<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1996
REGISTRATION NO. 33-
811-5338
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [_]
POST-EFFECTIVE AMENDMENT NO. [_]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 17 [X]
THE NEW ENGLAND VARIABLE ACCOUNT
(EXACT NAME OF REGISTRANT)
METROPOLITAN LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
ONE MADISON AVENUE, NEW YORK, NEW YORK 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
DEPOSITOR'S TELEPHONE NUMBER: (212) 578-5364
NAME AND ADDRESS OF AGENT FOR SERVICE: COPY TO:
Gary A. Beller, Esq. Stephen E. Roth, Esquire
Metropolitan Life Insurance Company Sutherland, Asbill & Brennan
One Madison Avenue 1275 Pennsylvania Avenue, N.W.
New York, New York 10010 Washington, D.C. 20004-2404
APPROXIMATE DATE OF THE PROPOSED PUBLIC OFFERING:
As soon as practicable after effectiveness of the Registration Statement.
TITLE OF SECURITIES BEING REGISTERED:
Interest in a separate account under individual flexible premium deferred
variable annuity contracts.
DECLARATION PURSUANT TO RULE 24F-2
An indefinite amount of securities is being registered under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. A
filing fee of $500 is being paid with this filing of the initial registration
statement.
----------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), shall determine.
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<PAGE>
CROSS REFERENCE SHEETS
Between information contained in the Prospectus and Statement of Additional
Information and the Required Items of Form N-4.
<TABLE>
<CAPTION>
FORM N-4 CAPTION IN STATEMENT OF
ITEM NO. CAPTION IN PROSPECTUS ADDITIONAL INFORMATION
-------- --------------------- -----------------------
<C> <S> <C>
1 Cover Page
2 Glossary of Special Terms used in
this Prospectus
3 Highlights; Expense Table
4 Accumulation Unit Values
5 The Company; The Variable
Account; Investments of the
Variable Account-New England
Zenith Fund; Investments of the
Variable Account-Variable
Insurance Products Fund;
Administration Charges,
Contingent Deferred Sales Charge
and Other Deductions; Voting
Rights
6 Administrative Charges,
Contingent Deferred Sales Charge
and Other Deductions
7 The Contracts; Investments of the
Variable Account- Substitution of
Investments; Annuity Payments;
The Fixed Account; Guaranteed
Option
8 Annuity Payments; Amount of
Variable Annuity Payments
9 The Contracts
10 The Contracts; Cover Page Net Investment Factor
11 The Contracts-Loan Provision for
Certain Tax-Benefited Retirement
Plans
12 Retirement Plans Offering Federal
Tax Benefits; Federal Income Tax
Status-Taxation of the Contracts
13 Inapplicable
14 Table of Contents of Statement of
Additional Information
15 Cover Page
16 Table of Contents
17 History
18 Services Relating to the Variable
Account and the Contracts
19 Administration Charges,
Contingent Deferred Sales Charge
and Other Deductions
20 Services Relating to the Variable
Account and the Contracts
21(b) Calculation of Performance Data
22 Annuity Payments
23 Financial Statements
</TABLE>
<PAGE>
ZENITH ACCUMULATOR
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY
METROPOLITAN LIFE INSURANCE COMPANY
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010
DESIGNATED OFFICE:
NEW ENGLAND LIFE INSURANCE COMPANY
501 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 578-2000
This prospectus offers individual flexible and single purchase payment
variable annuity contracts (the "Contracts") that are currently intended for
individual use, for use with certain retirement plans that qualify for tax
benefited treatment under the Internal Revenue Code (the "Code"), and for use
with plans and trusts not qualifying under the Code for tax benefited
treatment. The Contracts are no longer being offered for use with Section
403(b) plans subject to ERISA and are only available on a limited basis to
Section 401(k) plans. See "Retirement Plans Offering Federal Tax Benefits" for
more information. This prospectus also describes Contracts originally issued by
New England Mutual Life Insurance Company ("The New England") that have become
Contracts of Metropolitan Life Insurance Company ("MetLife" or the "Company")
as a result of the merger of The New England with and into the Company, with
the Company surviving. All purchase payments made under the Contracts may be
allocated to The New England Variable Account (the "Variable Account"), a
separate investment account of the Company.
Assets of the Variable Account are invested in shares of certain Series of
the New England Zenith Fund and certain portfolios of the Variable Insurance
Products Fund (collectively, the "Eligible Funds"). See "Investments of the
Variable Account." The owner of a Contract chooses the Eligible Fund(s) in
which the purchase payments are invested and may change the Eligible Fund(s)
selected at any time. Any one or a combination of the following Eligible Funds
may be selected:
Loomis Sayles Loomis Sayles Salomon Brothers
Small Cap Avanti Growth Strategic Bond
Series Series Opportunities
Davis Venture Series
Draycott Value Series Back Bay Advisors
International Westpeak Growth Bond Income Series
Equity Series and Income Salomon Brothers
Series U.S. Government
Overseas Series
Portfolio Equity-Income
Portfolio Back Bay Advisors
Alger Equity Money Market Series
Growth Series Loomis Sayles
Balanced Series
Capital Growth
Series
A Fixed Account option is also available in states that have approved this
option. (See "The Fixed Account" for more information.) Special limits apply to
-----------------------
transfers of Contract Value to and from the Fixed Account.
- ---------------------------------------------------------
This prospectus sets forth concisely the information about the Contracts that
a prospective investor ought to know before investing. The prospectus should be
read carefully and retained for future reference.
Certain additional information about the Contracts is contained in a
Statement of Additional Information dated August 30, 1996, as it may be
supplemented from time to time, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Table of
Contents of the Statement of Additional Information appears on page A-43 of
this prospectus. The Statement of Additional Information is available without
charge and may be obtained by writing to New England Securities Corporation
("New England Securities"), 399 Boylston St., Boston, Massachusetts 02116.
New England Securities, an indirect subsidiary of the Company, serves as
principal underwriter for the Variable Account.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 30, 1996.
THIS PROSPECTUS IS NOT VALID UNLESS IT IS ACCOMPANIED OR PRECEDED BY CURRENT
PROSPECTUSES FOR THE NEW ENGLAND ZENITH FUND AND THE VARIABLE INSURANCE
PRODUCTS FUND. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
AN INVESTMENT IN THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR
GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
<PAGE>
TABLE OF CONTENTS
OF
THE PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS......................... A- 4
HIGHLIGHTS................................................................ A- 5
EXPENSE TABLE............................................................. A- 7
ACCUMULATION UNIT VALUES.................................................. A-12
HOW THE CONTRACT WORKS.................................................... A-14
THE COMPANY............................................................... A-15
THE VARIABLE ACCOUNT...................................................... A-15
INVESTMENTS OF THE VARIABLE ACCOUNT....................................... A-15
New England Zenith Fund............................................... A-15
Variable Insurance Products Fund...................................... A-17
Investment Advice..................................................... A-17
Substitution of Investments........................................... A-18
GUARANTEED OPTION......................................................... A-18
THE CONTRACTS............................................................. A-18
Purchase Payments..................................................... A-18
Allocation of Purchase Payments....................................... A-19
Contract Value and Accumulation Unit Value............................ A-19
Payment on Death Prior to Annuitization .............................. A-20
Transfer Privilege.................................................... A-22
Dollar Cost Averaging................................................. A-22
Surrenders............................................................ A-22
Systematic Withdrawals................................................ A-23
Loan Provision for Certain Tax Benefited Retirement Plans............. A-23
Disability Benefit Rider.............................................. A-25
Suspension of Payments................................................ A-25
Ownership Rights...................................................... A-25
Requests and Elections................................................ A-26
Ten Day Right to Review............................................... A-26
ADMINISTRATION CHARGES, CONTINGENT DEFERRED SALES CHARGE AND OTHER
DEDUCTIONS............................................................... A-26
Administration Charges................................................ A-26
Mortality and Expense Risk Charge..................................... A-27
Contingent Deferred Sales Charge...................................... A-27
Premium Tax Charges................................................... A-29
Other Expenses........................................................ A-29
Charges Under Contracts Purchased by Exchanging a Fund I or Preference
Contract............................................................. A-29
ANNUITY PAYMENTS.......................................................... A-30
Election of Annuity................................................... A-30
Annuity Options....................................................... A-30
AMOUNT OF VARIABLE ANNUITY PAYMENTS....................................... A-31
Minimum Annuity Payments.............................................. A-32
Proof of Age, Sex and Survival........................................ A-32
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS............................ A-32
FEDERAL INCOME TAX STATUS................................................. A-33
Tax Status of the Company and the Variable Account.................... A-33
Taxation of the Contracts............................................. A-33
Special Rules for Annuities Purchased for Annuitants Under Retirement
Plans Qualifying for Tax Benefited Treatment......................... A-34
Special Rules for Annuities Used by Individuals or with Plans and
Trusts Not Qualifying Under the Code for Tax Benefited Treatment..... A-36
Tax Withholding....................................................... A-37
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS.............................................................. A-37
DISTRIBUTION OF CONTRACTS.................................................. A-37
THE FIXED ACCOUNT.......................................................... A-38
General Description of the Fixed Account............................... A-38
Contract Value and Fixed Account Transactions.......................... A-38
FINANCIAL STATEMENTS....................................................... A-39
INVESTMENT EXPERIENCE INFORMATION.......................................... A-40
APPENDIX A: Consumer Tips.................................................. A-42
</TABLE>
A-3
<PAGE>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS
ACCOUNT--A sub-account of the Variable Account or the Fixed Account.
ACCUMULATION UNIT--An accounting device used to calculate the Contract Value
prior to the Maturity Date.
ACCUMULATION UNIT VALUE--The value of an Accumulation Unit, determined as of
the close of regular trading on the New York Stock Exchange on each day the
Exchange is open. The Accumulation Unit Value of a sub-account reflects the
net investment experience of the underlying Eligible Fund and daily deductions
for the Mortality and Expense Risk Charge and Administration Asset Charge.
ADMINISTRATION ASSET CHARGE--A charge deducted daily from the assets of each
sub-account of the Variable Account to cover the Company's cost of providing
certain administrative services relating to the Contracts and the Variable
Account. On an annualized basis, the charge equals .40% of daily net assets.
ADMINISTRATION CONTRACT CHARGE--A $30 charge deducted annually from the
Contract Value to cover the Company's cost of providing certain administrative
services relating to the Contracts and the Variable Account.
ANNUITANT--The person on whose life the Contract is issued.
ANNUITIZATION--Application of proceeds under the Contract to an annuity
option on the Maturity Date or upon an earlier surrender of the Contract.
ANNUITY UNIT--An accounting device used to calculate the dollar amount of
annuity payments.
BENEFICIARY--The person designated to receive any benefits under a Contract
if the Annuitant dies before the Maturity Date.
CONTINGENT DEFERRED SALES CHARGE--A charge deducted upon certain full and
partial surrenders and applications of Contract proceeds to certain annuity
payment options prior to the Maturity Date.
CONTRACT DATE--The date shown as the Contract Date in the Contract.
CONTRACT OWNER--The person so designated in the application or as
subsequently changed.
CONTRACT VALUE--On or before annuitization, the value obtained by
multiplying the number of Accumulation Units credited to the Contract by the
appropriate current Accumulation Unit Value. Under Contracts that permit
Contract loans, the Contract Value also includes the amount of Contract Value
transferred to the Company's general account as a result of a loan and any
interest credited on that amount. Under Contracts with the Fixed Account
option, the Contract Value also includes the amount of Contract Value
allocated to the Fixed Account.
CONTRACT YEAR--A twelve month period commencing with the Contract Date and
with each Contract anniversary thereafter.
DEATH PROCEEDS (prior to annuitization)--The amount payable by the Company
prior to annuitization, upon receipt of due proof of death of the Contract
Owner and election of payment. The Death Proceeds are guaranteed to be no less
than the purchase payments made, adjusted for any previous surrenders. The
Death Proceeds will be reduced by the amount of any outstanding Contract loan
plus accrued interest.
DESIGNATED OFFICE--The Company's Designated Office for receipt of purchase
payments, loan repayments, requests and elections, and communications
regarding death of the Annuitant is New England Life Insurance Company,
located at 501 Boylston Street, Boston, Massachusetts 02116, (617) 578-2000.
ELIGIBLE FUNDS--The mutual fund portfolios in which the Variable Account
invests. Eligible Funds currently available consist of twelve Series of the
New England Zenith Fund and two portfolios of the Variable Insurance Products
Fund. Purchase payments applied to the Variable Account may be invested in
shares of one or more of these Series and portfolios, as described in
"Investments of the Variable Account." Two additional Series of the New
England Zenith Fund are Eligible Funds for Contracts issued before May 1,
1995. See "Investments of the Variable Account--New England Zenith Fund."
FIXED ACCOUNT--A part of the Company's general account to which net purchase
payments may be allocated under certain Contracts. The Fixed Account provides
guarantees of principal and interest. Special limits apply to transfers of
------------------------------------
Contract Value to and from the Fixed Account. See "Contract Value and Fixed
- ---------------------------------------------
Account Transactions."
MATURITY DATE--The date on which annuity payments are to commence, as stated
in the application or as subsequently deferred.
A-4
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE--A charge deducted daily from the assets
of each sub-account of the Variable Account to compensate the Company for
assuming certain mortality and expense risks under the Contracts. On an
annualized basis, the charge equals .95% of daily net assets.
NET PURCHASE PAYMENT--A purchase payment, less any premium tax and any
premium for the disability benefit rider, if applicable, deducted before
allocation to the accounts.
PAYEE--Any person or entity entitled to receive payment in one sum or under
an annuity payment option. The term includes (i) an Annuitant, (ii) a
Beneficiary or contingent Beneficiary who becomes entitled to payments upon
death of the Annuitant, and (iii) in the event of surrender or partial
surrender of the Contract, the Contract Owner.
PREMIUM TAX--A tax charged by a state on purchase payments.
PURCHASE PAYMENTS--Amounts paid to the Company for investment in the
Contract.
SYSTEMATIC WITHDRAWALS--A method of distributing your Contract Value which
involves a series of partial surrenders.
TEN DAY RIGHT TO REVIEW--Within 10 days of your receipt of an issued
Contract you may return it to the Company or its agent for cancellation. Upon
cancellation of the Contract, the Company will refund all your purchase
payments (or, if required by state law, the Contract Value plus any premium
taxes deducted from the purchase payments).
VARIABLE ACCOUNT--A separate investment account of the Company designated as
The New England Variable Account. The Variable Account is divided into sub-
accounts, each of which invests in shares of one of the Eligible Funds.
VARIABLE ANNUITY--An annuity providing for payments varying in amount in
accordance with the investment experience of the assets of a separate
investment account.
HIGHLIGHTS
This prospectus describes Contracts under which net purchase payments are
allocated to the Variable Account. If the Fixed Account is available under
your Contract, you may allocate net purchase payments or transfer all or part
of your Contract Value to that account. For a description of the Fixed
Account, the rules regarding transactions which involve the Fixed Account
(such as special restrictions on transfers of Contract Value to and from the
-------------------------------------------------------------------
Fixed Account), and the way in which the Fixed Account affects the Contract
- -------------
Value, see "The Fixed Account." You should review "The Fixed Account"
carefully before allocating purchase payments or Contract Value to that
account.
TAX DEFERRED VARIABLE ANNUITIES:
Taxation of earnings under variable annuities is generally deferred until
amounts are withdrawn or distributions are made. The deferral of taxes on
earnings under variable annuities is designed to encourage long-term personal
savings and supplemental retirement plans.
THE CONTRACT:
The Zenith Accumulator is a variable annuity that provides for variable
payments to commence at the Maturity Date. The Contract Owner may, however,
surrender the Contract and apply the proceeds to an annuity payment option at
an earlier date. Annuity payments generally are made on a monthly basis and
will vary in amount according to the annuity payment option selected and the
investment results of the underlying Eligible Fund(s). (See "Annuity
Payments.") Contracts issued since August 30, 1996 are issued by the Company.
Contracts issued before August 30, 1996 were issued by The New England. See
"The Merger of The New England Into the Company."
PURCHASE PAYMENTS:
Under current rules, the minimum initial purchase payment for flexible
payment Contracts issued in connection with tax-benefited retirement plans
other than individual retirement accounts under Section 408(a) of the Code or
individual retirement annuities under Section 408(b) of the Code (both
referred to as "IRAs") is $50. For flexible payment Contracts issued in
connection with IRAs, the Company currently requires a minimum initial
purchase payment of $2,000, although the Company requires a minimum initial
payment of $100 if monthly payments are to be withdrawn from your bank
checking account or TNE Cash Management Account, a service known as the Master
Service Account arrangement ("MSA"). For all other flexible payment Contracts,
the minimum initial purchase payment is $5,000, although the Company requires
a minimum initial payment of $100 if monthly payments are to be made through
MSA. The Company may consent to lower initial purchase payments in certain
situations. Additional purchase payments must be at least $25, although the
Company currently requires minimum additional purchase payments to be at least
$50 if they are made through a group billing arrangement (also known as a
"list-bill" arrangement) and $100 per month if they are made through MSA. The
Company reserves the right to limit the amount of purchase payments in any
Contract Year. Except with the consent of the Company, the minimum purchase
payment for a single payment Contract is $2,000 for Contracts issued in
connection with IRAs and $5,000 for all other Contracts, and the maximum
purchase payment for a single payment Contract is $1,000,000. (See "Purchase
Payments.")
A-5
<PAGE>
OWNERSHIP:
The Contracts may be purchased and owned by the Annuitant, the employer, a
trust, a custodian or any entity specified in an eligible employee benefit
plan, except that where a Contract is issued under Section 408(b) or,
generally, under Section 403(b) of the Code, the Contract Owner must be the
Annuitant. The Contracts are currently intended for use with the following
retirement plans which offer Federal tax benefits; plans qualified under
Section 401(a) or 403(a) of the Code ("Qualified Plans"), certain annuity
plans under Section 403(b) of the Code ("TSA Plans"), IRAs, simplified
employee pension plans and salary reduction simplified employee pension plans
under Section 408(k) of the Code ("SEPs" and "SARSEPs"), eligible deferred
compensation plans under Section 457 of the Code ("Section 457 Plans"), and
governmental plans within the meaning of Section 414(d) of the Code
("Governmental Plans"). See "Retirement Plans Offering Federal Tax Benefits."
The Contracts are only available on a limited basis to plans qualified under
Section 401(k) of the Code and are no longer being offered to TSA Plans
subject to ERISA. See "Retirement Plans Offering Federal Tax Benefits."
The Company relies on instructions from trustees and custodians who, as
Contract Owners, may exercise certain rights under the Contracts on behalf of
plan participants. In any event, references to "you" in this prospectus refer
to the Contract Owner or to plan participants who may be entitled to instruct
their trustee or custodian with regard to the exercise of these rights. (See
"Ownership Rights.")
INVESTMENT OPTIONS:
You may allocate net purchase payments to the Eligible Funds or to the Fixed
Account (if available under your Contract). Your Contract Value may be
distributed among no more than 10 accounts (including the Fixed Account) at
any time.
You may change the Eligible Fund(s) in which you invest future purchase
payments. It is the Company's position that, under current tax law, you may
also transfer Contract Value between Eligible Funds without incurring federal
income tax consequences. (See "Requests and Elections" and "Transfer
Privilege.") Currently the Company allows 12 transfers free of charge per
Contract Year prior to annuitization. Additional transfers are subject to a
charge of $10 per transfer. After variable annuity payments begin, you may
make one transfer per year without the consent of the Company. The amount of
Contract Value transferred must be a minimum of $25 (or, if less, the amount
of Contract Value held in the sub-account from which the transfer is made).
Special limits apply to transfers of Contract Value to and from the Fixed
Account. See "The Fixed Account" for a description of transfers involving that
account.
CHARGES:
No sales charges are deducted from purchase payments before they are
invested in the Contract. In certain states, applicable state premium taxes
are deducted from purchase payments. Where state law requires, the Company
deducts premium taxes from Contract Value at the date annuity payments
commence. (See "Premium Tax Charges.") As compensation for its assumption of
mortality and expense risks, the Company deducts an amount equal to an annual
rate of .95% of the daily net assets of the Variable Account. The Company
deducts an amount equal to an annual rate of .40% of the daily net assets of
the Variable Account for administrative expenses and also imposes an annual
administrative charge of $30 against each Contract.
A Contingent Deferred Sales Charge will be imposed on certain full and
partial surrenders and applications of proceeds to certain annuity payment
options prior to the Maturity Date. (See "Administration Charges, Contingent
Deferred Sales Charge and Other Deductions.") In no event will the total
Contingent Deferred Sales Charge exceed 8% of the first $50,000 of purchase
payments made under the Contract and 6.5% of the amount of purchase payments
in excess of $50,000.
TEN DAY RIGHT TO REVIEW:
Within 10 days (or more where required by applicable state insurance law) of
your receipt of a Contract you may return it to the Company at its Designated
Office for cancellation. The Company will refund all purchase payments made
under the Contract (or, if required by state law or regulation, the Contract
Value plus any premium taxes deducted from the purchase payments). (See "Ten
Day Right to Review.")
PAYMENT ON DEATH PRIOR TO ANNUITIZATION:
The Contract provides a payment to the Beneficiary if the Annuitant dies
prior to annuitization. The amount provided to the Beneficiary is guaranteed
not to be less than the purchase payments made under the Contract (adjusted
for previous surrenders and reduced by any outstanding Contract loan balance).
(See "'Payment on Death Prior to Annuitization.")
SURRENDERS:
Surrenders of the Contract for all or a portion of the Contract Value are
generally permitted upon written request at any time prior to annuitization so
long as, after a partial surrender, the remaining Contract Value is at least
$500. (See
A-6
<PAGE>
"Surrenders." Special rules apply if the Contract is subject to a loan.) The
Federal tax laws impose penalties upon, and in some cases prohibit, certain
premature distributions from the Contracts before or after the date on which
the annuity payments are to begin. (See "Federal Income Tax Status.") A
Contingent Deferred Sales Charge will be imposed in connection with certain
Contract surrenders and applications of proceeds to certain annuity payment
options prior to the Maturity Date. Up to 10% of the Contract Value may be
surrendered without sales charge in any one Contract Year. (See
"Administration Charges, Contingent Deferred Sales Charge and Other
Deductions" for more information.)
THE MERGER OF THE NEW ENGLAND INTO THE COMPANY:
On August 30, 1996, The New England merged with and into the Company. Upon
consummation of the merger, The New England's separate corporate existence
ceased by operation of law, and the Company assumed legal ownership of all of
the assets of The New England, including the Account and its assets. As a
result of the merger, the Company also has become responsible for all of The
New England's liabilities and obligations, including those created under
Contracts initially issued by The New England and outstanding on the date of
the merger. Such Contracts have thereby become variable contracts funded by a
separate account of the Company, and each owner thereof has become a
contractholder of the Company. The Company does not expect the merger to have
any adverse tax consequences on owners of Contracts originally issued by The
New England. See "The Company" for more information.
- -------------------------------------------------------------------------------
EXPENSE TABLE
VARIABLE ACCOUNT
<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES(1)
Sales Charge Imposed on Purchases (as a percentage of
purchase payments).................................... 0%
Maximum Contingent Deferred Sales Charge(2) (as a 8% of first $50,000
percentage of total purchase payments)................ 6.5% of excess
Transfer Fee(3)........................................ $ 0
ANNUAL CONTRACT FEE
Administration Contract Charge (per Contract)(4)....... $30
SEPARATE ACCOUNT ANNUAL EXPENSES(5)
(as percentage of average net assets)
Mortality and Expense Risk Charge...................... .95%
Administration Asset Charge............................ .40%
-------------------
Total Separate Account Annual Expenses............. 1.35%
</TABLE>
NEW ENGLAND ZENITH FUND
OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER CURRENT EXPENSE CAP OR EXPENSE
DEFERRAL)(6)
<TABLE>
<CAPTION>
LOOMIS LOOMIS
SAYLES ALGER SAYLES DAVIS WESTPEAK
SMALL DRAYCOTT EQUITY CAPITAL AVANTI VENTURE GROWTH
CAP INTERNATIONAL GROWTH GROWTH GROWTH VALUE AND INCOME
SERIES EQUITY SERIES SERIES SERIES SERIES SERIES SERIES
--------- ------------- --------- ------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... 1.00% .90% .75% .64% .70% .75% .70%
Other Expenses.......... 0% .40% .15% .06% .15% .15% .15%
----- ----- ---- ---- ---- ---- ----
Total Series Operating
Expenses............. 1.00% 1.30% .90% .70% .85% .90% .85%
<CAPTION>
SALOMON
BROTHERS BACK BAY SALOMON BACK BAY
WESTPEAK LOOMIS BACK BAY STRATEGIC ADVISORS BROTHERS ADVISORS
STOCK SAYLES ADVISORS BOND BOND U.S. MONEY
INDEX BALANCED MANAGED OPPORTUNITIES INCOME GOVERNMENT MARKET
SERIES(7) SERIES SERIES(7) SERIES SERIES SERIES SERIES
--------- ------------- --------- ------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... .25% .70% .50% .65% .40% .55% .35%
Other Expenses.......... .15% .15% .14% .20% .15% .15% .15%
----- ----- ---- ---- ---- ---- ----
Total Series Operating
Expenses............. .40% .85% .64% .85% .55% .70% .50%
</TABLE>
A-7
<PAGE>
EXAMPLE (NOTE: The examples shown below are entirely hypothetical. Although
they are based on the expenses shown in the expense table above, the examples
are not representations of past or future performance or expenses. Actual
performance and/or expenses may be more or less than shown.(8)) For purchase
payments allocated to each of the Series indicated
<TABLE>
<CAPTION>
You would pay the following direct and indirect
expenses on a $1,000 purchase payment assuming
1) 5% annual return on the underlying Series
and 2) that a contingent deferred sales charge
would apply at the end of each time period
because you either surrender your Contract or
elect to annuitize under a non-life contingency 1 YEAR 3 YEARS 5 YEARS 10 YEARS
option: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Loomis Sayles Small Cap....................... $85.05 $130.43 $177.55 $292.03
Draycott International Equity................. 87.87 138.88 191.68 320.73
Alger Equity Growth........................... 84.11 127.59 172.79 282.24
Capital Growth................................ 82.23 121.89 163.20 262.36
Loomis Sayles Avanti Growth................... 83.64 126.17 170.41 277.31
Davis Venture Value........................... 84.11 127.59 172.79 282.24
Westpeak Growth and Income.................... 83.64 126.17 170.41 277.31
Westpeak Stock Index.......................... 79.40 113.26 148.61 231.70
Loomis Sayles Balanced........................ 83.64 126.17 170.41 277.31
Back Bay Advisors Managed..................... 81.66 120.17 160.30 256.31
Salomon Brothers Strategic Bond Opportunities. 83.64 126.17 170.41 277.31
Back Bay Advisors Bond Income................. 80.81 117.58 155.94 247.16
Salomon Brothers U.S. Government.............. 82.23 121.89 163.20 262.36
Back Bay Advisors Money Market................ 80.34 116.14 153.50 242.03
<CAPTION>
You would pay the following direct and indirect
expenses on a $1,000 purchase payment assuming
1) 5% annual return on the underlying Series
and 2) that no contingent deferred sales charge
would apply at the end of each time period
because you either do not surrender your
Contract or you elect to annuitize under a 1 YEAR 3 YEARS 5 YEARS 10 YEARS
variable life contingency option(9): ------ ------- ------- --------
<S> <C> <C> <C> <C>
Loomis Sayles Small Cap....................... $25.13 $ 77.24 $131.90 $280.59
Draycott International Equity................. 28.13 86.17 146.71 309.63
Alger Equity Growth........................... 24.13 74.24 126.91 270.69
Capital Growth................................ 22.13 68.22 116.86 250.57
Loomis Sayles Avanti Growth................... 23.63 72.74 124.41 265.70
Davis Venture Value........................... 24.13 74.24 126.91 270.69
Westpeak Growth and Income.................... 23.63 72.74 124.41 265.70
Westpeak Stock Index.......................... 19.12 59.11 101.57 219.56
Loomis Sayles Balanced........................ 23.63 72.74 124.41 265.70
Back Bay Advisors Managed..................... 21.53 66.40 113.82 244.45
Salomon Brothers Strategic Bond Opportunities. 23.63 72.74 124.41 265.70
Back Bay Advisors Bond Income................. 20.62 63.67 109.25 235.20
Salomon Brothers U.S. Government.............. 22.13 68.22 116.86 250.57
Back Bay Advisors Money Market................ 20.12 62.15 106.69 230.01
</TABLE>
A-8
<PAGE>
VARIABLE INSURANCE PRODUCTS FUND
OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995
(AS A PERCENTAGE OF AVERAGE NET ASSETS)(10)
<TABLE>
<CAPTION>
EQUITY-
OVERSEAS INCOME
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Management Fee.............................................. .76% .51%
Other Expenses.............................................. .15% .10%
---- ----
Total Portfolio Operating Expenses........................ .91% .61%
</TABLE>
EXAMPLE (NOTE: The examples shown below are entirely hypothetical. Although
they are based on the expenses shown in the expense table above, the examples
are not representations of past or future performance or expenses. Actual
performance and/or expenses may be more or less than shown.(11)) For purchase
payments allocated to each of the Portfolios indicated
<TABLE>
<CAPTION>
You would pay the following direct and indirect
expenses on a $1,000 purchase payment assuming
1) 5% annual return on the underlying
Portfolio and 2) that a contingent deferred
sales charge would apply at the end of each
time period because you either surrender your
Contract or elect to annuitize under a non- 1 YEAR 3 YEARS 5 YEARS 10 YEARS
life contingency option: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Overseas Portfolio........................... $84.20 $127.87 $173.27 $283.23
Equity-Income Portfolio...................... 81.38 119.30 158.85 253.27
<CAPTION>
You would pay the following direct and indirect
expenses on a $1,000 purchase payment assuming
1) 5% annual return on the underlying
Portfolio and 2) that no contingent deferred
sales charge would apply at the end of each
time period because you either do not
surrender your Contract or you elect to
annuitize under a variable life contingency 1 YEAR 3 YEARS 5 YEARS 10 YEARS
option(12): ------ ------- ------- --------
<S> <C> <C> <C> <C>
Overseas Portfolio........................... $24.23 $ 74.54 $127.41 $271.69
Equity-Income Portfolio...................... 21.23 65.49 112.30 241.38
</TABLE>
A-9
<PAGE>
- --------
NOTES:
(1) Premium tax charges are not shown. The amount of premium tax, if any, is
deducted from purchase payments or, in any state which so requires, from
the Contract Value on the date of annuitization. Currently, the Company
deducts premium tax from purchase payments in two states and at
annuitization in one state. (See "Premium Tax Charges.")
(2) Although the Maximum Contingent Deferred Sales Charge is expressed here
as a percentage of purchase payments, ordinarily any applicable
Contingent Deferred Sales Charge will be calculated as a percentage of
Contract Value. No Contingent Deferred Sales Charge will apply after a
Contract reaches its Maturity Date and, prior to the Maturity Date, up to
10% of the Contract Value may be surrendered in any one Contract Year
without charge. The maximum possible charge, as a percentage of Contract
Value, occurs in the first Contract Year. As a percentage of Contract
Value, the applicable Contingent Deferred Sales Charge reduces after each
Contract Year to 0% by the eleventh Contract Year. In no event will the
total Contingent Deferred Sales Charge exceed 8% of the first $50,000 of
purchase payments made under the Contract and 6.5% of the amount of
purchase payments in excess of $50,000. (See "Contingent Deferred Sales
Charge.")
(3) The Company currently charges $10 for each transfer in excess of twelve
per Contract Year, and reserves the right to impose a charge of $10 on
each transfer in excess of four per year.
(4) This charge is not imposed after annuitization of the Contract. As a
percentage of the average Contract Value in the Variable Account, this
fee equals .13%, based on an average Contract Value of approximately
$22,521 over the period from January 1, 1995 to December 31, 1995.
(5) These charges are not imposed after annuitization if annuity payments are
made on a fixed basis.
(6) For each of these Series other than the Capital Growth Series, Total
Series Operating Expenses are based on the amount of such expenses
applied against assets at December 31, 1995, after giving effect to a
voluntary expense cap or expense deferral in effect for 1996. For the
Loomis Sayles Small Cap Series, Total Series Operating Expenses take into
account a voluntary cap on expenses by TNE Advisers, Inc. ("TNE
Advisers"), the Series' investment adviser, which will bear all expenses
that exceed 1.00% of average daily net assets. In the absence of this cap
or any other expense reimbursement arrangement, Total Series Operating
Expenses for the Loomis Sayles Small Cap Series for the year ended
December 31, 1995 would have been 1.91%. Total Series Operating Expenses
for the Loomis Sayles Avanti Growth, Westpeak Growth and Income, Westpeak
Stock Index, Back Bay Advisors Managed, Back Bay Advisors Bond Income and
Back Bay Advisors Money Market Series are after giving effect to a
voluntary expense cap. For each of these Series, TNE Advisers will bear
those expenses (other than the management fee) that exceed 0.15% of
average daily net assets. Without this cap or any other expense
reimbursement arrangement, Total Series Operating Expenses for the Loomis
Sayles Avanti Growth, Westpeak Growth and Income, Westpeak Stock Index
and Back Bay Advisors Money Market Series for the year ending December
31, 1995 would have been 1.06%, 1.06%, .54% and .51%, respectively. For
the six other Series shown, the Total Series Operating Expenses are after
giving effect to a voluntary expense deferral. Under the deferral,
expenses which exceed a certain limit are paid by TNE Advisers in the
year in which they are incurred and transferred to the Series in a future
year when actual expenses of the Series are below the limit. The limit on
expenses for each of these Series is: 1.30% of average daily net assets
for the Draycott International Equity Series; .90% of average daily net
assets for the Alger Equity Growth and Davis Venture Value Series; .85%
of average daily net assets for the Loomis Sayles Balanced and Salomon
Brothers Strategic Bond Opportunities Series; and .70% of average daily
net assets for the Salomon Brothers U.S. Government Series. Absent the
expense deferral, Total Series Operating Expenses for these Series for
the year ended December 31, 1995 would have been: 3.12% for the Draycott
International Equity Series, 2.45% for Alger Equity Growth Series, 1.51%
for Davis Venture Value Series, 1.85% for Loomis Sayles Balanced Series,
2.44% for Salomon Brothers Strategic Bond Opportunities Series and 2.90%
for Salomon Brothers U.S. Government Series. The expense cap and deferral
arrangements are voluntary and may be terminated at any time. (See
attached prospectus of New England Zenith Fund for more complete
information.)
(7) The Back Bay Advisors Managed Series and Westpeak Stock Index Series are
not Eligible Funds for Contracts purchased after May 1, 1995.
(8) In these examples, the average Administration Contract Charge of .13% has
been used. (See (4), above.)
(9) The same would apply if you elect to annuitize under a fixed life
contingency option unless your Contract has been in effect less than five
years, in which case the expenses shown in the first three columns of the
preceding example would apply. (See "Contingent Deferred Sales Charge.")
A-10
<PAGE>
(10) Total Portfolio Operating Expenses for the Variable Insurance Products
Portfolios are based on the amount of such expenses incurred during the
most recent fiscal year applied against assets at December 31, 1995. (See
prospectus of Variable Insurance Products Fund for more complete
information.)
(11) In these examples, the average Administration Contract Charge of .13% has
been used. (See (4), above.)
(12) The same would apply if you elect to annuitize under a fixed life
contingency option unless your Contract has been in effect less than five
years, in which case the expenses shown in the first three columns of the
preceding example would apply. (See "Contingent Deferred Sales Charge.")
The preceding table lists the charges and expenses incurred with respect to
purchase payments invested under the Contracts. The items listed include
charges deducted from purchase payments, charges assessed against Variable
Account assets, and charges deducted from the assets of each of the Eligible
Funds. The examples assume that the entire purchase payment was allocated
initially to a single sub-account without any subsequent transfers. The
purpose of the table is to assist you in understanding the various costs and
expenses you will bear, directly and indirectly, as a Contract Owner.
- -------------------------------------------------------------------------------
A-11
<PAGE>
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
THE NEW ENGLAND VARIABLE ACCOUNT
CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
LOOMIS DRAYCOTT ALGER
SAYLES INTERNATIONAL EQUITY CAPITAL
SMALL CAP EQUITY OVERSEAS GROWTH GROWTH
SUB- SUB- SUB- SUB- SUB-
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
--------- ------------- ---------- --------- --------
5/2/94* 1/1/95 10/31/94* 1/1/95 10/1/93* 1/1/94 1/1/95 10/31/94* 1/1/95 9/16/88*
TO TO TO TO TO TO TO TO TO TO
12/31/94 12/31/95 12/31/94 12/31/95 12/31/93 12/31/94 12/31/95 12/31/94 12/31/95 12/31/88
--------- ---------- ------------- ---------- ---------- ---------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value
at beginning
of period.... 1.000 0.959 1.000 1.024 1.458 1.532 1.538 1.000 0.956 4.645
2. Accumulation
Unit Value at
end of
period....... 0.959 1.219 1.024 1.073 1.532 1.538 1.664 0.956 1.402 4.612
3. Number of
Accumulation
Units
outstanding
at end of
period....... 2,988,971 13,533,326 2,916,120 11,062,106 10,878,551 43,034,544 41,273,183 1,857,319 24,163,685 439,393
<CAPTION>
1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
TO TO TO TO TO TO TO
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
--------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value
at beginning
of period.... 4.612 5.950 5.666 8.608 7.978 9.050 8.298
2. Accumulation
Unit Value at
end of
period....... 5.950 5.666 8.608 7.978 9.050 8.298 11.300
3. Number of
Accumulation
Units
outstanding
at end of
period....... 5,337,778 12,591,788 21,719,884 33,645,983 40,091,665 43,592,961 41,663,900
</TABLE>
<TABLE>
<CAPTION>
LOOMIS
SAYLES DAVIS WESTPEAK
AVANTI VENTURE GROWTH EQUITY-
GROWTH VALUE AND INCOME INCOME
SUB- SUB- SUB- SUB-
ACCOUNT ACCOUNT ACCOUNT ACCOUNT
--------- --------- ---------- ---------
10/1/93* 1/1/94 1/1/95 10/31/94* 1/1/95 10/1/93* 1/1/94 1/1/95 10/1/93* 1/1/94
TO TO TO TO TO TO TO TO TO TO
12/31/93 12/31/94 12/31/95 12/31/94 12/31/95 12/31/93 12/31/94 12/31/95 12/31/93 12/31/94
--------- ---------- ---------- --------- ---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value
at beginning
of period.... 1.125 1.137 1.119 1.000 0.963 1.105 1.132 1.103 1.980 1.992
2. Accumulation
Unit Value at
end of
period....... 1.137 1.119 1.439 0.963 1.323 1.132 1.103 1.486 1.992 2.104
3. Number of
Accumulation
Units
outstanding
at end of
period....... 4,515,611 15,572,344 19,773,057 3,499,719 19,608,688 3,359,317 16,092,325 21,168,965 5,649,743 25,852,849
<CAPTION>
WESTPEAK
STOCK
INDEX
SUB-
ACCOUNT**
---------
1/1/95 8/1/92* 1/1/93 1/1/94 1/1/95
TO TO TO TO TO
12/31/95 12/31/92 12/31/93 12/31/94 12/31/95
---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value
at beginning
of period.... 2.104 1.592 1.644 1.780 1.775
2. Accumulation
Unit Value at
end of
period....... 2.804 1.644 1.780 1.775 2.398
3. Number of
Accumulation
Units
outstanding
at end of
period....... 38,010,655 2,583,607 11,017,884 14,282,355 15,539,608
</TABLE>
- -----
* Date these sub-accounts were first available.
** These sub-accounts are only available through Contracts purchased prior to
May 1, 1995.
