . . 1
Qualified Plans . . . . . . . . 1
Rehabilitation . . . . . . . . 9
SEC . . . . . . . . . . . . . 8
Transfer . . . . . . . . . . . . 1
Variable Accumulation
Account . . . . . . . . . . . 1
Variable Accumulation
Unit . . . . . . . . . . . . 13
Variable Contract
Account - 2 . . . . . . . . . 4
Variable Contract
Account - 7 . . . . . . . . . 1
VCA-2 Contract . . . . . . . . . 4
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SUMMARY OF PROSPECTUS
FEE TABLE
The purpose of the Fee Table is to help Contract Holders and
Participants understand the various Account expenses that would be
paid prior to commencement of annuity payments, at which time the
investment in the Account will end. The Fee Table, including the
Example below, shows the expenses that are deducted from the assets
of the Account. For a description of these expenses, see
"Charges". The Fee Table does not include premium taxes currently
charged by various states, which may range up to 3.5%, which will
be deducted and paid to the states as required.
ANNUAL EXPENSES (as a percentage of average net assets)
Investment Advisory Fee (after expense waiver)* ..... 0.00%
Expense and Expense Risk Charges
(after expense waiver)* ....................... 0.00%
------
Total Annual Expenses ........................ 0.00%
EXAMPLE
A $1,000 investment in the Account would be subject to
the expenses indicated, assuming (1) a 5% annual return and
(2) redemption at the end of each time period shown:**
1 YEAR 3 YEARS 5 YEARS 10 YEARS
$0 $0 $0 $0
This example should not be considered a representation of
past or future expenses for the Account. Actual expenses may
be greater or less than those shown above. Similarly, the
annual rate of return assumed in the Example is not an
estimate or guarantee of future investment performance.
_________________________________
* Prior to the Transfer, Mutual Benefit Life ceased
assessment of the expense and expense risk charge and assumed
payment of the investment advisory fee. (See "Charges".) MBL
Life has voluntarily agreed to continue with the cessation of
the expense and expense risk charge and assume payment of the
investment advisory fee for the one-year period beginning May
1, 1996, but reserves the right to reinstate assessment of the
expense and expense risk charge and cease assumption of the
investment advisory fee at the expiration of this one-year
period. (See "Waiver of Charges".) If these charges had not
been waived, the total expenses in 1995 would have been .77%.
** There are no additional charges imposed upon redemption.
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THE CONTRACTS
The Contracts described in this Prospectus provide for
retirement and other benefits for persons covered under plans
qualified for federal income tax advantages under Section 401,
403(b), 408 or 457 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Contracts are funded through the Account, the
value of which will vary up or down depending upon its investment
experience. At the time a Contract was issued, a group fixed
annuity companion contract ("Companion Contract"), which is not
described in this Prospectus, was also issued to the Contract
Holder. In addition, at the option of the Contract Holder, another
group variable annuity contract may also have been issued that was
funded through MBL Variable Contract Account-2 ("VCA-2 Contract").
The Contracts, Companion Contracts and VCA-2 Contracts,
including any riders thereto, were issued by Mutual Benefit Life
and assumptively reinsured by MBL Life. The Contracts offer
variable investment accumulations. Fixed annuities are available
through the Companion Contract only at retirement. The optional
addition of a VCA-2 Contract offered variable accumulations, as
well as annuities with underlying investments in common stocks and
other equity-type securities.
New Participants, who enroll after the effective date of this
Prospectus, participating in plans qualified under Section 408 of
the Code and, for residents of New York, plans qualified under
Section 403(b), are entitled to a return of their initial premium
payments without cost within ten days of purchase under a ten-day
revocation provision.
THE ACCOUNT
The Account operates as a separate account of MBL Life. It
was established by Mutual Benefit Life under New Jersey law in
1983. The assets and liabilities of the Account were transferred
to a new separate account of MBL Life as of May 1, 1994, and is
registered under the Investment Company Act of 1940 (the "1940
Act") as an open-end, diversified management investment company.
The Account is available only during the period when funds are
accumulated before they are used to provide annuity benefits
("Accumulation Period"). At retirement, fixed or variable annuity
benefits are provided under the Companion Contract or a VCA-2
Contract, as elected under a Qualified Plan.
INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER
First Priority Investment Corporation ("First Priority")
serves as the Account's investment adviser and principal
underwriter. First Priority is a wholly-owned indirect subsidiary
of MBL Life. For managing the Account's investments, First
Priority receives a periodic fee based on a percentage of net
assets. For a description of this fee, see "Investment Advisory
Fee". First Priority is a registered investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"). (See
"Investment Management".) First Priority also engages in the sale
of other investment company securities and financial products.
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EXPENSE CHARGES
The Contract provides for an expense and expense risk charge.
The Contract also provides for an investment advisory fee. There
are no sales or redemption charges under the Contracts, but sales,
administrative or other charges may be imposed under the Companion
Contract. Premium taxes may also be imposed in various
jurisdictions. (See "Charges - Premium Taxes".)
WAIVER OF CHARGES
Prior to the Transfer, Mutual Benefit Life ceased assessment
of the expense and expense risk charge and assumed payment of the
investment advisory fee. MBL Life has voluntarily agreed to
continue the cessation of the expense and expense risk charge and
assume payment of the investment advisory fee for the one-year
period beginning May 1, 1996, but reserves the right to reinstate
assessment of the expense and expense risk charge and cease
assumption of payment of the advisory fee at the expiration of this
one-year period.
MINIMUM INVESTMENT
The minimum annual contribution for each Participant under a
Contract is $240. (See "Accumulation Account - Purchase Payments".)
INVESTMENT OBJECTIVE OF THE ACCOUNT
The Account's objective is to provide as high a level of
current income as is consistent with the preservation of capital
and maintenance of liquidity. It seeks to achieve this goal
through investments in high quality short-term money market
instruments.
REDEMPTION
At any time during the Accumulation Period, the current value
of a Participant's Variable Accumulation Account under a Contract
may be withdrawn, in whole or in part. For a description of
redemption procedures, see "Redemptions". There is no charge or
fee assessed by MBL Life for such withdrawals. A penalty and/or
tax may be incurred under the Code upon withdrawal of amounts
accumulated under the Contracts offered by this Prospectus,
including a 10% penalty generally imposed on the taxable amount of
withdrawals prior to age 59 1/2 (subject to certain exceptions).
(See "Federal Income Tax Status".)
CERTAIN INVESTMENT RISKS
The value of the Account's assets is not insured or guaranteed
by the U.S. Government, nor is its yield fixed. The yields
realized by the Account will generally rise or fall with short-term
interest rates. (See "The Variable Contract Account - Portfolio
Turnover - Value".)
<PAGE>
FINANCIAL STATEMENTS
The Account incorporates by reference into this Prospectus the
Financial Highlights contained in its 1995 Audited Financial
Statements, which should accompany this Prospectus. The Account
will furnish without charge an additional copy of these Audited
Financial Statements upon request made to Pension and Investment
Products, MBL Life Assurance Corporation, 520 Broad Street, Newark,
New Jersey 07102-3111, Attn: MBL VARIABLE CONTRACT ACCOUNT-7, or by
telephoning 1-800-435-3191. These Reports also contain the
Account's financial statements.
The financial statements for the Account (as well as the
auditor's report thereon) are described in the Statement of
Additional Information.
The financial statements of MBL Life may be found in the
Statement of Additional Information.
PERFORMANCE RELATED INFORMATION
The Account may from time to time advertise its "yield" and
"effective yield". Both yield figures are based upon the Account's
past performance only and are not intended to be an indication of
future performance. Set forth below is the manner in which the
data contained in such advertisements will be calculated.
The "yield" of the Account refers to the income generated by
an investment in the Account over a seven-day period (which period
will be stated in any advertisement). This income is then
"annualized". That is, the amount of income generated by the
investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but,
when annualized, the income earned by an investment in the Account
is assumed to be reinvested. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect
of this assumed reinvestment. For an explanation of the
calculation of "yield" and "effective yield", see the Account's
Statement of Additional Information.
When the Account advertises its "yield" and "effective yield",
both quotations include all recurring Contract charges currently
applicable. Prior to the Transfer, Mutual Benefit Life ceased
assessment of the expense and expense risk charge and assumed
payment of the investment advisory fee. MBL Life has agreed to
continue with the cessation of the expense risk charge and
assumption of the investment advisory fee, but reserves the right
to reinstate assessment of the expense and expense risk charge and
cease payment of the investment advisory fee. (See "Summary of
Prospectus - Waiver of Charges".) Such charges and fees, if
included, would reduce the "yield" and "effective yield".
For the seven-day period ended December 29, 1995 the Account's
"yield" was 4.99% and its "effective yield" was 5.11%.
<PAGE>
GROUP TAX-DEFERRED
ANNUITY CONTRACTS
ELIGIBLE CONTRACT HOLDERS
The Contracts described by this Prospectus are designed to
fund retirement and other benefits, through employers, trustees or
custodians, to the following categories of employees
("Participants"), and their beneficiaries:
1. Employees covered under annuity purchase arrangements
adopted pursuant to Section 403(b) of the Code by public
school systems and non-profit organizations described in
Section 501(c)(3) of the Code ("403(b) Plans"), including
former employees who had been covered under other such
annuity purchase arrangements and who have not withdrawn
their account balances or commenced receiving their
annuity benefits.
2. Employees covered under plans maintained by partnerships
and sole proprietorships which are qualified under
Section 401 of the Code ("401 Plans"). These plans were
commonly referred to as HR-10 Plans prior to the Tax
Equity and Fiscal Responsibility Act of 1982.
3. Employees covered under deferred compensation plans
qualified under Section 457 of the Code ("457 Plans").
4. Individuals covered under Individual Retirement Account
Plans qualified under Section 408 of the Code ("IRA
Plans" or "408 Plans").
The Code affords certain federal income tax advantages to
employers, employees and beneficiaries covered under one or more of
the above plans or arrangements. (See "Federal Income Tax
Status".)
BASIC PROVISIONS
Net Purchase Payments made for or by Participants are invested
during the Accumulation Period before retirement. "Net Purchase
Payment" means the amount of a purchase payment for a Participant,
less any premium tax. (See "Premium Taxes".)
At retirement, the current value of a Participant's Variable
Accumulation Account may be used to purchase fixed annuities under
a Companion Contract, or variable annuities under a VCA-2 Contract,
if currently available.
VARIABLE ACCUMULATION ACCOUNT. Under the Contracts, Net
Purchase Payments are allocated to a Participant's Variable
Accumulation Account. Amounts allocated to a Variable Accumulation
Account purchase Variable Accumulation Units. The value of a
Participant's Variable Accumulation Account varies up or down from
day to day depending on the investment experience of the Account.
No assurance of investment results can be given. The investment
experience of a Participant's Variable Accumulation Account
reflects the investment income and realized and unrealized capital
gains and losses, if any, of the Account.
<PAGE>
RETIREMENT ANNUITY. Whenever funds accumulated under the
Contracts are to be applied to purchase a fixed rate annuity, the
funds will be transferred to the Companion Contract and the annuity
will be funded through MBL Life's General Account. (See "The
Variable Contract Account - Legal Developments".) If a VCA-2
Contract has been issued to the Contract Holder and the Participant
has elected to receive all or part of the annuity as a variable
annuity, the appropriate funds will be transferred to the VCA-2
Contract and the annuity will be funded through MBL Variable
Contract Account-2. (See "Annuity".)