A-12
<PAGE>
<TABLE>
<CAPTION>
LOOMIS BACK BAY
SAYLES ADVISORS
BALANCED MANAGED
SUB- SUB-
ACCOUNT ACCOUNT**
--------- ---------
10/31/94 1/1/95 9/21/88* 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
TO TO TO TO TO TO TO TO TO TO
12/31/94 12/31/95 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
--------- ---------- --------- --------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.000 0.997 1.042 1.063 1.250 1.272 1.508 1.588 1.733 1.691
2. Accumulation
Unit Value at
end of
period....... 0.997 1.227 1.063 1.250 1.272 1.508 1.588 1.733 1.691 2.190
3. Number of
Accumulation
Units
outstanding
at end of
period....... 1,736,189 10,987,597 731,349 9,179,207 18,099,540 26,478,398 41,588,546 60,696,659 61,961,278 56,145,463
<CAPTION>
SALOMON
BROTHERS
STRATEGIC
BOND
OPPORTUNITIES
SUB-
ACCOUNT
-------------
10/31/94*
TO 1/1/95 TO
12/31/94 12/31/95
------------- ---------
<S> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.000 0.984
2. Accumulation
Unit Value at
end of
period....... 0.984 1.159
3. Number of
Accumulation
Units
outstanding
at end of
period....... 1,124,133 6,132,563
</TABLE>
<TABLE>
<CAPTION>
BACK BAY SALOMON
ADVISORS BROTHERS
BOND U.S.
INCOME GOVERNMENT
SUB- SUB-
ACCOUNT ACCOUNT
-------- ----------
10/5/88* 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 10/31/94*
TO TO TO TO TO TO TO TO TO 1/1/95 TO
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/94 12/31/95
-------- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.630 1.634 1.810 1.930 2.247 2.398 2.664 2.540 1.000 1.004
2. Accumulation
Unit Value at
end of
period....... 1.634 1.810 1.930 2.247 2.398 2.664 2.540 3.037 1.004 1.139
3. Number of
Accumulation
Units
outstanding
at end of
period....... 299,002 4,287,540 10,139,527 17,797,335 28,871,719 41,939,487 41,657,182 42,231,987 910,020 4,495,184
<CAPTION>
BACK BAY
ADVISORS
MONEY
MARKET
SUB-
ACCOUNT
--------
9/29/88* 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
TO TO TO TO TO TO TO TO
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- --------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.384 1.408 1.518 1.620 1.697 1.738 1.766 1.811
2. Accumulation
Unit Value at
end of
period....... 1.408 1.518 1.620 1.697 1.738 1.766 1.811 1.889
3. Number of
Accumulation
Units
outstanding
at end of
period....... 915,605 7,661,069 21,629,006 26,322,938 26,759,532 25,016,975 30,220,356 33,015,018
</TABLE>
- ----
*Date these sub-accounts were first available.
**These sub-accounts are only available through Contracts purchased prior to
May 1, 1995.
Information on units and unit values is useful because they affect the
calculation of Contract Values. The value of a Contract is determined by
multiplying the number of Accumulation Units in each sub-account credited to
the Contract by the Accumulation Unit Value of the sub-account. The
Accumulation Unit Value of a sub-account depends in part on the net investment
experience of the Eligible Fund in which it invests. See "Contract Value and
Accumulation Unit Value" for more information.
- -------------------------------------------------------------------------------
A-13
<PAGE>
HOW THE CONTRACT WORKS
PURCHASE PAYMENT DAILY DEDUCTION FROM
ASSETS
. You can make a CONTRACT VALUE
one-time . Mortality and
investment or . Payments are expense risk
establish an allocated to your charge of 0.95% on
ongoing investment choice, within an annual basis is
program. limits, of deducted from the
Eligible Funds Contract Value
and/or the Fixed daily.
Account.
. Administration
. The Contract Value Asset Charge of
CHARGES FROM PAYMENT reflects purchase 0.40% on annual
payments, basis is deducted
. Premium tax investment from the Contract
charge may experience, Value daily.
apply. interest payments,
partial . Investment
. Premium for surrenders, loans advisory fees are
disability and Contract deducted from the
benefit rider, charges. Eligible Fund
if elected. Values daily.
. The Contract Value
invested in the
Eligible Fund is ANNUAL CONTRACT FEE
not guaranteed.
. $30 Administration
. Earnings are Contract Charge is
ADDITIONAL PAYMENTS accumulated free deducted from the
of any current Contract Value on
. Anytime income taxes (see each anniversary
(subject to page A-33). while Contract is
Company in-force, other
limits). . You may change the than under an
allocation of annuity payment
. Minimum $25. future payments, option. A pro rata
within limits, at portion is
any time. deducted on full
surrender and at
. Prior to annuitization.
annuitization, you
LOANS may transfer
Contract Value SURRENDER CHARGE
. Are available among accounts,
to participants within limits, up . Consists of
of certain tax to twelve times Contingent
qualified per Contract Year Deferred Sales
pension plans without charge Charge (see page
(see page A- (special limits A-27).
23). apply to transfers
of Contract Value
to and from the
Fixed Account).
. Allocations of
payments and PREMIUM TAX CHARGE
SURRENDERS transfers of
Contract Value . Where applicable,
. Up to 10% of must comply with is deducted from
Contract Value the rule that purchase payments
can be surren- Contract Value may (currently in
dered each year be allocated among Kentucky and South
without no more than ten Dakota) or from
incurring accounts, Contract Value
surrender including the when annuity
charges, Fixed Account, at payments commence
subject to any any time. (currently in
applicable tax North Carolina).
law restrictions.
. Surrenders
will be
taxable. RETIREMENT BENEFITS
ADDITIONAL BENEFITS
. Prior to age . Lifetime income
59 1/2 a 10% options. . You pay no taxes
penalty tax on your investment
may apply. . Fixed and/or as long as it
variable payout remains in the
options. Contract.
DEATH PROCEEDS . Premium tax charge . Contract may be
may apply. surrendered at any
. Guaranteed not time for its
to be less Contract Value,
than your less any
total applicable
contribution Contingent
to your Deferred Sales
Contract net Charge (subject to
of any prior any applicable tax
surrenders and law restrictions).
outstanding
loans. . If the Contract
contains the
. Death proceeds disability benefit
pass to the rider and the
beneficiary Annuitant becomes
without totally disabled,
probate. monthly benefits
will be provided.
A-14
<PAGE>
THE COMPANY
The Company is a mutual life insurance company whose principal office is at
One Madison Avenue, New York, N.Y. 10010. The Company was organized in 1866
under the laws of the State of New York and has engaged in the life insurance
business under its present name since 1868. It operates as a life insurance
company in all 50 states, the District of Columbia, Puerto Rico and all
provinces of Canada. The Company has over $177 billion in assets under
management.
Contracts issued before August 30, 1996 were issued by The New England. On
August 30, 1996, The New England merged with and into the Company, which
thereby acquired the Variable Account and assumed the liabilities and
obligations under the Contracts outstanding on that date.
New England Life Insurance Company ("NELICO"), which was a subsidiary of The
New England and became a subsidiary of the Company as a result of the Merger,
provides administrative services for the Contracts and the Variable Account
pursuant to an administrative services agreement with the Company. These
administrative services include maintenance of Contract Owner records and
accounting, valuation, regulatory and reporting services. NELICO, located at
501 Boylston Street, Boston, Massachusetts 02116, is the Company's Designated
Office for receipt of Purchase Payments, loan repayments, requests and
elections, and communications regarding death of the Annuitant, as further
described below.
THE VARIABLE ACCOUNT
The Variable Account was established by The New England as a separate
investment account pursuant to the provisions of Massachusetts law on July 15,
1987, and is registered as a unit investment trust under the Investment
Company Act of 1940. The Variable Account became a separate account of the
Company, subject to New York law, pursuant to the merger of The New England
with and into the Company. The Variable Account meets the definition of a
"separate account" under Federal securities laws.
Applicable law provides that the assets in the Variable Account equal to the
reserves and other contract liabilities of the Variable Account shall not be
chargeable with liabilities arising out of any other business the Company may
conduct. The Company believes this means that the assets of the Variable
Account equal to its reserves and other contract liabilities are not available
to meet the claims of the Company's general creditors and may only be used to
support the Contract Values under the Contracts. The income and realized and
unrealized capital gains or losses of the Variable Account are credited to or
charged against the Variable Account without regard to other income, gains or
losses of the Company. All obligations arising under the Contracts are,
however, general corporate obligations of the Company.
Purchase payments are allocated within the Variable Account to one or more
of the sub-accounts as you elect. The value of Accumulation Units credited to
your Contract and the amount of the variable annuity payments depend on the
investment experience of the Eligible Fund(s) that you select. The Company
does not guarantee the investment performance of the Variable Account. Thus,
you bear the full investment risk for all amounts contributed to the Variable
Account.
INVESTMENTS OF THE VARIABLE ACCOUNT
Purchase payments applied to the Variable Account will be invested in one or
more of the Eligible Funds listed below, at net asset value without deduction
of any sales charge, in accordance with the selection you make in your
application. You may change your selection of Eligible Funds for future
purchase payments at any time without charge. (See "Requests and Elections.")
You also may transfer previously invested amounts among the Eligible Funds,
subject to certain conditions. (See "Transfer Privilege.") Your Contract Value
may be distributed among no more than 10 accounts (including the Fixed
Account) at any time. The Company reserves the right to add or remove Eligible
Funds from time to time as investments for the Variable Account. See
"Substitution of Investments."
NEW ENGLAND ZENITH FUND: Currently, there are twelve Series of the New England
Zenith Fund that are Eligible Funds under the Contracts offered by this
prospectus. Two additional Series, the Back Bay Advisors Managed Series and
the Westpeak Stock Index Series, described below, are Eligible Funds only for
Contracts issued before May 1, 1995.
A-15
<PAGE>
LOOMIS SAYLES SMALL CAP SERIES
The Loomis Sayles Small Cap Series seeks long-term capital growth from
investments in common stocks or their equivalent. The Series invests primarily
in stocks of small capitalization companies with good earnings growth
potential that its subadviser believes are undervalued by the market.
Typically, such companies have market capitalization of less than $1 billion,
have better than average growth rates at below average price/earnings ratios,
and have strong balance sheets and cash flows.
DRAYCOTT INTERNATIONAL EQUITY SERIES
The Draycott International Equity Series seeks total return from long-term
growth of capital and dividend income, primarily through investment in
international equity securities.
ALGER EQUITY GROWTH SERIES
The Alger Equity Growth Series seeks long-term capital appreciation. The
Series' assets will be invested primarily in a diversified, actively managed
portfolio of equity securities, primarily of companies having a total market
capitalization of $1 billion or greater.
CAPITAL GROWTH SERIES
The Capital Growth Series seeks long-term growth of capital through
investment primarily in equity securities of companies whose earnings are
expected to grow at a faster rate than the United States economy. Most of the
Capital Growth Series' investments are normally in common stocks.
LOOMIS SAYLES AVANTI GROWTH SERIES
The Loomis Sayles Avanti Growth Series seeks long-term growth of capital.
The Series normally will invest primarily in equity securities of companies
with medium and large capitalization (capitalization of $1 billion to $5
billion and over $5 billion, respectively), but will also invest a portion of
its assets in equity securities of companies with relatively small market
capitalization (under $1 billion).
DAVIS VENTURE VALUE SERIES (FORMERLY VENTURE VALUE SERIES)
The Davis Venture Value Series seeks growth of capital. The Series will
primarily invest in domestic common stocks that the Series' subadviser
believes have capital growth potential due to factors such as undervalued
assets or earnings potential, product development and demand, favorable
operating ratios, resources for expansion, management abilities,
reasonableness of market price, and favorable overall business prospects. The
Series will generally invest predominantly in equity securities of companies
with market capitalizations of at least $250 million.
WESTPEAK GROWTH AND INCOME SERIES (FORMERLY WESTPEAK VALUE GROWTH SERIES)
The Westpeak Growth and Income Series seeks long-term total return (capital
appreciation and dividend income) through investment in equity securities.
Emphasis will be given to both undervalued securities ("value" style) and
securities of companies with growth potential ("growth" style).
WESTPEAK STOCK INDEX SERIES
The Westpeak Stock Index Series is an Eligible Fund only for Contracts
issued before May 1, 1995. The Series seeks to provide results that correspond
to the composite price and yield performance of United States publicly traded
common stocks. The Series currently seeks to achieve its objective by
attempting to duplicate the composite price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.
LOOMIS SAYLES BALANCED SERIES
The Loomis Sayles Balanced Series seeks reasonable long-term investment
return from a combination of long-term capital appreciation and moderate
current income. The Series is "flexibly managed" in that sometimes it invests
more heavily
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in equity securities and at other times it invests more heavily in fixed-
income securities, depending on its subadviser's view of the economic and
investment outlook.
BACK BAY ADVISORS MANAGED SERIES
The Back Bay Advisors Managed Series is an Eligible Fund only for Contracts
issued before May 1, 1995. The Series seeks to provide a favorable total
investment return through investment in a diversified portfolio of common
stocks and fixed income securities. These investments will be made in
proportions that the Series' subadviser deems appropriate for an investor who
wishes to invest in a portfolio containing a diversified mix of assets. It is
expected that more often than not the investment portfolio of the Series will
contain a higher proportion of common stocks than of notes and bonds, and a
higher proportion of notes and bonds than of money market instruments.
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES
The Salomon Brothers Strategic Bond Opportunities Series seeks a high level
of total return consistent with preservation of capital. Assets will be
allocated among U.S. Government obligations, mortgage backed securities,
domestic and foreign corporate debt and sovereign debt securities rated
investment grade (BBB or higher by S&P or Baa or higher by Moody's) (or
unrated but deemed to be of equivalent quality in the subadviser's judgment)
and domestic and foreign corporate debt and sovereign debt securities rated
below investment grade. Depending on market conditions, the Series may invest
without limit in below investment grade fixed-income securities. Securities of
below investment grade quality are considered high yield, high risk securities
and are commonly known as "junk bonds."
BACK BAY ADVISORS BOND INCOME SERIES
The Back Bay Advisors Bond Income Series seeks to provide a high level of
current income consistent with protection of capital and moderate investment
risk through investment primarily in U.S. Government and corporate bonds.
SALOMON BROTHERS U.S. GOVERNMENT SERIES
The Salomon Brothers U.S. Government Series seeks to provide a high level of
current income consistent with preservation of capital and maintenance of
liquidity. The Series invests primarily in debt obligations (including
mortgage backed securities) issued or guaranteed by the U.S. Government or
agencies, or derivative securities (such as collateralized mortgage
obligations) backed by such securities.
BACK BAY ADVISORS MONEY MARKET SERIES
The Back Bay Advisors Money Market Series seeks the highest possible level
of current income consistent with preservation of capital. The Series invests
in a variety of high quality money market instruments.
VARIABLE INSURANCE PRODUCTS FUND:
OVERSEAS PORTFOLIO
The Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities.
EQUITY-INCOME PORTFOLIO
The Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities.
INVESTMENT ADVICE
The Capital Growth Series receives investment advice from Capital Growth
Management Limited Partnership ("CGM"), an affiliate of the Company. TNE
Advisers, Inc., an indirect subsidiary of the Company, serves as investment
adviser for the remaining Series of the New England Zenith Fund. Each of these
Series also has a subadviser. The Back Bay Advisors Managed Series, Back Bay
Advisors Bond Income Series and Back Bay Advisors Money Market Series receive
investment subadvisory services from Back Bay Advisors, L.P., an indirect
subsidiary of the Company. The Westpeak Growth and Income Series and Westpeak
Stock Index Series receive investment subadvisory services from Westpeak
Investment Advisors, L.P., an indirect subsidiary of the Company. The Loomis
Sayles Small Cap Series, Loomis Sayles Avanti Growth
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Series and Loomis Sayles Balanced Series receive investment subadvisory
services from Loomis Sayles & Company, L.P., an indirect subsidiary of the
Company. The Draycott International Equity Series receives investment
subadvisory services from Draycott Partners, Ltd. The Alger Equity Growth
Series receives investment subadvisory services from Fred Alger Management,
Inc. The Davis Venture Value Series receives investment subadvisory services
from Davis Selected Advisers, L.P. The Salomon Brothers Strategic Bond
Opportunities Series and Salomon Brothers U.S. Government Series receive
investment subadvisory services from Salomon Brothers Asset Management Inc.
More complete information on each Series of the New England Zenith Fund is
contained in the attached New England Zenith Fund prospectus, which you should
read carefully before investing, as well as in the New England Zenith Fund's
Statement of Additional Information, which may be obtained free of charge by
writing to New England Securities, 399 Boylston St., Boston, Massachusetts,
02116.
The Overseas Portfolio and the Equity-Income Portfolio receive investment
advice from Fidelity Management & Research Company. More complete information
on the Equity-Income and Overseas Portfolio of the Variable Insurance Products
Fund is contained in the prospectus of that Fund, which you should read
carefully before investing, as well as in the Variable Insurance Products
Fund's Statement of Additional Information, which may be obtained free of
charge by writing to Fidelity Distributors Corporation, 82 Devonshire Street,
Boston, Massachusetts, 02109.
SUBSTITUTION OF INVESTMENTS
If investment in the Eligible Funds or a particular Series or Portfolio is
no longer possible or in the judgment of the Company becomes inappropriate for
the purposes of the Contract, the Company may substitute another Eligible Fund
or Funds without your consent. Substitution may be made with respect to both
existing investments and the investment of future purchase payments. However,
no such substitution will be made without any necessary approval of the
Securities and Exchange Commission.
GUARANTEED OPTION
Net purchase payments may also be allocated to the Fixed Account option in
states that have approved the Fixed Account option. The Fixed Account is a
part of the Company's general account and provides guarantees of principal and
interest. (See "The Fixed Account" for more information.)
THE CONTRACTS
The Contracts provide that purchase payments will be invested by the Company
in the Eligible Fund(s) you select and that, after annuitization, the Company
will make variable annuity payments on a monthly basis, unless you elect
otherwise. You assume the risk of investment gain or loss in that the value of
your Contract before annuitization and, in the case of a variable payment
option, the annuity payments after annuitization will vary with the investment
performance of those Eligible Funds in which your Contract is invested.
PURCHASE PAYMENTS
Under current rules, the minimum initial purchase payment for flexible
payment Contracts issued in connection with tax-benefited retirement plans
other than individual retirement accounts under Section 408(a) of the Code or
individual retirement annuities under Section 408(b) of the Code (both
referred to as "IRAs") is $50. For flexible payment Contracts issued in
connection with IRAs, the Company currently requires a minimum initial
purchase payment of $2,000, although the Company requires a minimum initial
payment of $100 if monthly payments are to be withdrawn from your bank
checking account or TNE Cash Management Account, a service known as the Master
Service Account arrangement ("MSA"). For all other flexible payment Contracts,
the minimum initial purchase payment is $5,000, although the Company requires
a minimum initial payment of $100 if monthly payments are to be made through
MSA. The Company may consent to lower initial purchase payments in certain
situations. Additional purchase payments must be at least $25, although the
Company currently requires minimum additional purchase payments to be at least
$50 if they are made through a group billing arrangement (also known as a
"list-bill" arrangement) and $100 per month if they are made through MSA. The
Company reserves the right to limit the amount of purchase payments under a
Contract in any Contract Year to three times the anticipated annual
contribution that you specify in your Contract application. The Company
currently limits anticipated annual contributions to $100,000, so that the
maximum amount you may contribute in any Contract Year is $300,000, or three
times your specified anticipated annual contribution, if less. Except with the
consent of the Company, the minimum purchase payment for a single payment
Contract is $2,000 for Contracts issued in connection with IRAs and $5,000 for
all
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other Contracts, and the maximum purchase payment for a single payment
contract is $1,000,000. Payments in addition to the required minimum purchase
payment may also be made on a single payment Contract, subject to the minimums
set forth above. The Company reserves the right to limit purchase payments
made in any Contract Year or in total under a single payment Contract.
The Company will determine whether to approve applications for new
Contracts, and will apply initial purchase payments under new Contracts not
later than 2 business days after a completed application (including the
initial purchase payment) is received at the Company's Designated Office. If
an application is not complete upon receipt, the Company will apply the
initial purchase payment not later than 2 business days after it is completed.
If an incomplete application is not completed within 5 days after the Company
receives it, however, the Company will inform the applicant of the reasons for
the delay and will refund any purchase payment unless the applicant consents
to allow the Company to retain the purchase payment until the application is
made complete. The Company reserves the right to reject any application.
ALLOCATION OF PURCHASE PAYMENTS
Net purchase payments are converted into Accumulation Units of the sub-
accounts you select, subject to the limitation that Contract Value may be
allocated among no more than 10 accounts, including the Fixed Account, at any
time. The number of Accumulation Units of each sub-account to be credited to
the Contract is determined by dividing the net purchase payment by the
Accumulation Unit Value for the selected sub-accounts next determined
following receipt of the purchase payment at the Company's Designated Office
(or, in the case of the initial purchase payment, next determined following
approval of the Contract application). In the case of an initial purchase
payment to be made by exchanging a variable annuity contract issued by New
England Variable Annuity Fund I (a "Fund I contract") or New England
Retirement Investment Account (a "Preference contract"), the payment will be
applied using the Accumulation Unit Value next determined following approval
of the Contract application and receipt of the proceeds of the Fund I or
Preference contract.
CONTRACT VALUE AND ACCUMULATION UNIT VALUE
The value of a Contract is determined by multiplying the number of
Accumulation Units credited to the Contract by the appropriate Accumulation
Unit Values. As described below, the Accumulation Unit Value of each sub-
account depends on the net investment experience of its corresponding Eligible
Fund and reflects fees and expenses borne by the Eligible Fund as well as
charges assessed against sub-account assets. The Accumulation Unit Value of
each sub-account was set at $1.00 on or about the date on which shares of the
corresponding Eligible Fund first became available to investors. The
Accumulation Unit Value is determined as of the close of regular trading on
the New York Stock Exchange on each day during which the Exchange is open for
trading by multiplying the last-determined Accumulation Unit Value by the net
investment factor determined as of the close of regular trading on the
Exchange on that day. To determine the net investment factor for any sub-
account, the Company takes into account the change in net asset value per
share of the Eligible Fund held in the sub-account as of the close of regular
trading on the Exchange on that day from the net asset value most recently
determined, the amount of dividends or other distributions made by that
Eligible Fund since the previous determination of net asset value per share,
and daily deductions for the Mortality and Expense Risk Charge and
Administration Asset Charge, equal, on an annual basis, to 1.35% of the
average daily net asset value of the sub-account. The formula for determining
the net investment factor is described under the caption "Net Investment
Factor" in the Statement of Additional Information.
The net investment factor may be greater or less than one, depending in part
upon the investment performance of the Eligible Fund which is the underlying
investment of the sub-account, and you bear this investment risk. The net
investment results are also affected by the deductions from sub-account assets
for the Mortality and Expense Risk Charge and Administration Asset Charge.
Under a Contract with the Fixed Account option, the total Contract Value
includes the amount of Contract Value held in the Fixed Account. Under a
Contract that permits Contract loans, the Contract Value also includes the
amount of Contract Value transferred to the Company's general account (but
outside of the Fixed Account) as a result of a loan and any interest credited
on that amount. Interest earned on the amount held in the general account as a
result of a loan will be credited to the Contract's sub-accounts annually in
accordance with the allocation instructions in effect for purchase payments
under your Contract on the date of the crediting. (See "Loan Provision for
Certain Tax Benefited Retirement Plans.")
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PAYMENT ON DEATH PRIOR TO ANNUITIZATION
If the Annuitant dies after annuitization, the amount payable, if any, will
be as specified in the annuity payment option selected. Prior to
annuitization, the Contract's Death Proceeds are payable to the Beneficiary if
the Company receives due proof of death of: (1) the Contract Owner; or (2) the
Annuitant, in the case of a Contract that is not owned in an individual
capacity.
The Contract's Death Proceeds at any time are the greater of: (1) the sum of
all purchase payments adjusted for any partial surrenders; or (2) the current
Contract Value. For this purpose, the current Contract Value is the value next
determined after the later of the date when the Company receives at the
Designated Office: (1) due proof of death; or (2) an election of continuation
of the Contract (if available) or of payment either in one sum or under an
annuity payment option.
Death Proceeds will be reduced by the amount of any outstanding loan plus
accrued interest. (See "Loan Provision for Certain Tax Benefited Retirement
Plans.")
OPTIONS FOR DEATH PROCEEDS
The Death Proceeds, reduced by the amount of any outstanding loan plus
accrued interest, will be paid in a lump sum or will be applied to provide one
or more of the fixed or variable methods of payment available. (See "Annuity
Options.") The Contract Owner may elect the form of payment during his or her
lifetime (or during the Annuitant's lifetime, if the Contract is not owned in
an individual capacity). Such an election, particularly in the case of
Contracts issued in connection with retirement plans qualifying for tax
benefited treatment, is subject to any applicable requirements of Federal tax
law. If the Contract Owner has not made such an election, payment will be in a
single sum, unless the Beneficiary elects an annuity payment option within 90
days after receipt by the Company of due proof of the Annuitant's death or
elects to apply the amount payable under the Contract to purchase a new
Contract. Whether and when such an election is made could affect when the
Death Proceeds are deemed to be received under the tax laws.
The Company also intends to make Beneficiary Continuation and Spousal
Continuation provisions available under the Contracts, subject to any
necessary state approvals. Under these provisions, an eligible Beneficiary
would also have the option of continuing the Contract, as further described
below. IF EITHER BENEFICIARY OR SPOUSAL CONTINUATION APPLIES TO A CONTRACT,
AND AN ELIGIBLE BENEFICIARY DOES NOT MAKE AN ELECTION OF CONTINUATION OF THE
CONTRACT OR OF PAYMENT EITHER IN ONE SUM OR UNDER AN ANNUITY PAYMENT OPTION
WITHIN 90 DAYS AFTER THE COMPANY RECEIVES DUE PROOF OF DEATH, THE CONTRACT
WILL BE CONTINUED UNDER THE APPLICABLE CONTINUATION PROVISION.
For non-tax qualified plans, the Code requires that if the Contract Owner
(or, if applicable, the Annuitant) dies prior to annuitization, the Death
Proceeds must be either: (1) distributed within five years after the date of
death; or (2) applied to a payment option payable over the life (or over a
period not exceeding the life expectancy) of the Beneficiary, provided further
that payments under the payment option must begin within one year of the date
of death. There are comparable rules for distributions on the death of the
Annuitant under tax qualified plans; however, if the Beneficiary under a tax
qualified Contract is the Annuitant's spouse, the Code generally allows
distributions to begin by the year in which the Annuitant would have reached
age 70 1/2 (which may be more or less than five years after the Annuitant's
death). See "Taxation of the Contracts--Special Rules for Annuities Purchased
for Annuitants Under Retirement Plans Qualifying for Tax Benefited Treatment--
Distributions from the Contract."
If a Contract Owner (or, if applicable, the Annuitant) dies on or after
annuitization, the remaining interest in the Contract must be distributed at
least as quickly as under the method of distribution in effect on the date of
death.
--BENEFICIARY CONTINUATION
In keeping with the Code's general requirement that Death Proceeds must be
distributed within five years after the death of the Contract Owner (or, if
applicable, the Annuitant), the Beneficiary Continuation provision permits a
Beneficiary to hold his or her share of the Death Proceeds (as determined
after the Death Proceeds have been reduced by the amount of any outstanding
loan plus accrued interest) in the Contract and to continue the Contract for a
period ending five years after the date of death, provided that the
Beneficiary's share of the Death Proceeds meets the Company's published
minimum (currently $5,000 for non-tax qualified Contracts and $2,000 for tax
qualified Contracts). THE CONTRACT CANNOT BE CONTINUED FOR ANY BENEFICIARY
WHOSE SHARE OF THE DEATH PROCEEDS DOES NOT MEET THE MINIMUM.
The Beneficiary has 90 days after the date the Company receives due proof of
death to make an election with respect to his or her share of the Death
Proceeds. The Beneficiary may elect either: (1) payment in a single sum; (2)
application to a
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permitted annuity payment option with payments to begin within one year of the
date of death; or (3) Beneficiary Continuation, provided that the
Beneficiary's share of the Death Proceeds meets the Company's published
minimum. IF THE BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER THE
COMPANY RECEIVES DUE PROOF OF DEATH, THE CONTRACT WILL BE CONTINUED UNDER THE
BENEFICIARY CONTINUATION PROVISION FOR A PERIOD ENDING FIVE YEARS AFTER THE
DATE OF DEATH. IF BENEFICIARY CONTINUATION IS NOT AVAILABLE BECAUSE THE
BENEFICIARY'S SHARE OF THE DEATH PROCEEDS DOES NOT MEET THE COMPANY'S
PUBLISHED MINIMUM, HOWEVER, THE DEATH PROCEEDS WILL BE PAID IN A SINGLE SUM
UNLESS THE BENEFICIARY ELECTS AN ANNUITY PAYMENT OPTION WITHIN 90 DAYS AFTER
THE COMPANY RECEIVES DUE PROOF OF DEATH.
If the Contract is continued under the Beneficiary Continuation provision,
the Death Proceeds (reduced by the amount of any outstanding loan plus accrued
interest) become the Contract Value on the date the continuation is effected,
and will be allocated among the accounts in the same proportion as they had
been prior to the continuation. In addition, the Beneficiary will have the
right to make transfers and fully or partially surrender his or her Contract
Value, and no contingent deferred sales charge will apply. The Beneficiary
cannot, however, make additional purchase payments, take loans or exercise the
dollar cost averaging feature. Five years from the date of death of the
Contract Owner (or, if applicable, the Annuitant), the Company will pay the
Beneficiary's Contract Value to the Beneficiary. If the Beneficiary dies
during that five year period, the Beneficiary's death benefit will be the
Beneficiary's Contract Value on the date when the Company receives due proof
of the Beneficiary's death.
--SPECIAL OPTIONS FOR SPOUSES
Under the Spousal Continuation provision, the Contract may be continued
after the death of the Contract Owner (or the Annuitant, in the case of a
Contract that is not owned in an individual capacity) if the Contract
identifies the deceased spouse as the Contract Owner (or, if applicable, the
Annuitant) and the surviving spouse as the primary Beneficiary. In that case,
the surviving spouse can elect one of the following three options within 90
days after the Company receives due proof of death of the Contract Owner (or,
if applicable, the Annuitant). The surviving spouse may elect: (1) to receive
the Death Proceeds (reduced by the amount of any outstanding loan plus accrued
interest) either in one sum or under a permitted payment option; (2) to
continue the Contract under the Beneficiary Continuation provision; or (3) to
continue the Contract under the Spousal Continuation provision with the
surviving spouse as the Contract Owner (or, if applicable, the Annuitant). IF
THE SURVIVING SPOUSE DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER THE
COMPANY RECEIVES DUE PROOF OF DEATH, THE CONTRACT WILL AUTOMATICALLY BE
CONTINUED UNDER THE SPOUSAL CONTINUATION PROVISION, WITH THE RESULT THAT THE
SURVIVING SPOUSE WILL FOREGO THE RIGHT TO RECEIVE THE DEATH PROCEEDS AT THAT
TIME.
A surviving spouse who elects Beneficiary Continuation under a Contract that
is qualified for tax-benefited treatment under the Code must begin to receive
distributions from the Contract by the earlier of: (1) five years from the
date of death; and (2) the year in which the Contract Owner (or, if
applicable, the Annuitant) would have reached age 70 1/2.
Under the Spousal Continuation provision, all terms and conditions of the
Contract that applied prior to the death will continue to apply, regardless of
whether or not the Contract is qualified for tax benefited treatment under the
Code, except that:
a. The surviving spouse will not be permitted to make additional purchase
payments or take loans under Contracts issued in connection with a
retirement plan qualifying for tax benefited treatment under Section 401 or
403 of the Internal Revenue Code; and
b. The Maturity Date will be reset to a later date, if necessary, based
on the age of the surviving spouse. The Maturity Date cannot be reset to an
earlier date. In the event the Maturity Date is reset, the new Maturity
Date will be the date when the surviving spouse reaches the maximum
maturity age under applicable state law. In most states, the maximum
maturity age is 95, but the maximum maturity age is 85 in New York and
Pennsylvania.
The Spousal Continuation provision will not be available if, at the time of
the Contract Owner's death, the surviving spouse is older than the maximum
maturity age under applicable state law. In addition, the Spousal Continuation
provision will not be available if, at the original Maturity Date, the
surviving spouse would be older than the maximum maturity age under applicable
state law.
If a Contract is subject to a loan at the time the Contract Owner (or, if
applicable, the Annuitant) dies, and the Contract is continued under the
Spousal Continuation provision, the amount of the outstanding loan plus
accrued interest will be treated as a taxable distribution from the Contract
to the deceased Contract Owner, and the Contract Value will be reduced
accordingly.
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TRANSFER PRIVILEGE
It is the position of the Company that you may transfer your Contract Value
among accounts without incurring adverse federal income tax consequences. It
is not clear, however, whether the Internal Revenue Service will limit the
number of transfers between sub-accounts and/or the Fixed Account in an
attempt to limit the Contract Owner's incidents of ownership in the assets
used to support the Contract. See "Taxation of the Contracts--Special Rules
for Annuities Used By Individuals or with Plans and Trusts not Qualifying
Under the Code for Tax Benefited Treatment." The Company currently allows 12
free transfers per Contract Year prior to annuitization. Additional transfers
are subject to a $10 charge per transfer. The Company reserves the right to
impose a charge of $10 on each transfer in excess of four per year and to
limit the number of transfers. After variable annuity payments have commenced,
you may make one transfer per year without the consent of the Company, and the
Fixed Account is not available under variable payment options. All transfers
are subject to the requirement that the amount of Contract Value transferred
be at least $25 (or, if less, the amount of Contract Value held in the sub-
account from which the transfer is made) and that, after the transfer is
effected, Contract Value be allocated among not more than ten accounts,
including the Fixed Account. Transfers will be accomplished at the relative
net asset values per share of the particular Eligible Funds next determined
after the request is received by the Company's Designated Office. See
"Requests and Elections" for information regarding transfers made by written
request and by telephone.
For special rules regarding transfers involving the Fixed Account, see "The
Fixed Account." Transfers out of the Fixed Account are limited as to timing,
frequency and amount.
DOLLAR COST AVERAGING
The Company offers an automated transfer privilege referred to here as
dollar cost averaging. Under this feature you may request that a certain
amount of your Contract Value be transferred on the same day each month, prior
to annuitization, from any one account of your choice (excluding the Fixed
Account) to one or more of the other accounts (excluding the Fixed Account)
subject to the limitation that Contract Value may not be allocated to more
than 10 accounts, including the Fixed Account, at any time. Currently, a
minimum of $100 must be transferred to each account that you select under this
feature. Transfers made under the dollar cost averaging program will not be
counted against the twelve transfers per year which may be made free of
charge. You may cancel your use of the dollar cost averaging program at any
time prior to the monthly transfer date. (See Appendix A for more information
about Dollar Cost Averaging.) Requests related to your use of the dollar cost
averaging program should be sent to the Designated Office.
SURRENDERS
Prior to annuitization, you may surrender the Contract for all or part of
the Contract Value (reduced by the amount of any outstanding loan plus accrued
interest.) (See "Loan Provision for Certain Tax Benefited Retirement Plans.")
This right is subject to any restrictions on surrender under applicable laws
relating to employee benefit plans or under the terms of the plans themselves.
The election to surrender must be in a form conforming to the Company's
administrative procedures and must be received at the Company's Designated
Office prior to the earlier of the Maturity Date or the Annuitant's death. You
may receive the proceeds in cash or apply them to an annuity payment option.
If you wish to apply the proceeds to a payment option, you must so indicate in
your surrender request; otherwise you will receive the proceeds in a lump sum
and may be taxed on them as a full distribution. Payment of surrender proceeds
normally will be made within 7 days, subject to the Company's right to suspend
payments under certain circumstances. (See "Suspension of Payments.") The
Federal tax laws impose penalties upon, and in some cases prohibit, certain
premature distributions from the Contracts before or after the date on which
annuity payments are to begin. (See "Federal Income Tax Status.") No surrender
is permitted in connection with a Contract issued pursuant to the Optional
Retirement Program of the University of Texas System prior to the plan
participant's death, retirement, or termination of employment in all Texas
public institutions of higher education.
On receipt of an election to surrender, the Company will cancel the number
of Accumulation Units necessary to equal the dollar amount of the surrender
request. On a full surrender, any applicable Administration Contract Charge
will be deducted from this amount. Any applicable Contingent Deferred Sales
Charge will be deducted from this amount on a full or partial surrender. Also,
any applicable Contingent Deferred Sales Charge will be imposed upon the
application of proceeds to an annuity payment option unless you elect (a) a
variable life income option (payment options 2, 3 or 6 as described under
"Annuity Options") or (b) for Contracts that have been in force at least five
years, a fixed life income payment option (comparable to payment options 2, 3
or 6 as described under "Annuity Options" but on a fixed basis). (See
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"Administration Charges, Contingent Deferred Sales Charge and Other
Deductions" and "Annuity Options."') A partial surrender will reduce the
Contract Value in the sub-accounts in proportion to the amount of Contract
Value in each sub-account, unless you request otherwise. Surrenders and
related charges will be based on Accumulation Unit Values next determined
after the election is received at the Company's Designated Office or, if
surrender proceeds are to be applied to an annuity payment option, at such
later date as may be specified in the request for surrender. After a partial
surrender, the remaining Contract Value must be at least $500 (unless the
Company consents to a lesser amount) or, if the Contract is subject to an
outstanding loan, the remaining unloaned Contract Value must be at least 10%
of the total Contract Value after the partial surrender or $500, whichever is
greater (unless the Company consents to a lesser amount). If the requested
partial surrender would not satisfy this requirement, at the Contract Owner's
option either the amount of the partial surrender will be reduced or the
transaction will be treated as a full surrender and any applicable Contingent
Deferred Sales Charge will be deducted from the proceeds.
Any surrender may result in adverse tax consequences. You are advised to
consult a qualified tax advisor as to the consequences of such a distribution.
(See "Federal Income Tax Status.")
SYSTEMATIC WITHDRAWALS
The Systematic Withdrawal feature available under the Contracts allows the
Contract Owner to have a portion of the Contract Value withdrawn automatically
at regularly scheduled intervals prior to annuitization. The application for
the Systematic Withdrawal feature specifies the applicable terms and
conditions of the program. Systematic Withdrawals are processed on the same
day each month, depending on your election. If the New York Stock Exchange is
closed on the day when the withdrawal is to be made, the withdrawal will be
processed on the next business day. The Contingent Deferred Sales Charge will
apply to amounts received under the Systematic Withdrawal program in the same
manner as it applies to other partial surrenders and surrenders of Contract
Value. (See "Contingent Deferred Sales Charge.") Of course, continuing to make
purchase payments under the Contract while you are making Systematic
Withdrawals means that you could incur any applicable Contingent Deferred
Sales Charge on the withdrawals at the same time that you are making the new
purchase payments. The Federal tax laws may include systematic withdrawals in
the Contract Owner's gross income in the year in which the withdrawal occurs
and will impose a penalty of 10% on certain systematic withdrawals which are
premature distributions.
LOAN PROVISION FOR CERTAIN TAX BENEFITED RETIREMENT PLANS
Contract loans are available to participants under TSA Plans that are not
subject to ERISA, to trustees of Qualified Plans and to fiduciaries of TSA
Plans subject to ERISA in those states where the insurance department has
approved the currently applicable Contract loan provision. (The Contracts are
only available on a limited basis to plans qualified under Section 401(k) of
the Code and are no longer being offered to TSA Plans subject to ERISA. See
"Retirement Plans Offering Federal Tax Benefits.")
The Department of Labor has issued regulations (the "ERISA regulations")
governing plan participant loans under retirement plans subject to ERISA.
Generally, the ERISA regulations will apply to retirement plans that qualify
under Sections 401(a) and 401(k) of the Code and employer-sponsored TSA Plans
(generally those to which employers make contributions not attributable to
salary reduction agreements). YOU AND YOUR EMPLOYER ARE RESPONSIBLE FOR
DETERMINING WHETHER YOUR PLAN IS SUBJECT TO AND COMPLIES WITH THE ERISA
REGULATIONS ON PARTICIPANT PLAN LOANS.
It is the responsibility of the trustee of a Qualified Plan or fiduciary of
a TSA Plan subject to ERISA to ensure that the proceeds of a Contract loan are
made available to a participant under a separate plan loan agreement, the
terms of which comply with all the plan qualification requirements including
the requirements of the ERISA regulations on plan loans. Therefore, the plan
loan agreement may differ from the Contract loan provisions and, if you are a
participant in a Qualified Plan or a TSA Plan subject to ERISA, you should
consult with the fiduciary administering the plan loan program to determine
your rights and obligations with respect to plan loans.