ASSUMPTION OF EXPENSE RISK
MBL Life assumes the expense risks under the Contracts to the
extent that the charges for expense made under the Contracts do not
cover the actual expenses incurred. (See "Waiver of Charges".)
REDEMPTION AND PAYMENT AT DEATH
The current value of a Participant's Variable Accumulation
Account may be withdrawn, in whole or in part, at any time before
his or her Annuity Commencement Date under the Contract. The
Annuity Commencement Date is the first day of any month on which
the Participant elects to begin receiving payments under an
annuity. Withdrawals prior to retirement, however, may involve
adverse tax consequences, or may be restricted. (See "Redemption"
and "Federal Income Tax Status".)
If a Participant dies before retirement, MBL Life will cancel
the Participant's Variable Accumulation Account and transfer the
value of such account, as of the date MBL Life receives
satisfactory written notice of death, to the Companion Contract,
where the proceeds will be held at the rate of interest specified
in the Companion Contract until final disposition. (See "The
Variable Contract Account - Legal Developments".) However, in lieu
of such transfer, upon election by the Participant's beneficiary,
the beneficiary may receive the current value of the Participant's
Variable Accumulation Account as of the date MBL Life receives
satisfactory written notice of death. Payments will be made within
seven days thereafter, subject to receipt by MBL Life of all
necessary information concerning the beneficiary. (See "Payment at
Death".)
COMPANION CONTRACT AND VCA-2 CONTRACT
At the time a Contract was issued, the Contract Holder was
also issued a Companion Contract. A Companion Contract is a group
fixed annuity contract that provides for, among other things, the
purchase of fixed annuities. (See "The Variable Contract Account -
Legal Developments".)
VCA-2 Contracts were issued to Contract Holders who wished to
be provided with variable annuities under the plans. Purchase
payments under a VCA-2 Contract are invested through MBL Variable
Contract Account-2, an MBL Life separate account, in shares of MBL
Growth Fund, Inc. ("MBL Growth"), a mutual fund with the primary
investment objective of long-term appreciation of capital.
The terms "Companion Contract" and "VCA-2 Contract", as used
in this Prospectus, refer to both a previously issued Companion
Contract or VCA-2 Contract, respectively, and to any contracts
amended by rider as the context indicates.
The Contracts, Companion Contracts, and VCA-2 Contracts,
including any riders issued thereto, are part of MBL Life's overall
tax-qualified annuity program which may be utilized by the Plans.
This Prospectus does not furnish detailed information as to the
Companion Contract, VCA-2 Contract or any riders thereto, MBL
Variable Contract Account-2 or MBL Growth. The charges and
benefits under the Companion Contract and the VCA-2 Contract are
specified in those contracts. Prospectuses for MBL Variable
Contract Account-2, including the VCA-2 Contract, and MBL Growth
are available upon request made to Pension and Investment Products,
MBL Life Assurance Corporation, 520 Broad Street, Newark, New
Jersey 07102-3111, Attn: MBL VARIABLE CONTRACT ACCOUNT-2.
THE VARIABLE CONTRACT ACCOUNT
ORGANIZATION
The Account is registered with the Securities and Exchange
Commission ("SEC") as an open-end, diversified management
investment company under the 1940 Act. Registration under the 1940
Act involves regulation by the SEC, but does not involve
supervision or management of investment practices or policies of
either the Account or MBL Life, the sponsoring insurance company.
The Account was established by Mutual Benefit Life in 1983 under
New Jersey law pursuant to a resolution of the Board of Directors
of Mutual Benefit Life. The assets and liabilities of the Account
were transferred to a separate account of MBL Life as of May 1,
1994 pursuant to a resolution of the Board of Directors of MBL
Life.
MBL Life is a New Jersey stock life insurance company
incorporated in 1972, with its principal office at 520 Broad
Street, Newark, New Jersey. Its stock is held by a Stock Trust,
pursuant to the Rehabilitation Plan of Mutual Benefit Life, MBL
Life's former parent.
LEGAL DEVELOPMENTS
The Account was originally a separate account of Mutual
Benefit Life. On July 16, 1991, the Superior Court of New Jersey
("Court") entered an Order ("Order") appointing the Commissioner of
Insurance of the State of New Jersey as Rehabilitator of Mutual
Benefit Life, thereby granting the Rehabilitator immediate
exclusive possession and control of, and title to, the business and
assets of Mutual Benefit Life, including those of the Account.
In view of the terms and conditions of the Order, on July 16,
1991, Mutual Benefit Life, on behalf of the Account, immediately
ceased acceptance of applications for new Contracts and additional
purchase payments under existing Contracts. The cessation of
additional purchase payments continued from July 16, 1991 until the
effective date of this Prospectus. Because the Account was a
separate account of Mutual Benefit Life, the assets and liabilities
of the Account were maintained separate and apart from Mutual
Benefit Life's general account assets and liabilities. Transfers
to VCA-2 Contracts were temporarily suspended. Transfers from the
Account to the Companion Contract were temporarily prohibited and
withdrawals from the Companion Contract were restricted during the
Rehabilitation Period, which is to terminate no later than December
31, 1999. Death Benefit payments upon the death of each
Participant continue to be made to the beneficiaries.
A Rehabilitation Plan was developed by the Rehabilitator, the
terms of which were subsequently approved and confirmed by the
Court in January 1994. Certain terms and conditions of the
Rehabilitation Plan have been appealed by parties to the
Rehabilitation Plan, and litigation has been brought against Mutual
Benefit Life, the ultimate resolutions of which cannot be
determined at this time.
The Rehabilitation Plan stipulated that the assets and
liabilities of the Account would be transferred from Mutual Benefit
Life to a separate account of MBL Life. The Transfer was effected
pursuant to an assumption reinsurance transaction on May 1, 1994.
Under the Rehabilitation Plan, MBL Life assumed substantially all
of the business, assets and liabilities of Mutual Benefit Life.
MBL Life will operate under and is governed by the terms and
conditions of the Rehabilitation Plan until the termination of the
Rehabilitation Period, not later than December 31, 1999. While the
Rehabilitation Plan was developed based on the Rehabilitator's best
estimates, no assurances can be provided that the Rehabilitation
Plan will ultimately be successful. For more information see the
financial statements of MBL Life contained in the Statement of
Additional Information.
As of May 1, 1994, all of the issued and outstanding shares of
MBL Life were placed in a Stock Trust which is to terminate at the
end of the Rehabilitation Period. The Commissioner of Insurance
was appointed Trustee of the Stock Trust. On July 5, 1995, Alan J.
Bowers was appointed President and Chief Executive Officer of MBL
Life.
MBL Life reserves all rights regarding the use of its name, or
any part of its name, including the right to withdraw its use by
the Account or to grant its use to any other investment company or
entity.
ASSETS
While the Account, as of May 1, 1994, is an asset of MBL Life,
it is held separately from all other assets of MBL Life and may not
be charged with liabilities arising out of any other business of
MBL Life. The Contracts provide that any income, gains or losses
from the Account's investment operations shall be credited to or
charged against the Account without regard to any other income,
gains or losses of MBL Life. The obligations arising under the
Contracts are not obligations of MBL Life during the Accumulation
Period.
As of January 2, 1996, Participants under the Long Island
Jewish Medical Center 403(b) Plan, New Hyde Park, New York, the
largest Contract Holder of the Account, owned 42.79% of the
outstanding Variable Accumulation Units of the Account;
Participants under the New York Hospital 403(b) Plan, New York, New
York owned 10.38% of the outstanding Variable Accumulation Units of
the Account.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Account offers Participants the opportunity to provide for
retirement and other benefits available under the Contracts through
pooled investments in short-term debt instruments normally
available in denominations of $100,000 or more. These securities,
or "money market" instruments, will be the Account's only
investments. The Account's objective, which may not be changed
without the approval of a majority of Contract Holders, is to
provide as high a level of current income as is consistent with
preservation of capital and maintenance of liquidity. The Account
will seek to achieve its objective through investments in the
securities and repurchase agreements relating thereto, described
below, all of which will be U.S. dollar denominated obligations.
All investments will have remaining maturities of 397 days or less
with a dollar-weighted average maturity not exceeding 90 days. The
Account will limit its investments to securities that are
determined to have "minimal credit risks" and that are "Eligible
Securities". Eligible Securities have a remaining maturity at the
time of purchase of not more than 397 days. They are rated in one
of the two highest rating categories by at least two nationally
recognized statistical rating organizations ("NRSRO's") (or by the
only NRSRO that has rated the security), or, if unrated, are of
comparable investment quality. The Account will not invest more
than five percent of its assets in Eligible Securities which are
not rated in the highest short-term rating category by at least two
NRSRO's (or by the only NRSRO that has rated the instrument), or
comparable unrated securities ("Second Level Securities").
U.S. GOVERNMENT SECURITIES. The Account may purchase
obligations issued or guaranteed as to principal and interest by
the United States Government, or its agencies or instrumentalities.
Direct obligations of the United States Government include Treasury
Bills, Treasury Notes and Treasury Bonds, and are backed by the
full faith and credit of the United States Government.
The Account may purchase securities of agencies and
instrumentalities of the United States Government, such as the
Federal Housing Administration, Government National Mortgage
Association, General Services Administration, Tennessee Valley
Authority, Federal Home Loan Banks, Federal Land Banks and the
United States Postal Service. Some of the securities are backed by
the full faith and credit of the United States Government or
guaranteed by the United States Treasury. Obligations of some of
the agencies and instrumentalities are only supported by the
issuing agency's or instrumentality's credit or right to borrow
from the United States Treasury. The latter may be no guarantee
against default.
BANK OBLIGATIONS. The Account may purchase certificates of
deposit, banker's acceptances and other obligations of U.S. banks
which have total assets of $1 billion or more and capital surplus
and undivided profits of at least $100 million as of the date of
their most recently published financial statements, including
foreign branches of U.S. banks.
Normally these banks will be members of the Federal Reserve
System and the Federal Deposit Insurance Corporation, but this is
not an investment requirement.
<PAGE>
SAVINGS AND LOAN OBLIGATIONS. The Account may invest in
negotiable certificates of deposit and other short-term obligations
of savings and loan associations which have total assets in excess
of $1 billion and are insured by the Federal Deposit Insurance
Corporation.
COMMERCIAL PAPER. The Account may invest in commercial paper
obligations which may include variable amount master demand notes.
These notes permit the investment of fluctuating amounts by the
Account at varying rates of interest pursuant to direct
arrangements between the Account, as lender, and the borrower.
Daily changes in the amounts borrowed are permitted and the Account
has the right to increase the amount under the note at any time up
to the full amount provided by the note agreement, or to decrease
the amount. The borrower, typically a large industrial or finance
company which also issues commercial paper, may repay up to the
full amount of the note at any time without penalty. Because
variable amount master demand notes are direct lending arrangements
between the lender and borrower, it is not generally contemplated
that such instruments will be traded, and there is no secondary
market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued
interest, at any time. Accordingly, the receipt of payment by the
Account is dependent on the ability of the borrower to pay
principal and interest on demand. It is not expected that the
notes will be backed by bank letters of credit.
The Account's investment adviser will value any master demand
notes held by the Account, taking into consideration such factors
as earning power, cash flow and other liquidity ratios of the
issuer.
OTHER CORPORATE DEBT SECURITIES. The Account may purchase
other non-convertible corporate obligations, including bonds and
debentures, which at the time of purchase have less than 397 days
remaining to maturity.
REPURCHASE AGREEMENTS. These involve the purchase of
government securities with the concurrent agreement by the seller,
a bank or securities dealer, to repurchase the securities at an
agreed upon price and date.
The repurchase price exceeds the cost of the securities
subject to the agreement, thereby providing a determinable yield
for the holding period. Repurchase agreements are short-term
investments, usually one week or less. They are fully
collateralized by the purchased securities and are considered loans
under the 1940 Act. During the term of a repurchase agreement, the
seller will be required to provide such additional collateral as is
necessary to maintain the value of all the collateral under a
repurchase agreement at a level at least equal to the repurchase
price. The Account will make payment for such securities only upon
delivery or evidence of book entry transfer to the Custodian. If
the seller defaults, the Account might incur a loss if the value of
the collateral securing the repurchase agreement declines. It
might also incur disposition costs in connection with the
liquidation of the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the
security, realization upon the collateral by the Account may be
delayed or limited. In no event will the Account enter into a
repurchase agreement having a repurchase date more than 397 days
after the date of acquisition. Repurchase agreements afford an
opportunity for the Account to earn a higher return on temporarily
available cash than would otherwise be the case.
REVERSE REPURCHASE AGREEMENTS. The Account may invest in
reverse repurchase agreements, which involve the sale of any of the
securities held by the Account (except master demand notes), with
an agreement to repurchase at an agreed upon price, date, and
interest payment.
Reverse repurchase agreements are considered borrowing under
the 1940 Act and may represent a form of leveraging. The Account
will use the proceeds of reverse repurchase agreements to make
other investments which either mature or are under an agreement to
resell at a date simultaneous with or prior to the expiration of
the reverse repurchase agreement.
The Account may utilize reverse repurchase agreements only if
the interest income to be earned from the investment of proceeds of
the transaction is greater than the interest expense of the reverse
repurchase transaction. Reverse repurchase agreements will only be
entered into with a bank or securities dealer, and only under
circumstances where the repurchase is not more than 397 days after
the date the repurchase agreement is entered into.
PORTFOLIO TURNOVER-VALUE
Although it is not the Account's objective to make investments
for capital growth, it may engage in some short-term trading to
take advantage of market fluctuations and may sell any portfolio
investment before it matures to protect principal, improve
liquidity or enhance yield.
The value of the Account's portfolio will vary inversely to
changes in prevailing interest rates. If interest rates increase
after the purchase of a security, its value normally will decline.
Conversely, a drop in interest rates normally will result in an
increase in the security's value. These changes, however, will not
generally result in gains or losses for the Account since it
intends to hold its investments to maturity when the entire
principal and accrued interest is due.
CERTAIN INVESTMENT RISKS
The value of the Account's assets is not insured or guaranteed
by the U.S. Government, nor is its yield fixed. Interest rates on
money market securities fluctuate in response to various economic
factors and, similarly, the yields realized by the Account will
generally rise or fall with short-term rates. Although the
Account's investments are regarded as high quality instruments,
many are not guaranteed by any government and some present special
risks such as in the case of obligations of foreign branches of
U.S. banks. The obligations of foreign branches of U.S. banks
involve risk considerations different from those associated with
U.S. domestic banks. These include foreign economic and political
developments, foreign governmental restrictions which may adversely
affect payment of principal and interest on the obligations,
expropriation, limitations on removal of funds, foreign withholding
and other taxes on interest income, and difficulties in obtaining
and enforcing a judgment against a foreign branch.
<PAGE>
INVESTMENT RESTRICTIONS
The Account is subject to certain investment restrictions
which are considered fundamental policies and, unlike the other
investment policies described herein, cannot be changed without
approval of the holders of a majority (as defined in the 1940 Act)
of the outstanding units in the Account. Among other restrictions,
the Account will not enter into repurchase agreements if, as a
result thereof, more than 10% of the Account's total assets would
be subject to repurchase agreements maturing in more than seven
days. The Account also will not enter into reverse repurchase
agreements if the Account's obligations would be greater than 20%
of the Account's total assets. The Account may mortgage, pledge or
hypothecate its assets only in limited circumstances and never in
excess of 5% of its total assets taken at cost. The Account will
also not hold more than 10% of any class of securities of any one
issuer nor invest more than 25% of the value of the Account's total
assets in securities of any one industry except that these
limitations will not apply with respect to investments in
obligations issued or guaranteed by the United States Government,
but do apply to investments in securities of agencies and
instrumentalities of the United States Government which are only
supported by their own credit or right to borrow from the United
States Treasury. The Account's investment restrictions are
described in full in the Statement of Additional Information, under
"Investment Restrictions".
CHARGES
EXPENSE AND EXPENSE RISK CHARGES
Prior to the Transfer, Mutual Benefit Life ceased assessment
of the expense and expense risk charge. MBL Life has voluntarily
agreed to continue with the cessation of the expense and expense
risk charge, but reserves the right to reinstate assessment of the
expense and expense risk charge. Absent the waiver of the expense
and expense risk charge, a charge, payable to MBL Life, at the
annual rate of 0.35% would be made daily against the Account's
assets for expenses and 0.02% for the expense risk assumed by MBL
Life. Expenses include the costs attributable to the
establishment, maintenance and operation of the Account, other than
investment advisory fees and any brokerage commissions or fees
relating to securities transactions, which are paid by the Account.
Expense risk means the contingency that expenses will be greater
than the 0.35% expense charge. This charge may not be changed,
except as described in "Other Contract Provisions - Changes in
Contract". Because these charges are imposed as a percentage of
assets, administrative charges under larger contracts may be
greater than actual expenses under those contracts and larger
contracts may subsidize smaller contracts.
The charge for expenses is not designed to produce a profit
but only to cover the Account costs. If the charges for expenses
and expense risks are less than the actual expense risk assumed by
MBL Life, MBL Life will suffer a loss. However, if the charge is
more than sufficient, there will be a contribution to MBL Life's
surplus. To the extent that there is such a contribution, it may
be used for any proper corporate purpose, including, among other
things, payment of certain sales and promotional expenses incurred
in connection with the distribution of Contracts.
<PAGE>
INVESTMENT ADVISORY FEE
Prior to the Transfer, Mutual Benefit Life assumed payment of
the investment advisory fee. MBL Life will continue to assume
payment of the fee for additional one-year periods, but reserves
the right to cease assumption of payment of the investment advisory
fee at the expiration of any one-year period. Absent MBL Life's
payment of the advisory fee, for the investment advisory services
of First Priority, described in "Investment Management", the
Account would pay a periodic fee at the annual rate of .40% of the
first $300,000,000 of the Account's average daily net assets, .35%
of the next $400,000,000 of the Account's average daily net assets
and .30% of the Account's average daily net assets in excess of
$700,000,000. For a discussion of how the fee is calculated, see
the Account's Statement of Additional Information, under
"Investment Advisory and Other Services".
OTHER CHARGES
Currently, no charges are made against the Account for MBL
Life's federal income taxes, or provisions for such taxes, that may
be attributable to the Account. MBL Life may charge the Account
for its portion of any income tax charged to MBL Life on the
Account or its assets. Under present laws, MBL Life may incur
state and local taxes (in addition to premium taxes) in several
states. At present, these taxes are not significant. If they
increase, however, MBL Life may decide to make charges for such
taxes, or provisions for such taxes, against the Account. Any
charges made against the Account could have an adverse effect on
the investment experience of the Account.
PREMIUM TAXES
Premium taxes ranging up to 3.5% are currently levied by
various states. If premium taxes are incurred by the Account, a
charge for the amount of those taxes will be made when the taxes
are incurred.
ACCUMULATION ACCOUNT
PURCHASE PAYMENTS
The Contracts offer flexible purchase payment arrangements
which may be tailored for individual plans as follows:
FREQUENCY. Purchase payments may be made for active
Participants whenever desired, except not more frequently than
every two weeks.
AMOUNT. Under 401, 403(b), 408 or 457 Plans, the annuity
purchase agreement or salary reduction agreement between each
Participant and his or her employer, respectively, must specify
that contributions on the Participant's behalf to all Contracts
will be at least $240 during each year under the Plan.
CONTINUITY. Purchase payments for a Participant may be
discontinued at any time, without any effect on the Participant's
rights under the Contract. Purchase payments may be resumed at a
later date at no additional charge, and will again be subject to
the minimum of $240 per year per participant.
<PAGE>
VARIABLE ACCUMULATION ACCOUNT
Net Purchase Payments are allocated to a Participant's
Variable Accumulation Account under the Contract and are applied to
purchase Variable Accumulation Units. Each Variable Accumulation
Unit represents a proportionate interest in the assets of the
Account.
The number of Variable Accumulation Units purchased is equal
to each Net Purchase Payment, divided by the current dollar value
of a Variable Accumulation Unit. The Variable Accumulation Unit is
calculated as of the end of each Valuation Date, which is a day
when the New York Stock Exchange is open for trading. For any
Valuation Date, the Variable Accumulation Unit value is equal to
the value for the preceding Valuation Date multiplied by the Net
Investment Factor for the current Valuation Date. For any day
which is not a Valuation Date, the Variable Accumulation Unit value
is equal to the value for the following Valuation Date. The
Variable Accumulation Unit value is affected by the investment
experience of the Account and the deduction of charges and may vary
either up or down each Valuation Date.
The Net Investment Factor for any Valuation Date is equal to
(1) the net value of the Account determined as of the close of
regular trading on the New York Stock Exchange on that date
(exclusive of any purchase payments or redemptions on such date),
less a deduction at an effective annual rate of 0.37% for the
expense and expense risk charges and less a deduction at a maximum
rate of .40% for the investment management charge (at present, no
such charges are deducted, see "Waiver of Charges"), and less a
deduction for federal tax attributable to the maintenance and
operation of the Account (at present, no such federal tax is
payable, see "Charges - Other Charges"); divided by (2) the value
of the Account determined as of such close on the preceding
Valuation Date. For a hypothetical example illustrating the
computation of the Variable Accumulation Unit value and the Net
Investment Factor, see the Account's Statement of Additional
Information.
The Account's portfolio securities are valued as follows:
Investments in short-term securities which mature in 60 days
or less are valued under the amortized cost method of valuation.
Under this method, securities are initially valued at cost on their
acquisition date (or the date on which they first have a maturity
of 60 days or less), and their subsequent value is based on such
initial value, assuming a constant accretion of a discount or
amortization of a premium to maturity, regardless of any subsequent
minor fluctuations in the market value of the security. Short-term
securities which mature in more than 60 days are valued at market
values, based on quoted bid and asked prices or yield equivalent.
In effect, each Net Purchase Payment (after the first) is
invested in Variable Accumulation Units at the value next
determined after receipt of the payment by MBL Life at its Home
Office. Thereafter, the Variable Accumulation Units credited under
a Contract will vary up or down in value, depending on the value of
the assets held by the Account which is affected by investment
performance, expenses and charges.