The ERISA regulations contain requirements for plan loans relating to their
maximum amount, availability, and other matters. Among the rules are the
requirements that the loan bear a reasonable rate of interest, be adequately
secured, provide a reasonable repayment schedule, and be made available on a
basis that does not discriminate in favor of employees who
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are officers or shareholders or who are highly compensated. These regulations
may change from time to time. Failure to comply with these requirements may
result in tax penalties under the Code and under ERISA.
One of the current requirements of the ERISA regulations is that the plan
must charge a "commercially reasonable" rate of interest for plan loans. The
Contract loan interest rate may not be considered "commercially reasonable"
within the meaning of the ERISA regulations, and it is the responsibility of
the plan fiduciary to charge the participant any additional interest under the
plan loan agreement which may be necessary to make the overall rate charged
comply with the regulation. The ERISA regulations also currently require that
a loan be adequately secured, but provide that not more than 50% of the
participant's vested account balance under the plan may be used as security
for the loan. A Contract loan is secured by the portion of the Contract Value
which is held in the Company's general account as a result of the loan. The
plan fiduciary must ensure that the Contract Value held as security under the
Contract, plus any additional portion of the participant's vested account
balance which is used as security under the plan loan agreement, does not
exceed 50% of the participant's total vested account balance under the plan.
The amount of any loan may not exceed the maximum loan amount as determined
under the Company's maximum loan formula. The effect of a loan on your
Contract is that a portion of the Contract Value equal to the amount of the
loan will be transferred to the Company's general account and will earn
interest (which is credited to the Contract) at the effective rate of 4 1/2%
per year. This earned interest will be credited to the Contract's sub-accounts
(and, if available under your Contract, to the Fixed Account) annually in
accordance with the allocation instructions in effect for purchase payments
under your Contract on the date of the crediting. Interest charged on the loan
will be 6 1/2% per year. Depending on the Company's interpretation of
applicable law and on the Company's administrative procedures, the interest
rates charged and earned on loaned amounts may be changed (for example, to
provide for a variable interest rate) with respect to new loans made. The
Company may also establish a minimum loan amount. Because the amount moved to
the general account as a result of the loan does not participate in the
Variable Account's investment experience, a Contract loan can have a permanent
effect on the Contract Value and Death Proceeds.
The Company will not permit more than one loan at a time on any Contract
except where state regulators require otherwise. In addition, the Code
provides that the total amount of loans under all your retirement plans may
not at any one time exceed $50,000 less the highest outstanding loan balance
in the preceding 12 months, subject, however, to a smaller maximum, if
applicable, of the greater of: (1) $10,000; or (2) 50% of the value of your
nonforfeitable, accrued benefits. Loans must be repaid within 5 years except
for certain loans used for the purchase of a principal residence, which must
be repaid within 20 years. Repayment of the principal amount and interest on
the loan will be required in equal monthly installments by means of repayment
procedures established by the Company. Contract loans are subject to
applicable retirement program laws and their taxation is determined under the
Code. Under current practice, if a Contract loan installment repayment is not
made, the Company (unless restricted by law) may make a full or partial
surrender of the Contract in the amount of the unpaid installment repayment on
the Contract loan or, if there is a default on the Contract loan, in an amount
equal to the outstanding loan balance (plus any applicable Contingent Deferred
Sales Charge and $30 Administration Contract Charge in each case). (A default
on the loan is defined in the loan application and includes, among other
things, nonpayment of three consecutive or a total of five installment
repayments, or surrender of the Contract.) An installment repayment of less
than the amount billed will not be accepted. A full or partial surrender of
the Contract to repay all or part of the loan may result in serious adverse
tax consequences for the plan participant (including penalty taxes) and may
adversely affect the qualification of the plan or Contract. The trustee of a
Qualified Plan or a TSA Plan subject to ERISA will be responsible for
reporting to the IRS and advising the participant of any tax consequences
resulting from the reduction in the Contract Value caused by the surrender and
for determining whether the surrender adversely affects the qualification of
the plan. In the case of a TSA Plan not subject to ERISA, the Company will
report the surrender to the IRS as a taxable distribution under the Contract.
The Internal Revenue Service issued proposed regulations in December of
1995, which, if finalized in their present form, would require that if the
repayment terms of a loan are not satisfied after the loan has been made due
to a failure to make a loan repayment as scheduled, including any applicable
grace period, the balance of the loan would be deemed to be distributed. If
the loan is treated as a distribution under Code Section 72(p), the proposed
regulations state that the amount so distributed is to be treated as a taxable
distribution subject to the normal rules of Code Section 72, if the
participant's interest in the plan includes after-tax contributions (or other
tax basis). A deemed distribution would also be a distribution for purposes of
the 10 percent tax in Code Section 72(t) and the excise tax on excess
distributions under Section 4980A.
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However, a deemed distribution under Section 72(p) would not be treated as an
actual distribution for purposes of Code Section 401, the rollover and income
averaging provisions of Section 402 and the distribution restrictions of
Section 403(b).
Partial surrenders will be restricted by the existence of a loan and, after
any partial surrender, the remaining unloaned Contract Value must be at least
10% of the total Contract Value after the partial surrender or $500, whichever
is greater (unless the Company consents to a lesser amount). If a partial
surrender by the Company to enforce the loan repayment schedule would reduce
the unloaned Contract Value below this amount, the Company reserves the right
to surrender the entire Contract and apply the Contract Value to the
Contingent Deferred Sales Charge, the $30 Administration Contract Charge and
the amount owed to the Company under the loan. If at any time an excess
Contract loan exists (that is, the Contract loan balance exceeds the Contract
Value), the Company has the right to terminate the Contract.
Unless you request otherwise, Contract loans will reduce the amount of the
Contract Value in the sub-accounts (and, if available under your Contract, in
the Fixed Account) in proportion to the Contract Value then in each sub-
account (and in the Fixed Account). If any portion of the Contract loan was
attributable to Contract Value in the Fixed Account, then an equal portion of
each loan repayment will have to be allocated to the Fixed Account. (For
example, if 50% of the loan was attributable to your Fixed Account Contract
Value, then 50% of each loan repayment will be allocated to the Fixed
Account). Unless you request otherwise, a repayment will be allocated to the
sub-accounts in the same proportions to which the loan was attributable to the
sub-accounts. (Under certain loans made prior to the date of this prospectus
and loans made in South Carolina, repayments will be allocated, unless you
request otherwise, according to the allocation instructions in effect for
purchase payments under your Contract, pursuant to the terms of the applicable
Contract loan endorsement.)
The amount of the death proceeds, the amount payable upon surrender of the
Contract and the amount applied on the Maturity Date to provide annuity
payments will be reduced by the amount of any outstanding Contract loan plus
accrued interest. In these circumstances, the amount of the outstanding
contract loan plus accrued interest generally will be taxed as a taxable
distribution.
The tax and ERISA rules relating to participant loans under tax benefited
retirement plans are complex and in some cases unclear, and they may vary
depending on the individual circumstances of each loan. The Company strongly
recommends that you, your employer and your plan fiduciary consult a qualified
tax advisor regarding the currently applicable tax and ERISA rules before
taking any action with respect to loans.
The Company will provide further information regarding loans upon request.
DISABILITY BENEFIT RIDER
A disability benefit rider may be purchased, provided that the Annuitant
satisfies any applicable underwriting standards. This feature is available
only if you are under age 60 when your contract is issued and if you plan to
make regular annual contributions to the Contract. If the Annuitant becomes
totally disabled, the rider provides that the Company will make monthly
purchase payments under the Contract, subject to the terms and conditions of
the rider.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the payment of any
amounts due under the Contract or transfers of Contract Values between sub-
accounts when permitted under applicable Federal laws, rules and regulations.
Current Federal law permits such suspension or postponement if: (a) the New
York Stock Exchange is closed (other than for customary weekend and holiday
closings); (b) trading on the Exchange is restricted; (c) an emergency exists
such that it is not reasonably practicable to dispose of securities held in
the Variable Account or to determine the value of its assets; or (d) the
Securities and Exchange Commission by order so permits for the protection of
securities holders. Conditions described in (b) and (c) will be decided by or
in accordance with rules of the Securities and Exchange Commission.
OWNERSHIP RIGHTS
During the Annuitant's lifetime, all rights under the Contract are vested
solely in the Contract Owner unless otherwise provided. Such rights include
the right to change the Beneficiary, to change the payment option, to assign
the Contract (subject to the restrictions referred to below), and to exercise
all other rights, benefits, options and privileges conferred by the Contract
or allowed by the Company. Transfer of ownership of the Contract under an
ERISA "Pension Plan" to a non-spousal beneficiary may require spousal consent.
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Qualified Plans and certain TSA Plans and IRAs with sufficient employer
involvement are deemed to be "Pension Plans" under ERISA and are, therefore,
subject to rules under the Retirement Equity Act of 1984. These rules require
that benefits from annuity contracts purchased by a Pension Plan and
distributed to or owned by a participant be provided in accordance with
certain spousal consent, present value and other requirements which are not
enumerated in the Contract. Thus, the tax consequences of the purchase of the
Contracts by Pension Plans should be considered carefully.
Those Contracts offered by the prospectus which are designed to qualify for
the favorable tax treatment described below under "Federal Income Tax Status"
contain restrictions on transfer or assignment, reflecting requirements of the
Code which must be satisfied in order to assure continued eligibility for such
tax treatment. In accordance with such requirements, ownership of such a
Contract may not be changed and the Contract may not be sold, assigned or
pledged as collateral for a loan or for any other purpose except under certain
limited circumstances. A Contract Owner contemplating a sale, assignment or
pledge of the Contract should carefully review its provisions and consult a
qualified tax adviser.
If Contracts offered by this prospectus are used in connection with deferred
compensation plans or retirement plans not qualifying for favorable Federal
tax treatment, such plans may also restrict the exercise of rights by the
Contract Owner. A Contract Owner should review the provisions of any such
plan.
REQUESTS AND ELECTIONS
Requests for transfers or reallocation of future purchase payments may be
made by telephone or written request (which may be telecopied) to the Company
at its Designated Office. Written requests for such transfers or changes of
allocation must be in a form acceptable to the Company. To request a transfer
or change of allocation by telephone, please contact your registered
representative, or contact the Company's Designated Office at 1-800-777-5897
between the hours of 9:00 a.m. and 4:00 p.m., Eastern Time. Requests for
transfer or reallocation by telephone will be automatically permitted. The
Company (or any servicer acting on its behalf) will use reasonable procedures
such as requiring certain identifying information from the caller, tape
recording the telephone instructions, and providing written confirmation of
the transaction, in order to confirm that instructions communicated by
telephone are genuine. Any telephone instructions reasonably believed by the
Company (or any servicer acting on its behalf) to be genuine will be your
responsibility, including losses arising from any errors in the communication
of instructions. As a result of this policy, you will bear the risk of loss.
If the Company (or any servicer acting on its behalf) does not employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine, it may be liable for any losses due to unauthorized or fraudulent
transactions. All other requests and elections under a Contract must be in
writing signed by the proper party, must include any necessary documentation
and must be received at the Company's Designated Office to be effective. If
acceptable to the Company, requests or elections relating to Beneficiaries and
ownership will take effect as of the date signed unless the Company has
already acted in reliance on the prior status. The Company is not responsible
for the validity of any written request or election.
TEN DAY RIGHT TO REVIEW
Within 10 days (or more where required by applicable state insurance law) of
your receipt of an issued Contract you may return it to the Company at its
Designated Office for cancellation. Upon cancellation of the Contract, the
Company will refund all your purchase payments. If required by the insurance
law or regulations of the state in which your Contract is issued, however, the
Company will return to you an amount equal to the sum of (1) any difference
between the purchase payments made and the amounts allocated to the Variable
Account and (2) the Contract Value.
ADMINISTRATION CHARGES, CONTINGENT
DEFERRED SALES CHARGE AND OTHER DEDUCTIONS
ADMINISTRATION CHARGES
The Company is responsible for administering the Contracts and the Variable
Account. The Company's administrative services include issuing Contracts,
maintaining Contract Owner records and accounting, valuation, regulatory and
reporting services. To cover the cost of these services, the Company receives
two Administration Charges equal, on an annual basis, to $30 per Contract plus
.40% of the daily net assets of each sub-account. The Administration Charges
will be deducted
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from each sub-account in the ratio of your interest therein to your total
Contract Value. In addition, the Company charges a transfer fee for certain
transfers of Contract Value between accounts, as described below.
The annual $30 Administration Contract Charge is deducted from the Contract
Value on each Contract anniversary for the prior Contract Year and will be
deducted on a pro rata basis at annuitization or at the time of a full
surrender if the annuitization or surrender occurs on a date other than a
Contract anniversary. In those instances in which two Contracts are issued to
permit the funding of a spousal IRA, the Administration Contract Charge will
be imposed only on the Contract to which the larger purchase payments have
been allocated in the Contract application.
The Administration Asset Charge is equal to an annual rate of .40% of net
assets and is computed and deducted on a daily basis from each sub-account. As
a percentage of net assets, this charge will not increase over the life of a
Contract, but the total dollar amount of the charge will vary depending on the
level of net assets. The Administration Asset Charge will continue to be
assessed after annuitization if annuity payments are made on a variable basis.
There is not necessarily a relationship between the amount of this charge
imposed on a given Contract and the amount of expenses that may be
attributable to that Contract. (See "Annuity Payments.")
Prior to annuitization, the Company also imposes a transfer fee of $10 for
each transfer of Contract Value in excess of 12 per Contract Year. The Company
reserves the right to impose a transfer fee of $10 on each transfer in excess
of 4 per Contract Year and to limit the number of transfers.
The Company does not expect the Administration Charges and transfer fee to
exceed the actual costs (including overhead costs) of administering the
Contracts. The Company periodically will monitor the Administration Charges
and transfer fee to determine whether they exceed the actual cost of providing
administrative services for the Contracts.
MORTALITY AND EXPENSE RISK CHARGE
The Company deducts a Mortality and Expense Risk Charge from the Variable
Account as compensation for assuming the mortality and expense risks under the
Contract. By assuming the expense risk under the Contract, the Company
guarantees that the dollar amount of the Administration Contract Charge and
the amount of the Administration Asset Charge as a percentage of Contract
Value will not increase over the life of a Contract, regardless of the actual
expenses. By assuming the mortality risk, the Company guarantees that,
although annuity payments will vary according to the performance of the
investments you select, annuity payments will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the general
population. The Company assumes this mortality risk by virtue of annuity rates
in the Contract that cannot be changed. The Company also assumes the risk of
making a minimum death benefit payment if the Annuitant dies prior to
annuitization. (See "Payment on Death Prior to Annuitization.")
The Mortality and Expense Risk Charge is computed and deducted on a daily
basis from the assets in each sub-account attributable to the Contracts. The
charge is at an annual rate of .95% of the daily net assets of each such sub-
account, of which .60% represents a mortality risk charge and .35% represents
an expense risk charge. The Mortality and Expense Risk Charge as a percentage
of Contract Value will not increase over the life of a Contract. The Mortality
and Expense Risk Charge will continue to be assessed after annuitization if
annuity payments are made on a variable basis. (See "Annuity Payments.")
CONTINGENT DEFERRED SALES CHARGE
The Company does not make any deductions for sales expenses from purchase
payments at the time of purchase. The Contingent Deferred Sales Charge, when
applicable, is intended to assist the Company in covering its expenses
relating to the sale of the Contracts, including commissions, preparation of
sales literature and other promotional activity. The Contingent Deferred Sales
Charge may not cover the full amount of the sales expenses over the lives of
the Contracts. To the extent such expenses are not covered by the Contingent
Deferred Sales Charge, they will be recovered from the Company's general
account, including any income derived from the Mortality and Expense Risk
Charge.
No Contingent Deferred Sales Charge will apply after a Contract reaches its
Maturity Date. You select a Maturity Date when applying for your Contract. The
Maturity Date selected must be at least 10 years after issue of the Contract.
Under current rules, the Company may consent to issue a Contract with a
Maturity Date less than 10 years after issue, provided that the Contract Owner
is an employer-sponsored pension plan through which Contracts were purchased
prior to May 1, 1994. (See "Election of Annuity" for more information.) A
Contingent Deferred Sales Charge will be imposed in the event of
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certain partial and full surrenders and applications of proceeds to certain
payment options prior to the Maturity Date. Up to 10% of the Contract Value on
the date of surrender may be surrendered without charge in any one Contract
Year. If there is more than one partial surrender in a Contract Year, the
amount that may be surrendered without charge is 10% of the Contract Value on
the date of the first partial surrender during such year. No charge will be
imposed for payments made upon death or application of proceeds to variable
life income payment options (payment options 2, 3 or 6 as described under
"Annuity Options" below) prior to the Maturity Date. If the Contract has been
in force for five years, no charge will be applied upon the election of a
fixed life income payment option (comparable to payment options 2, 3 or 6 as
described under "Annuity Options" below but on a fixed basis). The Contingent
Deferred Sales Charge will be applied upon the election of other forms of
payment prior to the Maturity Date. Any such election will be treated as a
full surrender for purposes of calculating the applicable Contingent Deferred
Sales Charge. The Contingent Deferred Sales Charge applied will equal the
following amounts if the transaction occurs in the years indicated:
PERCENTAGE OF CONTRACT VALUE WITHDRAWN
(AFTER FREE WITHDRAWAL OF 10% OF THE CONTRACT VALUE)
<TABLE>
<CAPTION>
CONTRACT YEAR
--------------------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11 AND AFTER
- - - - - - - - - -- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.5% 6.0% 5.5% 5.0% 4.5% 4.0% 3.5% 3.0% 2.0% 1.0% 0%
</TABLE>
In cases where the Company has consented to issue a Contract with less than
10 years to the Maturity Date, the Contingent Deferred Sales Charge will be
calculated as though the year of the Maturity Date is the tenth Contract Year
(and the preceding Contract Year is the ninth year, and so forth) resulting in
a lower percentage charge for each Contract Year shown in the table above.
In no event will the total Contingent Deferred Sales Charge exceed 8% of the
first $50,000 of purchase payments made under the Contract and 6.5% of the
amount of purchase payments in excess of $50,000. (For persons who purchased a
Contract prior to May 1, 1994 and who were age 50 or above at issue, a
different Contingent Deferred Sales Charge scale may apply. The applicable
scale is indicated on the schedule page of the Contract.)
The following example illustrates the circumstances under which the maximum
sales load would apply. It is hypothetical only and is not intended to suggest
that these performance results would necessarily be achieved. For historical
performance results see the tables starting on page II-4 of the Statement of
Additional Information.
EXAMPLE: Assume that you purchased a Contract with a $10,000 single purchase
payment and that you surrendered the Contract during the second
Contract Year when the Contract Value had grown to $15,000.
Using the Contingent Deferred Sales Charge schedule in the chart
above, the Contingent Deferred Sales Charge would be: 6% X (90% of
$15,000), or $810. However, because this is larger than the maximum
allowable charge (8% of the $10,000 purchase payment), your actual
Contingent Deferred Sales Charge would be only $800.
In the event that tax law requires you to take distributions of Contract
Value prior to the Maturity Date, they may be subject to the Contingent
Deferred Sales Charge to the extent they exceed 10% of the Contract Value in a
Contract Year, as described above. (See "Federal Income Tax Status--Taxation
of the Contracts.")
In the case of a partial surrender, the Contingent Deferred Sales Charge is
deducted from the Contract Value remaining after the Contract Owner has
received the amount requested and is a percentage of the total amount
withdrawn. For example, if you requested a partial surrender of $100 (after
previously surrendering 10% of the Contract Value free of charge in that
Contract Year) and the applicable Contingent Deferred Sales Charge was 5%, the
total amount of Contract Value withdrawn in that transaction would be $105.26.
After giving effect to a partial surrender, including deduction of the
Contingent Deferred Sales Charge, the remaining Contract Value must be at
least $500 (unless the Company consents to a lesser amount) or, if the
Contract is subject to an outstanding loan, the remaining unloaned Contract
Value must be at least 10% of the total Contract Value after the partial
surrender or $500, whichever is greater (unless the Company consents to a
lesser amount). If the requested partial surrender would not satisfy this
requirement, at the Contract Owner's option either the amount of the partial
surrender will be reduced or the transaction will be treated as a full
surrender and the Contingent Deferred Sales Charge deducted from the proceeds.
The Contingent Deferred Sales Charge is deducted from the sub-accounts in the
same proportion as the Contract Value that you requested to be surrendered.
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The Contingent Deferred Sales Charge will be waived in connection with an
exchange by a Contract Owner of one Zenith Accumulator Contract for another
Zenith Accumulator Contract.
PREMIUM TAX CHARGES
Various states impose a premium tax on annuity purchase payments received by
insurance companies. The Company may deduct these taxes from purchase payments
and currently does so for Contracts subject to the insurance tax law of
Kentucky and South Dakota. Certain states may require the Company to pay the
premium tax at annuitization rather than when purchase payments are received.
In those states the Company may deduct the premium tax, calculated as a
percentage of Contract Value, on the date when annuity payments are to begin.
Currently, the Company follows this procedure for Contracts subject to the
insurance tax law of North Carolina. The maximum premium tax currently
deducted by the Company is 2%. The Company may in the future deduct premium
taxes under Contracts subject to the insurance tax laws of other states, or
the applicable premium tax rates may change.
Surrender of a Contract may result in a credit against the premium tax
liability of the Company in certain States. In such event, the surrender
proceeds will be increased by the amount of such tax credit.
Premium tax rates are subject to being changed by law, administrative
interpretations or court decisions. Premium tax amounts will depend on, among
other things, the state of residence of the Annuitant and the insurance tax
law of the state.
OTHER EXPENSES
A deduction for an investment advisory fee is made from, and certain other
expenses are paid out of, the assets of each Eligible Fund. (See "Expense
Table.") The prospectuses and Statements of Additional Information of the
Eligible Funds describe these deductions and expenses.
CHARGES UNDER CONTRACTS PURCHASED BY EXCHANGING A FUND I OR PREFERENCE
CONTRACT
If a Contract is purchased by exchanging a variable annuity contract issued
by New England Variable Annuity Fund I (a "Fund I contract") or New England
Retirement Investment Account (a "Preference contract"), the sales charges
will be calculated as described below. There will be no Contingent Deferred
Sales Charge on the transfer of assets from a Fund I or Preference contract to
a Zenith Accumulator Contract.
A Contract issued in exchange for a Fund I contract will have no Contingent
Deferred Sales Charge. No further purchase payments will be permitted to be
made under a Contract purchased by exchanging a Fund I contract. If you
purchase a Contract by exchanging a Fund I contract and you also hold or
acquire another Zenith Accumulator Contract, the $30 Administration Contract
Charge will only be imposed on one of the Contracts. Total asset-based charges
(including the investment advisory fee) under Fund I contracts currently equal
approximately 1.35%.
A Contract issued in exchange for a Preference contract will have no
Contingent Deferred Sales Charge. Although Preference contracts were
originally issued subject to a contingent deferred sales charge, there are no
longer any Preference contracts subject to such a charge. Preference contracts
have asset-based charges of 1.25% for mortality and expense risks, but do not
have an asset-based administration charge. Preference contracts impose a $30
annual administration charge.
If you are contemplating an exchange of a Fund I or Preference contract for
a Zenith Accumulator Contract, you should compare the charges deducted under
your existing contract and under the Zenith Accumulator Contract for mortality
and expense risk charges, administrative charges and investment advisory fees.
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ANNUITY PAYMENTS
ELECTION OF ANNUITY
When applying for a Contract, you select the Maturity Date and an annuity
payment option. The Maturity Date selected must be at least 10 years after
issue of the Contract. Under current rules, the Company may consent to issue a
Contract with a Maturity Date less than 10 years after issue, provided that
the Contract Owner is an employer-sponsored pension plan through which
Contracts were purchased prior to May 1, 1994. Such Contracts are only
available, however, to Annuitants who are age 50 or over at the time of issue.
In addition, the applications for such Contracts must satisfy the Company's
suitability guidelines and, in the case of Annuitants between the ages of 50
and 58 1/2 at the time of issue, the Maturity Date must be no earlier than the
date at which the Annuitant would reach age 59 1/2. Once a Maturity Date is
selected, you cannot change it to an earlier date. However, you may surrender
the Contract at any time before the Maturity Date and apply the surrender
proceeds to an annuity payment option. At any time before the Maturity Date,
you may elect to defer the Maturity Date, but you must obtain Company consent
to defer if on the later Maturity Date the age of the Annuitant at his or her
nearest birthday would be more than seventy-five. You may change the annuity
payment option at any time prior to the Maturity Date. You may elect to have
annuity payments under a Contract made on a variable basis or on a fixed
basis, or you may designate a portion to be paid on a variable basis and a
portion on a fixed basis. If you select payments on a fixed basis, the amount
of Contract Value applied to the fixed payment option (net of any applicable
charges described under "Administration Charges, Contingent Deferred Sales
Charge and Other Deductions") will be transferred to the general account of
the Company, and the annuity payments will be fixed in amount and duration by
the annuity payment option selected, the age of the Payee and, for Contracts
issued in New York or Oregon for use in situations not involving an employer-
sponsored plan, by the sex of the Payee. (See "Amount of Variable Annuity
Payments.")
Requests to defer the Maturity Date, change payment options or make other
elections relating to annuity payments should be sent to the Designated
Office. Contracts acquired by retirement plans qualifying for tax benefited
treatment may be subject to various requirements concerning the time by which
benefit payments must commence, the period over which such payments may be
made, the annuity payment options that may be selected, and the minimum annual
amounts of such payments. Penalty taxes or other adverse tax consequences may
occur upon failure to meet such requirements.
ANNUITY OPTIONS
Prior to annuitization, you may elect, subject to any applicable
restrictions of Federal tax law, to have payments made under any of the
annuity payment options provided in the Contract. Any such election depends
upon written notice to (and, for variable annuity payment options to begin
during the first Contract Year, consent of) the Company. Requests relating to
annuity payment options should be sent to the Designated Office. In the event
of your death, without having made an election of an annuity payment option,
the beneficiary can elect any of the available options listed below, subject
to applicable Federal tax law restrictions. Payments will begin on the
Maturity Date, as stated in your application or as subsequently deferred, or,
in the case of a full surrender as otherwise specified. Pursuant to your
election, the Company shall apply all or any part designated by you of the
value of your Contract, less any applicable Contingent Deferred Sales Charge
and Administration Contract Charge, to any one of the annuity payment options
described below.
Prior to annuitization (but only if the Annuitant is living), you may elect
to apply all or any part of the Death Proceeds under any one of the annuity
payment options listed below or in any other manner agreeable to the Company.
The total amount of the Contract Value or Death Proceeds which may be
applied to provide annuity payments will be reduced by the amount of any
outstanding loan plus accrued interest. (See "Loan Provision for Certain Tax
Benefited Retirement Plans.")
The Contract provides for the variable annuity payment options listed below.
Due to tax law restrictions, however, only options 1, 2, 3 and 6 are available
on a variable payment basis.
First Option: Variable Income for a Specified Number of Years.* The
Company will make variable monthly payments for the number of years
elected, which may not be more than 30 except with the consent of the
Company.
Second Option: Variable Life Income. The Company will make variable
monthly payments which will continue: while the Payee is living**; while
the Payee is living but for at least ten years; or while the Payee is
living but for at least twenty years. (The latter two alternatives are
referred to as Variable Life Income with Period Certain Option.)
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Third Option: Variable Life Income, Installment Refund. The Company will
make variable monthly payments during the life of the Payee but for a
period at least as long as the nearest whole number of months calculated by
dividing the amount applied to this Option by the amount of the first
monthly payment.
Fourth Option: Investment.* The Company will hold the proceeds applied to
this Option as a fixed number of Accumulation Units during the life of the
Payee or some other agreed-upon period and, at the death of the Payee or
the end of the specified period, the value of the Accumulation Units will
be paid in one sum.
Fifth Option: Specified Amount of Income.* The Company will make monthly
payments in the amount elected. Payments will continue until the balance is
fully paid out or until the death of the Payee, at which time any balance
will be paid in one sum.
Sixth Option: Variable Life Income for Two Lives. The Company will make
variable monthly payments which will continue: while either of two Payees
is living (Joint and Survivor Variable Life Income)**, while either of two
Payees is living but for at least 10 years (Joint and Survivor Variable
Life Income, 10 Years Certain); while two Payees are living, and, after the
death of one while the other is still living, two-thirds to the survivor
(Joint and 2/3 to Survivor Variable Life Income).**
- ----------
* Application of proceeds under this option upon surrender will result in the
imposition of any applicable charge described under "Contingent Deferred
Sales Charge."
** IT IS POSSIBLE UNDER THIS OPTION TO RECEIVE ONLY ONE VARIABLE ANNUITY
PAYMENT IF THE PAYEE DIES (OR PAYEES DIE) BEFORE THE DUE DATE OF THE SECOND
PAYMENT OR TO RECEIVE ONLY TWO VARIABLE ANNUITY PAYMENTS IF THE PAYEE DIES
(OR PAYEES DIE) BEFORE THE DUE DATE OF THE THIRD PAYMENT, AND SO ON.
Comparable fixed payment options are also available for all of the options
described above except Option 4. In addition, other annuity payment options
(including other periods certain) may be available from time to time, and you
should consult the Company as to their availability. If you do not elect an
annuity payment option by the Maturity Date, variable payments under the
Contract will be made while the Payee is living but for at least ten years.
(This is the Second Option: Variable Life Income with Period Certain.) If
installments under an annuity payment option are less than $20, the Company
can change the payment intervals to 3, 6 or 12 months in order to increase
each payment to at least $20.
The Payee under the first, fourth, or fifth variable payment option may
withdraw the commuted value of the payments certain. The commuted value of
such payments is calculated based on the assumed interest rate under the
Contract. (See "Amount of Variable Annuity Payments.") After the death of the
Payee under the second or third variable payment option or the surviving Payee
under the sixth variable payment option, a Payee named to receive any unpaid
payments certain may withdraw the commuted value of the payments certain. If
the fifth option is elected as a fixed payment option, the Payee can be given
the right to withdraw all or part of the amounts remaining under the payment
option.
The availability of certain annuity payment options may be restricted on
account of Company policy and Federal tax law, which among other things, may
restrict payment to the life expectancy of the payee.
The Company continues to assess the Mortality and Expense Risk Charge after
the Maturity Date if annuity payments are made under any variable annuity
payment option, including an option not involving a life contingency and under
which the Company bears no mortality risk.
AMOUNT OF VARIABLE ANNUITY PAYMENTS
At the Maturity Date (or any other application of proceeds to a payment
option), the Contract Value (reduced by any applicable charges and by any
outstanding loan plus accrued interest) is applied toward the purchase of
monthly annuity payments. The amount of monthly variable payments will be
determined on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
Payee's age, (ii) the assumed interest rate selected, (iii) the type of
payment option selected, and (iv) the investment performance of the Eligible
Funds selected. (The Fixed Account is not available under variable payment
options.)
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The annuity purchase rates are used to calculate the basic payment level
purchased by the Contract Value. These rates vary according to the age of the
Payee. The higher the Payee's age at annuitization, the greater the basic
payment level under options involving life contingencies, because the Payee's
life expectancy and thus the period of anticipated income payments will be
shorter. With respect to Contracts issued in New York or Oregon for use in
situations not involving an employer-sponsored plan, purchase rates used to
calculate the basic payment level will also reflect the sex of the Payee.
Under such Contracts, a given Contract Value will produce a higher basic
payment level for a male Payee than for a female Payee, reflecting the greater
life expectancy of the female Payee. If the Contract Owner has selected an
annuity payment option that provides for a refund at death of the Payee or
that guarantees that payments will be made for the balance of a period of a
certain number of years after the death of the Payee, the Contract Value will
purchase lower monthly benefits.
The dollar amount of the initial variable annuity payment will be at the
basic payment level. The assumed interest rate under the Contract will affect
both this basic payment level and the amount by which subsequent payments
increase or decrease. Each payment after the first will vary with the
difference between the net investment performance of the sub-accounts selected
and the assumed interest rate under the Contract. If the actual net investment
rate exceeds the assumed interest rate, the dollar amount of the annuity
payments will increase. Conversely, if the actual rate is less than the
assumed interest rate, the dollar amount of the annuity payments will
decrease. If actual investment performance is equal to the assumed interest
rate, the monthly payments will remain level.
Unless otherwise provided, the assumed interest rate will be at an annual
rate of 3.5%. You may select as an alternative an annual assumed interest rate
of 0% or, if allowed by applicable law or regulation, 5%. A higher assumed
interest rate will produce a higher first payment, a more slowly rising series
of subsequent payments when the actual net investment performance exceeds the
assumed interest rate, and a more rapid drop in subsequent payments when the
actual net investment performance is less than the assumed interest rate.
You may, even after variable annuity payments have commenced, direct that
all or a portion of your investment in one sub-account be transferred to
another sub-account of the Variable Account in the manner provided under
"Transfer Privilege."
MINIMUM ANNUITY PAYMENTS
Annuity payments will be made monthly. But if any payment would be less than
$20, the Company may change the frequency so that payments are at least $20
each.
PROOF OF AGE, SEX AND SURVIVAL
The Company may require proof of age, sex (if applicable) and survival of
any person upon the continuation of whose life annuity payments depend.
The foregoing descriptions are qualified in their entirety by reference to
the Statement of Additional Information and to the Contract, which contains
detailed information about the various forms of annuity payment options
available, and other matters also of importance.
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS
The Federal tax laws provide for a variety of retirement plans offering tax
benefits. These plans, which may be funded through the purchase of the
individual variable annuity contracts offered in this prospectus, include:
1. Plans qualified under Section 401(a), 401(k), or 403(a) of the Code
("Qualified Plans") (At this time, the Contracts are only available on a
limited basis to plans qualified under Section 401(k). Contracts are not
being offered to 401(k) plans unless such plans already own Contracts on
participants.);
2. Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations pursuant to Section 403(b) of the Code ("TSA
Plans") which are funded solely by salary reduction contributions and which
are not otherwise subject to ERISA (The Contracts are no longer being
offered through TSA Plans that are subject to ERISA.);
3. Individual retirement accounts adopted by or on behalf of individuals
pursuant to Section 408(a) of the Code and individual retirement annuities
purchased pursuant to Section 408(b) of the Code (both of which may be
referred to as "IRAs"), including simplified employee pension plans and
salary reduction simplified employee pension plans, which are specialized
IRAs that meet the requirements of Section 408(k) of the Code ("SEPs" and
"SARSEPs");
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4. Eligible deferred compensation plans (within the meaning of Section
457 of the Code) for employees of state and local governments and tax-
exempt organizations ("Section 457 Plans"); and
5. Governmental plans (within the meaning of Section 414(d) of the Code)
for governmental employees, including Federal employees ("Governmental
Plans").
An investor should consult a qualified tax or other advisor as to the
suitability of a Contract as a funding vehicle for retirement plans qualifying
for tax benefited treatment, as to the rules underlying such plans and as to
the state and Federal tax aspects of such plans. At this time, the Contracts
are not being offered to plans qualified under Section 401(k) of the Code
unless such plans already own Contracts on participants, and are no longer
being offered through TSA Plans that are subject to ERISA. The Company will
not provide all the administrative support appropriate for 401(k) plans or TSA
Plans subject to ERISA. Accordingly, the Contract should NOT be purchased for
use with such plans.
A summary of the Federal tax laws regarding contributions to, and
distributions from, the above tax benefited retirement plans may be found
below under the heading "Special Rules for Annuities Purchased for Annuitants
Under Retirement Plans Qualifying for Tax Benefited Treatment." It should be
understood that should a tax benefited retirement plan lose its qualification
for tax-exempt status, employees will lose some of the tax benefits described
herein.
In the case of certain TSA Plans under Section 403(b)(1) of the Code and
IRAs purchased under Section 408(b) of the Code, the individual variable
annuity contracts offered in this prospectus comprise the retirement "plan"
itself. These Contracts will be endorsed, if necessary, to comply with Federal
and state legislation governing such plans, and such endorsements may alter
certain Contract provisions described in this prospectus. Refer to the
Contracts and any endorsements for more complete information.
FEDERAL INCOME TAX STATUS
The following discussion is intended as a general description of the Federal
income tax aspects of the Contracts. It is not intended as tax advice. For
more complete information, you should consult a qualified tax advisor.
TAX STATUS OF THE COMPANY AND THE VARIABLE ACCOUNT
The Company is taxed as a life insurance company under the Code. The
Variable Account and its operations are part of the Company's total operations
and are not taxed separately. Under current law no taxes are payable by the
Company on the investment income and capital gains of the Variable Account.
Such income and gains will be retained in the Variable Account and will not be
taxable until received by the Annuitant or the Beneficiary in the form of
annuity payments or other distributions.
The Contracts provide that the Company may make a charge against the assets
of the Variable Account as a reserve for taxes which may relate to the
operations of the Variable Account.
TAXATION OF THE CONTRACTS
The variable annuity contracts described in this prospectus are considered
annuity contracts the taxation of which is governed by the provisions of
Section 72 of the Code. As a general proposition, Section 72 provides that
Contract Owners are not subject to current taxation on increases in the value
of the Contracts resulting from earnings or gains on the underlying mutual
fund shares until they are received by the Annuitant or Beneficiary in the
form of annuity payments. (Exceptions to this rule are discussed below under
"Special Rules for Annuities Used by Individuals or with Plans and Trusts Not
Qualifying Under the Code for Tax Benefited Treatment.")
Under the general rule of Section 72, to the extent there is an "investment"
in the Contract, a portion of each annuity payment is excluded from gross
income as a return of such investment. The balance of each annuity payment is
includible in gross income and taxable as ordinary income. In general,
earnings on all contributions to the Contract and contributions made to a
Contract which are deductible by the contributor will not constitute an
"investment" in the Contract under Section 72.
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(A) SPECIAL RULES FOR ANNUITIES PURCHASED FOR ANNUITANTS UNDER RETIREMENT
PLANS QUALIFYING FOR TAX BENEFITED TREATMENT
Set forth below is a summary of the Federal tax laws applicable to
contributions to, and distributions from, retirement plans that qualify for
Federal tax benefits. Such plans are defined above under the heading
"Retirement Plans Offering Federal Tax Benefits." You should understand that
the following summary does not include everything you need to know regarding
such tax laws.
The Code provisions and the rules and regulations thereunder regarding
retirement trusts and plans, the documents which must be prepared and executed
and the requirements which must be met to obtain favorable tax treatment for
them are very complex. Some retirement plans are subject to distribution and
other requirements that are not incorporated into our Contract administration
procedures. Owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contracts comply with applicable law. A person contemplating
the purchase of a Contract for use with a retirement plan qualifying for tax
benefited treatment under the Code should consult a qualified tax advisor as
to all applicable Federal and state tax aspects of the Contracts and, if
applicable, as to the suitability of the Contracts as investments under ERISA.
(I) PLAN CONTRIBUTION LIMITATIONS
QUALIFIED PLANS, SEPS, SARSEPS AND GOVERNMENTAL PLANS
Statutory limitations on contributions to Qualified Plans, SEPs, SARSEPs and
Governmental Plans may limit the amount of money that may be contributed to
the Contract in any Contract Year. Any purchase payments attributable to such
contributions are tax deductible to the employer and are not currently taxable
to the Annuitants for whom the Contracts are purchased. The contributions to
the Contract and any increase in Contract Value attributable to such
contributions are not subject to taxation until payments from the Contract are
made to the Annuitant or his/her Beneficiaries.
TSA PLANS
Purchase payments attributable to TSA Plans are not includible within the
Annuitant's income to the extent such purchase payments do not exceed certain
statutory limitations, including the "exclusion allowance." The exclusion
allowance is a calculation which takes into consideration the Annuitant's
includible compensation, number of years of service, and prior years of
contributions. For more information, the Annuitant should obtain a copy of IRS
Publication 571 on TSA Programs for Employees of Public Schools and Certain
Tax Exempt Organizations which will better assist the Annuitant in calculating
the exclusion allowance and other limitations to which he or she may be
subject for any given tax year. Any purchase payments attributable to
permissible contributions under Code Section 403(b) (and earnings thereon) are
not taxable to the Annuitant until amounts are distributed from the Contract.