<PAGE>
TRANSFERS BETWEEN CONTRACTS
A Participant may transfer between the Variable Accumulation
Account under the Contract described in this Prospectus and the
VCA-2 Contract, on proper written request to MBL Life. During any
Contract Year a Participant may transfer, once a quarter, from the
Contract to the VCA-2 Contract. Until the termination of the
Rehabilitation Period, no later than December 31, 1999, transfers
between the Variable Accumulation Account under the Contract, as
described in this Prospectus and the Companion Contract, may be
subject to restrictions imposed by the Companion Contract. (See
"The Variable Contract Account - Legal Developments".)
The Variable Accumulation Account values will also be
transferred to the Companion Contract upon the death of a
Participant (see "Accumulation Account - Payment at Death"), or if
a Qualified Plan fails to qualify under the Code. (See "Other
Contract Provisions - Failure of Plan to Qualify".)
A request to transfer from a Participant's Variable
Accumulation Account under a Contract to a VCA-2 Contract is
treated as a request to transfer the entire Variable Accumulation
Account if the total value remaining in the Contract after the
transfer would otherwise be less than $240 or if the amount
specified to be transferred exceeds the value of the Variable
Accumulation Account.
No transfer may be made within 15 days of a Participant's
Annuity Commencement Date. The amount of each transfer must be at
least $240.
Transfers from the VCA-2 Contract to the Contract described in
this Prospectus will be subject to the transfer provisions
contained in such other contract, including any limitations or
charges contained in that contract.
Transfers may be made only on a Valuation Date as defined in
this Prospectus. All transfers will be based on the Variable
Accumulation Unit value calculated on the effective date of the
transfer. MBL Life will send Participants written confirmation of
all transfers when they are effected.
REDEMPTION
The current value of a Participant's Variable Accumulation
Account may be withdrawn, in whole or in part, or transferred to
another tax-qualified investment vehicle, at any time before his or
her Annuity Commencement Date under the Contract. However, under
401, 403(b) and 457 Plans, the redemption right may be restricted
in accordance with the Plan. Any partial withdrawal must amount to
at least $240. Certain plans may require forfeiture of non-vested
employer contributions, and may also provide that certain
contributions may not be redeemed until the occurrence of a
specified event, such as attainment of age 59 1/2. The terms of
the Plan should be reviewed to determine if contributions are so
restricted.
<PAGE>
Redemption is effected by redeeming a sufficient number of
Variable Accumulation Units in the Variable Accumulation Account to
pay the amount requested in cash. The number of units redeemed in
the Variable Accumulation Account is based on their value next
determined after receipt of a proper written request by MBL Life at
its Home Office.
A request for partial redemption of a Participant's Variable
Accumulation Account under the Contract is treated as a request for
complete redemption if the total remaining value of the Variable
Accumulation Account would otherwise be less than $240 or if the
redemption request is for an amount which exceeds the value of such
account.
In this event, the Participant's Variable Accumulation Account
may be reduced by deducting any applicable administration charge
otherwise deducted at the end of the year and the remaining value
of the Variable Accumulation Account is paid to the Participant
(or, in the case of a transfer, to the financial institution
designated by the Participant) less any federal taxes withheld.
(See "Federal Income Tax Status - Withholding".) After complete
redemption by a Participant, no further purchase payments may be
made for the Participant without the consent of MBL Life.
Payment of the amount redeemed is made within seven days after
receipt of the request, unless (1) the New York Stock Exchange is
closed (for reasons other than holidays and weekends), or trading
on the New York Stock Exchange is restricted, (2) an emergency
exists, as determined by the SEC, so that valuation of the assets
of the Account, or redemption of the securities held by the
Account, is not practicable, or (3) the SEC permits postponement by
order.
Redemption may adversely affect tax benefits otherwise
available under the Code. (See "Federal Income Tax Status".)
Under 403(b) Plans current restrictions imposed by the Code limit
withdrawals. (See "Federal Income Tax Status - 403(b) Plans".)
PAYMENT AT DEATH
If a Participant dies before the Annuity Commencement Date, a
death benefit is payable to the beneficiary. The death benefit is
equal to the greater of (1) the current value of the Participant's
Variable Accumulation Account (determined as of the date MBL Life
receives due proof of death), or (2) the full amount of all
purchase payments less all transfers and redemptions made for the
Participant. The death benefit may be paid in one of several ways.
The beneficiary may instruct MBL Life to pay the amount in a single
sum. [In either case, the request must be in writing.] If the
beneficiary is a spouse of the Participant, the Variable
Accumulation Account may be continued; however, no purchase
payments may be made.
In general, the rights of beneficiaries are subject to the
same conditions as corresponding rights of Participants. In
addition, the rights of a beneficiary may be subject to
restrictions imposed by the Participant in designating his or her
beneficiary.
<PAGE>
ANNUITY
ANNUITY COMMENCEMENT DATE
A Participant covered under an annuity purchase agreement
adopted pursuant to Section 403(b) of the Code may elect an Annuity
Commencement Date under the Contracts, which, as discussed above,
will be the first day of any month on which the Participant elects
to begin receiving payments under an annuity. In no event may a
Participant's Annuity Commencement Date be later than the date
under which distributions must begin under the Code. The Code
generally requires distributions to begin by April 1 following the
calendar year in which a Participant attains age 70 1/2, without
regard to the actual date of retirement, and also precludes
distributions attributable to elective purchase payments prior to
attainment of age 59 1/2, separation from service, death,
disability or hardship. The selection of an Annuity Commencement
Date must be made in writing, on a form furnished by MBL Life, and
received in MBL Life's Home Office at least 15 days in advance of
the Annuity Commencement Date.
An elected retirement date under other Qualified Plans, which
generally must be no later than April 1 following the calendar year
in which a Participant attains the age of 70 1/2, is the
Participant's Annuity Commencement Date.
PURCHASE OF ANNUITY
On a Participant's normal or optional Annuity Commencement
Date, the value of the Variable Accumulation Account, less any
applicable premium tax, may be applied to purchase a fixed annuity
and, if an VCA-2 Contract has been issued to the Contract Holder,
a variable annuity. In such event, the full value of the
Participant's Variable Accumulation Account will be transferred in
the appropriate amounts to the Companion Contract and/or VCA-2
Contract. The amounts transferred will be as elected by the
Participant, in order to achieve the desired balance between the
fixed and variable annuities. The fixed annuity will then be
purchased under the Companion Contract, and the variable annuity
will be purchased under the VCA-2 Contract.
GENERAL RIGHTS
VOTING RIGHTS
All Contract Holders have voting rights with respect to the
Account. The number of votes attributed to each Contract Holder is
equal to the number of Variable Accumulation Units in the Account
under the Contract. Fractional votes are counted. Participants
may have the right to instruct Contract Holders as to casting votes
with respect to their Variable Accumulation Accounts arising from
their own purchase payments under 401, 403(b), IRA, or 457 Plans,
as may be provided under the terms of the Plan. Votes with respect
to units for which no voting instructions are received from
Participants are voted by the Contract Holder on each matter in the
same proportion as those units for which voting instructions are
received. MBL Life votes units it holds on each matter in the same
proportion as such units are voted by Contract Holders.
<PAGE>
The Account held a Special Meeting of Contract Holders on
April 12, 1995. All Contract Holders and Participants of record as
of February 24, 1995 received Proxy materials, dated March 13,
1995, describing several items in which such Contract Holders were
entitled to vote at that meeting. A majority of the Contract
Holders voted, by Proxy, to elect the five Committee Members;
ratify the appointment of Coopers & Lybrand L.L.P., as the
Account's independent accountants; approve the continuance of the
Account's investment advisory agreement with First Priority; and
approve the continuance of the Account's Service Agreement among
the Account, First Priority and MBL Life.
The Account is not required to hold regular annual Contract
Holder meetings and, in the normal course, does not expect to hold
such meetings. The Account is, however, required to hold Contract
Holder meetings for such purposes as, for example: (1) approving
certain agreements as required by the 1940 Act; (2) changing
fundamental investment objectives and restrictions; and (3) filling
vacancies in the membership of the Management Committee of the
Account ("Committee") in the event that less than a majority of the
Committee members were elected by Contract Holders. The Account
expects that there will be no meetings of Contract Holders for the
purpose of electing Committee members unless and until such time as
less than a majority of the Committee members holding office have
been elected by Contract Holders. In addition, holders of record
of not less than two-thirds of the outstanding Accumulation Units
of the Account may remove a Committee member from office by a vote
cast in person or by proxy at a Contract Holder meeting called for
that purpose at the request of holders of 10% or more of the
outstanding Accumulation Units of the Account. The Account has the
obligation to assist in such Contract Holder communications.
Except as set forth above, Committee Members will continue in
office and may appoint successor Committee Members.
CONFIRMATION OF TRANSACTIONS
Within five business days after the end of each calendar
quarter a quarterly statement will be sent to each Participant
under the Contract detailing all activity in the Participant's
Variable Accumulation Account for the previous quarter, including
any purchase payments, redemptions and transfers; the dates of
each such transaction; the amounts allocated to the Variable
Accumulation Account; the administration charges deducted, if any,
and the total Variable Accumulation Account value at the end of the
period.
New Participants will be sent a confirmation upon receipt of
their first purchase payment, and quarterly statements thereafter.
In some cases confirmations may be sent more frequently than
quarterly.
REPORTS
During the Accumulation Period, MBL Life furnishes a quarterly
report for each Participant showing as of a specified date (1) the
number of Variable Accumulation Units in his or her Variable
Accumulation Account under the Contract and (2) the Variable
Accumulation Unit value.
<PAGE>
In addition, MBL Life will furnish for each Participant a
semi-annual report showing the financial position of the Account
and a schedule of the investments held by the Account.
457 PLAN PARTICIPANTS
The rights and benefits of Participants in a 457 Plan differ
from those of Participants covered under Contracts issued under
other circumstances. Under a 457 Plan the Contract Holder is
usually the employer and the assets of such a Plan are part of the
general assets of the employer. A Participant must look
exclusively to his or her employer and the employer's financial
resources for any benefits to which the Participant is entitled.
Accordingly all rights of Participants referred to or described in
this Prospectus are vested in the Contract Holder.
MANAGEMENT
The Account is managed by a Management Committee in accordance
with the Rules and Regulations adopted by the Management Committee.
The names and addresses of the Chairman, Members, and Officers of
the Management Committee together with a brief description of their
principal occupations during the past five years are found in the
Account's Statement of Additional Information, "Management of the
Account".
INVESTMENT MANAGEMENT
The Investment Advisory Agreement between the Account and
First Priority was last approved by the Management Committee on
March 13, 1996, and approved by Contract Holders on April 12, 1995.
This Investment Advisory Agreement, which initially became
effective on May 1, 1994, provided for the succession of First
Priority as investment adviser to the Account in place of Green
Hill Financial Service Corporation ("Green Hill"). Under the
Investment Advisory Agreement with the Account, First Priority now
provides the Account with investment advisory and management
services and, subject to the authority of the Management Committee,
is responsible for overall management of the Account's business
affairs. Under a separate Service Agreement among the Account,
First Priority and MBL Life, last approved by the Management
Committee on March 13, 1996, and approved by Contract Holders on
April 12, 1995, MBL Life provides First Priority with certain
facilities required for performance of its duties under the
Investment Advisory Agreement.
First Priority was incorporated in 1993 under the laws of the
State of New Jersey. It is a registered investment adviser under
the Advisers Act, a registered broker-dealer under the Securities
Exchange Act of 1934, and a member of the National Association of
Securities Dealers, Inc. First Priority serves as investment
adviser for MAP-Government Fund, Inc., a money-market mutual fund
sponsored by MBL Life, and will also engage in the sale of other
investment company securities and other financial products.
A description of the services provided by First Priority
pursuant to the Investment Advisory Agreement, and a discussion of
the Service Agreement, appear in the Account's Statement of
Additional Information, "Investment Advisory and Other Services".
<PAGE>
During 1993 and from January 1, 1994 through April 30, 1994,
Green Hill received advisory fees from Mutual Benefit Life,
pursuant to its agreement, of $10,840, and $3,168 respectively.
From May 1, 1994 through December 31, 1994, and for 1995, First
Priority received advisory fees from MBL Life, pursuant to its
agreement, of $5,945 and $8,536, respectively.
FEDERAL INCOME TAX STATUS
INTRODUCTION
The following discussion is a general discussion of federal
income tax considerations relating to the Contract and is not
intended as tax advice. This discussion is not intended to address
the tax consequences resulting from all of the situations in which
a person may be entitled to or may receive a distribution under the
Contract. Any person concerned about these tax implications should
consult a competent tax advisor before initiating any transaction.
This discussion is based upon MBL Life's understanding of the
present federal income tax laws as they are currently interpreted
by the Internal Revenue Service ("IRS"). No representation is made
as to the likelihood of the continuation of the present federal
income tax laws or of the current interpretation by the IRS.
Moreover, no attempt has been made to consider any applicable state
or other tax laws.
The Contract may be purchased on a non-tax qualified basis
("Non-Qualified Contract") or purchased and used in connection with
certain retirement arrangements entitled to special income tax
treatment under Section 401(a), 403(b), 408(b) or 457 of the Code
("Qualified Contracts").
TAXATION OF MBL LIFE
MBL Life is taxed as a life insurance company under Part I of
Subchapter L of the Code. Since the Account is not an entity
separate from the Company, and its operation forms a part of MBL
Life, it will not be taxed separately as a "regulated investment
company" under Subchapter M of the Code. Investment income and
realized capital gains are automatically applied to increase
reserves under the Contracts. Under existing federal income tax
law, MBL Life believes that the Account's investment income and
realized net capital gains will not be taxed to the extent that
such income and gains are applied to increase the reserves under
the Contracts.
Accordingly, MBL Life does not anticipate that it will incur
any federal income tax liability attributable to the Separate
Account and, therefore, MBL Life does not intend to make provisions
for any such taxes. However, if changes in the federal tax laws or
interpretations thereof result in MBL Life being taxed on income or
gains attributable to the Account, then MBL Life may impose a
charge against the Account (with respect to some or all Contracts)
in order to set aside provisions to pay such taxes.
<PAGE>
TAX STATUS OF THE CONTRACT
DIVERSIFICATION. Section 817(h) of the Code requires that
with respect to certain contracts, the investments of the Account
must be "adequately diversified", in accordance with Treasury
Regulations in order for those Contracts to qualify as annuity
contracts under federal tax law. MBL Life believes that all
contracts issued in accordance with this Prospectus are pension
plan contracts to which Section 817(h) is not presently applicable.
In certain circumstances, owners of variable annuity contracts
may be considered the owners, for federal income tax purposes, of
the assets of the separate accounts used to support their
contracts. In those circumstances, income and gains from the
separate account assets would be includible in the variable
contract owner's gross income. The IRS has stated in published
rulings that a variable contract owner will be considered the owner
of separate account assets if the contract owner possesses
incidents of ownership in those assets, such as the ability to
exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of
regulations concerning diversification, that those regulations "do
not provide guidance concerning the circumstances in which investor
control for the investments of a segregated asset account may cause
the investor [i.e., the owner], rather than the insurance company,
to be treated as the owner of the assets in the account". This
announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may
direct their investments to particular Sub-Accounts without being
treated as owners of the underlying assets." As of the date of
this Prospectus, no guidance has been issued.
The ownership rights under the Contract are similar to, but
different in certain respects from those described by the IRS in
rulings in which it was determined that contract owners were not
owners of separate account assets. These differences could result
in an owner being treated as the owner of a pro rata portion of the
assets of the Account. In addition, MBL Life does not know what
standards will be set forth, if any, in the regulations or rulings
which the Treasury Department has stated it expects to issue. MBL
Life therefore reserves the right to modify the Contract as
necessary to attempt to prevent an owner from being considered the
owner of a pro rata share of the assets of the Account.
<PAGE>
RETIREMENT PLANS
IN GENERAL. The Contract is designed for use with several
types of retirement plans. The tax rules applicable to
participants and beneficiaries in retirement plans vary according
to the type of plan and the terms and conditions of the plan.
Special favorable tax treatment may be available for certain types
of contributions and distributions. Adverse tax consequences may
result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and
minimum distribution rules; aggregate distributions in excess of a
specified annual amount; and in other specified circumstances. For
example, a 10% penalty generally will be imposed on the taxable
amount of withdrawals prior to age 59 1/2, subject to certain
exceptions.
MBL Life makes no attempt to provide more than general
information about use of the Contracts with the various types of
retirement plans. Owners and participants under retirement plans
as well as annuitants and beneficiaries are cautioned that the
rights of any person to any benefits under Contracts may be subject
to the terms and conditions of the plans themselves, regardless of
the terms and conditions of the Contracts issued in connection with
such a plan. The ultimate effect of federal income taxes on the
amounts held under a Contract, on annuity payments, and on the
economic benefit to the Contract owner, the annuitant, or the
beneficiary may depend on the tax status of the individual
concerned. Some retirement plans are subject to distribution and
other requirements that are not incorporated in the administration
of the Contracts. Owners are responsible for determining that
contributions, distributions and other transactions with respect to
the Contracts satisfy applicable law. Owners, participants and
beneficiaries should consult their legal counsel and tax advisor
regarding the use of the Contract under the retirement plan.
CORPORATE PENSION AND PROFIT-SHARING AND H.R. 10 PLANS. Code
Section 401(a) permits employers to establish various types of
retirement plans for employees, and permits self-employed
individuals to establish retirement plans for themselves and their
employees. These retirement plans may permit the purchase of the
contracts to accumulate retirement savings under the plans.
Adverse tax consequences to the plan, to the participant or to both
may result if this Contract is assigned or transferred to any
individual as a means to provide benefit payments.
SECTION 403(B) PLANS. Under Code Section 403(b), payments
made by public school systems and certain tax exempt organizations
to purchase annuity contracts for their employees are excludible
from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA
(Social Security) taxes and state income taxes.
Code Section 403(b)(11) restricts the distribution under Code
Section 403(b) annuity contracts of: (1) elective contributions
made in years beginning after December 31, 1988; (2) earnings on
those contributions; and (3) earnings in such years on amounts held
as of the last year beginning before January 1, 1989. Distribution
of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or
financial hardship. In addition, income attributable to elective
contributions may not be distributed in the case of hardship.
INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE
PENSION PLANS. Sections 219 and 408 of the Code permit eligible
individuals to contribute to an individual retirement program known
as an Individual Retirement Annuity or Individual Retirement
Account, each hereinafter referred to as an "IRA". IRAs are
subject to limitations on the amount that may be contributed and
deducted and the time when distributions may commence. Also,
distributions from certain other types of qualified plans may be
"rolled over" on a tax-deferred basis into an IRA. Employers may
establish Simplified Employee Pension (SEP) Plans to provide IRA
contributions on behalf of their employees. The sale of a Contract
for use with an IRA may be subject to special disclosure
requirements of the Internal Revenue Service. Purchasers of a
Contract for use with IRAs will be provided with supplemental
information required by the Internal Revenue Service or other
appropriate agency. Such purchasers will have the right to revoke
their purchase within seven days of the earlier of the
establishment of the IRA or their purchase.
DEFERRED COMPENSATION PLANS. Code Section 457 provides for
certain deferred compensation plans. These plans may be offered
with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain
affiliates of such entities, and tax exempt organizations. These
plans are subject to various restrictions on contributions and
distributions. The plans may permit participants to specify the
form of investment for their deferred compensation account. In
general, all investments are owned by the sponsoring employer and
are subject to the claims of the general creditors of the employer.
Depending on the terms of the particular plan, the employer may be
entitled to draw on deferred amounts for purposes unrelated to its
Section 457 plan obligations. In general, all amounts received
under a Section 457 plan are taxable and are subject to federal
income tax withholding as wages.
RESTRICTIONS UNDER QUALIFIED CONTRACTS. Other restrictions
with respect to the election, commencement, or distribution of
benefits may apply under Qualified Contracts or under the terms of
the plans in respect of which Qualified Contracts are issued.
TAXATION OF DISTRIBUTIONS
Section 72 of the Code governs taxation of distributions from
Section 401, 403(b) and 408 retirement plans in general. For this
purpose, the assignment, pledge, or agreement to assign or pledge
any portion of the Account Value or any portion of an interest in
the retirement plan generally will be treated as a distribution.
The taxable portion of a distribution (in the form of a single sum
payment or an annuity) is taxable as ordinary income.
In the case of a withdrawal, a ratable portion of the amount
received is taxable, generally based on the ratio of the
"investment in the contract" to the individual's total accrued
benefit under the retirement plan. The "investment in the
contract" generally equals the amount of any non-deductible
purchase payments paid by or on behalf of any individual. For a
Contract issued in connection with retirement plans, the
"investment in the contract" will most likely be zero. Special tax
rules may be available for certain withdrawals.
<PAGE>
Although the tax consequences may vary depending on the
annuity payment elected under the Contract, in general, only the
portion of the annuity payment that represents the amount by which
the Account Value exceeds the "investment in the contract" will be
taxed; after the "investment in the contract" is recovered, the
full amount of any additional Annuity payments is taxable. For
Variable Annuity payment, the taxable portion is generally
determined by an equation that establishes a specific dollar amount
of each payment that is not taxed. The dollar amount is determined
by dividing the "investment in the contract" by the total number of
expected periodic payments. However, the entire distribution will
be taxable once the recipient has recovered the dollar amount of
his or her "investment in the contract". For Fixed Annuity
payments, in general there is no tax on the portion of each payment
which represents the same ratio that the "investment in the
contract" bears to the total expected value of the Annuity payments
for the term of the payments; however, the remainder of each
Annuity payment is taxable. Once the "investment in the contract"
has been fully recovered, the full amount of any additional Annuity
payments is taxable. If Annuity payments cease as a result of an
Annuitant's death before full recovery of the "investment in the
contract", consult a competent tax advisor regarding deductibility
of the unrecovered amount.
Amounts may be distributed from the Contract because of the
death of a retirement plan participant. Generally, such amounts
are includible in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a
full surrender as described above, or (2) if distributed under an
Annuity Option, they are taxed in the same manner as Annuity
payments, as described above.
WITHHOLDING
Retirement distributions generally are subject to withholding
for the recipient's federal income tax liability at rates that vary
according to the type of distribution and the recipient's tax
status. Under certain circumstances recipients are provided the
opportunity to elect not to have tax withheld from distributions.