However, these payments may be subject to FICA (Social Security) taxes.
IRAS, SEPS, SARSEPS
The maximum tax deductible purchase payment which may be contributed each
year to an IRA is the lesser of $2,000 or 100 percent of includible
compensation if the taxpayer is not covered under an employer plan. A spousal
IRA is available if the taxpayer and spouse file a joint return and the spouse
earns no compensation (or elects to be treated as earning no compensation) and
is not yet age 70 1/2. The maximum tax deductible purchase payment which a
taxpayer may make to his or her own IRA and a spousal IRA, combined, is the
lesser of $2,250 or 100 percent of compensation of the working spouse. If
covered under an employer plan, taxpayers are permitted to make deductible
purchase payments; however, the deductions are phased out and eventually
eliminated, on a pro rata basis, for adjusted gross income between $25,000 and
$35,000 for an individual, between $40,000 and $50,000 for a married couple
filing jointly and between $0 and $10,000 for a married person filing
separately. A taxpayer may also make nondeductible purchase payments. However,
the total of deductible and nondeductible purchase payments may not exceed the
limits described above for deductible payments. An IRA is also the vehicle
that receives contributions to SEPs and SARSEPs. Maximum contributions
(including elective deferrals) to SEPs and SARSEPs are currently limited to
the lesser of 15% of compensation (generally up to $150,000 for 1996) or
$30,000. For more information concerning the contributions to IRAs, SEPs and
SARSEPs, you should obtain a copy of IRS Publication 590 on Individual
Retirement Accounts. In addition to the above, an individual may make a
"rollover" contribution into an IRA with the proceeds of certain distributions
(as defined in the Code) from a Qualified Plan.
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SECTION 457 PLANS
Generally, under a Section 457 Plan, an employee or executive may defer
income under a written agreement in an amount equal to the lesser of 33 1/3%
of includible compensation or $7,500. The amounts so deferred (including
earnings thereon) by an employee or executive electing to contribute to a
Section 457 Plan are includible in gross income only in the tax year in which
such amounts are paid or made available to that employee or executive or
his/her Beneficiary. Once contributed to the plan, any Contracts purchased
with employee contributions remain the sole property of the employer and may
be subject to the general creditors of the employer. The employer retains all
ownership rights to the Contract including voting and redemption rights which
may accrue to the Contract(s) issued under the plan.
(II) DISTRIBUTIONS FROM THE CONTRACT
MANDATORY WITHHOLDING ON CERTAIN DISTRIBUTIONS
After January 1, 1993, many distributions called "eligible rollover
distributions" from Qualified Plans and from many TSA Plans will be subject to
automatic withholding by the plan or payor at the rate of 20%. Withholding can
be avoided by arranging a direct transfer of the eligible rollover
distribution to a Qualified Plan, TSA or IRA.
QUALIFIED PLANS, TSA PLANS, IRAS, SEPS, AND SARSEPS AND GOVERNMENTAL PLANS
Payments made from the Contracts held under a Qualified Plan, TSA Plan, IRA,
SEP, SARSEP or Governmental Plan are taxable under Section 72 of the Code as
ordinary income, in the year of receipt. Any amount received in surrender of
all or part of the Contract Value prior to annuitization will, subject to
restrictions and penalties discussed below, also be included in income in the
year of receipt. If there is any "investment" in the Contract, a portion of
each amount received is excluded from gross income as a return of such
investment. Distributions or withdrawals prior to age 59 1/2 may be subject to
a penalty tax of 10% of the amount includible in income. This penalty tax does
not apply: (i) to distributions of excess contributions or deferrals; (ii) to
distributions made on account of the Annuitant's death, retirement, disability
or early retirement at or after age 55; (iii) when distribution from the
Contract is in the form of an annuity over the life or life expectancy of the
Annuitant (or joint lives or life expectancies of the Annuitant and his or her
Beneficiary); or (iv) when distribution is made pursuant to a qualified
domestic relations order. In the case of IRAs, SEPs and SARSEPs, the
exceptions for distributions on account of early retirement at or after age 55
or made pursuant to a qualified domestic relations order do not apply. A tax-
free rollover may be made once each year among individual retirement
arrangements subject to the conditions and limitations described in the Code.
If the Annuitant dies before distributions begin, distributions must be
completed within five years after death, unless payments begin within one year
after death and are made over the life (or life expectancy) of the
Beneficiary. If the Annuitant's spouse is the Beneficiary, distributions need
not begin until the Annuitant would have reached age 70 1/2. If the Annuitant
dies after annuity payments have begun, payments must continue to be made at
least as rapidly as payments made before death.
With respect to TSA Plans, elective contributions to the Contract made after
December 31, 1988 and any increases in Contract Value after that date may not
be distributed prior to attaining age 59 1/2, termination of employment, death
or disability. Contributions (but not earnings) made after December 31, 1988
may also be distributed by reason of financial hardship. These restrictions on
withdrawal will not apply to the Contract Value as of December 31, 1988. These
restrictions are not expected to change the circumstances under which
transfers to other investments which qualify for tax free treatment under
Section 403(b) of the Code may be made.
Annuity payments, periodic payments or annual distributions must commence by
April 1 of the calendar year following the year in which the Annuitant attains
age 70 1/2. In the case of a Governmental Plan, these distributions must begin
by the later of the date determined by the preceding sentence or April 1 of
the calendar year following the year in which the Annuitant retires. Each
annual distribution must equal or exceed a "minimum distribution amount" which
is determined by minimum distribution rules under the plan. A penalty tax of
up to 50% of the amount which should be distributed may be imposed by the IRS
for failure to distribute the required minimum distribution amount. Other tax
penalties may apply to aggregate annual distributions in excess of $150,000.
Other restrictions with respect to election, commencement, or distribution
of benefits may apply under the Contracts or under the terms of the Qualified
Plans in respect of which the Contracts are issued.
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SECTION 457 PLANS
When a distribution under a Contract held under a Section 457 Plan is made
to the Annuitant, such amounts are taxed as ordinary income in the year in
which received. The plan must not permit distributions prior to the
Annuitant's separation from service (except in the case of unforeseen
emergency).
Generally, annuity payments, periodic payments or annual distributions must
commence by April 1 of the calendar year following the year in which the
Annuitant attains age 70 1/2 and meet other distribution requirements. Minimum
distributions under a Section 457 Plan may be further deferred if the
Annuitant remains employed with the sponsoring employer. Each annual
distribution must equal or exceed a "minimum distribution amount" which is
determined by distribution rules under the plan. If the Annuitant dies before
distributions begin, the same special distribution rules apply in the case of
Section 457 Plans as apply in the case of Qualified Plans, TSA Plans, IRAs,
SEPs, SARSEPs and Governmental Plans. These rules are discussed above in the
immediately preceding section of this prospectus.
(B) SPECIAL RULES FOR ANNUITIES USED BY INDIVIDUALS OR WITH PLANS AND TRUSTS
NOT QUALIFYING UNDER THE CODE FOR TAX BENEFITED TREATMENT
For a Contract held by an individual, any increase in the accumulated value
of the Contract is not taxable until amounts are received, either in the form
of annuity payments as contemplated by the Contract or in a full or partial
lump sum settlement of the Company's obligations to the Contract Owner.
Under Section 72(u) of the Code, however, Contracts held by other than a
natural person (i.e. those held by a corporation or certain trusts) generally
will not be treated as an annuity contract for Federal income tax purposes.
This means a Contract Owner who is not a natural person will have to include
in income any increase during the taxable year in the accumulated value over
the investment in the Contract.
Section 817(h) of the Code requires the investments of the Variable Account
to be "adequately diversified" in accordance with Treasury Regulations.
Failure to do so means the variable annuity contracts described herein will
cease to qualify as annuities for Federal income tax purposes. Regulations
specifying the diversification requirements have been issued by the Department
of the Treasury, and the Company believes it complies fully with these
requirements. The Company believes that the Contracts meet other existing
requirements relating to the degree of Contract Owner control over
investments, including purchase payment allocation and transfer privileges.
However, neither the IRS nor the Secretary of the Treasury has issued any
rulings or regulations on this subject. Such rulings or regulations, if
adopted, could include additional requirements that are not reflected in the
Contracts. For example, the rulings or regulations could require the Company
to impose limitations on a Contract Owner's right to transfer between the
Eligible Funds. Moreover, any such rulings or regulations could also apply to
tax benefited retirement plans. The Company believes any such additional
requirements would apply only after the effective date of such rulings or
regulations.
Any amount received in a surrender of all or part of the Contract Value
(including an amount received as a systematic withdrawal) prior to
annuitization will be included in gross income to the extent of any increases
in the value of the Contract resulting from earnings or gains on the
underlying mutual fund shares.
The Code also imposes a ten percent penalty tax on amounts received under a
Contract, before or after annuitization, which are includible in gross income.
The penalty tax will not apply to any amount received under the Contract (1)
after the Contract Owner has attained age 59 1/2, (2) after the death of the
Contract Owner, (3) after the Contract Owner has become totally and
permanently disabled, (4) as one of a series of substantially equal periodic
payments made for the life (or life expectancy) of the Contract Owner or the
joint lives (or life expectancies) of the Contract Owner and a Beneficiary,
(5) if the Contract is purchased under certain types of retirement plans or
arrangements, (6) allocable to investments in the Contract before August 14,
1982, or (7) if the Contract is an immediate annuity contract.
In the calculation of any increase in value for contracts entered into after
October 4, 1988, all annuity contracts issued by the Company or its affiliates
to the same Contract Owner within a calendar year will be treated as one
contract.
If the Contract Owner dies, the tax law requires certain distributions from
the Contract. (See "Payment on Death Prior to Annuitization.") 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.
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A transfer of ownership of a Contract, the designation of an Annuitant,
Payee or other Beneficiary who is not also an Owner, the selection of certain
Maturity Dates, or the exchange of a Contract may result in certain tax
consequences that are not discussed herein. Anyone contemplating any such
designation, transfer, assignment, selection, or exchange should contact a
competent tax advisor with respect to the potential tax effects of such a
transaction.
TAX WITHHOLDING
The Code and the laws of certain states require tax withholding on
distributions made under annuity contracts, unless the recipient has made an
election not to have any amount withheld. The Company provides recipients with
an opportunity to instruct it as to whether taxes are to be withheld.
VOTING RIGHTS
The Company is the legal owner of the Eligible Fund shares held in the
Variable Account and has the right to vote those shares at meetings of the
Eligible Fund shareholders. However, to the extent required by Federal
securities law, the Company will give you, as Contract Owner, the right to
instruct the Company how to vote the shares that are attributable to your
Contract.
Prior to annuitization, the number of votes as to which you have a right of
instruction is determined by applying your percentage interest in a sub-
account to the total number of votes attributable to the sub-account. After
annuitization, the number of votes attributable to your Contract is determined
by applying the percentage interest reflected by the reserve for your Contract
to the total number of votes attributable to the sub-account. After
annuitization the votes attributable to your Contract decrease as reserves
underlying the Contract decrease.
Contract Owners who are entitled to give voting instructions and the number
of shares as to which they have a right of instruction will be determined as
of the record date for the meeting. All Eligible Fund shares held in any sub-
account of the Variable Account, or any other registered (or to the extent
voting privileges are granted by the issuing insurance company, unregistered)
separate accounts of the Company or any affiliate for which no timely
instructions are received will be voted for, against, or withheld from voting
on any proposition in the same proportion as the shares held in that sub-
account for all policies or contracts for which voting instructions are
received.
All Eligible Fund shares held by the general investment account (or any
unregistered separate account for which voting privileges are not extended) of
the Company or its affiliates will be voted in the same proportion as the
aggregate of (i) the shares for which voting instructions are received and
(ii) the shares that are voted in proportion to such voting instructions.
The SEC requires the Eligible Fund Boards of Trustees to monitor events to
identify conflicts that may arise from the sale of shares to variable life and
variable annuity separate accounts of affiliated and, if applicable,
unaffiliated insurance companies. Conflicts could arise as a result of changes
in state insurance law or Federal income tax law, changes in investment
management of any portfolio of the Eligible Funds, or differences between
voting instructions given by variable life and variable annuity contract
owners, for example. If there is a material conflict, the Boards of Trustees
will have an obligation to determine what action should be taken, including
the removal of the affected sub-account(s) from the Eligible Fund(s), if
necessary. If the Company believes any Eligible Fund action is insufficient,
the Company will consider taking other action to protect Contract Owners.
There could, however, be unavoidable delays or interruptions of operations of
the Variable Account that the Company may be unable to remedy.
Each Contract Owner is a policyholder of the Company and is entitled to vote
at the Company's Annual Meeting of Policyholders.
DISTRIBUTION OF CONTRACTS
New England Securities, the principal underwriter of the Contracts, is a
broker-dealer registered under the Securities Exchange Act of 1934 and a
member of the National Association of Securities Dealers, Inc. Commissions of
3% of purchase payments will be paid by the Company to the New England
Securities registered representative involved in the sale of a Contract if the
Maturity Date selected at issue is ten or more years after issue of the
Contract. Lower commissions will be paid if the Maturity Date selected at
issue is less than ten years after issue. A maximum override of .75% of
purchase payments made after the first Contract Year will be paid by the
Company to the general agent involved in the transaction.
A-37
<PAGE>
New England Securities may enter into selling agreements with other broker-
dealers registered under the Securities Exchange Act of 1934 whose
representatives are authorized by applicable law to sell variable annuity
contracts. Commissions paid to such broker-dealers will not exceed 3% of
purchase payments. Commissions will be paid through the registered broker-
dealer, which may also be reimbursed for all or part of the expenses incurred
by the broker-dealer in connection with the sale of the Contracts.
THE FIXED ACCOUNT
A Fixed Account option is included under Contracts issued in those states
where it has been approved by the state insurance department. You may allocate
net purchase payments and may transfer Contract Value in the Variable Account
to the Fixed Account, which is part of the Company's general account. The
Fixed Account offers diversification to a Variable Account contract, allowing
the Contract Owner to protect principal and earn, at least, a guaranteed rate
of interest.
Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933, and neither
the Fixed Account nor the general account has been registered as an investment
company under the Investment Company Act of 1940. Therefore, neither the
general account, the Fixed Account nor any interests therein are generally
subject to the provisions of these Acts, and the Company has been advised that
the staff of the Securities and Exchange Commission does not review
disclosures relating to the general account. Disclosures regarding the Fixed
Account may, however, be subject to certain generally applicable provisions of
the Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.
GENERAL DESCRIPTION OF THE FIXED ACCOUNT
The Company's general account consists of all assets owned by the Company
other than those in the Variable Account and the Company's other separate
accounts. The Company has sole discretion over the investment of assets in the
general account, including those in the Fixed Account. Contract Owners do not
share in the actual investment experience of the assets in the Fixed Account.
Instead, the Company guarantees that Contract Values in the Fixed Account will
be credited with interest at an effective annual net rate of at least 4.5% or
3%, depending on the date when your Contract was issued. The Company is not
obligated to credit interest at a rate higher than the minimum guaranteed rate
applicable to your Contract, although in its sole discretion it may do so. The
Company declares the current interest rate for the Fixed Account periodically.
Contract Values in the Fixed Account will be credited with interest daily.
The Company has the right to modify its method of crediting interest. Under
its current method, any net purchase payment or portion of Contract Value
allocated to the Fixed Account will earn interest at the declared annual rate
in effect on the date of the allocation. On each Contract Anniversary, the
Company will determine a portion, from 0% to 100%, of your Contract Value in
the Fixed Account which will earn interest at the Company's declared annual
rate in effect on the Contract Anniversary. The effective interest rate
credited at any time to your Contract Value in the Fixed Account will be a
weighted average of all the Fixed Account rates for your Contract. (See
"Contract Value and Fixed Account Transactions" below for a description of the
interest rate which will be applied to Contract loan repayments allocated to
the Fixed Account.)
CONTRACT VALUE AND FIXED ACCOUNT TRANSACTIONS
A Contract's total Contract Value will include its Contract Value in the
Variable Account, its Contract Value in the Fixed Account and, for Contracts
under which Contract loans are available, any of its Contract Value held in
the Company's general account (but outside the Fixed Account) as a result of a
Contract loan.
The annual $30 Administration Contract Charge will be deducted
proportionately from the Contract Value in the Fixed Account and in the
Variable Account. Unless you request otherwise, a partial surrender or
Contract loan will reduce the Contract Value in the sub-accounts of the
Variable Account and the Fixed Account proportionately. Except as described
below, amounts in the Fixed Account are subject to the same rights and
limitations as are amounts in the Variable Account with respect to transfers,
surrenders, partial surrenders and Contract loans. The following special rules
apply to transfers and Contract loan repayments involving the Fixed Account.
A-38
<PAGE>
You may transfer amounts from the Fixed Account to the Variable Account once
each year within 30 days after the Contract anniversary. The amount of
Contract Value which may be transferred from the Fixed Account is limited to
the greater of 25% of the Contract Value in the Fixed Account and $1,000,
except with the consent of the Company. Also, after the transfer is effected,
Contract Value may not be allocated among more than ten of the accounts,
including the Fixed Account. The Company intends to restrict transfers of
Contract Value into the Fixed Account in the following circumstances: (1) for
the remainder of a Contract Year if an amount is transferred out of the Fixed
Account in that same Contract Year; (2) if the interest rate which would be
credited to the transferred amount would be equivalent to an annual effective
rate of 3%; or (3) if the total Contract Value in the Fixed Account equals or
exceeds a maximum amount established by the Company.
If any portion of a Contract loan was attributable to Contract Value in the
Fixed Account, then an equal portion of each loan repayment must be allocated
to the Fixed Account. (For example, if 50% of the loan was attributable to
your Fixed Account Contract Value, then 50% of each loan repayment will be
allocated to the Fixed Account.) See "Loan Provision for Certain Tax Benefited
Retirement Plans." The rate of interest for each loan repayment applied to the
Fixed Account will be the lesser of: (1) the effective interest rate for your
Contract on the date the loan repayment is applied to the Fixed Account; and
(2) the current Fixed Account interest rate set by the Company in advance for
that date.
The Company reserves the right to delay transfers, surrenders, partial
surrenders and Contract loans from the Fixed Account for up to six months.
FINANCIAL STATEMENTS
The financial statements of the Variable Account, the Company and New
England Mutual Life Insurance Company may be found in the Statement of
Additional Information.
A-39
<PAGE>
INVESTMENT EXPERIENCE INFORMATION
The Company may advertise performance by illustrating hypothetical average
annual total returns for each sub-account of the Variable Account, based on
the actual investment experience of the Eligible Funds since their inception
and for the one, five, and ten year periods ending with the date of the
illustration. Calculations of average annual total return are based on the
assumption that a single investment of $1,000 was made at the beginning of
each period illustrated. Average annual total return calculations reflect
changes in the net asset values of the Eligible Funds plus the reinvestment of
dividends from net investment income and of distributions from net realized
gains, if any. The calculations also reflect the deduction of the Mortality
and Expense Risk Charge and the Administration Asset Charge. They also reflect
annual deductions for the $30 Administration Contract Charge, and the
deduction of any Contingent Deferred Sales Charge applicable at the end of the
period illustrated. The calculations do not reflect the effect of any premium
tax charge, which applies in certain states, and which would reduce the
results shown. The average annual total return is the annual compounded rate
of return which would produce the surrender value at the end of the period
illustrated. See "Calculation of Performance Data" in the Statement of
Additional Information for average annual total returns as of December 31,
1995 and more information about how they are calculated.
The Company may also illustrate how the average annual total return for a
five year period was determined by illustrating the average annual total
return for each year in the five year period ending with the date of the
illustration. Such illustrations are based on the same assumptions and reflect
the same expenses and deductions described in the preceding paragraph. See
"Calculation of Performance Data" in the Statement of Additional Information
for an example of this type of illustration and more information about how
average annual total returns are calculated.
The Company may illustrate what would have been the growth and value of a
single $10,000 purchase payment for the Contract if it had been invested in
each of the Eligible Funds on the first day of the first month after those
Eligible Funds commenced operations. These illustrations show Contract Value
and surrender value, calculated in the same manner as when they are used to
arrive at average annual total return, as of the end of each year, ending with
the date of the illustration. The surrender values reflect the deduction of
any applicable Contingent Deferred Sales Charge, but do not reflect the
deduction of any premium tax charge. These illustrations may also show annual
percentage changes in Contract Value and surrender value, cumulative returns,
and annual effective rates of return. The difference between the Contract
Value or surrender value at the beginning and at the end of each year is
divided by the beginning Contract Value or surrender value to arrive at the
annual percentage change. The cumulative return is determined by taking the
difference between the $10,000 investment and the ending Contract Value or
surrender value and dividing it by $10,000. The annual effective rate of
return is calculated in the same manner as average annual total return. See
"Calculation of Performance Data" in the Statement of Additional Information
for examples of these illustrations and more information about how they are
calculated.
The Variable Account may update the performance history of one or more of
its sub-accounts on a quarterly basis by illustrating the one, five, and ten
year values (or since inception, if less) of a single $10,000 purchase payment
invested at the beginning of such periods using the same method of calculation
described in the preceding paragraph, but using the periods ending with the
date of the quarterly illustration. Such illustrations will show the Contract
Value at the end of the period and the cumulative return and annual effective
rate of return for the period. The illustration may also include the
cumulative return and annual effective rate of return of an appropriate
securities index and the Consumer Price Index for the same period.
The Company may illustrate what would have been the change in value of a
$100 monthly purchase payment plan if the monthly payments had been invested
in each of the Eligible Funds on the first day of each month starting with the
first day of the first month after those Eligible Funds commenced operations.
These illustrations show cumulative payments, Contract Value and surrender
value as of the end of each year, ending with the date of the illustration.
Surrender values reflect the deduction of any applicable Contingent Deferred
Sales Charge. The illustrations also show annual effective rates of return,
which represent the compounded annual rates that the hypothetical purchase
payments would have had to earn in order to produce the Contract Value and
surrender value as of the date of the illustration. See "Calculation of
Performance Data" in the Statement of Additional Information for examples of
these illustrations and more information about how they are calculated.
A-40
<PAGE>
The Variable Account may make available illustrations showing historical
Contract Values and the annual effective rate of return, based upon
hypothetical purchase payment amounts and frequencies, which can be selected
by the client. The method of calculation described in the preceding paragraph
will be used, but the illustration will reflect the effect of any premium tax
charge applicable in the state where the illustration is delivered. The
beginning date of the illustration can be selected by the client. Contract
Values will be shown as of the end of each calendar year in the period and as
of the end of the most recent calendar quarter.
Historical investment performance may also be illustrated by showing the
percentage change in the Accumulation Unit Value and annual effective rate of
return of a sub-account without reflecting the deduction of any Contingent
Deferred Sales Charge, premium tax charge, or the annual $30 Administration
Contract Charge, all of which have the effect of reducing historical
performance. The percentage change in unit value and annual effective rate of
return of each sub-account may be shown from inception of the Eligible Fund to
the date of the report and for the year-to-date, one year, five year, and ten
year periods ending with the date of the report. The percentage change in unit
value and annual effective rate of return also may be compared with the
percentage change and annual effective rate for the Dow Jones Industrial
Average and S&P 500 Stock Index, as well as other unmanaged indices of stock
and bond performance and the Consumer Price Index, as described in the
Statement of Additional Information in the Notes to the illustration of Annual
Percentage Change in Contract Value and Annual Percentage Change in Surrender
Value for a $10,000 Single Purchase Payment Contract. The percentage change is
calculated by dividing the difference in unit or index values at the beginning
and end of the period by the beginning unit or index value. See the Statement
of Additional Information for a description of the method for calculating the
annual effective rate of return in this illustration.
From time to time the Company may advertise (in sales literature or
advertising material) performance rankings of the sub-accounts of the Variable
Account assigned by independent services, such as Variable Annuity Research
and Data Services ("VARDS"). VARDS monitors and ranks the performance of
variable annuity accounts on an industry-wide basis in each of the major
categories of investment objectives. The performance analysis prepared by
VARDS ranks accounts on the basis of total return calculated using
Accumulation Unit Values. Thus, the effect of the Contingent Deferred Sales
Charge and Administration Contract Charge assessed under the Contracts is not
taken into consideration.
From time to time, articles discussing the Variable Account's investment
experience, performance rankings and other characteristics may appear in
national publications. Some or all of these publishers or ranking services
(including, but not limited to, Lipper Analytical Services, Inc. and
Morningstar) may publish their own rankings or performance reviews of variable
contract separate accounts, including the Variable Account. References to,
reprints or portions of reprints of such articles or rankings may be used by
the Company as sales literature or advertising material and may include
rankings that indicate the names of other variable contract separate accounts
and their investment experience.
A-41
<PAGE>
APPENDIX A
CONSUMER TIPS
DOLLAR COST AVERAGING
Dollar cost averaging allows a person to take advantage of the historical
long-term stock market results, assuming that they continue, although it does
not guarantee a profit or protect against a loss. If an investor follows a
program of dollar cost averaging on a long-term basis and the stock fund
selected performs at least as well as the S&P 500 has historically, it is
likely although not guaranteed that the price at which shares are surrendered,
for whatever reason, will be higher than the average cost per share.
An investor using dollar cost averaging invests the same amount of money in
the same professionally managed fund at regular intervals over a long period
of time. Dollar cost averaging keeps an investor from investing too much when
the price of shares is high and too little when the price is low. When the
price of shares is low, the money invested buys more shares. When it is high,
the money invested buys fewer shares. If the investor has the ability and
desire to maintain this program over a long period of time (for example, 20
years), and the stock fund chosen follows the historical upward market trends,
the price at which the shares are sold should be higher than their average
cost. The price could be lower, however, if the fund chosen does not follow
these historical trends.
Investors contemplating the use of dollar cost averaging should consider
their ability to continue the on-going purchases so that they can take
advantage of periods of low price levels.
DIVERSIFICATION
Diversifying investment choices can enhance returns, by providing a wider
opportunity for safe returns, and reduce risks, by spreading the chance of
loss. Holding a single investment requires of that investment a safe return
because a loss may risk the entire investment. By diversifying, on the other
hand, an investor can more safely take a chance that some investments will
under-perform and that others will over-perform. Thus an investor can
potentially earn a better-than-average rate of return on a diversified
portfolio than on a single safe investment. This is because, although portions
of a diversified investment may be totally lost, other portions may perform at
above-average rates that more than compensate for the loss.
MISCELLANEOUS
<TABLE>
<C> <S>
Toll-free telephone --A recording of daily unit values is available by
service: calling 1-800-333-2501.
--Fund transfers and changes of future purchase
payment allocations can be made by calling 1-800-
777-5897.
Written Communications: --All communications and inquiries regarding address
changes, premium payments, billing, fund transfers,
surrenders, loans, maturities and any other
processing matters relating to your Contract should
be directed to:
New England Annuities
P.O. Box 642
Back Bay Annex
Boston, Mass 02116
</TABLE>
A-42
<PAGE>
TABLE OF CONTENTS
OF
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
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<S> <C>
HISTORY................................................................... II-3
SERVICES RELATING TO THE VARIABLE ACCOUNT AND THE CONTRACTS............... II-3
PERFORMANCE COMPARISONS................................................... II-3
CALCULATION OF PERFORMANCE DATA........................................... II-4
NET INVESTMENT FACTOR..................................................... II-20
ANNUITY PAYMENTS.......................................................... II-20
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS...................... II-21
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS........................ II-25
EXPERTS................................................................... II-28
LEGAL MATTERS............................................................. II-28
FINANCIAL STATEMENTS...................................................... II-28
APPENDIX A................................................................ II-93
</TABLE>
If you would like to obtain a copy of the Statement of Additional
Information, please complete the request form below and mail to:
New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116
...............................................................................
Please send a copy of the Statement of Additional
Information of The New England Variable Account to:
------------------------------------------------------
Name
------------------------------------------------------
Street
------------------------------------------------------
City State Zip
A-43
<PAGE>
ZENITH ACCUMULATOR
Individual Variable Annuity Contracts
Issued By
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
(212) 578-3638
Designated Office:
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000
SUPPLEMENT DATED AUGUST 30, 1996
TO PROSPECTUS DATED MAY 1, 1996
This supplement updates information in and should be read in conjunction
with the prospectus dated May 1, 1996, describing individual flexible and
single purchase payment variable annuity contracts (the "Contracts") funded by
The New England Variable Account (the "Variable Account"). A copy of the May
1, 1996 prospectus can be obtained by writing to New England Securities
Corporation at 399 Boylston Street, Boston, Massachusetts 02116.
MERGER
On August 30, 1996, New England Mutual Life Insurance Company ("The New
England") merged with and into Metropolitan Life Insurance Company (the
"Company"). Upon consummation of the merger, The New England's separate
corporate existence ceased by operation of law, and the Company assumed legal
ownership of all of the assets of The New England, including the Variable
Account and its assets. As a result of the merger, the Company also has become
responsible for all of The New England's liabilities and obligations,
including those created under the Contracts. The Contracts have thereby become
variable contracts funded by a separate account of the Company, and each
Contract Owner has thereby become a contractholder of the Company. Thus, all
references throughout the May 1, 1996 prospectus to "The New England" and "the
Company" now refer to Metropolitan Life Insurance Company rather than The New
England. The Company does not expect the merger to have any adverse tax
consequences on Contract Owners.
As a contractholder of the Company, each Contract Owner is entitled to vote
at the Company's Annual Meeting of Policyholders.
THE COMPANY
The Company is a mutual life insurance company whose principal office is at
One Madison Avenue, New York, New York 10010. The Company was organized in
1866 under the laws of the State of New York and has engaged in the life
insurance business under its present name since 1868. It operates as a life
insurance company in all 50 states, the District of Columbia, Puerto Rico and
all provinces of Canada. The Company has over $177 billion in assets under
management.
Contracts issued before August 30, 1996 were issued by The New England. On
August 30, 1996, The New England merged with and into the Company, which
thereby acquired the Variable Account and assumed the liabilities and
obligations under the Contracts outstanding on that date.
New England Life Insurance Company ("NELICO"), which was a subsidiary of The
New England and became a subsidiary of the Company as a result of the Merger,
provides administrative services for the Contracts and the Variable Account
pursuant to an administrative services agreement with the Company. These
administrative services include maintenance of Contract Owner records and
accounting, valuation, regulatory and reporting services. NELICO, located at
501 Boylston Street, Boston, Massachusetts 02116, is the Company's Designated
Office for receipt of Purchase Payments, loan repayments, requests and
elections, and communications regarding death of the Annuitant.
S-1
<PAGE>
THE VARIABLE ACCOUNT
The Variable Account was established by The New England pursuant to the
provisions of Massachusetts law on July 15, 1987, and became a separate
account of the Company, subject to New York law, pursuant to the merger of The
New England with and into the Company.
LOAN PROVISION
The final sentence of the second full paragraph on page A-25 is modified as
follows to reflect the terms of Contract loans for Contracts issued in South
Carolina:
(Under certain loans made prior to the date of this prospectus and loans
made in South Carolina, repayments will be allocated, unless you request
otherwise, according to the allocation instructions in effect for purchase
payments under your Contract, pursuant to the terms of the applicable Contract
loan endorsement.)
FINANCIAL INFORMATION
Financial statements reflecting the historical financial information of the
Variable Account and the Company, as well as pro forma financial information
reflecting the merger of The New England with and into the Company, may be
found in the Statement of Additional Information, a copy of which can be
obtained by writing to New England Securities Corporation at 399 Boylston
Street, Boston, Massachusetts 02116.
S-2
<PAGE>
ZENITH ACCUMULATOR
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
501 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 578-2000
This prospectus offers individual flexible and single purchase payment
variable annuity contracts (the "Contracts") that are currently intended for
individual use, for use with certain retirement plans that qualify for tax
benefited treatment under the Internal Revenue Code (the "Code"), and for use
with plans and trusts not qualifying under the Code for tax benefited
treatment. The Contracts are no longer being offered for use with Section
403(b) plans subject to ERISA and are only available on a limited basis to
Section 401(k) plans. See "Retirement Plans Offering Federal Tax Benefits" for
more information. All purchase payments made under the Contracts may be
allocated to The New England Variable Account (the "Variable Account"), a
separate investment account of New England Mutual Life Insurance Company ("The
New England" or the "Company"). The New England and Metropolitan Life
Insurance Company ("MetLife") have entered into an agreement to merge, with
MetLife to be the survivor of the merger. See "The Company" for more
information.
Assets of the Variable Account are invested in shares of certain Series of
the New England Zenith Fund and certain portfolios of the Variable Insurance
Products Fund (collectively, the "Eligible Funds"). See "Investments of the
Variable Account." The owner of a Contract chooses the Eligible Fund(s) in
which the purchase payments are invested and may change the Eligible Fund(s)
selected at any time. Any one or a combination of the following Eligible Funds
may be selected:
Capital Growth Series Loomis Sayles Balanced Alger Equity Growth
Series Series
Back Bay Advisors Bond
Income Series Draycott International Loomis Sayles Small Cap
Equity Series Series
Back Bay Advisors Money
Market Series Salomon Brothers U.S. Equity-Income Portfolio
Government Series
Loomis Sayles Avanti Overseas Portfolio
Growth Series Salomon Brothers
Strategic Bond
Westpeak Value Growth
Series Opportunities Series
Venture Value Series
A Fixed Account option is also available in states that have approved this
option. (See "The Fixed Account" for more information.) Special limits apply
--------------------
to transfers of Contract Value to and from the Fixed Account.
- ------------------------------------------------------------
This prospectus sets forth concisely the information about the Contracts
that a prospective investor ought to know before investing. The prospectus
should be read carefully and retained for future reference.
Certain additional information about the Contracts is contained in a
Statement of Additional Information dated May 1, 1996, as it may be
supplemented from time to time, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Table of
Contents of the Statement of Additional Information appears on page A-43 of
this prospectus. The Statement of Additional Information is available without
charge and may be obtained by writing to New England Securities Corporation
("New England Securities"), 399 Boylston St., Boston, Massachusetts 02116.
New England Securities, a subsidiary of the Company, serves as principal
underwriter for the Variable Account.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 1, 1996.
THIS PROSPECTUS IS NOT VALID UNLESS IT IS ACCOMPANIED OR PRECEDED BY CURRENT
PROSPECTUSES FOR THE NEW ENGLAND ZENITH FUND AND THE VARIABLE INSURANCE
PRODUCTS FUND. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
AN INVESTMENT IN THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR
GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
A-1
<PAGE>
TABLE OF CONTENTS
OF
THE PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS......................... A-4
HIGHLIGHTS................................................................ A-5
EXPENSE TABLE............................................................. A-7
HOW THE CONTRACT WORKS.................................................... A-14
THE COMPANY............................................................... A-15
THE VARIABLE ACCOUNT...................................................... A-15
INVESTMENTS OF THE VARIABLE ACCOUNT....................................... A-15
New England Zenith Fund............................................... A-15
Variable Insurance Products Fund...................................... A-17
Investment Advice..................................................... A-17
Substitution of Investments........................................... A-18
GUARANTEED OPTION......................................................... A-18
THE CONTRACTS............................................................. A-18
Purchase Payments..................................................... A-18
Allocation of Purchase Payments....................................... A-19
Contract Value and Accumulation Unit Value............................ A-19
Payment on Death Prior to Annuitization............................... A-19
Transfer Privilege.................................................... A-22
Dollar Cost Averaging................................................. A-22
Surrenders............................................................ A-22
Systematic Withdrawals................................................ A-23
Loan Provision for Certain Tax Benefited Retirement Plans............. A-23
Disability Benefit Rider.............................................. A-25
Suspension of Payments................................................ A-25
Ownership Rights...................................................... A-25
Requests and Elections................................................ A-26
Ten Day Right to Review............................................... A-26
ADMINISTRATION CHARGES, CONTINGENT DEFERRED SALES CHARGE AND OTHER
DEDUCTIONS............................................................... A-26
Administration Charges................................................ A-26
Mortality and Expense Risk Charge..................................... A-27
Contingent Deferred Sales Charge...................................... A-27
Premium Tax Charges................................................... A-29
Other Expenses........................................................ A-29
Charges Under Contracts Purchased by Exchanging a Fund I or Preference
Contract............................................................. A-29
ANNUITY PAYMENTS.......................................................... A-30
Election of Annuity................................................... A-30
Annuity Options....................................................... A-30
AMOUNT OF VARIABLE ANNUITY PAYMENTS....................................... A-32
Minimum Annuity Payments.............................................. A-32
Proof of Age, Sex and Survival........................................ A-32
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS............................ A-32
FEDERAL INCOME TAX STATUS................................................. A-33
Tax Status of the Company and the Variable Account.................... A-33
Taxation of the Contracts............................................. A-33
Special Rules for Annuities Purchased for Annuitants Under Retirement
Plans Qualifying for Tax Benefited Treatment......................... A-34
Special Rules for Annuities Used by Individuals or with Plans and
Trusts Not Qualifying Under
the Code for Tax Benefited Treatment................................. A-36
Tax Withholding....................................................... A-37
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS.............................................................. A-37
DISTRIBUTION OF CONTRACTS.................................................. A-37
THE FIXED ACCOUNT.......................................................... A-38
General Description of the Fixed Account............................... A-38
Contract Value and Fixed Account Transactions.......................... A-38
FINANCIAL STATEMENTS....................................................... A-39
INVESTMENT EXPERIENCE INFORMATION.......................................... A-39
APPENDIX A: Consumer Tips.................................................. A-42
</TABLE>
A-3
<PAGE>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS
ACCOUNT--A sub-account of the Variable Account or the Fixed Account.
ACCUMULATION UNIT--An accounting device used to calculate the Contract Value
prior to the Maturity Date.
ACCUMULATION UNIT VALUE--The value of an Accumulation Unit, determined as of
the close of regular trading on the New York Stock Exchange on each day the
Exchange is open. The Accumulation Unit Value of a sub-account reflects the
net investment experience of the underlying Eligible Fund and daily deductions
for the Mortality and Expense Risk Charge and Administration Asset Charge.
ADMINISTRATION ASSET CHARGE--A charge deducted daily from the assets of each
sub-account of the Variable Account to cover the Company's cost of providing
certain administrative services relating to the Contracts and the Variable
Account. On an annualized basis, the charge equals .40% of daily net assets.
ADMINISTRATION CONTRACT CHARGE--A $30 charge deducted annually from the
Contract Value to cover the Company's cost of providing certain administrative
services relating to the Contracts and the Variable Account.
ANNUITANT--The person on whose life the Contract is issued.
ANNUITIZATION--Application of proceeds under the Contract to an annuity
option on the Maturity Date or upon an earlier surrender of the Contract.
ANNUITY UNIT--An accounting device used to calculate the dollar amount of
annuity payments.
BENEFICIARY--The person designated to receive any benefits under a Contract
if the Annuitant dies before the Maturity Date.
CONTINGENT DEFERRED SALES CHARGE--A charge deducted upon certain full and
partial surrenders and applications of Contract proceeds to certain annuity
payment options prior to the Maturity Date.
CONTRACT DATE--The date shown as the Contract Date in the Contract.
CONTRACT OWNER--The person so designated in the application or as
subsequently changed.
CONTRACT VALUE--On or before annuitization, the value obtained by
multiplying the number of Accumulation Units credited to the Contract by the
appropriate current Accumulation Unit Value. Under Contracts that permit
Contract loans, the Contract Value also includes the amount of Contract Value
transferred to the Company's general account as a result of a loan and any
interest credited on that amount. Under Contracts with the Fixed Account
option, the Contract Value also includes the amount of Contract Value
allocated to the Fixed Account.
CONTRACT YEAR--A twelve month period commencing with the Contract Date and
with each Contract anniversary thereafter.
DEATH PROCEEDS (prior to annuitization)--The amount payable by the Company,
prior to annuitization, upon receipt of due proof of death of the Contract
Owner and election of payment. The Death Proceeds are guaranteed to be no less
than the purchase payments made, adjusted for any previous surrenders. The
Death Proceeds will be reduced by the amount of any outstanding Contract loan
plus accrued interest.
ELIGIBLE FUNDS--The mutual fund portfolios in which the Variable Account
invests. Eligible Funds currently available consist of twelve Series of the
New England Zenith Fund and two portfolios of the Variable Insurance Products
Fund. Purchase payments applied to the Variable Account may be invested in
shares of one or more of these Series and portfolios, as described in
"Investments of the Variable Account." Two additional Series of the New
England Zenith Fund are Eligible Funds for Contracts issued before May 1,
1995. See "Investments of the Variable Account--New England Zenith Fund."
FIXED ACCOUNT--A part of the Company's general account to which net purchase
payments may be allocated under certain Contracts. The Fixed Account provides
guarantees of principal and interest. Special limits apply to transfers of
Contract Value to and from the Fixed Account. See "Contract Value and Fixed
Account Transactions."
MATURITY DATE--The date on which annuity payments are to commence, as stated
in the application or as subsequently deferred.
A-4
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE--A charge deducted daily from the assets
of each sub-account of the Variable Account to compensate the Company for
assuming certain mortality and expense risks under the Contracts. On an
annualized basis, the charge equals .95% of daily net assets.
NET PURCHASE PAYMENT--A purchase payment, less any premium tax and any
premium for the disability benefit rider, if applicable, deducted before
allocation to the sub-accounts or the Fixed Account.
PAYEE--Any person or entity entitled to receive payment in one sum or under
an annuity payment option. The term includes (i) an Annuitant, (ii) a
Beneficiary or contingent Beneficiary who becomes entitled to payments upon
death of the Annuitant, and (iii) in the event of surrender or partial
surrender of the Contract, the Contract Owner.
PREMIUM TAX--A tax charged by a state on purchase payments.
PURCHASE PAYMENTS--Amounts paid to the Company for investment in the
Contract.
SYSTEMATIC WITHDRAWALS--A method of distributing your Contract Value which
involves a series of partial surrenders.
TEN DAY RIGHT TO REVIEW--Within 10 days of your receipt of an issued
Contract you may return it to the Company or its agent for cancellation. Upon
cancellation of the Contract, the Company will refund all your purchase
payments (or, if required by state law, the Contract Value plus any premium
taxes deducted from the purchase payments).
VARIABLE ACCOUNT--A separate investment account of the Company designated as
The New England Variable Account. The Variable Account is divided into sub-
accounts, each of which invests in shares of one of the Eligible Funds.
VARIABLE ANNUITY--An annuity providing for payments varying in amount in
accordance with the investment experience of the assets of a separate
investment account.
HIGHLIGHTS
This prospectus describes Contracts under which net purchase payments are
allocated to the Variable Account. If the Fixed Account is available under
your Contract, you may allocate net purchase payments or transfer all or part
of your Contract Value to that account. For a description of the Fixed
Account, the rules regarding transactions which involve the Fixed Account
(such as special restrictions on transfers of Contract Value to and from the
Fixed Account), and the way in which the Fixed Account affects the Contract
Value, see "The Fixed Account". You should review "The Fixed Account"
carefully before allocating purchase payments or Contract Value to that
account.
TAX DEFERRED VARIABLE ANNUITIES:
Taxation of earnings under variable annuities is generally deferred until
amounts are withdrawn or distributions are made. The deferral of taxes on
earnings under variable annuities is designed to encourage long-term personal
savings and supplemental retirement plans.
THE CONTRACT:
The Zenith Accumulator is a variable annuity that provides for variable
payments to commence at the Maturity Date. The Contract Owner may, however,
surrender the Contract and apply the proceeds to an annuity payment option at
an earlier date. Annuity payments generally are made on a monthly basis and
will vary in amount according to the annuity payment option selected and the
investment results of the underlying Eligible Fund(s). (See "Annuity
Payments.")
PURCHASE PAYMENTS:
Under current rules, the minimum initial purchase payment for flexible
payment Contracts issued in connection with tax-benefited retirement plans
other than individual retirement accounts under Section 408(a) of the Code or
individual retirement annuities under Section 408(b) of the Code (both
referred to as "IRAs") is $50. For flexible payment Contracts issued in
connection with IRAs, the Company currently requires a minimum initial
purchase payment of $2,000, although the Company requires a minimum initial
payment of $100 if monthly payments are to be withdrawn from your bank
checking account or TNE Cash Management Account, a service known as the Master
Service Account arrangement ("MSA"). For all other flexible payment Contracts,
the minimum initial purchase payment is $5,000, although the Company requires
a minimum initial payment of $100 if monthly payments are to be made through
MSA. The Company may consent to lower initial purchase payments in certain
situations. Additional purchase payments must be at least $25, although the
Company currently requires minimum additional purchase payments to be at least
$50 if they are made through a group billing
A-5
<PAGE>
arrangement (also known as a "list-bill" arrangement) and $100 per month if
they are made through MSA. The Company reserves the right to limit the amount
of purchase payments in any Contract Year. Except with the consent of the
Company, the minimum purchase payment for a single payment Contract is $2,000
for Contracts issued in connection with IRAs and $5,000 for all other
Contracts, and the maximum purchase payment for a single payment Contract is
$1,000,000. (See "Purchase Payments.")
OWNERSHIP:
The Contracts may be purchased and owned by the Annuitant, the employer, a
trust, a custodian or any entity specified in an eligible employee benefit
plan, except that where a Contract is issued under Section 408(b) or,
generally, under Section 403(b) of the Code, the Contract Owner must be the
Annuitant. The Contracts are currently intended for use with the following
retirement plans which offer Federal tax benefits: plans qualified under
Section 401(a) or 403(a) of the Code ("Qualified Plans"), certain annuity
plans under Section 403(b) of the Code ("TSA Plans"), IRAs, simplified
employee pension plans and salary reduction simplified employee pension plans
under Section 408(k) of the Code ("SEPs" and "SARSEPs"), eligible deferred
compensation plans under Section 457 of the Code ("Section 457 Plans"), and
governmental plans within the meaning of Section 414(d) of the Code
("Governmental Plans"). See "Retirement Plans Offering Federal Tax Benefits."
The Contracts are only available on a limited basis to plans qualified under
Section 401(k) of the Code and are no longer being offered to TSA Plans
subject to ERISA. See "Retirement Plans Offering Federal Tax Benefits."
The Company relies on instructions from trustees and custodians who, as
Contract Owners, may exercise certain rights under the Contracts on behalf of
plan participants. In any event, references to "you" in this prospectus refer
to the Contract Owner or to plan participants who may be entitled to instruct
their trustee or custodian with regard to the exercise of these rights. (See
"Ownership Rights.")
INVESTMENT OPTIONS:
You may allocate net purchase payments to the Eligible Funds or to the Fixed
Account (if available under your Contract). Your Contract Value may be
distributed among no more than 10 accounts (including the Fixed Account) at
any time.
You may change the Eligible Fund(s) in which you invest future purchase
payments. It is the Company's position that, under current tax law, you may
also transfer Contract Value between Eligible Funds without incurring federal
income tax consequences. (See "Requests and Elections" and "Transfer
Privilege.") Currently the Company allows 12 transfers free of charge per
Contract Year prior to annuitization. Additional transfers are subject to a
charge of $10 per transfer. After variable annuity payments begin, you may
make one transfer per year without the consent of the Company. The amount of
Contract Value transferred must be a minimum of $25 (or, if less, the amount
of Contract Value held in the sub-account from which the transfer is made).
Special limits apply to transfers of Contract Value to and from the Fixed
Account. See "The Fixed Account" for a description of transfers involving that
account.
CHARGES:
No sales charges are deducted from purchase payments before they are
invested in the Contract. In certain states, applicable state premium taxes
are deducted from purchase payments. Where state law requires, the Company
deducts premium taxes from Contract Value at the date annuity benefits
commence. (See "Premium Tax Charges.") As compensation for its assumption of
mortality and expense risks, the Company deducts an amount equal to an annual
rate of .95% of the daily net assets of the Variable Account. The Company
deducts an amount equal to an annual rate of .40% of the daily net assets of
the Variable Account for administrative expenses and also imposes an annual
administrative charge of $30 against each Contract.
A Contingent Deferred Sales Charge will be imposed on certain full and
partial surrenders and applications of proceeds to certain annuity payment
options prior to the Maturity Date. (See "Administration Charges, Contingent
Deferred Sales Charge and Other Deductions.") In no event will the total
Contingent Deferred Sales Charge exceed 8% of the first $50,000 of purchase
payments made under the Contract and 6.5% of the amount of purchase payments
in excess of $50,000.
TEN DAY RIGHT TO REVIEW:
Within 10 days (or more where required by applicable state insurance law) of
your receipt of a Contract you may return it to the Company or the Company's
agent for cancellation. The Company will refund all purchase payments made
under the Contract (or, if required by state law or regulation, the Contract
Value plus any premium taxes deducted from the purchase payments). (See "Ten
Day Right to Review.")
A-6
<PAGE>
PAYMENT ON DEATH PRIOR TO ANNUITIZATION:
The Contract provides a payment to the Beneficiary if the Annuitant dies
prior to annuitization. The amount provided to the Beneficiary is guaranteed
not to be less than the purchase payments made under the Contract (adjusted
for previous surrenders and reduced by any outstanding Contract loan balance).
(See "Payment on Death Prior to Annuitization.")
SURRENDERS:
Surrenders of the Contract for all or a portion of the Contract Value are
generally permitted upon written request at any time prior to annuitization so
long as, after a partial surrender, the remaining Contract Value is at least
$500. (See "Surrenders." Special rules apply if the Contract is subject to a
loan.) The Federal tax laws impose penalties upon, and in some cases prohibit,
certain premature distributions from the Contracts before or after the date on
which the annuity payments are to begin. (See "Federal Income Tax Status.") A
Contingent Deferred Sales Charge will be imposed in connection with certain
Contract surrenders and applications of proceeds to certain annuity payment
options prior to the Maturity Date. Up to 10% of the Contract Value may be
surrendered without sales charge in any one Contract Year. (See
"Administration Charges, Contingent Deferred Sales Charge and Other
Deductions" for more information.)
THE MERGER OF THE COMPANY INTO METLIFE:
The Company and MetLife have entered into an agreement to merge, with
MetLife to be the survivor of the merger. Upon consummation of the merger, the
Variable Account will become a separate account of MetLife. The Contracts
issued by the Variable Account will thereafter be deemed to be variable
annuity contracts issued by MetLife, and the insurance obligations under the
Contracts will be backed by the assets of MetLife. (See "The Company" for more
information.)
- -------------------------------------------------------------------------------
EXPENSE TABLE
VARIABLE ACCOUNT
<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES(1)
Sales Charge Imposed on Purchases (as a percentage of
purchase payments).................................... 0%
Maximum Contingent Deferred Sales Charge(2) 8% of first $50,000
(as a percentage of total purchase payments).......... 6.5% of excess
Transfer Fee(3)........................................ $ 0
ANNUAL CONTRACT FEE
Administration Contract Charge (per Contract)(4)....... $30
SEPARATE ACCOUNT ANNUAL EXPENSES(5)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Mortality and Expense Risk Charge...................... .95%
Administration Asset Charge............................ .40%
-------------------
Total Separate Account Annual Expenses............. 1.35%
</TABLE>
NEW ENGLAND ZENITH FUND
OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER CURRENT EXPENSE CAP)(6)
<TABLE>
<CAPTION>
BACK BAY BACK BAY LOOMIS LOOMIS
ADVISORS ADVISORS WESTPEAK SAYLES SAYLES BACK BAY WESTPEAK
CAPITAL BOND MONEY VALUE AVANTI SMALL ADVISORS STOCK
GROWTH INCOME MARKET GROWTH GROWTH CAP MANAGED INDEX
SERIES SERIES SERIES SERIES SERIES SERIES SERIES(7) SERIES(7)
------- -------- -------- -------- ------ ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... .64% .40% .35% .70% .70% 1.00% .50% .25%
Other Expenses.......... .06% .15% .15% .15% .15% 0% .14% .15%
---- ---- ---- ---- ---- ----- ---- ----
Total Series Operating
Expenses............. .70% .55% .50% .85% .85% 1.00% .64% .40%
</TABLE>
A-7
<PAGE>
OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER CURRENT EXPENSE DEFERRAL)(8)
<TABLE>
<CAPTION>
SALOMON
SALOMON BROTHERS
LOOMIS BROTHERS STRATEGIC ALGER
SAYLES DRAYCOTT U.S. BOND VENTURE EQUITY
BALANCED INTERNATIONAL GOVERNMENT OPPORTUNITIES VALUE GROWTH
SERIES EQUITY SERIES SERIES SERIES SERIES SERIES
-------- ------------- ---------- ------------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Management Fee.......... .70% .90% .55% .65% .75% .75%
Other Expenses.......... .15% .40% .15% .20% .15% .15%
---- ----- ---- ---- ---- ----
Total Series Operating
Expenses............. .85% 1.30% .70% .85% .90% .90%
</TABLE>
EXAMPLE (NOTE: The examples shown below are entirely hypothetical. Although
they are based on the expenses shown in the expense table above, the examples
are not representations of past or future performance or expenses. Actual
performance and/or expenses may be more or less than shown.(9)) For purchase
payments allocated to each of the Series indicated
You would pay the following direct and
indirect expenses on a $1,000 purchase
payment assuming 1) 5% annual return on the
underlying New England Zenith Fund Series and
2) that a contingent deferred sales charge
would apply at the end of each time period
because you either surrender your Contract or
elect to annuitize under a non-life
contingency option: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Capital Growth ............................. $82.23 $121.89 $163.20 $262.36
Back Bay Advisors Bond Income .............. 80.81 117.58 155.94 247.16
Back Bay Advisors Money Market ............. 80.34 116.14 153.50 242.03
Back Bay Advisors Managed .................. 81.66 120.17 160.30 256.31
Westpeak Stock Index ....................... 79.40 113.26 148.61 231.70
Westpeak Value Growth ...................... 83.64 126.17 170.41 277.31
Loomis Sayles Avanti Growth ................ 83.64 126.17 170.41 277.31
Loomis Sayles Small Cap .................... 85.05 130.43 177.55 292.03
Loomis Sayles Balanced ..................... 83.64 126.17 170.41 277.31
Draycott International Equity .............. 87.87 138.88 191.68 320.73
Salomon Brothers U.S. Government ........... 82.23 121.89 163.20 262.36
Salomon Brothers Strategic Bond
Opportunities ............................. 83.64 126.17 170.41 277.31
Venture Value .............................. 84.11 127.59 172.79 282.24
Alger Equity Growth ........................ 84.11 127.59 172.79 282.24
You would pay the following direct and
indirect expenses on a $1,000 purchase
payment assuming 1) 5% annual return on the
underlying New England Zenith Fund Series and
2) that no contingent deferred sales charge
would apply at the end of each time period
because you either do not surrender your
Contract or you elect to annuitize under a
variable life contingency option(10): 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Capital Growth ............................. $22.13 $68.22 $116.86 $250.57
Back Bay Advisors Bond Income .............. 20.62 63.67 109.25 235.20
Back Bay Advisors Money Market ............. 20.12 62.15 106.69 230.01
Back Bay Advisors Managed .................. 21.53 66.40 113.82 244.45
Westpeak Stock Index ....................... 19.12 59.11 101.57 219.56
Westpeak Value Growth ...................... 23.63 72.74 124.41 265.70
Loomis Sayles Avanti Growth ................ 23.63 72.74 124.41 265.70
Loomis Sayles Small Cap .................... 25.13 77.24 131.90 280.59
Loomis Sayles Balanced ..................... 23.63 72.74 124.41 265.70
Draycott International Equity .............. 28.13 86.17 146.71 309.63
Salomon Brothers U.S. Government ........... 22.13 68.22 116.86 250.57
Salomon Brothers Strategic Bond
Opportunities ............................. 23.63 72.74 124.41 265.70
Venture Value .............................. 24.13 74.24 126.91 270.69
Alger Equity Growth ........................ 24.13 74.24 126.91 270.69
A-8
<PAGE>
VARIABLE INSURANCE PRODUCTS FUND
OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995
(AS A PERCENTAGE OF AVERAGE NET ASSETS)(11)
<TABLE>
<CAPTION>
EQUITY-
INCOME OVERSEAS
PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Management Fee.............................................. .51% .76%
Other Expenses.............................................. .10% .15%
---- ----
Total Portfolio Operating Expenses........................ .61% .91%
</TABLE>
EXAMPLE (NOTE: The examples shown below are entirely hypothetical. Although
they are based on the expenses shown in the expense table above, the examples
are not representations of past or future performance or expenses. Actual
performance and/or expenses may be more or less than shown.(12)) For purchase
payments allocated to each of the Portfolios indicated
You would pay the following direct and
indirect expenses on a $1,000 purchase
payment assuming 1) 5% annual return on
the underlying Variable Insurance Products
Fund Portfolio and 2) that a contingent
deferred sales charge would apply at the end
of each time period because you either
surrender your Contract or elect to annuitize
under a non-life contingency option: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Equity-Income............................... $81.38 $119.30 $158.85 $ 253.27
Overseas.................................... 84.20 127.87 173.27 283.23
You would pay the following direct and
indirect expenses on a $1,000 purchase
payment assuming 1) 5% annual return on the
underlying Variable Insurance Products Fund
Portfolio and 2) that no contingent deferred
sales charge would apply at the end of each
time period because you either do not
surrender your Contract or you elect to
annuitize under a variable life contingency
option(13): 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Equity-Income............................... $21.23 $ 65.49 $112.30 $ 241.38
Overseas.................................... 24.23 74.54 127.41 271.69
A-9
<PAGE>
- --------
NOTES:
(1) Premium tax charges are not shown. The amount of premium tax, if any, is
deducted from purchase payments or, in any state which so requires, from
the Contract Value on the date of annuitization. Currently, the Company
deducts premium tax from purchase payments in two states and at
annuitization in one state. (See "Premium Tax Charges.")
(2) Although the Maximum Contingent Deferred Sales Charge is expressed here
as a percentage of purchase payments, ordinarily any applicable
Contingent Deferred Sales Charge will be calculated as a percentage of
Contract Value. No Contingent Deferred Sales Charge will apply after a
Contract reaches its Maturity Date and, prior to the Maturity Date, up to
10% of the Contract Value may be surrendered in any one Contract Year
without charge. The maximum possible charge, as a percentage of Contract
Value, occurs in the first Contract Year. As a percentage of Contract
Value, the applicable Contingent Deferred Sales Charge reduces after each
Contract Year to 0% by the eleventh Contract Year. In no event will the
total Contingent Deferred Sales Charge exceed 8% of the first $50,000 of
purchase payments made under the Contract and 6.5% of the amount of
purchase payments in excess of $50,000. (See "Contingent Deferred Sales
Charge.")
(3) The Company currently charges $10 for each transfer in excess of twelve
per Contract Year, and reserves the right to impose a charge of $10 on
each transfer in excess of four per year.
(4) This charge is not imposed after annuitization of the Contract. As a
percentage of the average Contract Value in the Variable Account, this
fee equals .13%, based on an average Contract Value of approximately
$22,521 over the period from January 1, 1995 to December 31, 1995.
(5) These charges are not imposed after annuitization if annuity payments are
made on a fixed basis.
(6) For each of these Series other than the Capital Growth Series, the Total
Series Operating Expenses are based on the amount of such expenses
applied against assets at December 31, 1995, after giving effect to a
voluntary expense cap in effect for 1996. For each of the Back Bay
Advisors Bond Income, Back Bay Advisors Money Market, Back Bay Advisors
Managed, Westpeak Stock Index, Westpeak Value Growth and Loomis Sayles
Avanti Growth Series, TNE Advisers, Inc. ("TNE Advisers"), the Series'
investment adviser, will bear those expenses (other than the management
fee) that exceed 0.15% of average daily net assets. Without this cap or
any other expense reimbursement arrangement, Total Series Operating
Expenses for the Back Bay Advisors Money Market, Westpeak Stock Index,
Westpeak Value Growth and Loomis Sayles Avanti Growth Series for the year
ending December 31, 1995 would have been .51%, .54%, 1.06% and 1.06%,
respectively. For the Loomis Sayles Small Cap Series, Total Series
Operating Expenses take into account a voluntary cap on expenses by TNE
Advisers, which will bear all expenses that exceed 1.00% of average daily
net assets. In the absence of this cap or any other expense reimbursement
arrangement, Total Series Operating Expenses for the Loomis Sayles Small
Cap Series for the year ended December 31, 1995 would have been 1.91%.
The expense cap arrangements for these Series are voluntary and may be
terminated at any time. (See attached prospectus of the New England
Zenith Fund for more complete information.)
(7) The Back Bay Advisors Managed Series and Westpeak Stock Index Series are
not Eligible Funds for Contracts purchased after May 1, 1995.
(8) Total Series Operating Expenses for each of these Series are based on the
amount of such expenses applied against assets at December 31, 1995,
after giving effect to a voluntary expense deferral in effect for 1996.
Under the deferral, expenses which exceed a certain limit are paid by TNE
Advisers in the year in which they are incurred and transferred to the
Series in a future year when actual expenses of the Series are below the
limit. The limit on expenses for each of these Series is: .70% of average
daily net assets for the Salomon Brothers U.S. Government Series; .85% of
average daily net assets for the Salomon Brothers Strategic Bond
Opportunities and Loomis Sayles Balanced Series; .90% of average daily
net assets for the Venture Value and Alger Equity Growth Series; and
1.30% of average daily net assets for the Draycott International Equity
Series. Absent the voluntary expense deferral, Total Series Operating
Expenses for these Series for the year ended December 31, 1995 would have
been: 1.85% for the Loomis Sayles Balanced Series, 3.12% for the Draycott
International Equity Series, 2.90% for Salomon Brothers U.S. Government
Series, 2.44% for Salomon Brothers Strategic Bond Opportunities Series,
1.51% for Venture Value Series and 2.45% for Alger Equity Growth Series.
The expense deferral arrangements are voluntary and may be terminated at
any time. (See attached prospectus of New England Zenith Fund for more
complete information.)
(9) In these examples, the average Administration Contract Charge of .13% has
been used. (See (4), above.)
A-10
<PAGE>
(10) The same would apply if you elect to annuitize under a fixed life
contingency option unless your Contract has been in effect less than five
years, in which case the expenses shown in the first three columns of the
preceding example would apply. (See "Contingent Deferred Sales Charge.")
(11) Total Portfolio Operating Expenses for the Variable Insurance Products
Portfolios are based on the amount of such expenses incurred during the
most recent fiscal year applied against assets at December 31, 1995. (See
prospectus of Variable Insurance Products Fund for more complete
information.)
(12) In these examples, the average Administration Contract Charge of .13% has
been used. (See (4), above.)
(13) The same would apply if you elect to annuitize under a fixed life
contingency option unless your Contract has been in effect less than five
years, in which case the expenses shown in the first three columns of the
preceding example would apply. (See "Contingent Deferred Sales Charge.")
The preceding table lists the charges and expenses incurred with respect to
purchase payments invested under the Contracts. The items listed include
charges deducted from purchase payments, charges assessed against Variable
Account assets, and charges deducted from the assets of each of the Eligible
Funds. The examples assume that the entire purchase payment was allocated
initially to a single sub-account without any subsequent transfers. The
purpose of the table is to assist you in understanding the various costs and
expenses you will bear, directly and indirectly, as a Contract Owner.
- -------------------------------------------------------------------------------
A-11
<PAGE>
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
THE NEW ENGLAND VARIABLE ACCOUNT
CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ZENITH
BACK BAY
ZENITH ADVISORS
CAPITAL BOND
GROWTH INCOME
SUB- SUB-
ACCOUNT ACCOUNT
-------- --------
9/16/88* 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 10/5/88* 1/1/89
TO TO TO TO TO TO TO TO TO TO
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/88 12/31/89
-------- --------- ---------- ---------- ---------- ---------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 4.645 4.612 5.950 5.666 8.608 7.978 9.050 8.298 1.630 1.634
2. Accumulation
Unit Value at
end of
period....... 4.612 5.950 5.666 8.608 7.978 9.050 8.298 11.300 1.634 1.810
3. Number of
Accumulation
Units
outstanding
at end of
period....... 439,393 5,337,778 12,591,788 21,719,884 33,645,983 40,091,665 43,592,961 41,663,900 299,002 4,287,540
<CAPTION>
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
TO TO TO TO TO TO
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.810 1.930 2.247 2.398 2.664 2.540
2. Accumulation
Unit Value at
end of
period....... 1.930 2.247 2.398 2.664 2.540 3.037
3. Number of
Accumulation
Units
outstanding
at end of
period....... 10,139,527 17,797,335 28,871,719 41,939,487 41,657,182 42,231,987
</TABLE>
- -----
* Date these sub-accounts were first available.
--------------
<TABLE>
<CAPTION>
ZENITH
BACK BAY ZENITH
ADVISORS BACK BAY
MONEY ADVISORS
MARKET MANAGED
SUB- SUB-
ACCOUNT ACCOUNT**
-------- ---------
9/29/88* 1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95 9/21/88* 1/1/89
TO TO TO TO TO TO TO TO TO TO
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/88 12/31/89
-------- --------- ---------- ---------- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.384 1.408 1.518 1.620 1.697 1.738 1.766 1.811 1.042 1.063
2. Accumulation
Unit Value at
end of
period....... 1.408 1.518 1.620 1.697 1.738 1.766 1.811 1.889 1.063 1.250
3. Number of
Accumulation
Units
outstanding
at end
of period.... 915,605 7,661,069 21,629,006 26,322,938 26,759,532 25,016,975 30,220,356 33,015,018 731,349 9,179,207
<CAPTION>
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 1/1/95
TO TO TO TO TO TO
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.250 1.272 1.508 1.588 1.733 1.691
2. Accumulation
Unit Value at
end of
period....... 1.272 1.508 1.588 1.733 1.691 2.190
3. Number of
Accumulation
Units
outstanding
at end
of period.... 18,099,540 26,478,398 41,588,546 60,696,659 61,961,278 56,145,463
</TABLE>
- -----
* Date these sub-accounts were first available.
** These sub-accounts are only available through Contracts purchased prior to
May 1, 1995.
--------------
A-12
<PAGE>
<TABLE>
<CAPTION>
ZENITH
ZENITH ZENITH LOOMIS
WESTPEAK WESTPEAK SAYLES
STOCK VALUE AVANTI
INDEX GROWTH GROWTH
SUB- SUB- SUB-
ACCOUNT** ACCOUNT ACCOUNT
--------- --------- ---------
8/1/92* 1/1/93 1/1/94 1/1/95 10/1/93* 1/1/94 1/1/95 10/1/93* 1/1/94 1/1/95
TO TO TO TO TO TO TO TO TO TO
12/31/92 12/31/93 12/31/94 12/31/95 12/31/93 12/31/94 12/31/95 12/31/93 12/31/94 12/31/95
--------- ---------- ---------- ---------- --------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.592 1.644 1.780 1.775 1.105 1.132 1.103 1.125 1.137 1.119
2. Accumulation
Unit Value at
end of
period....... 1.644 1.780 1.775 2.398 1.132 1.103 1.486 1.137 1.119 1.439
3. Number of
Accumulation
Units
outstanding
at end of
period....... 2,583,607 11,017,884 14,282,355 15,539,608 3,359,317 16,092,325 21,168,965 4,515,611 15,572,344 19,773,057
<CAPTION>
EQUITY-
INCOME OVERSEAS
SUB- SUB-
ACCOUNT ACCOUNT
--------- ----------
10/1/93* 1/1/94 1/1/95 10/1/93* 1/1/94 1/1/95
TO TO TO TO TO TO
12/31/93 12/31/94 12/31/95 12/31/93 12/31/94 12/31/95
--------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.980 1.992 2.104 1.458 1.532 1.538
2. Accumulation
Unit Value at
end of
period....... 1.992 2.104 2.804 1.532 1.538 1.664
3. Number of
Accumulation
Units
outstanding
at end of
period....... 5,649,743 25,852,849 38,010,655 10,878,551 43,034,544 41,273,183
</TABLE>
- ----
* Date these sub-accounts were first available.
** These sub-accounts are only available through Contracts purchased prior to
May 1, 1995.
-----------
<TABLE>
<CAPTION>
ZENITH ZENITH ZENITH ZENITH
LOOMIS LOOMIS DRAYCOTT ALGER ZENITH
SAYLES SAYLES INTERNATIONAL EQUITY VENTURE
SMALL CAP BALANCED EQUITY GROWTH VALUE
SUB- SUB- SUB- SUB- SUB-
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
--------- --------- ------------- --------- ---------
5/2/94* 1/1/95 10/31/94* 1/1/95 10/31/94* 1/1/95 10/31/94* 1/1/95 10/31/94* 1/1/95
TO TO TO TO TO TO TO TO TO TO
12/31/94 12/31/95 12/31/94 12/31/95 12/31/94 12/31/95 12/31/94 12/31/95 12/31/94 12/31/95
--------- ---------- --------- ---------- ------------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.000 0.959 1.000 0.997 1.000 1.024 1.000 0.956 1.000 0.963
2. Accumulation
Unit Value at
end of
period....... 0.959 1.219 0.997 1.227 1.024 1.073 0.956 1.402 0.963 1.323
3. Number of
Accumulation
Units
outstanding
at end of
period....... 2,988,971 13,533,326 1,736,189 10,987,597 2,916,120 11,062,106 1,857,319 24,163,685 3,499,719 19,608,688
<CAPTION>
ZENITH
ZENITH SALOMON
SALOMON BROTHERS
BROTHERS STRATEGIC
U.S. BOND
GOVERNMENT OPPORTUNITIES
SUB- SUB-
ACCOUNT ACCOUNT
---------- -------------
10/31/94* 10/31/94*
TO 1/1/95 TO TO 1/1/95 TO
12/31/94 12/31/95 12/31/94 12/31/95
---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
1. Accumulation
Unit Value at
beginning of
period....... 1.000 1.004 1.000 0.984
2. Accumulation
Unit Value at
end of
period....... 1.004 1.139 0.984 1.159
3. Number of
Accumulation
Units
outstanding
at end of
period....... 910,020 4,495,184 1,124,133 6,132,563
</TABLE>
- ----
*Date these sub-accounts were first available.
**These sub-accounts are only available through Contracts purchased prior to
May 1, 1995.
Information on units and unit values is useful because they affect the
calculation of Contract Values. The value of a Contract is determined by
multiplying the number of Accumulation Units in each sub-account credited to
the Contract by the Accumulation Unit Value of the sub-account. The
Accumulation Unit Value of a sub-account depends in part on the net investment
experience of the Eligible Fund in which it invests. See "Contract Value and
Accumulation Unit Value" for more information.
- -------------------------------------------------------------------------------
A-13
<PAGE>
HOW THE CONTRACT WORKS
PURCHASE PAYMENT DAILY DEDUCTION FROM
ASSETS
. You can make a CONTRACT VALUE
one-time . Mortality and
investment or . Payments are expense risk
establish an allocated to your charge of 0.95% on
ongoing investment choice, within an annual basis is
program. limits, of deducted from the
Eligible Funds Contract Value
and/or the Fixed daily.
Account.
. Administration
. The Contract Value Asset Charge of
CHARGES FROM PAYMENT reflects purchase 0.40% on annual
payments, basis is deducted
. Premium tax investment from the Contract
charge may experience, Value daily.
apply. interest payments,
partial . Investment
. Premium for surrenders, loans advisory fees are
disability and Contract deducted from the
benefit rider, charges. Eligible Fund
if elected. Values daily.
. The Contract Value
invested in the
Eligible Fund is ANNUAL CONTRACT FEE
not guaranteed.
. $30 Administration
. Earnings are Contract Charge is
ADDITIONAL PAYMENTS accumulated free deducted from the
of any current Contract Value on
. Anytime income taxes (see each anniversary
(subject to page A-33). while Contract is
Company in-force, other
limits). . You may change the than under an
allocation of annuity payment
. Minimum $25. future payments, option. A pro rata
within limits, at portion is
any time. deducted on full
surrender and at
. Prior to annuitization.
annuitization, you
LOANS may transfer
Contract Value SURRENDER CHARGE
. Are available among accounts,
to participants within limits, up . Consists of
of certain tax to twelve times Contingent
qualified per Contract Year Deferred Sales
pension plans without charge Charge (see page
(see page A- (special limits A-27).
23). apply to transfers
of Contract Value
to and from the
Fixed Account).
. Allocations of
payments and PREMIUM TAX CHARGE
SURRENDERS transfers of
Contract Value . Where applicable,
. Up to 10% of must comply with is deducted from
Contract Value the rule that purchase payments
can be surren- Contract Value may (currently in
dered each year be allocated among Kentucky and South
without no more than ten Dakota) or from
incurring accounts, Contract Value
surrender including the when annuity
charges, Fixed Account, at payments commence
subject to any any time. (currently in
applicable tax North Carolina).
law restrictions.
. Surrenders
will be
taxable. RETIREMENT BENEFITS
LIVING BENEFITS
. Prior to age . Lifetime income
59 1/2 a 10% options. . You pay no taxes
penalty tax on your investment
may apply. . Fixed and/or as long as it
variable payout remains in the
options. Contract.
DEATH PROCEEDS . Premium tax charge . Contract may be
may apply. surrendered at any
. Guaranteed not time for its
to be less Contract Value,
than your less any
total applicable
contribution tax law restric-
to your tions)
Contract net
of any prior . If the Contract
surrenders and contains the
outstanding disability benefit
loans. rider and the
Annuitant becomes
. Death proceeds totally disabled,
pass to the monthly benefits
beneficiary will be provided.
without
probate.
S-16
<PAGE>
THE COMPANY
New England Mutual Life Insurance Company, the first chartered mutual life
insurance company in the United States, was organized in 1835 under the laws
of the Commonwealth of Massachusetts. The Company currently has assets of over
$16 billion. It offers life insurance, annuity, accident and health insurance
products and is licensed to do business in all states, the District of
Columbia and Puerto Rico. The Company's home office is at 501 Boylston Street,
Boston, Massachusetts (the "Home Office").
The Company, along with its subsidiaries and affiliates, is known as The New
England. As of December 31, 1995, The New England and its affiliates had more
than $86 billion in assets under management.
The New England and Metropolitan Life Insurance Company ("MetLife") have
entered into an agreement to merge, with MetLife to be the survivor of the
merger. The merger is conditioned upon, among other things, approval by the
policyholders of The New England and MetLife and receipt of certain regulatory
approvals. Upon consummation of the merger, the Variable Account will become a
separate account of MetLife. The Contracts issued by the Variable Account will
thereafter be deemed to be variable annuity contracts issued by MetLife, and
the insurance obligations under the Contracts will be backed by the assets of
MetLife.
THE VARIABLE ACCOUNT
The Variable Account was established by The New England as a separate
investment account pursuant to the provisions of Massachusetts law on July 15,
1987, and is registered as a unit investment trust under the Investment
Company Act of 1940. The Variable Account meets the definition of a "separate
account" under Federal securities laws.
Applicable law provides that the assets in the Variable Account equal to the
reserves and other contract liabilities of the Variable Account shall not be
chargeable with liabilities arising out of any other business the Company may
conduct. The Company believes this means that the assets of the Variable
Account equal to its reserves and other contract liabilities are not available
to meet the claims of the Company's general creditors and may only be used to
support the Contract Values under the Contracts. The income and realized and
unrealized capital gains or losses of the Variable Account are credited to or
charged against the Variable Account without regard to other income, gains or
losses of the Company. All obligations arising under the Contracts are,
however, general corporate obligations of the Company.
Purchase payments are allocated within the Variable Account to one or more
of the sub-accounts as you elect. The value of Accumulation Units credited to
your Contract and the amount of the variable annuity payments depend on the
investment experience of the Eligible Fund(s) that you select. The Company
does not guarantee the investment performance of the Variable Account. Thus,
you bear the full investment risk for all amounts contributed to the Variable
Account.
INVESTMENTS OF THE VARIABLE ACCOUNT
Purchase payments applied to the Variable Account will be invested in one or
more of the Eligible Funds listed below, at net asset value without deduction
of any sales charge, in accordance with the selection you make in your
application. You may change your selection of Eligible Funds for future
purchase payments at any time without charge. (See "Requests and Elections.")
You also may transfer previously invested amounts among the Eligible Funds,
subject to certain conditions. (See "Transfer Privilege.") Your Contract Value
may be distributed among no more than 10 accounts (including the Fixed
Account) at any time. The Company reserves the right to add or remove Eligible
Funds from time to time as investments for the Variable Account. See
"Substitution of Investments."
NEW ENGLAND ZENITH FUND: Currently, there are twelve Series of the New England
Zenith Fund that are Eligible Funds under the Contracts offered by this
prospectus. Two additional Series, the Back Bay Advisors Managed Series and
the Westpeak Stock Index Series, described below, are Eligible Funds only for
Contracts issued before May 1, 1995.
BACK BAY ADVISORS MONEY MARKET SERIES
The Back Bay Advisors Money Market Series seeks the highest possible level
of current income consistent with preservation of capital. The Series invests
in a variety of high quality money market instruments.
A-15
<PAGE>
BACK BAY ADVISORS BOND INCOME SERIES
The Back Bay Advisors Bond Income Series seeks to provide a high level of
current income consistent with protection of capital and moderate investment
risk through investment primarily in U.S. Government and corporate bonds.
CAPITAL GROWTH SERIES
The Capital Growth Series seeks long-term growth of capital through
investment primarily in equity securities of companies whose earnings are
expected to grow at a faster rate than the United States economy. Most of the
Capital Growth Series' investments are normally in common stocks.
WESTPEAK VALUE GROWTH SERIES
The Westpeak Value Growth Series seeks long-term total return (capital
appreciation and dividend income) through investment in equity securities.
Emphasis will be given to both undervalued securities ("value" style) and
securities of companies with growth potential ("growth" style).
LOOMIS SAYLES AVANTI GROWTH SERIES
The Loomis Sayles Avanti Growth Series seeks long-term growth of capital.
The Series normally will invest primarily in equity securities of companies
with medium and large capitalization (capitalization of $1 billion to $5
billion and over $5 billion, respectively), but will also invest a portion of
its assets in equity securities of companies with relatively small market
capitalization (under $1 billion).
LOOMIS SAYLES BALANCED SERIES
The Loomis Sayles Balanced Series seeks reasonable long-term investment
return from a combination of long-term capital appreciation and moderate
current income. The Series is "flexibly managed" in that sometimes it invests
more heavily in equity securities and at other times it invests more heavily
in fixed-income securities, depending on its subadviser's view of the economic
and investment outlook.
DRAYCOTT INTERNATIONAL EQUITY SERIES
The Draycott International Equity Series seeks total return from long-term
growth of capital and dividend income, primarily through investment in
international equity securities.
SALOMON BROTHERS U.S. GOVERNMENT SERIES
The Salomon Brothers U.S. Government Series seeks to provide a high level of
current income consistent with preservation of capital and maintenance of
liquidity. The Series seeks to achieve its objective by primarily investing in
debt obligations (including mortgage backed securities) issued or guaranteed
by the U.S. Government or agencies, or derivative securities (such as
collateralized mortgage obligations) backed by such securities.
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES
The Salomon Brothers Strategic Bond Opportunities Series seeks a high level
of total return consistent with preservation of capital. Assets will be
allocated among U.S. Government obligations, mortgage backed securities,
domestic and foreign corporate debt and sovereign debt securities rated
investment grade (BBB or higher by S&P or Baa or higher by Moody's) (or
unrated but deemed to be of equivalent quality in the subadviser's judgment)
and domestic and foreign corporate debt and sovereign debt securities rated
below investment grade. Depending on market conditions, the Series may invest
without limit in below investment grade fixed-income securities. Securities of
below investment grade quality are considered high yield, high risk securities
and are commonly known as "junk bonds."
VENTURE VALUE SERIES
The Venture Value Series seeks growth of capital. The Series will primarily
invest in domestic common stocks that the Series' subadviser believes have
capital growth potential due to factors such as undervalued assets or earnings
potential,
A-16
<PAGE>
product development and demand, favorable operating ratios, resources for
expansion, management abilities, reasonableness of market price, and favorable
overall business prospects. The Series will generally invest predominantly in
equity securities of companies with market capitalizations of at least $250
million.
ALGER EQUITY GROWTH SERIES
The Alger Equity Growth Series seeks long-term capital appreciation. The
Series' assets will be invested primarily in a diversified, actively managed
portfolio of equity securities, primarily of companies having a total market
capitalization of $1 billion or greater.