Certain distributions from Section 401(a) plans and Section 403(b)
annuities are subject to mandatory federal income tax withholding.
POSSIBLE CHANGES IN TAXATION
In past years, legislation has been proposed that would have
adversely modified the federal taxation of certain annuities. For
example, one such proposal would have changed the tax treatment of
non-qualified annuities that did not have "substantial life
contingencies" by taxing income as it is credited to the annuity.
Although as of the date of this Prospectus Congress is not actively
considering any legislation regarding the taxation of annuities,
there is always the possibility that the tax treatment of annuities
could change by legislation or other means (such as IRS
regulations, revenue rulings, judicial decisions, etc.). Moreover,
it is also possible that any change could be retroactive (that is,
effective prior to the date of the change).
<PAGE>
OTHER TAX CONSEQUENCES
As noted above, the foregoing discussion of the federal income
tax consequences is not exhaustive and special rules are provided
with respect to other tax situations not discussed in this
Prospectus. Further, the federal income tax consequences discussed
herein reflect MBL Life's understanding of the current law and the
law may change. Federal estate and gift tax consequences of
ownership or receipt of distributions under the Contract depend on
the individual circumstances of each Owner or recipient of a
distribution. A competent tax advisor should be consulted for
further information.
OTHER CONTRACT PROVISIONS
BENEFICIARY
The Participant may select a beneficiary to receive any
benefit at death, and may change the beneficiary by proper written
notice to MBL Life.
NON-ASSIGNABILITY
The right to benefits or payments under the Contract is
neither assignable nor subject to the claim of any creditor, except
as may be allowed under 457 Plans.
PORTABILITY
A Participant under a 403(b) Plan who becomes employed by a
new employer which is eligible under Section 403(b) of the Code may
enter into an annuity purchase agreement with the new employer, at
no additional charge, so that purchase payments will be continued
under the Contract by the new employer on behalf of the
Participant, if the Contract so provides and if MBL Life consents.
FAILURE OF PLAN TO QUALIFY
If a previously issued Qualified Plan fails to qualify under
the Code, MBL Life has the right, without prior notice to or
consent of the Contract Holder, to transfer to the Companion
Contract any amounts held in Variable Accumulation Accounts under
the Contract described in this Prospectus, on the basis of
equivalence as of the date of transfer. Thereafter, the Contract
shall be considered terminated. Proof of qualification may be
required by MBL Life.
DISCONTINUANCE
Purchase payments under a Contract will no longer be accepted
by MBL Life when any of the following events occurs:
(1) The Contract Holder so notifies MBL Life in writing.
(2) MBL Life so notifies the Contract Holder in writing after
an investment adviser other than First Priority is
selected for the Account. Such a notice would be sent to
all Contract Holders participating in the Account.
<PAGE>
(3) After receipt of an amendment or modification of the
Plan, MBL Life gives the Contract Holder written notice
that the effect of the amendment, in MBL Life's judgment
based on underwriting principles then in effect, might be
detrimental to MBL Life, and the Contract Holder and MBL
Life are unable to reach a mutual agreement within 30
days after the written notice. If discontinuance occurs
for this reason, the amendment will not be given effect
under the Contract.
Effective with any such discontinuance, no further purchase
payments will be accepted by MBL Life under the Contract and no
further transfers will be allowed between the Variable Accumulation
Account and the VCA-2 Contract. However, MBL Life will continue to
maintain the Participant's existing Variable Accumulation Accounts,
unless otherwise requested, as explained below under "Transfer to
New Funding Agency". Discontinuance of purchase payments will have
no effect on the rights of annuitants.
TRANSFER TO NEW FUNDING AGENCY
If MBL Life ceases to accept additional purchase payments, a
Contract Holder may designate a new funding agency to receive
amounts to be transferred in accordance with the following
paragraphs.
With respect to a 403(b) or IRA Plan, each Participant has the
right to direct MBL Life, by proper written request to cancel his
or her Variable Accumulation Account and transfer its dollar value
to a new funding agency. All such transfers will be made in the
aggregate and valued as of a single transfer date, which will be 90
days after receipt by MBL Life of the Contract Holder's notice.
With respect to a 401 or 457 Plan, the Contract Holder has the
right, with respect to all Participants, to direct MBL Life, by
proper written notice of the selection of a new funding agency, to
cancel each Participant's Variable Accumulation Account and
transfer such aggregate dollar value to the new funding agency.
The value of such accounts will be determined as of the day MBL
Life receives the Contract Holder's notice at its Home Office, or
any later transfer date specified in the notice.
For any Plan, the aggregate transfer payment will be paid
within seven days after the transfer date.
CHANGES IN CONTRACT
MBL Life has the right, subject to compliance with the
applicable law, to give written notice to the Contract Holder, at
least six months in advance, of a change to be effective on or
after the fifth Contract anniversary in any of the charges
specified in the Contract. Participants will be informed of any
such change.
Any such change which has an adverse effect on any Participant
will not apply to any amount credited to Variable Accumulation
Accounts before the effective date of such change, except that a
change in the risk charge may apply uniformly to all Variable
Accumulation Units, including those credited before the effective
date of the change (but not retroactively).
The Contract may also be changed in any other respect at any
time by an agreement between the Contract Holder and MBL Life, but
no such change will be made without the consent of the persons
entitled to receive benefits under the Contract, unless (1) the
change will have no adverse effect on their rights with respect to
the Variable Accumulation Account balance already credited, (2) the
change is required to comply with a law or governmental regulation
or (3) the Plan is a 457 Plan. Such persons will be informed of
any such change which materially affects their rights.
OTHER CHANGES
MBL Life reserves the right, subject to compliance with the
law as currently applicable or subsequently changed, (1) to
discontinue submitting certain matters for approval by persons
having voting rights under the Contracts, (2) to fund additional
classes of contracts through the Account, (3) to transfer assets,
determined by MBL Life, to be assigned to the class of contracts to
which the Contracts belong, from the Account to another separate
account by withdrawing the same percentage of each investment in
the Account, with appropriate adjustments to avoid odd lots and
fractions, (4) to operate the Account as another form of registered
investment company or unregistered entity, and (5) to change the
investment policies described in this Prospectus.
TABLE OF CONTENTS
STATEMENT OF ADDITIONAL INFORMATION Page
General Information and History . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . 2
Commercial Paper and Bond Ratings . . . . . . . . 4
Management of the Account . . . . . . . . . . . . 5
Investment Advisory and Other Services . . . . . 7
Purchase and Pricing of Securities . . . . . . . 10
Calculation of Performance Data . . . . . . . . . 11
Additional Information . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . 13
<PAGE>
MBL VARIABLE CONTRACT ACCOUNT - 7
OFFERED BY
MBL LIFE ASSURANCE CORPORATION
520 Broad Street
Newark, New Jersey 07102-3111
(201) 481-8564
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
INVESTMENT ADVISER
FIRST PRIORITY INVESTMENT CORPORATION
520 Broad Street
Newark, New Jersey 07102-3111
1-800-559-5535
PRINCIPAL UNDERWRITER
FIRST PRIORITY INVESTMENT CORPORATION
520 Broad Street
Newark, New Jersey 07102-3111
1-800-559-5535
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
<PAGE>
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
Business Reply Mail
First Class Permit No.
Newark, NJ
Postage will be paid by Addressee
MBL Life Assurance Corporation
Pension and Investment Products
520 Broad Street - A10N
Newark, New Jersey 07102-3111
Attn: MBL Variable Contract Account-7
-------------------------------------------------------
Please send the current Statement of Additional Information for
MBL VARIABLE CONTRACT ACCOUNT-7 to:
_______________________________________________________________
Name
_______________________________________________________________
Street
_______________________________________________________________
City State Zip
<PAGE>
MBL VARIABLE CONTRACT ACCOUNT-7
MBL LIFE ASSURANCE CORPORATION
STATEMENT OF ADDITIONAL INFORMATION
April 23, 1996
This Statement of Additional Information is not a prospectus
but has been incorporated by reference into, and must be read in
conjunction with, the Prospectus of MBL Variable Contract Account-7
dated April 23, 1996. Terms not defined in this Statement of
Additional Information shall have the same meaning given to them in
the incorporated Prospectus. A copy of the Prospectus may be
obtained from Pension and Investment Products, MBL Life Assurance
Corporation, 520 Broad Street, Newark, New Jersey 07102-3111,
Attn: MBL VARIABLE CONTRACT ACCOUNT-7, telephone number 1-800-
435-3191.
TABLE OF CONTENTS
Cross Reference to
Page Page in Prospectus
General Information and
History . . . . . . . . 2 5, 10
Investment Restrictions. . . 2 15
Commercial Paper and Bond
Ratings . . . . . . . . 4 12, 13
Management of the Account. . 5 22
Investment Advisory and
Other Services
Advisory and Management
Services . . . . . . . 7 5, 16, 22,
Distribution Services. . . 8 5
Portfolio Transactions . . 8 -----
Purchase and Pricing of
Securities
Purchase . . . . . . . . . 10 8, 16,
Pricing. . . . . . . . . . 10 16
Calculation of Performance
Data . . . . . . . . . 11 7
Additional Information . . . 12 -----
Financial Statements . . . . 12 7
<PAGE>
GENERAL INFORMATION AND HISTORY
The business history of MBL Variable Contract Account-7 (the
"Account") (previously known as Mutual Benefit Variable Contract
Account-7), is described in its Prospectus.
The sponsoring insurance company, MBL Life Assurance
Corporation ("MBL Life"), is a stock life insurance company and the
surviving entity in the Rehabilitation of Mutual Benefit Life
Insurance Company ("Mutual Benefit Life").
On July 16, 1991, the Superior Court of New Jersey ("Court")
entered an Order ("Order") appointing the Commissioner of the State
of New Jersey as Rehabilitator of Mutual Benefit Life, thereby
granting the Rehabilitator immediate exclusive possession and
control of, and title to, the business and assets of Mutual Benefit
Life, including those of the Account. As a separate account, the
assets and liabilities of the Account were maintained separate and
apart from Mutual Benefit Life's other assets and liabilities.
In view of the terms and conditions of the Order, on July 16,
1991, Mutual Benefit Life, on behalf of the Account, immediately
ceased acceptance of applications for new Contracts and additional
purchase payments under existing Contracts. Transfers to and from
the Account were temporarily suspended. Payments upon the death of
the Participant continued to be made to the beneficiary.
In accordance with the Rehabilitation Plan of Mutual Benefit
Life, as approved by the Court on January 28, 1994, substantially
all of the assets and certain liabilities, including all insurance
liabilities, of Mutual Benefit Life were transferred to MBL Life on
April 29, 1994 (the "Transfer"). In addition, the assets and
liabilities of the Account were transferred to a new separate
account of MBL Life.
As of January 2, 1996, Participants under the Long Island
Jewish Medical Center 403(b) Plan, New Hyde Park, New York, the
largest Contract Holder of the Account, owned 42.79% of the
outstanding Variable Accumulation Units of the Account;
Participants under the New York Hospital 403(b) Plan, New York, New
York, owned 10.38% of the outstanding Variable Accumulation Units
of the Account.
INVESTMENT RESTRICTIONS
The Account is subject to the following investment
restrictions in addition to those described in the Prospectus.