LOOMIS SAYLES SMALL CAP SERIES
The Loomis Sayles Small Cap Series seeks long-term capital growth from
investments in common stocks or their equivalent. The Series invests primarily
in stocks of small capitalization companies with good earnings growth
potential that its subadviser believes are undervalued by the market.
Typically, such companies range in size from $100 million to $500 million in
market capitalization, have better than average growth rates at below average
price/earnings ratios, and have strong balance sheets and cash flow.
BACK BAY ADVISORS MANAGED SERIES
The Back Bay Advisors Managed Series is an Eligible Fund only for Contracts
issued before May 1, 1995. The Series seeks to provide a favorable total
investment return through investment in a diversified portfolio of common
stocks and fixed income securities. These investments will be made in
proportions that the Series' subadviser deems appropriate for an investor who
wishes to invest in a portfolio containing a diversified mix of assets. It is
expected that more often than not the investment portfolio of the Series will
contain a higher proportion of common stocks than of notes and bonds, and a
higher proportion of notes and bonds than of money market instruments.
WESTPEAK STOCK INDEX SERIES
The Westpeak Stock Index Series is an Eligible Fund only for Contracts
issued before May 1, 1995. The Series seeks to provide results that correspond
to the composite price and yield performance of United States publicly traded
common stocks. The Series currently seeks to achieve its objective by
attempting to duplicate the composite price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index.
VARIABLE INSURANCE PRODUCTS FUND:
EQUITY-INCOME PORTFOLIO
The Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities.
OVERSEAS PORTFOLIO
The Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities.
INVESTMENT ADVICE
The Capital Growth Series receives investment advice from Capital Growth
Management Limited Partnership ("CGM"), an affiliate of the Company. TNE
Advisers, Inc., a subsidiary of the Company, serves as investment adviser for
the remaining Series of the New England Zenith Fund. Each of these Series also
has a subadviser. The Back Bay Advisors Money Market Series and Back Bay
Advisors Bond Income Series receive investment subadvisory services from Back
Bay Advisors, L.P., an indirect subsidiary of the Company. The Westpeak Value
Growth Series receives investment subadvisory services from Westpeak
Investment Advisors, L.P., an indirect subsidiary of the Company. The Loomis
Sayles Avanti Growth Series, Loomis Sayles Small Cap Series and Loomis Sayles
Balanced Series receive investment subadvisory services from Loomis Sayles &
Company, L.P., an indirect subsidiary of the company. The Draycott
International Equity Series receives investment subadvisory services from
Draycott Partners, Ltd. The Alger Equity Growth Series receives investment
subadvisory services from Fred Alger Management, Inc. The Venture Value Series
receives investment subadvisory services from Davis Selected Advisers, L.P.
The Salomon Brothers U.S. Government Series and Salomon Brothers Strategic
Bond Opportunities Series
A-17
<PAGE>
receive investment subadvisory services from Salomon Brothers Asset Management
Inc. More complete information on each Series of the New England Zenith Fund
is contained in the attached New England Zenith Fund prospectus, which you
should read carefully before investing, as well as in the New England Zenith
Fund's Statement of Additional Information, which may be obtained free of
charge by writing to New England Securities, 399 Boylston St., Boston,
Massachusetts, 02116.
The Equity-Income Portfolio and the Overseas Portfolio receive investment
advice from Fidelity Management & Research Company. More complete information
on the Equity-Income and Overseas Portfolios of the Variable Insurance
Products Fund is contained in the prospectus of that Fund, which you should
read carefully before investing, as well as in the Variable Insurance Products
Fund's Statement of Additional Information, which may be obtained free of
charge by writing to Fidelity Distributors Corporation, 82 Devonshire Street,
Boston, Massachusetts, 02109.
SUBSTITUTION OF INVESTMENTS
If investment in the Eligible Funds or a particular Series or Portfolio is
no longer possible or in the judgment of the Company becomes inappropriate for
the purposes of the Contract, the Company may substitute another Eligible Fund
or Funds without your consent. Substitution may be made with respect to both
existing investments and the investment of future purchase payments. However,
no such substitution will be made without any necessary approval of the
Securities and Exchange Commission.
GUARANTEED OPTION
Net purchase payments may also be allocated to the Fixed Account option in
states that have approved the Fixed Account option. The Fixed Account is a
part of the Company's general account and provides guarantees of principal and
interest. (See "The Fixed Account" for more information.)
THE CONTRACTS
The Contracts provide that purchase payments will be invested by the Company
in the Eligible Fund(s) you select and that, after annuitization, the Company
will make variable annuity payments on a monthly basis, unless you elect
otherwise. You assume the risk of investment gain or loss in that the value of
your Contract before annuitization and, in the case of a variable payment
option, the annuity payments after annuitization will vary with the investment
performance of those Eligible Funds in which your Contract is invested.
PURCHASE PAYMENTS
Under current rules, the minimum initial purchase payment for flexible
payment Contracts issued in connection with tax-benefited retirement plans
other than individual retirement accounts under Section 408(a) of the Code or
individual retirement annuities under Section 408(b) of the Code (both
referred to as "IRAs") is $50. For flexible payment Contracts issued in
connection with IRAs, the Company currently requires a minimum initial
purchase payment of $2,000, although the Company requires a minimum initial
payment of $100 if monthly payments are to be withdrawn from your bank
checking account or TNE Cash Management Account, a service known as the Master
Service Account arrangement ("MSA"). For all other flexible payment Contracts,
the minimum initial purchase payment is $5,000, although the Company requires
a minimum initial payment of $100 if monthly payments are to be made through
MSA. The Company may consent to lower initial purchase payments in certain
situations. Additional purchase payments must be at least $25, although the
Company currently requires minimum additional purchase payments to be at least
$50 if they are made through a group billing arrangement (also known as a
"list-bill" arrangement) and $100 per month if they are made through MSA. The
Company reserves the right to limit the amount of purchase payments under a
Contract in any Contract Year to three times the anticipated annual
contribution that you specify in your Contract application. The Company
currently limits anticipated annual contributions to $100,000, so that the
maximum amount you may contribute in any Contract Year is $300,000, or three
times your specified anticipated annual contribution, if less. Except with the
consent of the Company, the minimum purchase payment for a single payment
Contract is $2,000 for Contracts issued in connection with IRAs and $5,000 for
all other Contracts, and the maximum purchase payment for a single payment
contract is $1,000,000. Payments in addition to the required minimum purchase
payment may also be made on a single payment Contract, subject to the minimums
set
A-18
<PAGE>
forth above. The Company reserves the right to limit purchase payments made in
any Contract Year or in total under a single payment Contract.
The Company will determine whether to approve applications for new
Contracts, and will apply initial purchase payments under new Contracts not
later than 2 business days after a completed application (including the
initial purchase payment) is received at the Company's Home Office. If an
application is not complete upon receipt, the Company will apply the initial
purchase payment not later than 2 business days after it is completed. If an
incomplete application is not completed within 5 days after the Company
receives it, however, the Company will inform the applicant of the reasons for
the delay and will refund any purchase payment unless the applicant consents
to allow the Company to retain the purchase payment until the application is
made complete. The Company reserves the right to reject any application.
ALLOCATION OF PURCHASE PAYMENTS
Net purchase payments are converted into Accumulation Units of the sub-
accounts you select, subject to the limitation that Contract Value may be
allocated among no more than 10 accounts, including the Fixed Account, at any
time. The number of Accumulation Units of each sub-account to be credited to
the Contract is determined by dividing the net purchase payment by the
Accumulation Unit Value for the selected sub-accounts next determined
following receipt of the purchase payment at the Company's Home Office (or, in
the case of the initial purchase payment, next determined following approval
of the Contract application. In the case of an initial purchase payment to be
made by exchanging a Fund I or Preference contract, the payment will be
applied using the Accumulation Unit Value next determined following approval
of the Contract application and receipt of the proceeds of the Fund I or
Preference contract.)
CONTRACT VALUE AND ACCUMULATION UNIT VALUE
The value of a Contract is determined by multiplying the number of
Accumulation Units credited to the Contract by the appropriate Accumulation
Unit Values. As described below, the Accumulation Unit Value of each sub-
account depends on the net investment experience of its corresponding Eligible
Fund and reflects fees and expenses borne by the Eligible Fund as well as
charges assessed against sub-account assets. The Accumulation Unit Value of
each sub-account was set at $1.00 on or about the date on which shares of the
corresponding Eligible Fund first became available to investors. The
Accumulation Unit Value is determined as of the close of regular trading on
the New York Stock Exchange on each day during which the Exchange is open for
trading by multiplying the last-determined Accumulation Unit Value by the net
investment factor determined as of the close of regular trading on the
Exchange on that day. To determine the net investment factor for any sub-
account, the Company takes into account the change in net asset value per
share of the Eligible Fund held in the sub-account as of the close of regular
trading on the Exchange on that day from the net asset value most recently
determined, the amount of dividends or other distributions made by that
Eligible Fund since the previous determination of net asset value per share,
and daily deductions for the Mortality and Expense Risk Charge and
Administration Asset Charge, equal, on an annual basis, to 1.35% of the
average daily net asset value of the sub-account. The formula for determining
the net investment factor is described under the caption "Net Investment
Factor" in the Statement of Additional Information.
The net investment factor may be greater or less than one, depending in part
upon the investment performance of the Eligible Fund which is the underlying
investment of the sub-account, and you bear this investment risk. The net
investment results are also affected by the deductions from sub-account assets
for the Mortality and Expense Risk Charge and Administration Asset Charge.
Under a Contract with the Fixed Account option, the total Contract Value
includes the amount of Contract Value held in the Fixed Account. Under a
Contract that permits Contract loans, the Contract Value also includes the
amount of Contract Value transferred to the Company's general account (but
outside of the Fixed Account) as a result of a loan and any interest credited
on that amount. Interest earned on the amount held in the general account as a
result of a loan will be credited to the Contract's sub-accounts annually in
accordance with the allocation instructions in effect for purchase payments
under your Contract on the date of the crediting. (See "Loan Provision for
Certain Tax Benefited Retirement Plans.")
PAYMENT ON DEATH PRIOR TO ANNUITIZATION
If the Annuitant dies after annuitization, the amount payable, if any, will
be as specified in the annuity payment option selected. Prior to
annuitization, the Contract's Death Proceeds are payable to the Beneficiary if
the Company receives due
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proof of death of: (1) the Contract Owner; or (2) the Annuitant, in the case
of a Contract that is not owned in an individual capacity.
The Contract's Death Proceeds at any time are the greater of: (1) the sum of
all purchase payments adjusted for any partial surrenders; or (2) the current
Contract Value. For this purpose, the current Contract Value is the value next
determined after the later of: (1) the date when the Company receives due
proof of death; and (2) the date when the Company receives an election of
continuation of the Contract (if available) or of payment either in one sum or
under an annuity payment option. Death Proceeds will be reduced by the amount
of any outstanding loan plus accrued interest. (See "Loan Provision for
Certain Tax Benefited Retirement Plans.")
OPTIONS FOR DEATH PROCEEDS
The Death Proceeds, reduced by the amount of any outstanding loan plus
accrued interest, will be paid in a lump sum or will be applied to provide one
or more of the fixed or variable methods of payment available. (See "Annuity
Options.") The Contract Owner may elect the form of payment during his or her
lifetime (or during the Annuitant's lifetime, if the Contract is not owned in
an individual capacity). Such an election, particularly in the case of
Contracts issued in connection with retirement plans qualifying for tax
benefited treatment, is subject to any applicable requirements of Federal tax
law. If the Contract Owner has not made such an election, payment will be in a
single sum, unless the Beneficiary elects an annuity payment option within 90
days after receipt by the Company of due proof of the Annuitant's death or
elects to apply the amount payable under the Contract to purchase a new
Contract. Whether and when such an election is made could affect when the
Death Proceeds are deemed to be received under the tax laws.
The Company also intends to make Beneficiary Continuation and Spousal
Continuation provisions available under the Contracts, subject to any
necessary state approvals. Under these provisions, an eligible Beneficiary
would also have the option of continuing the Contract, as further described
below. IF EITHER BENEFICIARY OR SPOUSAL CONTINUATION APPLIES TO A CONTRACT,
AND AN ELIGIBLE BENEFICIARY DOES NOT MAKE AN ELECTION OF CONTINUATION OF THE
CONTRACT OR OF PAYMENT EITHER IN ONE SUM OR UNDER AN ANNUITY PAYMENT OPTION
WITHIN 90 DAYS AFTER THE COMPANY RECEIVES DUE PROOF OF DEATH, THE CONTRACT
WILL BE CONTINUED UNDER THE APPLICABLE CONTINUATION PROVISION.
For non-tax qualified plans, the Code requires that if the Contract Owner
(or, if applicable, the Annuitant) dies prior to annuitization, the Death
Proceeds must be either: (1) distributed within five years after the date of
death; or (2) applied to a payment option payable over the life (or over a
period not exceeding the life expectancy) of the Beneficiary, provided further
that payments under the payment option must begin within one year of the date
of death. There are comparable rules for distributions on the death of the
Annuitant under tax qualified plans; however, if the Beneficiary under a tax
qualified Contract is the Annuitant's spouse, the Code generally allows
distributions to begin by the year in which the Annuitant would have reached
age 70 1/2 (which may be more or less than five years after the Annuitant's
death). See "Taxation of the Contracts--Special Rules for Annuities Purchased
for Annuitants Under Retirement Plans Qualifying for Tax Benefited Treatment--
Distributions from the Contract."
If a Contract Owner (or, if applicable, the Annuitant) dies on or after
annuitization, the remaining interest in the Contract must be distributed at
least as quickly as under the method of distribution in effect on the date of
death.
--BENEFICIARY CONTINUATION
In keeping with the Code's general requirement that Death Proceeds must be
distributed within five years after the death of the Contract Owner (or, if
applicable, the Annuitant), the Beneficiary Continuation provision permits a
Beneficiary to hold his or her share of the Death Proceeds (as determined
after the Death Proceeds have been reduced by the amount of any outstanding
loan plus accrued interest), in the Contract and to continue the Contract for
a period ending five years after the date of death, provided that the
Beneficiary's share of the Death Proceeds meets the Company's published
minimum (currently $5,000 for non-tax qualified Contracts and $2,000 for tax
qualified Contracts). THE CONTRACT CANNOT BE CONTINUED FOR ANY BENEFICIARY
WHOSE SHARE OF THE DEATH PROCEEDS DOES NOT MEET THE MINIMUM.
The Beneficiary has 90 days after the date the Company receives due proof of
death to make an election with respect to his or her share of the Death
Proceeds. The Beneficiary may elect either: (1) payment in a single sum; (2)
application to a
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permitted payment option with payments to begin within one year of the date of
death; or (3) Beneficiary Continuation, provided that the Beneficiary's share
of the Death Proceeds meets the Company's published minimum. IF THE
BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER THE COMPANY
RECEIVES DUE PROOF OF DEATH, THE CONTRACT WILL BE CONTINUED UNDER THE
BENEFICIARY CONTINUATION PROVISION FOR A PERIOD ENDING FIVE YEARS AFTER THE
DATE OF DEATH. IF BENEFICIARY CONTINUATION IS NOT AVAILABLE BECAUSE THE
BENEFICIARY'S SHARE OF THE DEATH PROCEEDS DOES NOT MEET THE COMPANY'S
PUBLISHED MINIMUM, HOWEVER, THE DEATH PROCEEDS WILL BE PAID IN A SINGLE SUM
UNLESS THE BENEFICIARY ELECTS AN ANNUITY PAYMENT OPTION WITHIN 90 DAYS AFTER
THE COMPANY RECEIVES DUE PROOF OF DEATH.
If the Contract is continued under the Beneficiary Continuation provision,
the Death Proceeds (reduced by the amount of any outstanding loan plus accrued
interest) become the Contract Value on the date the continuation is effected,
and will be allocated among the accounts in the same proportion as they had
been prior to the continuation. In addition, the Beneficiary will have the
right to make transfers and fully or partially surrender his or her Contract
Value, and no contingent deferred sales charge will apply. The Beneficiary
cannot, however, make additional purchase payments, take loans or exercise the
dollar cost averaging feature. Five years from the date of death of the
Contract Owner (or, if applicable, the Annuitant), the Company will pay the
Beneficiary's Contract Value to the Beneficiary. If the Beneficiary dies
during that five year period, the Beneficiary's death benefit will be the
Beneficiary's Contract Value on the date when the Company receives due proof
of the Beneficiary's death.
--SPECIAL OPTIONS FOR SPOUSES
Under the Spousal Continuation provision, the Contract may be continued
after the death of the Contract Owner (or the Annuitant, in the case of a
Contract that is not owned in an individual capacity) if the Contract
identifies the deceased spouse as the Contract Owner (or, if applicable, the
Annuitant) and the surviving spouse as the primary Beneficiary. In that case,
the surviving spouse can elect one of the following three options within 90
days after the Company receives due proof of death of the Contract Owner (or,
if applicable, the Annuitant). The surviving spouse may elect: (1) to receive
the Death Proceeds (reduced by the amount of any outstanding loan plus accrued
interest) either in one sum or under a permitted payment option; (2) to
continue the Contract under the Beneficiary Continuation provision; or (3) to
continue the Contract under the Spousal Continuation provision with the
surviving spouse as the Contract Owner (or, if applicable, the Annuitant). IF
THE SURVIVING SPOUSE DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER THE
COMPANY RECEIVES DUE PROOF OF DEATH, THE CONTRACT WILL AUTOMATICALLY BE
CONTINUED UNDER THE SPOUSAL CONTINUATION PROVISION, WITH THE RESULT THAT THE
SURVIVING SPOUSE WILL FOREGO THE RIGHT TO RECEIVE THE DEATH PROCEEDS AT THAT
TIME.
A surviving spouse who elects Beneficiary Continuation under a Contract that
is qualified for tax-benefited treatment under the Code must begin to receive
distributions from the Contract by the earlier of: (1) five years from the
date of death; and (2) the year in which the Contract Owner (or, if
applicable, the Annuitant) would have reached age 70 1/2.
Under the Spousal Continuation provision, all terms and conditions of the
Contract that applied prior to the death will continue to apply, regardless of
whether or not the Contract is qualified for tax benefited treatment under the
Code, except that:
a. The surviving spouse will not be permitted to make additional purchase
payments or take loans under Contracts issued in connection with a
retirement plan qualifying for tax benefited treatment under Sections 401
or 403 of the Internal Revenue Code; and
b. The Maturity Date will be reset to a later date, if necessary, based
on the age of the surviving spouse. The Maturity Date cannot be reset to an
earlier date. In the event the Maturity Date is reset, the new Maturity
Date will be the date when the surviving spouse reaches the maximum
maturity age under applicable state law. In most states, the maximum
maturity age is 95, but the maximum maturity age is 85 in New York and
Pennsylvania.
The Spousal Continuation provison will not be available if, at the time of
the Contract Owner's death, the surviving spouse is older than the maximum
maturity age under applicable state law. In addition, the Spousal Continuation
provision will not be available if, at the original Maturity Date, the
surviving spouse would be older than the maximum maturity age under applicable
state law.
If a Contract is subject to a loan at the time the Contract Owner (or, if
applicable, the Annuitant) dies, and the Contract is continued under the
Spousal Continuation provision, the amount of the outstanding loan plus
accrued interest will be
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treated as a taxable distribution from the Contract to the deceased Contract
Owner, and the Contract Value will be reduced accordingly.
TRANSFER PRIVILEGE
It is the position of the Company that you may transfer your Contract Value
among accounts without incurring adverse federal income tax consequences. It
is not clear, however, whether the Internal Revenue Service will limit the
number of transfers between sub-accounts and/or the Fixed Account in an
attempt to limit the Contract Owner's incidents of ownership in the assets
used to support the Contract. See "Taxation of the Contracts--Special Rules
for Annuities Used by Individuals or with Plans and Trusts Not Qualifying
Under the Code for Tax Benefited Treatment." The Company currently allows 12
free transfers per Contract Year prior to annuitization. Additional transfers
are subject to a $10 charge per transfer. The Company reserves the right to
impose a charge of $10 on each transfer in excess of four per year and to
limit the number of transfers. After variable annuity payments have commenced,
you may make one transfer per year without the consent of the Company, and the
Fixed Account is not available under variable payment options. All transfers
are subject to the requirement that the amount of Contract Value transferred
be at least $25 (or, if less, the amount of Contract Value held in the sub-
account from which the transfer is made) and that, after the transfer is
effected, Contract Value be allocated among not more than ten accounts,
including the Fixed Account. Transfers will be accomplished at the relative
net asset values per share of the particular Eligible Funds next determined
after the request is received. See "Requests and Elections" for information
regarding transfers made by written request and by telephone.
For special rules regarding transfers involving the Fixed Account, see "The
Fixed Account". Transfers out of the Fixed Account are limited as to timing,
frequency and amount.
DOLLAR COST AVERAGING
The Company offers an automated transfer privilege referred to here as
dollar cost averaging. Under this feature you may request that a certain
amount of your Contract Value be transferred on the same day each month, prior
to annuitization, from any one account of your choice (excluding the Fixed
Account) to one or more of the other accounts (excluding the Fixed Account)
subject to the limitation that Contract Value may not be allocated to more
than 10 accounts, including the Fixed Account, at any time. Currently, a
minimum of $100 must be transferred to each account that you select under this
feature. Transfers made under the dollar cost averaging program will not be
counted against the twelve transfers per year which may be made free of
charge. You may cancel your use of the dollar cost averaging program at any
time prior to the monthly transfer date. (See Appendix A for more information
about Dollar Cost Averaging.)
SURRENDERS
Prior to annuitization, you may surrender the Contract for all or part of
the Contract Value (reduced by the amount of any outstanding loan plus accrued
interest.) (See "Loan Provision for Certain Tax Benefited Retirement Plans.")
This right is subject to any restrictions on surrender under applicable laws
relating to employee benefit plans or under the terms of the plans themselves.
The election to surrender must be in a form conforming to the Company's
administrative procedures and must be received at the Company's Home Office
prior to the earlier of the Maturity Date or the Annuitant's death. You may
receive the proceeds in cash or apply them to an annuity payment option. If
you wish to apply the proceeds to a payment option, you must so indicate in
your surrender request; otherwise you will receive the proceeds in a lump sum
and may be taxed on them as a full distribution. Payment of surrender proceeds
normally will be made within 7 days, subject to the Company's right to suspend
payments under certain circumstances. (See "Suspension of Payments.") The
Federal tax laws impose penalties upon, and in some cases prohibit, certain
premature distributions from the Contracts before or after the date on which
annuity payments are to begin. (See "Federal Income Tax Status.") No surrender
is permitted in connection with a Contract issued pursuant to the Optional
Retirement Program of the University of Texas System prior to the plan
participant's death, retirement, or termination of employment in all Texas
public institutions of higher education.
On receipt of an election to surrender, the Company will cancel the number
of Accumulation Units necessary to equal the dollar amount of the surrender
request. On a full surrender, any applicable Administration Contract Charge
will be deducted from this amount. Any applicable Contingent Deferred Sales
Charge will be deducted from this amount on a full or partial surrender. Also,
any applicable Contingent Deferred Sales Charge will be imposed upon the
application of proceeds to an annuity payment option unless you elect (a) a
variable life income option (payment options 2, 3 or 6 as
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described under "Annuity Options") or (b) for Contracts that have been in
force at least five years, a fixed life income payment option (comparable to
payment options 2, 3 or 6 as described under "Annuity Options" but on a fixed
basis). (See "Administration Charges, Contingent Deferred Sales Charge and
Other Deductions" and "Annuity Options.") A partial surrender will reduce the
Contract Value in the sub-accounts in proportion to the amount of Contract
Value in each sub-account, unless you request otherwise. Surrenders and
related charges will be based on Accumulation Unit Values next determined
after the election is received at the Company's Home Office or, if surrender
proceeds are to be applied to an annuity payment option, at such later date as
may be specified in the request for surrender. After a partial surrender, the
remaining Contract Value must be at least $500 (unless the Company consents to
a lesser amount) or, if the Contract is subject to an outstanding loan, the
remaining unloaned Contract Value must be at least 10% of the total Contract
Value after the partial surrender or $500, whichever is greater (unless the
Company consents to a lesser amount). If the requested partial surrender would
not satisfy this requirement, at the Contract Owner's option either the amount
of the partial surrender will be reduced or the transaction will be treated as
a full surrender and any applicable Contingent Deferred Sales Charge will be
deducted from the proceeds.
Any surrender may result in adverse tax consequences. You are advised to
consult a qualified tax advisor as to the consequences of such a distribution.
(See "Federal Income Tax Status.")
SYSTEMATIC WITHDRAWALS
The Systematic Withdrawal feature available under the Contracts allows the
Contract Owner to have a portion of the Contract Value withdrawn automatically
at regularly scheduled intervals prior to annuitization. The application for
the Systematic Withdrawal feature specifies the applicable terms and
conditions of the program. Systematic Withdrawals are processed on the same
day each month, depending on your election. If the New York Stock Exchange is
closed on the day when the withdrawal is to be made, the withdrawal will be
processed on the next business day. The Contingent Deferred Sales Charge will
apply to amounts received under the Systematic Withdrawal program in the same
manner as it applies to other partial surrenders and surrenders of Contract
Value. (See "Contingent Deferred Sales Charge.") Of course, continuing to make
purchase payments under the Contract while you are making Systematic
Withdrawals means that you could incur any applicable Contingent Deferred
Sales Charge on the withdrawals at the same time that you are making the new
purchase payments. The Federal tax laws may include systematic withdrawals in
the Contract Owner's gross income in the year in which the withdrawal occurs
and will impose a penalty of 10% on certain systematic withdrawals which are
premature distributions.
LOAN PROVISION FOR CERTAIN TAX BENEFITED RETIREMENT PLANS
Contract loans are available to participants under TSA Plans that are not
subject to ERISA, to trustees of Qualified Plans and to fiduciaries of TSA
Plans subject to ERISA in those states where the insurance department has
approved the currently applicable Contract loan provision. (The Contracts are
only available on a limited basis to plans qualified under Section 401(k) of
the Code and are no longer being offered to TSA Plans subject to ERISA. See
"Retirement Plans Offering Federal Tax Benefits.")
The Department of Labor has issued regulations (the "ERISA regulations")
governing plan participant loans under retirement plans subject to ERISA.
Generally, the ERISA regulations will apply to retirement plans that qualify
under Sections 401(a) and 401(k) of the Code and employer-sponsored TSA Plans
(generally those to which employers make contributions not attributable to
salary reduction agreements). YOU AND YOUR EMPLOYER ARE RESPONSIBLE FOR
DETERMINING WHETHER YOUR PLAN IS SUBJECT TO AND COMPLIES WITH THE ERISA
REGULATIONS ON PARTICIPANT PLAN LOANS.
It is the responsibility of the trustee of a Qualified Plan or fiduciary of
a TSA Plan subject to ERISA to ensure that the proceeds of a Contract loan are
made available to a participant under a separate plan loan agreement, the
terms of which comply with all the plan qualification requirements including
the requirements of the ERISA regulations on plan loans. Therefore, the plan
loan agreement may differ from the Contract loan provisions and, if you are a
participant in a Qualified Plan or a TSA Plan subject to ERISA, you should
consult with the fiduciary administering the plan loan program to determine
your rights and obligations with respect to plan loans.
The ERISA regulations contain requirements for plan loans relating to their
maximum amount, availability, and other matters. Among the rules are the
requirements that the loan bear a reasonable rate of interest, be adequately
secured, provide a reasonable repayment schedule, and be made available on a
basis that does not discriminate in favor of employees who
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are officers or shareholders or who are highly compensated. These regulations
may change from time to time. Failure to comply with these requirements may
result in tax penalties under the Code and under ERISA.
One of the current requirements of the ERISA regulations is that the plan
must charge a "commercially reasonable" rate of interest for plan loans. The
Contract loan interest rate may not be considered "commercially reasonable"
within the meaning of the ERISA regulations, and it is the responsibility of
the plan fiduciary to charge the participant any additional interest under the
plan loan agreement which may be necessary to make the overall rate charged
comply with the regulation. The ERISA regulations also currently require that
a loan be adequately secured, but provide that not more than 50% of the
participant's vested account balance under the plan may be used as security
for the loan. A Contract loan is secured by the portion of the Contract Value
which is held in the Company's general account as a result of the loan. The
plan fiduciary must ensure that the Contract Value held as security under the
Contract, plus any additional portion of the participant's vested account
balance which is used as security under the plan loan agreement, does not
exceed 50% of the participant's total vested account balance under the plan.
The amount of any loan may not exceed the maximum loan amount as determined
under the Company's maximum loan formula. The effect of a loan on your
Contract is that a portion of the Contract Value equal to the amount of the
loan will be transferred to the Company's general account and will earn
interest (which is credited to the Contract) at the effective rate of 4 1/2%
per year. This earned interest will be credited to the Contract's sub-accounts
(and, if available under your Contract, to the Fixed Account) annually in
accordance with the allocation instructions in effect for purchase payments
under your Contract on the date of the crediting. Interest charged on the loan
will be 6 1/2% per year. Depending on the Company's interpretation of
applicable law and on the Company's administrative procedures, the interest
rates charged and earned on loaned amounts may be changed (for example, to
provide for a variable interest rate) with respect to new loans made. The
Company may also establish a minimum loan amount. Because the amount moved to
the general account as a result of the loan does not participate in the
Variable Account's investment experience, a Contract loan can have a permanent
effect on the Contract Value and death proceeds.
The Company will not permit more than one loan at a time on any Contract
except where state regulators require otherwise. In addition, the Code
provides that the total amount of loans under all your retirement plans may
not at any one time exceed $50,000 less the highest outstanding loan balance
in the preceding 12 months, subject, however, to a smaller maximum if
applicable, of the greater of (1) $10,000, or (2) 50% of the value of your
nonforfeitable, accrued benefits. Loans must be repaid within 5 years except
for certain loans used for the purchase of a principal residence, which must
be repaid within 20 years. Repayment of the principal amount and interest on
the loan will be required in equal monthly installments by means of repayment
procedures established by the Company. Contract loans are subject to
applicable retirement program laws and their taxation is determined under the
Code. Under current practice, if a Contract loan installment repayment is not
made, the Company (unless restricted by law) may make a full or partial
surrender of the Contract in the amount of the unpaid installment repayment on
the Contract loan or, if there is a default on the Contract loan, in an amount
equal to the outstanding loan balance (plus any applicable Contingent Deferred
Sales Charge and $30 Administration Contract Charge in each case). (A default
on the loan is defined in the loan application and includes among other
things, nonpayment of three consecutive or a total of five installment
repayments, or surrender of the Contract.) An installment repayment of less
than the amount billed will not be accepted. A full or partial surrender of
the Contract to repay all or part of the loan may result in serious adverse
tax consequences for the plan participant (including penalty taxes) and may
adversely affect the qualification of the plan or Contract. The trustee of a
Qualified Plan or a TSA Plan subject to ERISA will be responsible for
reporting to the IRS and advising the participant of any tax consequences
resulting from the reduction in the Contract Value caused by the surrender and
for determining whether the surrender adversely affects the qualification of
the plan. In the case of a TSA Plan not subject to ERISA, the Company will
report the surrender to the IRS as a taxable distribution under the Contract.
The Internal Revenue Service issued proposed regulations in December of
1995, which, if finalized in their present form, would require that if the
repayment terms of a loan are not satisfied after the loan has been made due
to a failure to make a loan repayment as scheduled, including any applicable
grace period, the balance of the loan would be deemed to be distributed. If
the loan is treated as a distribution under Code Section 72(p), the proposed
regulations state that the amount so distributed is to be treated as a taxable
distribution subject to the normal rules of Code Section 72, if the
participant's interest in the plan includes after-tax contributions (or other
tax basis). A deemed distribution would also be a distribution for purposes of
the 10 percent tax in Code Section 72(t) and the excise tax on excess
distributions under Section 4980A.
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However, a deemed distribution under Section 72(p) would not be treated as an
actual distribution for purposes of Code Section 401, the rollover and income
averaging provisions of Section 402 and the distribution restrictions of
Section 403(b).
Partial surrenders will be restricted by the existence of a loan and, after
any partial surrender, the remaining unloaned Contract Value must be at least
10% of the total Contract Value after the partial surrender or $500, whichever
is greater (unless the Company consents to a lesser amount). If a partial
surrender by the Company to enforce the loan repayment schedule would reduce
the unloaned Contract Value below this amount, the Company reserves the right
to surrender the entire Contract and apply the Contract Value to the
Contingent Deferred Sales Charge, the $30 Administration Contract Charge and
the amount owed to the Company under the loan. If at any time an excess
Contract loan exists (that is, the Contract loan balance exceeds the Contract
Value), the Company has the right to terminate the Contract.
Unless you request otherwise, Contract loans will reduce the amount of the
Contract Value in the sub-accounts (and, if available under your Contract, in
the Fixed Account) in proportion to the Contract Value then in each sub-
account (and in the Fixed Account). If any portion of the Contract loan was
attributable to Contract Value in the Fixed Account, then an equal portion of
each loan repayment will have to be allocated to the Fixed Account. (For
example, if 50% of the loan was attributable to your Fixed Account Contract
Value, then 50% of each loan repayment will be allocated to the Fixed
Account). Unless you request otherwise, a repayment will be allocated to the
sub-accounts in the same proportions to which the loan was attributable to the
sub-accounts. (Under certain loans made prior to the date of this prospectus,
repayments will be allocated, unless you request otherwise, according to the
allocation instructions in effect for purchase payments under your Contract,
pursuant to the terms of the applicable Contract loan endorsement.)
The amount of the death proceeds, the amount payable upon surrender of the
Contract and the amount applied on the Maturity Date to provide annuity
payments will be reduced by the amount of any outstanding Contract loan plus
accrued interest. In these circumstances, the amount of the outstanding
Contract loan plus accrued interest generally will be taxed as a taxable
distribution.
The tax and ERISA rules relating to participant loans under tax benefited
retirement plans are complex and in some cases unclear, and they may vary
depending on the individual circumstances of each loan. The Company strongly
recommends that you, your employer and your plan fiduciary consult a qualified
tax adviser regarding the currently applicable tax and ERISA rules before
taking any action with respect to loans.
The Company will provide further information regarding loans upon request.
DISABILITY BENEFIT RIDER
A disability benefit rider may be purchased, provided that the Annuitant
satisfies any applicable underwriting standards. This feature is available
only if you are under age 60 when your contract is issued and if you plan to
make regular annual contributions to the Contract. If the Annuitant becomes
totally disabled, the rider provides that the Company will make monthly
purchase payments under the Contract, subject to the terms and conditions of
the rider.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the payment of any
amounts due under the Contract or transfers of Contract Values between sub-
accounts when permitted under applicable Federal laws, rules and regulations.
Current Federal law permits such suspension or postponement if: (a) the New
York Stock Exchange is closed (other than for customary weekend and holiday
closings); (b) trading on the Exchange is restricted; (c) an emergency exists
such that it is not reasonably practicable to dispose of securities held in
the Variable Account or to determine the value of its assets; or (d) the
Securities and Exchange Commission by order so permits for the protection of
securities holders. Conditions described in (b) and (c) will be decided by or
in accordance with rules of the Securities and Exchange Commission.
OWNERSHIP RIGHTS
During the Annuitant's lifetime, all rights under the Contract are vested
solely in the Contract Owner unless otherwise provided. Such rights include
the right to change the Beneficiary, to change the payment option, to assign
the Contract (subject to the restrictions referred to below), and to exercise
all other rights, benefits, options and privileges conferred by the Contract
or allowed by the Company. Transfer of ownership of the Contract under an
ERISA "Pension Plan" to a non-spousal beneficiary may require spousal consent.
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Qualified Plans and certain TSA Plans with sufficient employer involvement
are deemed to be "Pension Plans" under ERISA and are, therefore, subject to
rules under the Retirement Equity Act of 1984. These rules require that
benefits from annuity contracts purchased by a Pension Plan and distributed to
or owned by a participant be provided in accordance with certain spousal
consent, present value and other requirements which are not enumerated in the
Contract. Thus, the tax consequences of the purchase of the Contracts by
Pension Plans should be considered carefully.
Those Contracts offered by the prospectus which are designed to qualify for
the favorable tax treatment described below under "Federal Income Tax Status"
contain restrictions on transfer or assignment, reflecting requirements of the
Code which must be satisfied in order to assure continued eligibility for such
tax treatment. In accordance with such requirements, ownership of such a
Contract may not be changed and the Contract may not be sold, assigned or
pledged as collateral for a loan or for any other purpose except under certain
limited circumstances. A Contract Owner contemplating a sale, assignment or
pledge of the Contract should carefully review its provisions and consult a
qualified tax adviser.
If Contracts offered by this prospectus are used in connection with deferred
compensation plans or retirement plans not qualifying for favorable Federal
tax treatment, such plans may also restrict the exercise of rights by the
Contract Owner. A Contract Owner should review the provisions of any such
plan.
REQUESTS AND ELECTIONS
Requests for transfers or reallocation of future purchase payments may be
made by telephone or written request (which may be telecopied) to the Company
at its Home Office or by telephoning the Company. Written requests for such
transfers or changes of allocation must be in a form acceptable to the
Company. To request a transfer or change of allocation by telephone, please
contact your registered representative, or contact the Company at 1-800-777-
5897 between the hours of 9:00 a.m. and 4:00 p.m., Eastern Time. Requests for
transfer or reallocation by telephone will be automatically permitted. The
Company will use reasonable procedures such as requiring certain identifying
information from the caller, tape recording the telephone instructions, and
providing written confirmation of the transaction, in order to confirm that
instructions communicated by telephone are genuine. Any telephone instructions
reasonably believed by the Company to be genuine will be your responsibility,
including losses arising from any errors in the communication of instructions.
As a result of this policy, you will bear the risk of loss. If the Company
does not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, it may be liable for any losses due to
unauthorized or fraudulent transactions. All other requests and elections
under a Contract must be in writing signed by the proper party, must include
any necessary documentation and must be received at the Company's Home Office
to be effective. If acceptable to the Company, requests or elections relating
to Beneficiaries and ownership will take effect as of the date signed unless
the Company has already acted in reliance on the prior status. The Company is
not responsible for the validity of any written request or election.
TEN DAY RIGHT TO REVIEW
Within 10 days (or more where required by applicable state insurance law) of
your receipt of an issued Contract you may return it to the Company or its
agent for cancellation. Upon cancellation of the Contract, the Company will
refund all your purchase payments. If required by the insurance law or
regulations of the state in which your Contract is issued, however, the
Company will return to you an amount equal to the sum of (1) any difference
between the purchase payments made and the amounts allocated to the Variable
Account and (2) the Contract Value.
ADMINISTRATION CHARGES, CONTINGENT DEFERRED SALES CHARGE AND OTHER DEDUCTIONS
ADMINISTRATION CHARGES
The Company is responsible for administering the Contracts and the Variable
Account. The Company's administrative services include issuing Contracts,
maintaining Contract Owner records and accounting, valuation, regulatory and
reporting services. To cover the cost of these services, the Company receives
two Administration Charges equal, on an annual basis, to $30 per Contract plus
.40% of the daily net assets of each sub-account. The Administration Charges
will be deducted from each sub-account in the ratio of your interest therein
to your total Contract Value. In addition, the Company charges a transfer fee
for certain transfers of Contract Value between accounts, as described below.
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The annual $30 Administration Contract Charge is deducted from the Contract
Value on each Contract anniversary for the prior Contract Year and will be
deducted on a pro rata basis at annuitization or at the time of a full
surrender if the annuitization or surrender occurs on a date other than a
Contract anniversary. In those instances in which two Contracts are issued to
permit the funding of a spousal IRA, the Administration Contract Charge will
be imposed only on the Contract to which the larger purchase payments have
been allocated in the Contract application.
The Administration Asset Charge is equal to an annual rate of .40% of net
assets and is computed and deducted on a daily basis from each sub-account. As
a percentage of net assets, this charge will not increase over the life of a
Contract, but the total dollar amount of the charge will vary depending on the
level of net assets. The Administration Asset Charge will continue to be
assessed after annuitization if annuity payments are made on a variable basis.
There is not necessarily a relationship between the amount of this charge
imposed on a given Contract and the amount of expenses that may be
attributable to that Contract. (See "Annuity Payments.")
Prior to annuitization, the Company also imposes a transfer fee of $10 for
each transfer of Contract Value in excess of 12 per Contract Year. The Company
reserves the right to impose a transfer fee of $10 on each transfer in excess
of 4 per Contract Year and to limit the number of transfers.
The Company does not expect the Administration Charges and transfer fee to
exceed the actual costs (including overhead costs) of administering the
Contracts. The Company periodically will monitor the Administration Charges
and transfer fee to determine whether they exceed the actual cost of providing
administrative services for the Contracts.
MORTALITY AND EXPENSE RISK CHARGE
The Company deducts a Mortality and Expense Risk Charge from the Variable
Account as compensation for assuming the mortality and expense risks under the
Contract. By assuming the expense risk under the Contract, the Company
guarantees that the dollar amount of the Administration Contract Charge and
the amount of the Administration Asset Charge as a percentage of Contract
Value will not increase over the life of a Contract, regardless of the actual
expenses. By assuming the mortality risk, the Company guarantees that,
although annuity payments will vary according to the performance of the
investments you select, annuity payments will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the general
population. The Company assumes this mortality risk by virtue of annuity rates
in the Contract that cannot be changed. The Company also assumes the risk of
making a minimum death benefit payment if the Annuitant dies prior to
annuitization. (See "Payment on Death Prior to Annuitization.")
The Mortality and Expense Risk Charge is computed and deducted on a daily
basis from the assets in each sub-account, attributable to the Contracts. The
charge is at an annual rate of .95% of the daily net assets of each such sub-
account, of which .60% represents a mortality risk charge and .35% represents
an expense risk charge. The Mortality and Expense Risk Charge as a percentage
of Contract Value will not increase over the life of a Contract. The Mortality
and Expense Risk Charge will continue to be assessed after annuitization if
annuity payments are made on a variable basis. (See "Annuity Payments.")
CONTINGENT DEFERRED SALES CHARGE
The Company does not make any deductions for sales expenses from purchase
payments at the time of purchase. The Contingent Deferred Sales Charge, when
applicable, is intended to assist the Company in covering its expenses
relating to the sale of the Contracts, including commissions, preparation of
sales literature and other promotional activity. The Contingent Deferred Sales
Charge may not cover the full amount of the sales expenses over the lives of
the Contracts. To the extent such expenses are not covered by the Contingent
Deferred Sales Charge, they will be recovered from the Company's general
account, including any income derived from the Mortality and Expense Risk
Charge.
No Contingent Deferred Sales Charge will apply after a Contract reaches its
Maturity Date. You select a Maturity Date when applying for your Contract. The
Maturity Date selected must be at least 10 years after issue of the Contract.
Under current rules, the Company may consent to issue a Contract with a
Maturity Date less than 10 years after issue, provided that the Contract Owner
is an employer-sponsored pension plan through which Contracts were purchased
prior to May 1, 1994. (See "Election of Annuity" for more information.) A
Contingent Deferred Sales Charge will be imposed in the event of certain
partial and full surrenders and applications of proceeds to certain payment
options prior to the Maturity Date. Up to
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10% of the Contract Value on the date of surrender may be surrendered without
charge in any one Contract Year. If there is more than one partial surrender
in a Contract Year, the amount that may be surrendered without charge is 10%
of the Contract Value on the date of the first partial surrender during such
year. No charge will be imposed for payments made upon death or application of
proceeds to variable life income payment options (payment options 2, 3, or 6
as described under "Annuity Options" below) prior to the Maturity Date. If the
Contract has been in force for five years, no charge will be applied upon the
election of a fixed life income payment option (comparable to payment options
2, 3 or 6 as described under "Annuity Options" below but on a fixed basis).
The Contingent Deferred Sales Charge will be applied upon the election of
other forms of payment prior to the Maturity Date. Any such election will be
treated as a full surrender for purposes of calculating the applicable
Contingent Deferred Sales Charge. The Contingent Deferred Sales Charge applied
will equal the following amounts if the transaction occurs in the years
indicated:
PERCENTAGE OF CONTRACT VALUE WITHDRAWN
(AFTER FREE WITHDRAWAL OF 10% OF THE CONTRACT VALUE)
<TABLE>
<CAPTION>
CONTRACT YEAR
--------------------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11 AND AFTER
- - - - - - - - - -- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.5% 6.0% 5.5% 5.0% 4.5% 4.0% 3.5% 3.0% 2.0% 1.0% 0%
</TABLE>
In cases where the Company has consented to issue a Contract with less than
10 years to the Maturity Date, the Contingent Deferred Sales Charge will be
calculated as though the year of the Maturity Date is the tenth Contract Year
(and the preceding Contract Year is the ninth year, and so forth) resulting in
a lower percentage charge for each Contract Year shown in the table above.
In no event will the total Contingent Deferred Sales Charge exceed 8% of the
first $50,000 of purchase payments made under the Contract and 6.5% of the
amount of purchase payments in excess of $50,000. (For persons who purchased a
Contract prior to May 1, 1994 and who were age 50 or above at issue, a
different Contingent Deferred Sales Charge scale may apply. The applicable
scale is indicated on the schedule page of the Contract.)
The following example illustrates the circumstances under which the maximum
sales load would apply. It is hypothetical only and is not intended to suggest
that these performance results would necessarily be achieved. For historical
performance results see the tables starting on page II-4 of the Statement of
Additional Information.
EXAMPLE: Assume that you purchased a Contract with a $10,000 single purchase
payment and that you surrendered the Contract during the second
Contract Year when the Contract Value had grown to $15,000.
Using the Contingent Deferred Sales Charge schedule in the chart
above, the Contingent Deferred Sales Charge would be: 6% X (90% of
$15,000), or $810. However, because this is larger than the maximum
allowable charge (8% of the $10,000 purchase payment), your actual
Contingent Deferred Sales Charge would be only $800.
In the event that tax law requires you to take distributions of Contract
Value prior to the Maturity Date, they may be subject to the Contingent
Deferred Sales Charge to the extent they exceed 10% of the Contract Value in a
Contract Year, as described above. (See "Federal Income Tax Status--Taxation
of the Contracts.")
In the case of a partial surrender, the Contingent Deferred Sales Charge is
deducted from the Contract Value remaining after the Contract Owner has
received the amount requested and is a percentage of the total amount
withdrawn. For example, if you requested a partial surrender of $100 (after
previously surrendering 10% of the Contract Value free of charge in that
Contract Year) and the applicable Contingent Deferred Sales Charge was 5%, the
total amount of Contract Value withdrawn in that transaction would be $105.26.
After giving effect to a partial surrender, including deduction of the
Contingent Deferred Sales Charge, the remaining Contract Value must be at
least $500 (unless the Company consents to a lesser amount) or, if the
Contract is subject to an outstanding loan, the remaining unloaned Contract
Value must be at least 10% of the total Contract Value after the partial
surrender or $500, whichever is greater (unless the Company consents to a
lesser amount). If the requested partial surrender would not satisfy this
requirement, at the Contract Owner's option either the amount of the partial
surrender will be reduced or the transaction will be treated as a full
surrender and the Contingent Deferred Sales Charge deducted from the proceeds.
The Contingent Deferred Sales Charge is deducted from the sub-accounts in the
same proportion as the Contract Value that you requested to be surrendered.
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The Contingent Deferred Sales Charge will be waived in connection with an
exchange by a Contract Owner of one Zenith Accumulator Contract for another
Zenith Accumulator Contract.
PREMIUM TAX CHARGES
Various states impose a premium tax on annuity purchase payments received by
insurance companies. The Company may deduct these taxes from purchase payments
and currently does so for Contracts subject to the insurance tax law of
Kentucky and South Dakota. Certain states may require the Company to pay the
premium tax at annuitization rather than when purchase payments are received.
In those states the Company may deduct the premium tax, calculated as a
percentage of Contract Value, on the date when annuity payments are to begin.
Currently, the Company follows this procedure for Contracts subject to the
insurance tax law of North Carolina. The maximum premium tax currently
deducted by the Company is 2%. The Company may in the future deduct premium
taxes under Contracts subject to the insurance tax laws of other states, or
the applicable premium tax rates may change.
Surrender of a Contract may result in a credit against the premium tax
liability of the Company in certain States. In such event, the surrender
proceeds will be increased by the amount of such tax credit.
Premium tax rates are subject to being changed by law, administrative
interpretations or court decisions. Premium tax amounts will depend on, among
other things, the state of residence of the Annuitant and the insurance tax
law of the state.
OTHER EXPENSES
A deduction for an investment advisory fee is made from, and certain other
expenses are paid out of, the assets of each Eligible Fund. (See "Expense
Table".) The prospectuses and Statements of Additional Information of the
Eligible Funds describe these deductions and expenses.
CHARGES UNDER CONTRACTS PURCHASED BY EXCHANGING A FUND I OR PREFERENCE
CONTRACT
If a Contract is purchased by exchanging a variable annuity contract issued
by New England Variable Annuity Fund I (a "Fund I contract") or a variable
annuity contract issued by New England Retirement Investment Account (a
"Preference contract"), the sales charges will be calculated as described
below. There will be no Contingent Deferred Sales Charge on the transfer of
assets from a Fund I or Preference contract to a Zenith Accumulator Contract.
A Contract issued in exchange for a Fund I contract will have no Contingent
Deferred Sales Charge. No further purchase payments will be permitted to be
made under a Contract purchased by exchanging a Fund I contract. If you
purchase a Contract by exchanging a Fund I contract and you also hold or
acquire another Zenith Accumulator Contract, the $30 Administration Contract
Charge will only be imposed on one of the Contracts. Total asset-based charges
(including the investment advisory fee) under Fund I contracts currently equal
approximately 1.35%.
A Contract issued in exchange for a Preference contract will be subject to a
Contingent Deferred Sales Charge calculated as if you had purchased the
Contract on the date you purchased the Preference contract. Your Contract will
have the same Maturity Date as the Preference contract you exchanged, unless
you request a later date. Because the Contingent Deferred Sales Charge for a
Contract is determined differently than the contingent deferred sales charge
for a Preference contract, you may be subject to a higher Contingent Deferred
Sales Charge under a Contract than under a Preference contract. The contingent
deferred sales charge for a Preference contract is 5% of the lesser of (a) the
total purchase payments made within six years prior to the date of surrender
(less any purchase payments that already incurred the charge) and (b) the
amount of contract value surrendered (no charge will apply in any year when
surrenders total less than 10% of purchase payments). Beginning in the seventh
contract year, there is no contingent deferred sales charge under a Preference
contract. Preference contracts have asset-based charges of 1.25% for mortality
and expense risks, but do not have an asset-based administration charge.
Preference contracts impose a $30 annual administration charge.
If you are contemplating an exchange of a Fund I or Preference contract for
a Zenith Accumulator Contract, you should compare the charges deducted under
your existing contract and under the Zenith Accumulator Contract for mortality
and expense risk, administrative charges, investment advisory fees and, in the
case of a Preference contract exchange, the contingent deferred sales charges.
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<PAGE>
ANNUITY PAYMENTS
ELECTION OF ANNUITY
When applying for a Contract, you select the Maturity Date and an annuity
payment option. The Maturity Date selected must be at least 10 years after
issue of the Contract. Under current rules, the Company may consent to issue a
Contract with a Maturity Date less than 10 years after issue, provided that
the Contract Owner is an employer-sponsored pension plan through which
Contracts were purchased prior to May 1, 1994. Such Contracts are only
available, however, to Annuitants who are age 50 or over at the time of issue.
In addition, the applications for such Contracts must satisfy the Company's
suitability guidelines and, in the case of Annuitants between the ages of 50
and 58 1/2 at the time of issue, the Maturity Date must be no earlier than the
date at which the Annuitant would reach age 59 1/2. Once a Maturity Date is
selected, you cannot change it to an earlier date. However, you may surrender
the Contract at any time before the Maturity Date and apply the surrender
proceeds to an annuity payment option. At any time before the Maturity Date,
you may elect to defer the Maturity Date, but you must obtain Company consent
to defer if on the later Maturity Date the age of the Annuitant at his or her
nearest birthday would be more than seventy-five. You may change the annuity
payment option at any time prior to the Maturity Date. You may elect to have
annuity payments under a Contract made on a variable basis or on a fixed
basis, or you may designate a portion to be paid on a variable basis and a
portion on a fixed basis. If you select payments on a fixed basis, the amount
of Contract Value applied to the fixed payment option (net of any applicable
charges described under "Administration Charges, Contingent Deferred Sales
Charge and Other Deductions") will be transferred to the general account of
the Company, and the annuity payments will be fixed in amount and duration by
the annuity payment option selected, the age of the Payee and, for Contracts
issued in New York or Oregon for use in situations not involving an employer-
sponsored plan, by the sex of the Payee. (See "Amount of Variable Annuity
Payments".)
Contracts acquired by retirement plans qualifying for tax benefited
treatment may be subject to various requirements concerning the time by which
benefit payments must commence, the period over which such payments may be
made, the annuity payment options that may be selected, and the minimum annual
amounts of such payments. Penalty taxes or other adverse tax consequences may
occur upon failure to meet such requirements.
ANNUITY OPTIONS
Prior to annuitization, you may elect, subject to any applicable
restrictions of Federal tax law, to have payments made under any of the
annuity payment options provided in the Contract. Any such election depends
upon written notice to (and, for variable annuity payment options to begin
during the first Contract Year, consent of) the Company. In the event of your
death, without having made an election of an annuity payment option, the
beneficiary can elect any of the available options listed below, subject to
applicable Federal tax law restrictions. Payments will begin on the Maturity
Date, as stated in your application or as subsequently deferred, or, in the
case of a full surrender as otherwise specified. Pursuant to your election,
the Company shall apply all or any part designated by you of the value of your
Contract, less any applicable Contingent Deferred Sales Charge and
Administration Contract Charge, to any one of the annuity payment options
described below.
Prior to annuitization (but only if the Annuitant is living), you may elect
to apply all or any part of the Death Proceeds under any one of the annuity
payment options listed below or in any other manner agreeable to the Company.
The total amount of the Contract Value or Death Proceeds which may be
applied to provide annuity payments will be reduced by the amount of any
outstanding loan plus accrued interest. (See "Loan Provision for Certain Tax
Benefited Retirement Plans.")
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<PAGE>
The Contract provides for the variable annuity payment options listed below.
Due to tax law restrictions, however, only options 1, 2, 3 and 6 are available
on a variable payment basis.
First Option: Variable Income for a Specified Number of Years.* The
Company will make variable monthly payments for the number of years
elected, which may not be more than 30 except with the consent of the
Company.
Second Option: Variable Life Income. The Company will make variable
monthly payments which will continue: while the Payee is living**; while
the Payee is living but for at least ten years; or while the Payee is
living but for at least twenty years. (The latter two alternatives are
referred to as Variable Life Income with Period Certain Option.)
Third Option: Variable Life Income, Installment Refund. The Company will
make variable monthly payments during the life of the Payee but for a
period at least as long as the nearest whole number of months calculated by
dividing the amount applied to this Option by the amount of the first
monthly payment.
Fourth Option: Investment.* The Company will hold the proceeds applied to
this Option as a fixed number of Accumulation Units during the life of the
Payee or some other agreed-upon period and, at the death of the Payee or
the end of the specified period, the value of the Accumulation Units will
be paid in one sum.
Fifth Option: Specified Amount of Income.* The Company will make monthly
payments in the amount elected. Payments will continue until the balance is
fully paid out or until the death of the Payee, at which time any balance
will be paid in one sum.
Sixth Option: Variable Life Income for Two Lives. The Company will make
variable monthly payments which will continue: while either of two Payees
is living (Joint and Survivor Variable Life Income)**; while either of two
Payees is living but for at least 10 years (Joint and Survivor Variable
Life Income, 10 Years Certain); while two Payees are living, and, after the
death of one while the other is still living, two-thirds to the survivor
(Joint and 2/3 to Survivor Variable Life Income).**
- --------
* Application of proceeds under this option upon surrender will result in the
imposition of any applicable charge described under "Contingent Deferred
Sales Charge."
** IT IS POSSIBLE UNDER THIS OPTION TO RECEIVE ONLY ONE VARIABLE ANNUITY
PAYMENT IF THE PAYEE DIES (OR PAYEES DIE) BEFORE THE DUE DATE OF THE SECOND
PAYMENT OR TO RECEIVE ONLY TWO VARIABLE ANNUITY PAYMENTS IF THE PAYEE DIES
(OR PAYEES DIE) BEFORE THE DUE DATE OF THE THIRD PAYMENT, AND SO ON.
Comparable fixed payment options are also available for all of the options
described above except Option 4. In addition, other annuity payment options
(including other periods certain) may be available from time to time, and you
should consult the Company as to their availability. If you do not elect an
annuity payment option by the Maturity Date, variable payments under the
Contract will be made while the Payee is living but for at least ten years.
(This is the Second Option: Variable Life Income with Period Certain.) If
installments under an annuity payment option are less than $20, the Company
can change the payment intervals to 3, 6 or 12 months in order to increase
each payment to at least $20.
The Payee under the first, fourth, or fifth variable payment option may
withdraw the commuted value of the payments certain. The commuted value of
such payments is calculated based on the assumed interest rate under the
Contract. (See "Amount of Variable Annuity Payments.") After the death of the
Payee under the second or third variable payment option or the surviving Payee
under the sixth variable payment option, a Payee named to receive any unpaid
payments certain may withdraw the commuted value of the payments certain. If
the fifth option is elected as a fixed payment option, the Payee can be given
the right to withdraw all or part of the amounts remaining under the payment
option.
The availability of certain annuity payment options may be restricted on
account of Company policy and Federal tax law, which among other things, may
restrict payment to the life expectancy of the payee.
The Company continues to assess the Mortality and Expense Risk Charge after
the Maturity Date if annuity payments are made under any variable annuity
payment option, including an option not involving a life contingency and under
which the Company bears no mortality risk.
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AMOUNT OF VARIABLE ANNUITY PAYMENTS
At the Maturity Date (or any other application of proceeds to a payment
option), the Contract Value (reduced by any applicable charges and by any
outstanding loan plus accrued interest) is applied toward the purchase of
monthly annuity payments. The amount of monthly variable payments will be
determined on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
Payee's age, (ii) the assumed interest rate selected, (iii) the type of
payment option selected, and (iv) the investment performance of the Eligible
Funds selected. (The Fixed Account is not available under variable payment
options.)
The annuity purchase rates are used to calculate the basic payment level
purchased by the Contract Value. These rates vary according to the age of the
Payee. The higher the Payee's age at annuitization, the greater the basic
payment level under options involving life contingencies, because the Payee's
life expectancy and thus the period of anticipated income payments will be
shorter. With respect to Contracts issued in New York or Oregon for use in
situations not involving an employer-sponsored plan, purchase rates used to
calculate the basic payment level will also reflect the sex of the Payee. Under
such Contracts, a given Contract Value will produce a higher basic payment
level for a male Payee than for a female Payee, reflecting the greater life
expectancy of the female Payee. If the Contract Owner has selected an annuity
payment option that provides for a refund at death of the Payee or that
guarantees that payments will be made for the balance of a period of a certain
number of years after the death of the Payee, the Contract Value will purchase
lower monthly benefits.
The dollar amount of the initial variable annuity payment will be at the
basic payment level. The assumed interest rate under the Contract will affect
both this basic payment level and the amount by which subsequent payments
increase or decrease. Each payment after the first will vary with the
difference between the net investment performance of the sub-accounts selected
and the assumed interest rate under the Contract. If the actual net investment
rate exceeds the assumed interest rate, the dollar amount of the annuity
payments will increase. Conversely, if the actual rate is less than the
assumed interest rate, the dollar amount of the annuity payments will
decrease. If actual investment performance is equal to the assumed interest
rate, the monthly payments will remain level.
Unless otherwise provided, the assumed interest rate will be at an annual
rate of 3.5%. You may select as an alternative an annual assumed interest rate
of 0% or, if allowed by applicable law or regulation, 5%. A higher assumed
interest rate will produce a higher first payment, a more slowly rising series
of subsequent payments when the actual net investment performance exceeds the
assumed interest rate, and a more rapid drop in subsequent payments when the
actual net investment performance is less than the assumed interest rate.
You may, even after variable annuity payments have commenced, direct that
all or a portion of your investment in one sub-account be transferred to
another sub-account of the Variable Account in the manner provided under
"Transfer Privilege".
MINIMUM ANNUITY PAYMENTS
Annuity payments will be made monthly. But if any payment would be less than
$20, the Company may change the frequency so that payments are at least $20
each.
PROOF OF AGE, SEX AND SURVIVAL
The Company may require proof of age, sex (if applicable) and survival of
any person upon the continuation of whose life annuity payments depend.
The foregoing descriptions are qualified in their entirety by reference to
the Statement of Additional Information and to the Contract, which contains
detailed information about the various forms of annuity payment options
available, and other matters also of importance.
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS
The Federal tax laws provide for a variety of retirement plans offering tax
benefits. These plans, which may be funded through the purchase of the
individual variable annuity contracts offered in this prospectus, include:
1. Plans qualified under Section 401(a), 401(k) or 403(a) of the Code
("Qualified Plans") (At this time, the Contracts are only available on a
limited basis to plans qualified under Section 401(k). Contracts are not
being offered to 401(k) plans unless such plans already own Contracts on
participants.);
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2. Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations pursuant to Section 403(b) of the Code ("TSA
Plans") which are funded solely by salary reduction contributions and which
are not otherwise subject to ERISA (The Contracts are no longer being
offered through TSA Plans that are subject to ERISA.);
3. Individual retirement accounts adopted by or on behalf of individuals
pursuant to Section 408(a) of the Code and individual retirement annuities
purchased pursuant to Section 408(b) of the Code (both of which may be
referred to as "IRAs"), including simplified employee pension plans and
salary reduction simplified employee pension plans, which are specialized
IRAs that meet the requirements of Section 408(k) of the Code ("SEPs" and
"SARSEPs");
4. Eligible deferred compensation plans (within the meaning of Section
457 of the Code) for employees of state and local governments and tax-
exempt organizations ("Section 457 Plans"); and
5. Governmental plans (within the meaning of Section 414(d) of the Code)
for governmental employees, including Federal employees ("Governmental
Plans").
An investor should consult a qualified tax or other adviser as to the
suitability of a Contract as a funding vehicle for retirement plans qualifying
for tax benefited treatment, as to the rules underlying such plans and as to
the state and Federal tax aspects of such plans. At this time, the Contracts
are not being offered to plans qualified under Section 401(k) of the Code
unless such plans already own Contracts on participants, and are no longer
being offered through TSA Plans that are subject to ERISA. The Company will
not provide all the administrative support appropriate for 401(k) plans or TSA
Plans subject to ERISA. Accordingly, the Contract should NOT be purchased for
use with such plans.
A summary of the Federal tax laws regarding contributions to, and
distributions from, the above tax benefited retirement plans may be found
below under the heading "Special Rules for Annuities Purchased for Annuitants
Under Retirement Plans Qualifying for Tax Benefited Treatment." It should be
understood that should a tax benefited retirement plan lose its qualification
for tax-exempt status, employees will lose some of the tax benefits described
herein.
In the case of certain TSA Plans under Section 403(b)(1) of the Code and
IRAs purchased under Section 408(b) of the Code, the individual variable
annuity contracts offered in this prospectus comprise the retirement "plan"
itself. These Contracts will be endorsed, if necessary, to comply with Federal
and state legislation governing such plans, and such endorsements may alter
certain Contract provisions described in this prospectus. Refer to the
Contracts and any endorsements for more complete information.
FEDERAL INCOME TAX STATUS
The following discussion is intended as a general description of the Federal
income tax aspects of the Contracts. It is not intended as tax advice. For
more complete information, you should consult a qualified tax adviser.
TAX STATUS OF THE COMPANY AND THE VARIABLE ACCOUNT
The Company is taxed as a life insurance company under the Code. The
Variable Account and its operations are part of the Company's total operations
and are not taxed separately. Under current law no taxes are payable by the
Company on the investment income and capital gains of the Variable Account.
Such income and gains will be retained in the Variable Account and will not be
taxable until received by the Annuitant or the Beneficiary in the form of
annuity payments or other distributions.
The Contracts provide that the Company may make a charge against the assets
of the Variable Account as a reserve for taxes which may relate to the
operations of the Variable Account.
TAXATION OF THE CONTRACTS
The variable annuity contracts described in this prospectus are considered
annuity contracts the taxation of which is governed by the provisions of
Section 72 of the Code. As a general proposition, Section 72 provides that
Contract Owners are not subject to current taxation on increases in the value
of the Contracts resulting from earnings or gains on the underlying mutual
fund shares until they are received by the Annuitant or Beneficiary in the
form of annuity payments. (Exceptions to this rule are discussed below under
"Special Rules for Annuities Used by Individuals or with Plans and Trusts Not
Qualifying Under the Code for Tax Benefited Treatment.")
Under the general rule of Section 72, to the extent there is an "investment"
in the Contract, a portion of each annuity payment is excluded from gross
income as a return of such investment. The balance of each annuity payment is
includible in gross income and taxable as ordinary income. In general,
earnings on all contributions to the Contract and contributions made to a
Contract which are deductible by the contributor will not constitute an
"investment" in the Contract under Section 72.
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(A) SPECIAL RULES FOR ANNUITIES PURCHASED FOR ANNUITANTS UNDER RETIREMENT
PLANS QUALIFYING FOR TAX BENEFITED TREATMENT
Set forth below is a summary of the Federal tax laws applicable to
contributions to, and distributions from, retirement plans that qualify for
Federal tax benefits. Such plans are defined above under the heading
"Retirement Plans Offering Federal Tax Benefits." You should understand that
the following summary does not include everything you need to know regarding
such tax laws.
The Code provisions and the rules and regulations thereunder regarding
retirement trusts and plans, the documents which must be prepared and executed
and the requirements which must be met to obtain favorable tax treatment for
them are very complex. Some retirement plans are subject to distribution and
other requirements that are not incorporated into our Contract administration
procedures. Owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contracts comply with applicable law. A person contemplating
the purchase of a Contract for use with a retirement plan qualifying for tax
benefited treatment under the Code should consult a qualified tax adviser as
to all applicable Federal and state tax aspects of the Contracts and, if
applicable, as to the suitability of the Contracts as investments under ERISA.
(I) PLAN CONTRIBUTION LIMITATIONS
QUALIFIED PLANS, SEPS, SARSEPS AND GOVERNMENTAL PLANS
Statutory limitations on contributions to Qualified Plans, SEPs, SARSEPs and
Governmental Plans may limit the amount of money that may be contributed to
the Contract in any Contract Year. Any purchase payments attributable to such
contributions are tax deductible to the employer and are not currently taxable
to the Annuitants for whom the Contracts are purchased. The contributions to
the Contract and any increase in Contract Value attributable to such
contributions are not subject to taxation until payments from the Contract are
made to the Annuitant or his/her Beneficiaries.
TSA PLANS
Purchase payments attributable to TSA Plans are not includible within the
Annuitant's income to the extent such purchase payments do not exceed certain
statutory limitations, including the "exclusion allowance." The exclusion
allowance is a calculation which takes into consideration the Annuitant's
includible compensation, number of years of service, and prior years of
contributions. For more information, the Annuitant should obtain a copy of IRS
Publication 571 on TSA Programs for Employees of Public Schools and Certain
Tax Exempt Organizations which will better assist the Annuitant in calculating
the exclusion allowance and other limitations to which he or she may be
subject for any given tax year. Any purchase payments attributable to
permissible contributions under Code Section 403(b) (and earnings thereon) are
not taxable to the Annuitant until amounts are distributed from the Contract.
However, these payments may be subject to FICA (Social Security) taxes.
IRAS, SEPS, SARSEPS
The maximum tax deductible purchase payment which may be contributed each
year to an IRA is the lesser of $2,000 or 100 percent of includible
compensation if the taxpayer is not covered under an employer plan. A spousal
IRA is available if the taxpayer and spouse file a joint return and the spouse
earns no compensation (or elects to be treated as earning no compensation) and
is not yet age 70 1/2. The maximum tax deductible purchase payment which a
taxpayer may make to his or her own IRA and a spousal IRA, combined, is the
lesser of $2,250 or 100 percent of compensation of the working spouse. If
covered under an employer plan, taxpayers are permitted to make deductible
purchase payments; however, the deductions are phased out and eventually
eliminated, on a pro rata basis, for adjusted gross income between $25,000 and
$35,000 for an individual, between $40,000 and $50,000 for a married couple
filing jointly and between $0 and $10,000 for a married person filing
separately. A taxpayer may also make nondeductible purchase payments. However,
the total of deductible and nondeductible purchase payments may not exceed the
limits described above for deductible payments. An IRA is also the vehicle
that receives contributions to SEPs and SARSEPs. Maximum contributions
(including elective deferrals) to SEPs and SARSEPs are currently limited to
the lesser of 15% of compensation (generally up to $150,000 for 1996) or
$30,000. For more information concerning the contributions to IRAs, SEPs and
SARSEPs, you should obtain a copy of IRS Publication 590 on Individual
Retirement Accounts. In addition to the above, an individual may make a
"rollover" contribution into an IRA with the proceeds of certain distributions
(as defined in the Code) from a Qualified Plan.
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SECTION 457 PLANS
Generally, under a Section 457 Plan, an employee or executive may defer
income under a written agreement in an amount equal to the lesser of 33 1/3%
of includible compensation or $7,500. The amounts so deferred (including
earnings thereon) by an employee or executive electing to contribute to a
Section 457 Plan are includible in gross income only in the tax year in which
such amounts are paid or made available to that employee or executive or
his/her Beneficiary. Once contributed to the plan, any Contracts purchased
with employee contributions remain the sole property of the employer and may
be subject to the general creditors of the employer. The employer retains all
ownership rights to the Contract including voting and redemption rights which
may accrue to the Contract(s) issued under the plan.
(II) DISTRIBUTIONS FROM THE CONTRACT
MANDATORY WITHHOLDING ON CERTAIN DISTRIBUTIONS
After January 1, 1993, many distributions called "eligible rollover
distributions" from Qualified Plans and from many TSA Plans will be subject to
automatic withholding by the plan or payor at the rate of 20%. Withholding can
be avoided by arranging a direct transfer of the eligible rollover
distribution to a Qualified Plan, TSA or IRA.
QUALIFIED PLANS, TSA PLANS, IRAS, SEPS, SARSEPS AND GOVERNMENTAL PLANS
Payments made from the Contracts held under a Qualified Plan, TSA Plan, IRA,
SEP, SARSEP or Governmental Plan are taxable under Section 72 of the Code as
ordinary income, in the year of receipt. Any amount received in surrender of
all or part of the Contract Value prior to annuitization will, subject to
restrictions and penalties discussed below, also be included in income in the
year of receipt. If there is any "investment" in the Contract, a portion of
each amount received is excluded from gross income as a return of such
investment. Distributions or withdrawals prior to age 59 1/2 may be subject to
a penalty tax of 10% of the amount includible in income. This penalty tax does
not apply: (i) to distributions of excess contributions or deferrals; (ii) to
distributions made on account of the Annuitant's death, retirement, disability
or early retirement at or after age 55; (iii) when distribution from the
Contract is in the form of an annuity over the life or life expectancy of the
Annuitant (or joint lives or life expectancies of the Annuitant and his or her
Beneficiary); or (iv) when distribution is made pursuant to a qualified
domestic relations order. In the case of IRAs, SEPs and SARSEPs, the
exceptions for distributions on account of early retirement at or after age 55
or made pursuant to a qualified domestic relations order do not apply. A tax-
free rollover may be made once each year among individual retirement
arrangements subject to the conditions and limitations described in the Code.
If the Annuitant dies before distributions begin, distributions must be
completed within five years after death, unless payments begin within one year
after death and are made over the life (or life expectancy) of the
Beneficiary. If the Annuitant's spouse is the Beneficiary, distributions need
not begin until the Annuitant would have reached age 70 1/2. If the Annuitant
dies after annuity payments have begun, payments must continue to be made at
least as rapidly as payments made before death.
With respect to TSA Plans, elective contributions to the Contract made after
December 31, 1988 and any increases in Contract Value after that date may not
be distributed prior to attaining age 59 1/2, termination of employment, death
or disability. Contributions (but not earnings) made after December 31, 1988
may also be distributed by reason of financial hardship. These restrictions on
withdrawal will not apply to the Contract Value as of December 31, 1988. These
restrictions are not expected to change the circumstances under which
transfers to other investments which qualify for tax free treatment under
Section 403(b) of the Code may be made.
Annuity payments, periodic payments or annual distributions must commence by
April 1 of the calendar year following the year in which the Annuitant attains
age 70 1/2. In the case of a Governmental Plan, these distributions must begin
by the later of the date determined by the preceding sentence or April 1 of
the calendar year following the year in which the Annuitant retires. Each
annual distribution must equal or exceed a "minimum distribution amount" which
is determined by minimum distribution rules under the plan. A penalty tax of
up to 50% of the amount which should be distributed may be imposed by the IRS
for failure to distribute the required minimum distribution amount. Other tax
penalties may apply to aggregate annual distributions in excess of $150,000.
Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under the Contracts or under the terms of
the Qualified Plans in respect of which the Contracts are issued.
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SECTION 457 PLANS
When a distribution under a Contract held under a Section 457 Plan is made
to the Annuitant, such amounts are taxed as ordinary income in the year in
which received. The plan must not permit distributions prior to the
Annuitant's separation from service (except in the case of unforeseen
emergency).
Generally, annuity payments, periodic payments or annual distributions must
commence by April 1 of the calendar year following the year in which the
Annuitant attains age 70 1/2 and meet other distribution requirements. Minimum
distributions under a Section 457 Plan may be further deferred if the
Annuitant remains employed with the sponsoring employer. Each annual
distribution must equal or exceed a "minimum distribution amount" which is
determined by distribution rules under the plan. If the Annuitant dies before
distributions begin, the same special distribution rules apply in the case of
Section 457 Plans as apply in the case of Qualified Plans, TSA Plans, IRAs,
SEPs, SARSEPs and Governmental Plans. These rules are discussed above in the
immediately preceding section of this prospectus.
(B) SPECIAL RULES FOR ANNUITIES USED BY INDIVIDUALS OR WITH PLANS AND TRUSTS
NOT QUALIFYING UNDER THE CODE FOR TAX BENEFITED TREATMENT
For a Contract held by an individual, any increase in the accumulated value
of the Contract is not taxable until amounts are received, either in the form
of annuity payments as contemplated by the Contract or in a full or partial
lump sum settlement of the Company's obligations to the Contract Owner.
Under Section 72(u) of the Code, however, Contracts held by other than a
natural person (i.e. those held by a corporation or certain trusts) generally
will not be treated as an annuity contract for Federal income tax purposes.
This means a Contract Owner who is not a natural person will have to include
in income any increase during the taxable year in the accumulated value over
the investment in the Contract.
Section 817(h) of the Code requires the investments of the Variable Account
to be "adequately diversified" in accordance with Treasury Regulations.
Failure to do so means the variable annuity contracts described herein will
cease to qualify as annuities for Federal income tax purposes. Regulations
specifying the diversification requirements have been issued by the Department
of the Treasury, and the Company believes it complies fully with these
requirements. The Company believes that the Contracts meet other existing
requirements relating to the degree of Contract Owner control over
investments, including purchase payment allocation and transfer privileges.
However, neither the IRS nor the Secretary of the Treasury has issued any
rulings or regulations on this subject. Such rulings or regulations, if
adopted, could include additional requirements that are not reflected in the
Contracts. For example, the rulings or regulations could require the Company
to impose limitations on a Contract Owner's right to transfer between the
Eligible Funds. Moreover, any such rulings or regulations could also apply to
tax benefited retirement plans. The Company believes any such additional
requirements would apply only after the effective date of such rulings or
regulations.
Any amount received in a surrender of all or part of the Contract Value
(including an amount received as a systematic withdrawal) prior to
annuitization will be included in gross income to the extent of any increases
in the value of the Contract resulting from earnings or gains on the
underlying mutual fund shares.
The Code also imposes a ten percent penalty tax on amounts received under a
Contract, before or after the annuity starting date, which are includible in
gross income. The penalty tax will not apply to any amount received under the
Contract (1) after the Contract Owner has attained age 59 1/2, (2) after the
death of the Contract Owner, (3) after the Contract Owner has become totally
and permanently disabled, (4) as one of a series of substantially equal
periodic payments made for the life (or life expectancy) of the Contract Owner
or the joint lives (or life expectancies) of the Contract Owner and a
Beneficiary, (5) if the Contract is purchased under certain types of
retirement plans or arrangements, (6) allocable to investments in the Contract
before August 14, 1982, or (7) if the Contract is an immediate annuity
contract.
In the calculation of any increase in value for contracts entered into after
October 4, 1988, all annuity contracts issued by the Company or its affiliates
to the same Contract Owner within a calendar year will be treated as one
contract.
If the Contract Owner dies, the tax law requires certain distributions from
the Contract. (See "Payment on Death Prior to Annuitization.") 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.
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A transfer of ownership of a Contract, the designation of an Annuitant,
Payee or other Beneficiary who is not also an Owner, the selection of certain
Maturity Dates, or the exchange of a Contract may result in certain tax
consequences that are not discussed herein. Anyone contemplating any such
designation, transfer, assignment, selection, or exchange should contact a
competent tax adviser with respect to the potential tax effects of such a
transaction.
TAX WITHHOLDING
The Code and the laws of certain states require tax withholding on
distributions made under annuity contracts, unless the recipient has made an
election not to have any amount withheld. The Company provides recipients with
an opportunity to instruct it as to whether taxes are to be withheld.
VOTING RIGHTS
The Company is the legal owner of the Eligible Fund shares held in the
Variable Account and has the right to vote those shares at meetings of the
Eligible Fund shareholders. However, to the extent required by Federal
securities law, the Company will give you, as Contract Owner, the right to
instruct the Company how to vote the shares that are attributable to your
Contract.
Prior to annuitization, the number of votes as to which you have a right of
instruction is determined by applying your percentage interest in a sub-
account to the total number of votes attributable to the sub-account. After
annuitization, the number of votes attributable to your Contract is determined
by applying the percentage interest reflected by the reserve for your Contract
to the total number of votes attributable to the sub-account. After
annuitization the votes attributable to your Contract decrease as reserves
underlying the Contract decrease.
Contract Owners who are entitled to give voting instructions and the number
of shares as to which they have a right of instruction will be determined as
of the record date for the meeting. All Eligible Fund shares held in any sub-
account of the Variable Account or any other registered (or to the extent
voting privileges are granted by the issuing insurance company, unregistered)
separate accounts of the Company or any affiliate for which no timely
instructions are received will be voted for, against, or withheld from voting
on any proposition in the same proportion as the shares held in that sub-
account for all policies or contracts for which voting instructions are
received.
All Eligible Fund shares held by the general investment account (for any
unregistered separate account for which voting privileges are not extended) of
the Company or its affiliates will be voted in the same proportion as the
aggregate of (i) the shares for which voting instructions are received and
(ii) the shares that are voted in proportion to such voting instructions.
The SEC requires the Eligible Fund Boards of Trustees to monitor events to
identify conflicts that may arise from the sale of shares to variable life and
variable annuity separate accounts of affiliated and, if applicable,
unaffiliated insurance companies. Conflicts could arise as a result of changes
in state insurance law or Federal income tax law, changes in investment
management of any portfolio of the Eligible Funds, or differences between
voting instructions given by variable life and variable annuity contract
owners, for example. If there is a material conflict, the Boards of Trustees
will have an obligation to determine what action should be taken, including
the removal of the affected sub-account(s) from the Eligible Fund(s), if
necessary. If the Company believes any Eligible Fund action is insufficient,
the Company will consider taking other action to protect Contract Owners.
There could, however, be unavoidable delays or interruptions of operations of
the Variable Account that the Company may be unable to remedy.
Each Contract Owner is a policyholder of The New England and is entitled to
vote at the Company's Annual Meeting of Policyholders held annually on the
third Wednesday of March.
DISTRIBUTION OF CONTRACTS
New England Securities, the principal underwriter of the Contracts, is a
broker-dealer registered under the Securities Exchange Act of 1934 and a
member of the National Association of Securities Dealers, Inc. Commissions of
3% of purchase payments will be paid by the Company to the New England
Securities registered representative involved in the sale of a Contract if the
Maturity Date selected at issue is ten or more years after issue of the
Contract. Lower commissions will be paid if the Maturity Date selected at
issue is less than ten years after issue. No commission is paid in connection
with the
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initial issuance of a Contract as a result of an exchange from New England
Variable Annuity Fund I or New England Retirement Investment Account. A
maximum override of .75% of purchase payments made after the first Contract
Year will be paid by the Company to the general agent involved in the
transaction.