These restrictions are considered fundamental policies and cannot
be changed without the approval of the Contract Holders of a
majority (as defined in the Investment Company Act of 1940) of the
outstanding Variable Accumulation Units of the Account. The
Account may not:
<PAGE>
1. purchase securities other than those in which the
Account is authorized to invest, as set forth under
"Investment Objective and Policies" in the
Prospectus;
2. borrow money in excess of 5% of its total assets
taken at cost, and then only from banks as a
temporary measure for extraordinary or emergency
purposes, such as to facilitate redemption requests
which might otherwise require untimely dispositions
of portfolio securities; the Account will not
borrow to increase income (leveraging), provided
however, that this restriction shall not apply to
reverse repurchase agreements (see Prospectus,
"Investment Restrictions");
3. make loans, except by the purchase of obligations
in which the Account may invest; provided, however,
that this restriction shall not apply to repurchase
agreements (see Prospectus, "Investment
Restrictions");
4. invest more than 5% of the value of the Account's
total assets in the securities of any one issuer;
5. write, or invest in, put, call, straddle, or spread
options or invest in interests in oil, gas or other
mineral exploration or development programs;
6. purchase securities on margin or sell any
securities short;
7. invest more than 5% of the value of its total
assets in the securities of companies having a
record of less than three years continuous
operations, including the operations of any
predecessor, but this limitation does not apply to
securities issued or guaranteed as to interest and
principal by agencies or instrumentalities of the
United States Government; but does apply to
investments in securities of agencies and
instrumentalities of the United States Government
which are only supported by their own credit or
right to borrow from the United States Treasury;
8. underwrite the securities of other issuers or
purchase securities subject to restrictions on
disposition under the Securities Act of 1933 (so-
called "restricted securities");
9. purchase securities which are not freely
marketable, except under repurchase agreements and
master demand notes;
<PAGE>
10. invest in real estate, real estate investment trust
securities, commodities, or commodity contracts;
however, the Account may buy commercial paper
issued by companies which invest in real estate or
interests therein;
11. invest in companies for the purpose of exercising
control;
12. purchase equity securities, voting securities, or
local or state government securities; or
13. invest in securities of other investment companies;
except as they may be acquired as part of a merger,
consolidation or acquisition of assets.
With respect to Investment Restriction 4. above, the Account,
as a matter of operating policy, may invest more than 5% of the
value of its total assets in U.S. Government Securities and
repurchase agreements that are fully collateralized by U.S.
Government Securities. As a matter of operating policy, the
Account will not invest more than (i) the greater of 1% of its
total assets or $1,000,000 in Second Tier Securities (as defined in
Rule 2a-7 under the 1940 Act) of a single issuer and (ii) 5% of the
Account's total assets, when acquired, in Second Tier Securities.
NEW JERSEY INSURANCE LAW REQUIREMENTS
The Account limits its investments in accordance with the
provisions of the New Jersey Insurance Law that govern the separate
account operations of a New Jersey life insurance company.
Investments will be made in accordance with the insurance law
in effect at the time. In general, a separate account may only
make investments that an insurance company's general account is
permitted to make. However, an investment not otherwise eligible
under these limitations may be made if, after giving effect to the
investment, the total cost of such non-eligible investment does not
exceed 5% of the total assets of the Account. Investments in the
assets of foreign issuers may not exceed 10% of the total admitted
assets of the Account. Additionally, New Jersey Insurance Law
provides that securities of any one institution may not exceed 5%
of the total admitted assets of the insurer including those assets
of the insurer's separate accounts. An investment opportunity,
therefore, may be postponed if a purchase would cause the combined
holdings to exceed this 5% limit.
COMMERCIAL PAPER and BOND RATINGS
A-1 AND PRIME-1 COMMERCIAL PAPER RATINGS
A commercial paper rating of A-1 by Standard & Poor's implies
that an issue has the following characteristics: liquidity ratios
are adequate to meet cash requirements; long-term senior debt is
rated "A" or better; the issuer has access to at least two
additional channels of borrowing; basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances;
typically, the issuer's industry is well established and the issuer
has a strong position within the industry; and the reliability and
quality of management are unquestioned. The relative strength or
weakness of the above factors determine whether the issuer's
commercial paper is A-1, A-2, or A-3.
The rating Prime-1 is the highest commercial paper rating
assigned by Moody's. Among the factors considered by Moody's in
assigning ratings are the following: evaluation of the issuer's
industry or industries and the appraisal of speculative-type risks
which may be inherent in certain areas; evaluation of the issuer's
products in relation to competition and customer acceptance;
liquidity; amount and quality of long-term debt; trend of earnings
over a period of ten years; financial strength of a parent company
and the relationships which exist with the issuer; and, recognition
by the management of obligations which may be present or may arise
as a result of public interest questions and preparations to meet
such obligations. These factors determine whether an issuer's
commercial paper is rated Prime-1, Prime-2, or Prime-3.
AA AND AA BOND RATINGS
Bonds rated AA by Standard & Poor's are judged by them to be
high-grade obligations, and in the majority of instances differ
only in small degrees from issues rated AAA. Bonds rated AAA are
considered by Standard & Poor's to be the highest grade obligations
and possess the ultimate degree of protection as to principal and
interest. Bonds rated Aa by Moody's are judged to be of high
quality by all standards. Together with the Aaa group, they
comprise what are generally known as high-grade bonds. They are
rated lower than Aaa bonds because margins of protection may not be
as large or fluctuations of protective elements may be of greater
amplitude or there may be other elements present which made the
long-term risks appear somewhat larger.
MANAGEMENT OF THE ACCOUNT
The Account is managed by a Management Committee in accordance
with the Rules and Regulations adopted by the Management Committee.
The Chairman, Members, and Secretary of the Management Committee,
together with a brief description of their principal occupations
during the past five years, are as follows:
<PAGE>
* Gordon Boyd, Member
P.O. Box 234, Convent Station, New Jersey 07961
Former Treasurer, Mutual Benefit Life prior to March 1983.
Joseph Lindner, Jr., M.D., Member
31 Old Fort Drive, Hilton Head Island, SC 29926
President, J. Lindner, Inc. since 1991; Vice President,
Brissenden, McFarland, Wagoner & Fuccella, Inc. prior to 1991.
+ Jerome M. Scheckman, Member
P.O. Box 807, Plandome, New York 11030
Formerly Consultant and Managing Director, Salomon
Brothers, Inc.; Member of the Corporation, Babson
College; Member of the Auxillary Board, Mt. Sinai
Hospital; Member of the Business Advisory Counsel,
Alfred University.
** David A. James, Member and Chairman
520 Broad Street, Newark, New Jersey 07102-3111
Senior Vice President - Securities Investments, MBL Life.
** William G. Clark, Member
520 Broad Street, Newark, New Jersey 07102-3111.
Senior Vice President - Pension and Investment Products,
MBL Life since 1995, prior thereto Vice President - Group
Pension Operations; Director and President, First Priority
Investment Corporation since 1993.
+ ** Judith C. Keilp, Secretary of the Committee
520 Broad Street, Newark, New Jersey 07102-3111
Counsel, MBL Life since 1993, prior thereto
Associate Counsel, Mutual Benefit Life since
1990; Vice President and Secretary of First Priority
Investment Corporation since 1993.
+ ** Albert W. Leier, Assistant Secretary of the Committee
520 Broad Street, Newark, New Jersey 07102-3184
Vice President, Controller, MBL Life; Vice President and
Treasurer of First Priority Investment Corporation since
1993.
____________________________
* Mr. Boyd has informed the Account that his duties as Treasurer
of Mutual Benefit Life did not relate to investment companies or
services provided by Mutual Benefit Life to investment companies
and that he currently receives from Mutual Benefit Life only vested
retirement plan benefits.
+ These persons hold similar positions with MBL Growth Fund, Inc.,
MAP-Government Fund, Inc. and MAP-Equity Fund.
** Interested persons of the Account. Prior to May 1, 1994 each
officer named above maintained a similar position and/or title with
Mutual Benefit Life that he or she now holds with MBL Life.
<PAGE>
The Account paid no remuneration to Members who also served as
officers or employees of MBL Life, Mutual Benefit Life, the
investment adviser or the distributor. An annual retainer of
$1,200 and a fee of $400 for every meeting attended are paid to
"disinterested" Members. Aggregate compensation of such Members by
the Account during 1995 is shown below. These amounts are paid
from the expense charges.
<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Estimated
Aggregate Accrued as Annual Total Compensation
Compensation part of Benefits from Account and
Name of Person from Account upon Account Complex
Position Account Expenses Retirement Paid to Members
<S> <C> <C> <C> <C>
Gordon Boyd $2,800 -0- -0- $ 2,800
Committee Member
Joseph Lindner, Jr., $2,400 -0- -0- $ 2,400
Committee Member
Jerome M. Scheckman, $2,800 -0- -0- $10,300
Committee Member
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
Advisory and Management Services
First Priority Investment Corporation ("First Priority"), a
wholly-owned indirect subsidiary of MBL Life and a New Jersey
corporation incorporated in 1993, provides the Account with
investment advisory and management services, including investment
recommendations based on a continued study of the general economy
and specific industries and companies, placement of orders for the
purchase and sale of investment securities, office space, all
necessary office facilities, all personnel reasonably necessary for
the Account's operations and ordinary clerical services.
In this connection First Priority has entered into a separate
Service Agreement with MBL Life and the Account under which MBL
Life will furnish, through its Securities Investment Division, on
a cost reimbursement basis, investment advisory and other
personnel, research and statistical facilities, and services
required by First Priority in connection with its performance under
the Investment Advisory Agreement. The Investment Advisory
Agreement and Service Agreement among the Account, MBL Life and
First Priority were last approved by the Account's Management
Committee on March 13, 1996. These Agreements were approved by
Contract Holders on April 12, 1995.
Each Agreement will continue from year to year, provided that
such continuance is approved at least annually: (a) by the vote, at
a meeting, of a majority of the Management Committee members who
are not parties to the Agreements or interested persons (as defined
in the Investment Company Act of 1940) of such parties and (b) by
the Account's Management Committee or by the vote of Contract
Holders. Each Agreement may be terminated at any time by any party
on written notice of not more than 60 days, nor less than 30 days,
and automatically terminates in the event of assignment.
For the investment advisory services of First Priority, the
Account has agreed to pay a periodic fee at the annual rate of .40%
of the first $300,000,000 of the Account's average daily net
assets, .35% of the next $400,000,000 of the Account's average
daily net assets and .30% of the Account's average daily net assets
in excess of $700,000,000. Absent the assumption by MBL Life of
the advisory fee, described below, the fee would be reflected in
the unit value computation, accrued daily and paid quarterly.
Prior to the Transfer, Mutual Benefit Life assumed payment of
the investment advisory service fee. MBL Life will continue to
assume payment of the fee for additional one-year periods, but
reserves the right to cease assumption of payment of the fee at the
expiration of any one-year period. The assumption of payment of
this fee by MBL Life was extended again in 1996 for an additional
one-year period.
During 1993, and from January 1, 1994 through April 30, 1994,
Green Hill Financial Service Corporation ("Green Hill"), the
Account's previous investment adviser and distributor, received
advisory fees from Mutual Benefit Life, pursuant to its agreement,
of $10,840, and $3,168. respectively. No reimbursement was made to
Mutual Benefit Life under the Service Agreement. From May 1, 1994
through December 31, 1994, and for 1995, First Priority received
advisory fees from MBL Life, pursuant to its agreement, of $5,945
and $8,536 respectively. No reimbursement was made to MBL Life
under the Service Agreement.
DISTRIBUTION SERVICES
First Priority is also the Account's distributor. First
Priority is a registered broker-dealer under the Securities
Exchange Act of 1934, and a member of the National Association of
Securities Dealers, Inc.
First Priority serves as exclusive distributor of the Account
under a Sales Agreement which is subject to the same annual renewal
requirements and termination provisions as the Investment Advisory
Agreement and Service Agreement. No new Contracts will be offered;
however, additional purchase payments will be accepted under
existing Contracts. First Priority will not receive fees or
commissions as distributor for the Account. Pursuant to the
Agreement, MBL Life will pay all expenses incurred in the Account's
operation, except as indicated below, including interest charges,
taxes and governmental fees attributable to transactions for the
Account, and all other applicable taxes arising out of the
investment operations of the Account, including income and capital
gains taxes, if any, certain expenses of issue, sale, or
redemption, charges of custodians (for custodial, bookkeeping and
daily pricing services), administrative costs, and costs of
auditing and legal services. Investment advisory fees and
brokerage commissions or fees relating to securities transactions
are paid by the Account.
The Sales Agreement was last approved on March 13, 1996 by the
Members of the Account's Management Committee who are not
interested persons (as defined in the Investment Company Act of
1940) of the Account or of First Priority and who have no financial
interest in the operation of the Sales Agreement. The Sales
Agreement will continue from year to year, provided the Management
Committee, including Members who are not interested persons,
approve such continuance annually.
PORTFOLIO TRANSACTIONS
First Priority makes decisions as to buying and selling
investment securities for the Account, subject to supervision by
the Account's Management Committee. The Account's portfolio
securities normally will be purchased on a principal basis directly
from issuers, underwriters or dealers. Accordingly, minimal
brokerage charges and mark-ups, if any, are expected to be paid by
the Account on its portfolio transactions. Purchases from an
underwriter generally include a commission or concession paid by
the issuer, and transactions with dealers usually include a
dealer's mark-up. During 1993, 1994 and 1995, no brokerage
commissions were incurred on behalf of the Account.
In placing orders for the purchase and sale of the Account's
investment securities, First Priority seeks the best execution at
the most favorable price, considering all of the circumstances.
First Priority does not pay for research or other services through
the use of concessions or mark-ups charged by underwriters or
dealers in a principal (including riskless principal) capacity.
Both the relatively low level of assets in the Account and the
Account's investment objective and policies serve to limit the
Account to investment in United States government securities and
commercial paper with maturities of less than one year. To
accomplish the necessary portfolio transactions thereby, First
Priority, through its Service Agreement with MBL Life, has access
to financial statements of those issuers, brokers and dealers with
which the Account executes portfolio transactions. In addition, at
no cost to First Priority or the Account, First Priority has access
to a variety of publications which monitor the financial condition
of issuers, brokers and dealers, thereby enabling a review of each
individually. During the past year, no transactions occurred in
which furnishing of research was a factor in the selection of
dealers. No payment was allocated for any products or services
providing a research or non-research function. First Priority does
not "pay up" for research in principal transactions.
Securities purchased for the portfolio of the Account are not
normally made contemporaneously with purchases for other accounts
managed by First Priority or MBL Life. In light of the Service
Agreement among First Priority, MBL Life, and the Account, under
which MBL Life furnishes, through its Securities Investment
Division, investment advisory and other personnel, research and
statistical facilities, and services required by First Priority in
connection with its performance under the Investment Advisory
Agreement, such investment advisory personnel serve as advisers to
the MBL Life general account and other accounts that may or may not
be registered investment companies. Securities of the same issuer
may be included, from time to time, in the portfolio of the Account
and the portfolios of these other entities where it is consistent
with their respective investment objectives. Because of the
difficulty in purchasing commercial paper in small sizes, when
commercial paper is bought in large denominations for the general
portfolio of MBL Life, First Priority will from time to time
request the seller to issue the commercial paper in smaller
denominations for the Account, but at a higher rate as if it were
purchased in the larger denomination. Not all sellers provide this
service. As of December 31, 1995, the Account was almost fully
invested in government securities with a small amount of cash on
hand to meet redemptions,
Bankers Trust Company New Jersey Limited, 34 Exchange Place,
Jersey City, New Jersey 07302, is the Custodian of the portfolio
securities of the Account. Due to the nature and duration of
securities purchased by Adviser for the Account, most of the
securities purchased are held by the Depository Trust Company or
through the Book-Entry System of the Federal Reserve Bank.
PURCHASE AND PRICING OF SECURITIES
PURCHASE
Sales of new Contracts ceased July 16, 1991. MBL Life will
not resume sales of new Contracts.
A description of the flexible purchase payment arrangements is
described in the Account's Prospectus under "Accumulation Account-
Purchase Payments".
PRICING
Net Purchase Payments are allocated to a Participant's
Variable Accumulation Account under the Contract and are applied to
purchase Variable Accumulation Units. The method of calculating
the Variable Accumulation Unit and the Net Investment Factor is
described in the Account's Prospectus, "Accumulation Account-
Variable Accumulation Account", and may be illustrated by the
following hypothetical example.
Assume that July 1st and July 2nd of some year are both
valuation dates and that the value of the Account as of the close
of regular trading on the New York Stock Exchange on July 1 was
$2,000,000 and the Variable Accumulation Unit value was $10.291111.
Also, assume that on July 2 there was investment income of $600, no
realized or unrealized capital gains, and the daily charge for
expenses and expense risk and investment management was $40. The
Variable Accumulation Unit value for July 2nd would be determined
as follows:
<PAGE>
(a) Account value at close of day, July 1 $2,000,000
(b) Variable Accumulation Unit value for July 1 $10.291111
(c) Investment Income, July 2 $ 600
(d) Realized and unrealized capital gains, July 2 $ 0
(e) Daily accrual for expenses and expense
risk charge and investment advisory fee *** $ 40
(f) Account value at close of day, July 2,
excluding any new purchase payments or
redemption (a) + (c) + (d) - (e) $2,000,560
(g) Net Investment Factor (f) divided by (a) $1.0002800
(h) Variable Accumulation Unit value for
July 2 (b) x (g) $10.293992
The Variable Accumulation Unit is calculated as of the end of each
valuation date, which is a day when the New York Stock Exchange is
open for trading. The New York Stock Exchange is normally closed
on the following days: New Year's Day (January 1), Washington's
Birthday (third Monday in February), Good Friday (a variable date
between March 20 and April 23, both inclusive), Memorial Day (last
Monday in May), Independence Day (July 4), Labor Day (first Monday
in September), Election Day (first Tuesday following first Monday
in November), Thanksgiving Day (fourth Thursday in November), and
Christmas Day (December 25). In the event that any of the holidays
falls on Sunday, it is regularly observed on the following Monday.
CALCULATION OF PERFORMANCE DATA
The Account's yield is its investment income, less expenses,
expressed as a percentage of assets on an annualized basis for a
specified period. The yield is expressed as a current annualized
yield and as a compounded effective yield. From time to time, it
may be quoted in sales literature, advertisements and reports.
The yield is computed by determining the net change, exclusive
of capital changes, in the value of a hypothetical pre-existing
account having a balance of one Accumulation Unit of the Account at
the beginning of the period, and dividing the difference by the
value of the Account at the beginning of the base period to obtain
the base period return, and then multiplying the base period return
by (365/7) with the resulting yield figure carried to at least the
nearest hundredth of one percent.
______________________________
*** Prior to the Transfer, Mutual Benefit Life ceased assessment of
the expense and expense risk charge and assumed payment of the
investment advisory fee. MBL Life has voluntarily continued to
waive the expense and expense risk charge and to assume payment of
the investment advisory fee for an additional one-year period, but
reserves the right to reinstate assessment of the expense and
expense risk charge and cease assumption of payment of the
investment advisory fee at the expiration of such period.
<PAGE>
The effective yield is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-
existing Account having a balance of one Accumulation Unit of the
Account at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from Participant Accounts, and
dividing the difference by the value of the Account at the
beginning of the base period to obtain the base period return, and
then compounding the base period return by adding 1, raising the
sum to a power equal to 365 divided by 7, and subtracting 1 from
the result, according to the following formula:
EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1) *(365/7)] - 1;
with the resulting effective yield figure carried to at least the
nearest hundredth of one percent. The effective yield assumes that
any income earned by an investment is reinvested in the Account.
The effective yield is slightly higher than the yield because of
the compounding effect of this assumed reinvestment.
The yield and effective yield illustrated do not include an
expense charge and expense risk charge at an annual rate of 0.35%
and 0.02%, respectively, of the Account's assets, premium taxes of
up to 3.5% in those jurisdictions which apply such a tax, and an
investment advisory fee at the annual rate of .40% of the first
$300,000,000 of the Account's average daily net assets, .35% of the
next $400,000,000 of the Account's average daily net assets and
.30% of the Account's average daily net assets in excess of
$700,000,000. There are no sales charges or redemption charges
incurred upon a partial or total redemption from the Account. Such
charges and fees, if included, would reduce the yield and effective
yield.
Prior to the Transfer, Mutual Benefit Life ceased assessment
of expense and expense risk charges against the Account's assets
and assumed payment of the investment advisory fee. MBL Life has
stated that it will continue to assume payment of the investment
advisory fee for additional one-year periods, but reserves the
right to reinstate the assessment of the expenses and expense risk
charge and cease assumption of payment of the investment advisory
fee at the expiration of any waiver period.
Although the calculation of yield does not recognize any
realized or unrealized gains or losses on the Account's
investments, the dividends paid during a period will include any
realized gains or losses and, therefore, may not be the same on an
annualized basis as the yield. (See the Prospectus, "Performance
Related Information".)
For the seven-day period ended December 29, 1995, the
Account's "yield" was 4.99% and its "effective yield" was 5.11%.
ADDITIONAL INFORMATION
This Statement of Additional Information, and the Prospectus
to which it relates, omit some information contained in the
registration statement filed with the Securities and Exchange
Commission, Washington, D. C. Copies of such information may be
obtained from the Commission upon payment of the prescribed fees.
FINANCIAL STATEMENTS
The Account incorporates by reference into this Statement of
Additional Information its Audited Financial Statements, including
the Financial Highlights, and the Report of Independent Accountants
thereon contained in the 1995 Audited Financial Statements.
The following financial statements relate to the financial
position and operations of MBL Life. MBL Life's financial
statements should be considered by Contract Holders only as bearing
upon the ability of MBL Life to meet its obligations under the
Contract.
Copies of the Account's financial statements are mailed to
each Contract Holder and Participant semiannually. The Account's
annual financial statements are audited by a firm of independent
accountants. The firm of Coopers & Lybrand L.L.P. has been
selected to audit the Account's financial statements for the
current fiscal year. The Account will furnish, without charge, an
additional copy of the Account's Audited Financial Statements
(including the accountants report thereon) upon request made to:
Pension and Investment Products, MBL Life Assurance Corporation,
520 Broad Street, Newark, New Jersey 07102-3111, Attn: MBL VARIABLE
CONTRACT ACCOUNT-7, telephone number 1-800-435-3191.