New England Securities may enter into selling agreements with other broker-
dealers registered under the Securities Exchange Act of 1934 whose
representatives are authorized by applicable law to sell variable annuity
contracts. Commissions paid to such broker-dealers will not exceed 3% of
purchase payments. Commissions will be paid through the registered broker-
dealer, which may also be reimbursed for all or part of the expenses incurred
by the broker-dealer in connection with the sale of the Contracts.
THE FIXED ACCOUNT
A Fixed Account option is included under Contracts issued in those states
where it has been approved by the state insurance department. You may allocate
net purchase payments and may transfer Contract Value in the Variable Account
to the Fixed Account, which is part of the Company's general account. The
Fixed Account offers diversification to a Variable Account contract, allowing
the Contract Owner to protect principal and earn, at least, a guaranteed rate
of interest.
Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933, and neither
the Fixed Account nor the general account has been registered as an investment
company under the Investment Company Act of 1940. Therefore, neither the
general account, the Fixed Account nor any interests therein are generally
subject to the provisions of these Acts, and the Company has been advised that
the staff of the Securities and Exchange Commission does not review
disclosures relating to the general account. Disclosures regarding the Fixed
Account may, however, be subject to certain generally applicable provisions of
the Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.
GENERAL DESCRIPTION OF THE FIXED ACCOUNT
The Company's general account consists of all assets owned by the Company
other than those in the Variable Account and the Company's other separate
accounts. The Company has sole discretion over the investment of assets in the
general account, including those in the Fixed Account. Contract Owners do not
share in the actual investment experience of the assets in the Fixed Account.
Instead, the Company guarantees that Contract Values in the Fixed Account will
be credited with interest at an effective annual net rate of at least 4.5% or
3%, depending on the date when your Contract was issued. The Company is not
obligated to credit interest at a rate higher than the minimum guaranteed rate
applicable to your Contract, although in its sole discretion it may do so. The
Company declares the current interest rate for the Fixed Account periodically.
Contract Values in the Fixed Account will be credited with interest daily.
The Company has the right to modify its method of crediting interest. Under
its current method, any net purchase payment or portion of Contract Value
allocated to the Fixed Account will earn interest at the declared annual rate
in effect on the date of the allocation. On each Contract Anniversary, the
Company will determine a portion, from 0% to 100%, of your Contract Value in
the Fixed Account which will earn interest at the Company's declared annual
rate in effect on the Contract Anniversary. The effective interest rate
credited at any time to your Contract Value in the Fixed Account will be a
weighted average of all the Fixed Account rates for your Contract. (See
"Contract Value and Fixed Account Transactions" below for a description of the
interest rate which will be applied to Contract loan repayments allocated to
the Fixed Account.)
CONTRACT VALUE AND FIXED ACCOUNT TRANSACTIONS
A Contract's total Contract Value will include its Contract Value in the
Variable Account, its Contract Value in the Fixed Account and, for Contracts
under which Contract loans are available, any of its Contract Value held in
the Company's general account (but outside the Fixed Account) as a result of a
Contract loan.
The annual $30 Administration Contract Charge will be deducted
proportionately from the Contract Value in the Fixed Account and in the
Variable Account. Unless you request otherwise, a partial surrender or
Contract loan will reduce the Contract Value in the sub-accounts of the
Variable Account and the Fixed Account proportionately. Except as described
below, amounts in the Fixed Account are subject to the same rights and
limitations as are amounts in the Variable Account with respect to transfers,
surrenders, partial surrenders and Contract loans. The following special rules
apply to transfers and Contract loan repayments involving the Fixed Account.
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You may transfer amounts from the Fixed Account to the Variable Account once
each year within 30 days after the Contract anniversary. The amount of
Contract Value which may be transferred from the Fixed Account is limited to
the greater of 25% of the Contract Value in the Fixed Account and $1,000,
except with the consent of the Company. Also, after the transfer is effected,
Contract Value may not be allocated among more than ten of the sub-accounts
and/or Fixed Account. The Company intends to restrict transfers of Contract
Value into the Fixed Account in the following circumstances: (1) for the
remainder of a Contract Year if an amount is transferred out of the Fixed
Account in that same Contract Year; (2) if the interest rate which would be
credited to the transferred amount would be equivalent to an annual effective
rate of 3%; or (3) if the total Contract Value in the Fixed Account equals or
exceeds a maximum amount established by the Company.
If any portion of a Contract loan was attributable to Contract Value in the
Fixed Account, then an equal portion of each loan repayment must be allocated
to the Fixed Account. (For example, if 50% of the loan was attributable to
your Fixed Account Contract Value, then 50% of each loan repayment will be
allocated to the Fixed Account.) Similarly, unless you request otherwise, the
balance of the loan repayment will be allocated to the sub-accounts in the
same proportions in which the loan was attributable to the sub-accounts. See
"Loan Provision for Certain Tax Benefited Retirement Plans." The rate of
interest for each loan repayment applied to the Fixed Account will be the
lesser of: (1) the effective interest rate for your Contract on the date the
loan repayment is applied to the Fixed Account; and (2) the current Fixed
Account interest rate set by the Company in advance for that date.
The Company reserves the right to delay transfers, surrenders, partial
surrenders and Contract loans from the Fixed Account for up to six months.
FINANCIAL STATEMENTS
The financial statements of the Variable Account and of the Company may be
found in the Statement of Additional Information.
INVESTMENT EXPERIENCE INFORMATION
The Company may advertise performance by illustrating hypothetical average
annual total returns for each sub-account of the Variable Account, based on
the actual investment experience of the Eligible Funds since their inception
and for the one, five, and ten year periods ending with the date of the
illustration. Calculations of average annual total return are based on the
assumption that a single investment of $1,000 was made at the beginning of
each period illustrated. Average annual total return calculations reflect
changes in the net asset values of the Eligible Funds plus the reinvestment of
dividends from net investment income and of distributions from net realized
gains, if any. The calculations also reflect the deduction of the Mortality
and Expense Risk Charge and the Administration Asset Charge. They also reflect
annual deductions for the $30 Administration Contract Charge, and the
deduction of any Contingent Deferred Sales Charge applicable at the end of the
period illustrated. The calculations do not reflect the effect of any premium
tax charge, which applies in certain states, and which would reduce the
results shown. The average annual total return is the annual compounded rate
of return which would produce the surrender value at the end of the period
illustrated. See "Calculation of Performance Data" in the Statement of
Additional Information for average annual total returns as of December 31,
1995 and more information about how they are calculated.
The Company may also illustrate how the average annual total return for a
five year period was determined by illustrating the average annual total
return for each year in the five year period ending with the date of the
illustration. Such illustrations are based on the same assumptions and reflect
the same expenses and deductions described in the preceding paragraph. See
"Calculation of Performance Data" in the Statement of Additional Information
for an example of this type of illustration and more information about how
average annual total returns are calculated.
The Company may illustrate what would have been the growth and value of a
single $10,000 purchase payment for the Contract if it had been invested in
each of the Eligible Funds on the first day of the first month after those
Eligible Funds commenced operations. These illustrations show Contract Value
and surrender value, calculated in the same manner as when they are used to
arrive at average annual total return, as of the end of each year, ending with
the date of the illustration. The surrender values reflect the deduction of
any applicable Contingent Deferred Sales Charge, but do not reflect the
deduction of any premium tax charge. These illustrations may also show annual
percentage changes in Contract Value and surrender value, cumulative returns,
and annual effective rates of return. The difference between the Contract
Value or
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surrender value at the beginning and at the end of each year is divided by the
beginning Contract Value or surrender value to arrive at the annual percentage
change. The cumulative return is determined by taking the difference between
the $10,000 investment and the ending Contract Value or surrender value and
dividing it by $10,000. The annual effective rate of return is calculated in
the same manner as average annual total return. See "Calculation of
Performance Data" in the Statement of Additional Information for examples of
these illustrations and more information about how they are calculated.
The Variable Account may update the performance history of one or more of
its sub-accounts on a quarterly basis by illustrating the one, five, and ten
year values (or since inception, if less) of a single $10,000 purchase payment
invested at the beginning of such periods using the same method of calculation
described in the preceding paragraph, but using the periods ending with the
date of the quarterly illustration. Such illustrations will show the Contract
Value at the end of the period and the cumulative return and annual effective
rate of return for the period. The illustration may also include the
cumulative return and annual effective rate of return of an appropriate
securities index and the Consumer Price Index for the same period.
The Company may illustrate what would have been the change in value of a
$100 monthly purchase payment plan if the monthly payments had been invested
in each of the Eligible Funds on the first day of each month starting with the
first day of the first month after those Eligible Funds commenced operations.
These illustrations show cumulative payments, Contract Value and surrender
value as of the end of each year, ending with the date of the illustration.
Surrender values reflect the deduction of any applicable Contingent Deferred
Sales Charge. The illustrations also show annual effective rates of return,
which represent the compounded annual rates that the hypothetical purchase
payments would have had to earn in order to produce the Contract Value and
surrender value as of the date of the illustration. See "Calculation of
Performance Data" in the Statement of Additional Information for examples of
these illustrations and more information about how they are calculated.
The Variable Account may make available illustrations showing historical
Contract Values and the annual effective rate of return, based upon
hypothetical purchase payment amounts and frequencies, which can be selected
by the client. The method of calculation described in the preceding paragraph
will be used, but the illustration will reflect the effect of any premium tax
charge applicable in the state where the illustration is delivered. The
beginning date of the illustration can be selected by the client. Contract
Values will be shown as of the end of each calendar year in the period and as
of the end of the most recent calendar quarter.
Historical investment performance may also be illustrated by showing the
percentage change in the Accumulation Unit Value and annual effective rate of
return of a sub-account without reflecting the deduction of any Contingent
Deferred Sales Charge, premium tax charge, or the annual $30 Administration
Contract Charge, all of which have the effect of reducing historical
performance. The percentage change in unit value and annual effective rate of
return of each sub-account may be shown from inception of the Eligible Fund to
the date of the report and for the one, five, and ten year periods ending with
the date of the report. The percentage change in unit value and annual
effective rate of return also may be compared with the percentage change and
annual effective rate for the Dow Jones Industrial Average and S&P 500 Stock
Index, as well as other unmanaged indices of stock and bond performance and
the Consumer Price Index, as described in the Statement of Additional
Information in the Notes to the illustration of Annual Percentage Change in
Contract Value and Annual Percentage Change in Surrender Value for a $10,000
Single Purchase Payment Contract. The percentage change is calculated by
dividing the difference in unit or index values at the beginning and end of
the period by the beginning unit or index value. See the Statement of
Additional Information for a description of the method for calculating the
annual effective rate of return in this illustration.
From time to time the Company may advertise (in sales literature or
advertising material) performance rankings of the sub-accounts of the Variable
Account assigned by independent services, such as Variable Annuity Research
and Data Services ("VARDS"). VARDS monitors and ranks the performance of
variable annuity accounts on an industry-wide basis in each of the major
categories of investment objectives. The performance analysis prepared by
VARDS ranks accounts on the basis of total return calculated using
Accumulation Unit Values. Thus, the effect of the Contingent Deferred Sales
Charge and Administration Contract Charge assessed under the Contracts is not
taken into consideration.
From time to time, articles discussing the Variable Account's investment
experience, performance rankings and other characteristics may appear in
national publications. Some or all of these publishers or ranking services
(including, but not
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limited to, Lipper Analytical Services, Inc. and Morningstar) may publish
their own rankings or performance reviews of variable contract separate
accounts, including the Variable Account. References to, reprints or portions
of reprints of such articles or rankings may be used by the Company as sales
literature or advertising material and may include rankings that indicate the
names of other variable contract separate accounts and their investment
experience.
A-41
<PAGE>
APPENDIX A
CONSUMER TIPS
DOLLAR COST AVERAGING
Dollar cost averaging allows a person to take advantage of the historical
long-term stock market results, assuming that they continue, although it does
not guarantee a profit or protect against a loss. If an investor follows a
program of dollar cost averaging on a long-term basis and the stock fund
selected performs at least as well as the S&P 500 has historically, it is
likely although not guaranteed that the price at which shares are surrendered,
for whatever reason, will be higher than the average cost per share.
An investor using dollar cost averaging invests the same amount of money in
the same professionally managed fund at regular intervals over a long period
of time. Dollar cost averaging keeps an investor from investing too much when
the price of shares is high and too little when the price is low. When the
price of shares is low, the money invested buys more shares. When it is high,
the money invested buys fewer shares. If the investor has the ability and
desire to maintain this program over a long period of time (for example, 20
years), and the stock fund chosen follows the historical upward market trends,
the price at which the shares are sold should be higher than their average
cost. The price could be lower, however, if the fund chosen does not follow
these historical trends.
Investors contemplating the use of dollar cost averaging should consider
their ability to continue the on-going purchases so that they can take
advantage of periods of low price levels.
DIVERSIFICATION
Diversifying investment choices can enhance returns, by providing a wider
opportunity for safe returns, and reduce risks, by spreading the chance of
loss. Holding a single investment requires of that investment a safe return
because a loss may risk the entire investment. By diversifying, on the other
hand, an investor can more safely take a chance that some investments will
under-perform and that others will over-perform. Thus an investor can
potentially earn a better-than-average rate of return on a diversified
portfolio than on a single safe investment. This is because, although portions
of a diversified investment may be totally lost, other portions may perform at
above-average rates that more than compensate for the loss.
MISCELLANEOUS
Toll-free telephone service:
--A recording of daily unit values is available by
calling 1-800-333-2501.
--Fund transfers and changes of future purchase
payment allocations can be made by calling 1-800-
777-5897.
Written Communications: --All communications and inquiries regarding address
changes, premium payments, billing, fund transfers,
surrenders, loans, maturities and any other
processing matters relating to your Contract should
be directed to:
New England Annuities
P.O. Box 642
Back Bay Annex
Boston, Mass 02116
A-42
<PAGE>
TABLE OF CONTENTS
OF
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY............................................................... II-3
SERVICES TO THE VARIABLE ACCOUNT.......................................... II-3
PERFORMANCE COMPARISONS................................................... II-3
CALCULATION OF PERFORMANCE DATA........................................... II-4
NET INVESTMENT FACTOR..................................................... II-21
ANNUITY PAYMENTS.......................................................... II-21
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS...................... II-22
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS........................ II-26
EXPERTS................................................................... II-29
LEGAL MATTERS............................................................. II-29
FINANCIAL STATEMENTS...................................................... II-30
APPENDIX A................................................................ II-59
</TABLE>
If you would like to obtain a copy of the Statement of Additional
Information, please complete the request form below and mail to:
New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116
...............................................................................
Please send a copy of the Statement of Additional
Information of The New England Variable Account to:
------------------------------------------------------
Name
------------------------------------------------------
Street
------------------------------------------------------
City State Zip
A-43
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT
ZENITH ACCUMULATOR
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY METROPOLITAN LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
(PART B)
AUGUST 30, 1996
This Statement of Additional Information is not a prospectus. This Statement
of Additional Information relates to the Prospectus dated August 30, 1996 and
should be read in conjunction therewith. A copy of the Prospectus may be
obtained by writing to New England Securities Corporation ("New England
Securities") 399 Boylston Street, Boston, Massachusetts 02116.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
History................................................................... II-3
Services Relating to the Variable Account and the Contracts............... II-3
Performance Comparisons................................................... II-3
Calculation of Performance Data........................................... II-4
Net Investment Factor..................................................... II-20
Annuity Payments.......................................................... II-20
Hypothetical Illustrations of Annuity Income Payouts...................... II-21
Historical Illustrations of Annuity Income Payouts........................ II-25
Experts................................................................... II-28
Legal Matters............................................................. II-28
Financial Statements...................................................... II-28
Appendix A................................................................ II-93
</TABLE>
II-2
<PAGE>
HISTORY
The New England Variable Account (the "Variable Account") is a separate
account of Metropolitan Life Insurance Company (the "Company"). The Variable
Account was originally a separate account of New England Mutual Life Insurance
Company ("The New England"), and became a separate account of the Company when
The New England merged with and into the Company on August 30, 1996.
SERVICES RELATING TO THE VARIABLE ACCOUNT AND THE CONTRACTS
Auditors. Coopers & Lybrand, L.L.P., located at One International Place,
Boston, Massachusetts 02109, conducts an annual audit of the Variable
Account's financial statements.
Administrative Services Agreement. Pursuant to an administrative services
agreement between New England Life Insurance Company ("NELICO") and the
Company, NELICO serves as the Designated Office for servicing the Contracts
and performs certain other administrative services for the Company relating to
the Variable Account and the Contracts. NELICO is compensated for these
services based on the expenses it incurs in providing them. NELICO was a
wholly-owned subsidiary of The New England before it merged into the Company,
and became a subsidiary of the Company as a result of the merger.
Principal Underwriter. New England Securities Corporation ("New England
Securities"), an indirect subsidiary of the Company, serves as principal
underwriter for the Variable Account pursuant to a distribution agreement with
the Company. The Contracts are offered continuously and are sold by NELICO's
life insurance agents and insurance brokers who are registered representatives
of New England Securities. Contracts also may be sold by registered
representatives of broker-dealers that have selling agreements with New
England Securities. The Company pays commissions, none of which are retained
by New England Securities, to the registered representatives involved in
selling Contracts.
PERFORMANCE COMPARISONS
Articles and releases, developed by the Company, the Eligible Funds (as
defined in the Prospectus) and other parties, about the Account or the
Eligible Funds regarding performance, rankings, statistics and analyses of the
Account's, the individual Eligible Funds' and fund groups' asset levels and
sales volumes, statistics and analyses of industry sales volumes and asset
levels, and other characteristics may appear in publications, including, but
not limited to, those publications listed in Appendix A to this Statement. In
particular, some or all of these publications may publish their own rankings
or performance reviews including the Account or the Eligible Funds. References
to or reprints of such articles may be used in the Company's promotional
literature. Such literature may refer to personnel of the advisers, who have
portfolio management responsibility, and their investment style. The
references may allude to or include excerpts from articles appearing in the
media.
The advertising and sales literature of the Contract and the Account may
refer to historical, current and prospective economic trends and may include
historical and current performance and total returns of investment
alternatives.
In addition, sales literature may be published concerning topics of general
investor interest for the benefit of registered representatives and
prospective Contractholders. These materials may include, but are not limited
to, discussions of college planning, retirement planning, reasons for
investing and historical examples of the investment performance of various
classes of securities, securities markets and indices.
II-3
<PAGE>
CALCULATION OF PERFORMANCE DATA
The tables below illustrate hypothetical average annual total returns for
each sub-account for the periods shown, based on the actual investment
experience of the Eligible Funds during those periods. The tables do not
represent what may happen in the future.
The Variable Account was not established until July, 1987. The Contracts
were not available until September, 1988. The Capital Growth, Back Bay
Advisors Bond Income and Back Bay Advisors Money Market Series commenced
operations on August 26, 1983. The Westpeak Growth and Income and Loomis
Sayles Avanti Growth Series commenced operations on April 30, 1993. The
Equity-Income Portfolio commenced operations on October 9, 1986, and the
Overseas Portfolio commenced operations on January 28, 1987. The Loomis Sayles
Small Cap Series commenced operations on May 2, 1994. The other Zenith Fund
Series (Loomis Sayles Balanced, Draycott International Equity, Salomon
Brothers U.S. Government, Salomon Brothers Strategic Bond Opportunities, Davis
Venture Value, and Alger Equity Growth) commenced operations on October 31,
1994.
Calculations of average annual total return are based on the assumption that
a single investment of $1,000 was made at the beginning of each period shown.
The figures do not reflect the effect of any premium tax charges, which apply
in certain states, and which would reduce the results shown.
The average annual total return is related to surrender value and is
calculated as follows. The amount of the assumed $1,000 purchase payment for a
Contract issued at the beginning of the period is divided by the Accumulation
Unit Value of each sub-account at the beginning of the period shown to arrive
at the number of Accumulation Units purchased. The number of Accumulation
Units is reduced on each Contract anniversary to reflect deduction of the
annual $30 Administration Contract Charge from the Contract Value. Each such
$30 deduction reduces the number of units held under the Contract by an amount
equal to $30 divided by the Accumulation Unit Value on the date of the
deduction. The total number of units held under the Contract at the beginning
of the last Contract Year covered by the period shown is multiplied by the
Accumulation Unit Value on December 31, 1995 to arrive at the Contract Value
on that date.* This Contract Value is then reduced by the applicable
Contingent Deferred Sales Charge and by the portion of the $30 Administration
Contract Charge which would be deducted upon surrender on December 31, 1995 to
arrive at the surrender value. The average annual total return is the annual
compounded rate of return which would produce the surrender value on December
31, 1995. In other words, the average annual total return is the rate which,
when added to 1, raised to a power reflecting the number of years in the
period shown, and multiplied by the initial $1,000 investment, yields the
surrender value at the end of the period. The average annual total returns
assume that no premium tax charge has been deducted.
- --------
* In the illustrations that follow, the calculations are based on the
Accumulation Unit Values for the next business day following December 31,
1995, which was a Sunday.
AVERAGE ANNUAL TOTAL RETURN
For purchase payment allocated to the Loomis Sayles Small Cap Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 18.41%
Since Inception.................................................. 5.91%
</TABLE>
For purchase payment allocated to the Draycott International Equity Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... -2.83%
Since Inception.................................................. -1.30%
</TABLE>
For purchase payment allocated to the Overseas Portfolio:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year............................................................ .78%
5 Years........................................................... 3.15%
Since Inception................................................... 2.89%
</TABLE>
For purchase payment allocated to the Alger Equity Growth Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 38.07%
Since Inception.................................................. 24.86%
</TABLE>
II-4
<PAGE>
For purchase payment allocated to the Capital Growth Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 27.45%
5 Years.......................................................... 11.79%
10 Years......................................................... 19.37%
Since Inception.................................................. 20.72%
For purchase payment allocated to the Loomis Sayles Avanti Growth Series:
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 20.47%
Since Inception.................................................. 9.69%
</TABLE>
For purchase payment allocated to the Davis Venture Value Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 27.55%
Since Inception.................................................. 18.96%
</TABLE>
For purchase payment allocated to the Westpeak Growth and Income Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 25.12%
Since Inception.................................................. 11.00%
</TABLE>
For purchase payment allocated to the Equity-Income Portfolio:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 24.01%
5 Years.......................................................... 16.73%
Since Inception.................................................. 9.33%
</TABLE>
For purchase payment allocated to the Loomis Sayles Balanced Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 14.24%
Since Inception.................................................. 11.15%
</TABLE>
For purchase payment allocated to the Salomon Brothers Strategic Bond
Opportunities Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year............................................................ 9.02%
Since Inception................................................... 5.47%
</TABLE>
For purchase payment allocated to the Back Bay Advisors Bond Income Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... 10.53%
5 Years.......................................................... 6.09%
10 Years......................................................... 6.17%
Since Inception.................................................. 7.36%
</TABLE>
For purchase payment allocated to the Salomon Brothers U.S. Government
Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year............................................................ 4.53%
Since Inception................................................... 3.65%
</TABLE>
For purchase payment allocated to the Back Bay Advisors Money Market Series:
<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1995
-------------------------------
<S> <C>
1 Year........................................................... -4.20%
5 Years.......................................................... -.59%
10 Years......................................................... 1.98%
Since Inception.................................................. 2.84%
</TABLE>
II-5
<PAGE>
Information is available illustrating the impact of fund performance on
annuity payouts.
The following chart illustrates how the average annual total return was
determined for the five year period ending December 31, 1995 for the sub-
account investing in the Capital Growth Series based on the assumptions used
in the above table. The units column below shows the number of accumulation
units hypothetically purchased by the $1000 investment in the Capital Growth
Series in the first year (assuming that no premium tax is deducted). The units
are reduced on each Contract anniversary to reflect the deduction of the $30
Administration Contract Charge.
The unit values of the sub-accounts reflect the change in the net asset
value of the underlying Eligible Funds plus the reinvestment of dividends from
net investment income and of distributions from net realized gains, if any.
The unit values also reflect the deduction of the Mortality and Expense Risk
Charge as well as the Administration Asset Charge.
<TABLE>
<CAPTION>
AVERAGE
UNIT CONTRACT SURRENDER ANNUAL TOTAL
DATE UNITS VALUE VALUE VALUE RETURN
- ---- -------- --------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
December 31, 1990............ 176.4959 5.665855 $1000.00
December 31, 1991............ 173.0106 8.607664 1489.22 $1408.80 40.88%
December 31, 1992............ 169.2503 7.978068 1350.29 1283.45 13.29%
December 31, 1993............ 165.9352 9.049554 1501.64 1434.07 12.77%
December 31, 1994............ 162.2928 8.236304 1336.69 1282.56 6.42%
December 31, 1995............ 159.6482 11.343893 1811.03 1745.84 11.79%
</TABLE>
The following charts illustrate what would have been the growth and value of
a $10,000 purchase payment for a Contract if it had been invested in each of
the Eligible Funds on the first day of the first month after those Eligible
Funds became available: September 1, 1983 in the case of the Back Bay Advisors
Money Market, Back Bay Advisors Bond Income and Capital Growth Series;
November 1, 1986 in the case of the Equity-Income Portfolio; February 1, 1987
in the case of the Overseas Portfolio; May 1, 1993 in the case of the Westpeak
Value Growth and Loomis Sayles Avanti Growth Series; May 2, 1994 in the case
of the Loomis Sayles Small Cap Series; and November 1, 1994 for the other
Zenith Fund Series. The figures shown do not reflect the deduction of any
premium tax charge. During the period when the Contingent Deferred Sales
Charge applies, the percentage return on surrender value from year to year
(after the 1st year) will be greater than the percentage return on Contract
Value for the same years. This is because the percentage return on surrender
value reflects not only investment experience but also the annual reduction in
the applicable Contingent Deferred Sales Charge. In the first chart, the
Contract Value and surrender value on each date shown are calculated in the
manner described in the preceding illustrations of average annual total
return, assuming that no premium tax charge is deducted.
In the second and third charts, the difference between the Contract Value or
surrender value at the beginning and at the end of each year is divided by the
beginning Contract Value or surrender value to arrive at the annual percentage
change. The cumulative return information set forth in these charts is
determined by taking the difference between the $10,000 investment and the
ending Contract Value or surrender value and dividing it by $10,000. The
annual effective rate of return in this illustration is calculated in the same
manner as the average annual total return described in the preceding
illustration, assuming that no premium tax charge is deducted.
II-6
<PAGE>
$10,000 SINGLE PURCHASE PAYMENT CONTRACT
ISSUED SEPTEMBER 1, 1983 (FOR SUB-ACCOUNTS INVESTING IN CAPITAL GROWTH, BACK
BAY ADVISORS BOND INCOME AND BACK BAY ADVISORS MONEY MARKET)
(EQUITY-INCOME: NOVEMBER 1, 1986 AND OVERSEAS: FEBRUARY 1, 1987)
(WESTPEAK GROWTH AND INCOME AND LOOMIS SAYLES AVANTI GROWTH: MAY 1, 1993)
(LOOMIS SAYLES SMALL CAP: MAY 2, 1994)
(OTHER ZENITH FUND SERIES: NOVEMBER 1, 1994)
INVESTMENT RESULTS
<TABLE>
<CAPTION>
CONTRACT VALUE(1)
---------------------------------------------------------------------------------------------------
LOOMIS LOOMIS WESTPEAK
SAYLES DRAYCOTT ALGER SAYLES DAVIS GROWTH
SMALL INTERNATIONAL EQUITY CAPITAL AVANTI VENTURE AND EQUITY-
CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE INCOME INCOME
--------- ------------- ---------- --------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $10,444.58
1984............ 10,236.94
1985............ 16,941.07
1986............ 32,597.59 $ 9,812.08
1987............ $ 9,346.53 49,085.06 9,540.79
1988............ 10,073.52 44,124.36 11,446.14
1989............ 12,284.55 57,258.18 13,468.76
1990............ 11,946.44 54,167.35 11,089.00
1991............ 12,697.26 82,257.93 14,349.01
1992............ 11,157.37 76,208.53 16,515.02
1993............ 15,079.90 86,412.36 $11,306.07 $11,357.58 19,244.53
1994............ $9,512.13 $10,196.29 15,027.29 $9,561.73 78,619.20 10,972.12 $9,657.56 11,004.10 20,270.09
1995............ 12,155.60 10,746.82 16,425.77 14,212.45 108,251.60 14,265.95 13,279.91 14,848.16 27,147.11
<CAPTION>
--------------------------------------------------------
SALOMON
BROTHERS BACK BAY SALOMON BACK BAY
LOOMIS STRATEGIC ADVISORS BROTHERS ADVISORS
SAYLES BOND BOND U.S. MONEY
BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
--------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
As of December
31:
1983............ $10,322.81 $10,267.54
1984............ 11,453.60 11,175.37
1985............ 13,388.02 11,905.91
1986............ 15,137.28 12,515.01
1987............ 15,242.32 13,122.58
1988............ 16,250.76 13,896.84
1989............ 17,982.33 14,945.51
1990............ 19,151.99 15,916.87
1991............ 22,256.32 16,648.79
1992............ 23,723.05 17,018.60
1993............ 26,326.57 17,259.26
1994............ $9,956.78 $9,817.20 25,012.44 $10,026.51 17,679.32
1995............ 12,291.47 11,577.43 29,943.73 11,348.95 18,403.95
</TABLE>
<TABLE>
<CAPTION>
SURRENDER VALUE(1)
---------------------------------------------------------------------------------------------------
LOOMIS LOOMIS WESTPEAK
SAYLES DRAYCOTT ALGER SAYLES DAVIS GROWTH
SMALL INTERNATIONAL EQUITY CAPITAL AVANTI VENTURE AND EQUITY-
CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE INCOME INCOME
--------- ------------- ---------- --------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 9,824.16
1984............ 9,674.68
1985............ 16,131.07
1986............ 31,787.59 $ 9,233.37
1987............ $ 8,773.87 48,275.06 9,020.86
1988............ 9,503.54 43,314.36 10,874.80
1989............ 11,650.33 56,448.18 12,857.89
1990............ 11,382.59 53,357.35 10,635.10
1991............ 12,156.63 81,447.93 13,827.62
1992............ 10,729.19 75,512.75 15,989.95
1993............ 14,578.25 86,402.36 $10,625.83 $10,674.33 18,720.06
1994............ $8,936.84 $9,595.10 14,594.80 $8,997.66 78,609.20 10,360.71 $9,087.88 10,390.96 19,900.32
1995............ 11,480.28 10,161.77 16,103.10 13,440.24 108,241.60 13,540.78 12,558.07 14,094.78 26,897.83
<CAPTION>
--------------------------------------------------------
SALOMON
BROTHERS BACK BAY SALOMON BACK BAY
LOOMIS STRATEGIC ADVISORS BROTHERS ADVISORS
SAYLES BOND BOND U.S. MONEY
BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
--------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 9,709.52 $ 9,657.47
1984............ 10,825.65 10.562.44
1985............ 12,715.81 11,307.06
1986............ 14,446.55 11,942.28
1987............ 14,615.41 12,581.52
1988............ 15,656.09 13,386.91
1989............ 17,406.21 14,465.04
1990............ 18,625.16 15,477.39
1991............ 21,845.89 16,339.29
1992............ 23,499.64 16,855.52
1993............ 26,316.57 17,249.26
1994............ $9,369.60 $9,238.19 25,002.44 $9,435.25 17,669.32
1995............ 11,623.00 10,947.52 29,993.73 10,731.37 18,383.95
</TABLE>
II-7
<PAGE>
ANNUAL PERCENTAGE CHANGE IN CONTRACT VALUE(1)
<TABLE>
<CAPTION>
LOOMIS LOOMIS
SAYLES DRAYCOTT ALGER SAYLES DAVIS
SMALL INTERNATIONAL EQUITY CAPITAL AVANTI VENTURE
CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE
---------- ------------- -------- ------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................... 4.45%
1984................... -1.99
1985................... 65.49
1986................... 92.42
1987................... -6.53% 50.58
1988................... 7.78 -10.11
1989................... 21.95 29.77
1990................... -2.75 -5.40
1991................... 6.28 51.86
1992................... -12.13 -7.35
1993................... 35.16 13.39 13.06%
1994................... -4.88% 1.96% -0.35 -4.38% -9.02 -2.95 -3.42%
1995................... 27.79 5.40 9.31 48.64 37.69 30.02 37.51
Cumulative Return....... 21.56 7.47 64.26 42.12 982.52 42.66 32.80
Annual Effective Rate of
Return................. 12.43 6.38 5.72 35.24 21.29 14.24 27.59
<CAPTION>
SALOMON
BROTHERS BACK BAY SALOMON BACK BAY
WESTPEAK LOOMIS STRATEGIC ADVISORS BROTHERS ADVISORS
GROWTH EQUITY- SAYLES BOND BOND U.S. MONEY
AND INCOME INCOME BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
---------- ------------- -------- ------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................... 3.23% 2.68%
1984................... 10.95 8.84
1985................... 16.89 6.54
1986................... -1.88% 13.07 5.12
1987................... -2.76 0.69 4.85
1988................... 19.97 6.62 5.90
1989................... 17.67 10.66 7.55
1990................... -17.67 6.50 6.50
1991................... 29.40 16.21 4.60
1992................... 15.10 6.59 2.22
1993................... 13.58% 16.53 10.97 1.41
1994................... -3.11 5.33 -0.43% -1.83% -4.99 0.27% 2.43
1995................... 34.93 33.93 23.45 17.93 19.72 13.19 4.10
Cumulative Return....... 48.48 171.47 22.91 15.77 199.44 13.49 84.04
Annual Effective Rate of
Return................. 15.97 11.51 19.39 13.40 9.29 11.48 5.07
</TABLE>
<TABLE>
<CAPTION>
LEHMAN
INTERMEDIATE
GOVERNMENT/
DOW JONES S&P 500 CORPORATE CONSUMER
INDUSTRIAL STOCK BOND PRICE
AVERAGE(2) INDEX(3) INDEX(4) INDEX(5)
---------- -------- ------------ --------
<S> <C> <C> <C> <C>
As of December 31:
1983................................ 5.89% 1.71% 4.50% 1.07%
1984................................ 1.30 6.22 14.38 3.95
1985................................ 33.55 31.64 18.05 3.80
1986................................ 27.10 18.62 13.12 1.10
1987................................ 5.48 5.21 3.67 4.43
1988................................ 16.14 16.50 6.78 4.42
1989................................ 32.19 31.59 12.76 4.65
1990................................ -1.00 -3.12 9.17 6.11
1991................................ 24.19 30.34 14.63 3.06
1992................................ 7.39 7.61 7.17 2.90
1993................................ 16.97 10.06 8.79 2.75
1994................................ 5.06 1.31 -1.95 2.78
1995................................ 36.83 37.45 15.31 2.54
Cumulative Return.................... 557.53 471.03 230.41 53.19
Annual Effective Rate of Return...... 16.50 15.17 10.18 3.52
</TABLE>
II-8
<PAGE>
ANNUAL PERCENTAGE CHANGE IN SURRENDER VALUE(1)
<TABLE>
<CAPTION>
LOOMIS LOOMIS
SAYLES DRAYCOTT ALGER SAYLES DAVIS
SMALL INTERNATIONAL EQUITY CAPITAL AVANTI VENTURE
CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE
------ ------------- -------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................... -1.76%
1984................... -1.52
1985................... 66.73
1986................... 97.06
1987................... -12.26% 51.87
1988................... 8.32 -10.28
1989................... 22.59 30.32
1990................... -2.30 -5.48
1991................... 6.80 52.65
1992................... -11.74 -7.29
1993................... 35.87 14.42 6.26%
1994................... -10.63% -4.05% 0.11 -10.02% -9.02 -2.50 -9.12%
1995................... 28.46 5.91 10.33 49.37 37.70 30.69 38.18
Cumulative Return....... 14.80 1.62 61.03 34.40 982.42 35.41 25.58
Annual Effective Rate of
Return................. 8.64 1.39 5.49 28.91 21.29 12.03 21.61
</TABLE>
<TABLE>
<CAPTION>
SALOMON
BROTHERS BACK BAY SALOMON BACK BAY
WESTPEAK LOOMIS STRATEGIC ADVISORS BROTHERS ADVISORS
GROWTH EQUITY- SAYLES BOND BOND U.S. MONEY
AND INCOME INCOME BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
---------- ------- -------- ------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................... -2.90% -3.43%
1984................... 11.50 9.37
1985................... 17.46 7.05
1986................... -7.67% 13.61 5.62
1987................... -2.30 1.17 5.35
1988................... 20.55 7.12 6.40
1989................... 18.24 11.18 8.05
1990................... -17.29 7.00 7.00
1991................... 30.02 17.29 5.57
1992................... 15.64 7.57 3.16
1993................... 6.74% 17.07 11.99 2.34
1994................... -2.65 6.30 -6.30% -7.62% -4.99 -5.65% 2.44
1995................... 35.64 35.16 24.05 18.50 19.72 13.74 4.10
Cumulative Return....... 40.94 168.98 16.23 9.48 199.34 7.31 83.94
Annual Effective Rate of
Return................. 13.72 11.39 13.79 8.08 9.29 6.25 5.06
</TABLE>
<TABLE>
<CAPTION>
LEHMAN
INTERMEDIATE
GOVERNMENT/
DOW JONES S&P 500 CORPORATE CONSUMER
INDUSTRIAL STOCK BOND PRICE
AVERAGE(2) INDEX(3) INDEX(4) INDEX(5)
---------- -------- ------------ --------
<S> <C> <C> <C> <C>
As of December 31:
1983................................ 5.89% 1.71% 4.50% 1.07%
1984................................ 1.30 6.22 14.38 3.95
1985................................ 33.55 31.64 18.05 3.80
1986................................ 27.10 18.62 13.12 1.10
1987................................ 5.48 5.21 3.67 4.43
1988................................ 16.14 16.50 6.78 4.42
1989................................ 32.19 31.59 12.76 4.65
1990................................ -1.00 -3.12 9.17 6.11
1991................................ 24.19 30.34 14.63 3.06
1992................................ 7.39 7.61 7.17 2.90
1993................................ 16.97 10.06 8.79 2.75
1994................................ 5.06 1.31 -1.95 2.78
1995................................ 36.83 37.45 15.31 2.54
Cumulative Return.................... 557.53 471.03 230.41 53.19
Annual Effective Rate of Return...... 16.50 15.17 10.18 3.52
</TABLE>
II-9
<PAGE>
- ----------
NOTES:
(1) The Contract Value, surrender value and annual percentage change figures
assume reinvestment of dividends and capital gain distributions. The
Contract Value figures are net of all deductions and expenses except
premium tax. Each surrender value shown equals the Contract Value less any
applicable Contingent Deferred Sales Charge and a pro rata portion of the
annual $30 Administration Contract Charge. (See "Administration Charges,
Contingent Deferred Sales and Other Deductions.") 1983 figures for the
Capital Growth, Back Bay Advisors Bond Income and Back Bay Advisors Money
Market Series are from September 1 through December 31, 1983. The 1986
figure for the Equity-Income Portfolio is from November 1, 1986 through
December 31, 1986; the 1987 figure for the Overseas Portfolio is from
February 1, 1987 through December 31, 1987. The 1993 figures for the
Loomis Sayles Avanti Growth and Westpeak Growth and Income Series are from
May 1, 1993 through December 31, 1993. The 1994 figure for the Loomis
Sayles Small Cap Series is from May 2, 1994 through December 31, 1994. The
1994 figures for the other Zenith Fund Series are from November 1, 1994
through December 31, 1994.
(2) The Dow Jones Industrial Average is an unmanaged index of 30 large
industrial stocks traded on the New York Stock Exchange. The annual
percentage change figures have been adjusted to reflect reinvestment of
dividends. 1983 figures are from September 1 through December 31, 1983.
(3) The S&P 500 Stock Index is an unmanaged weighted index of the stock
performance of 500 industrial, transportation, utility and financial
companies. The annual percentage change figures have been adjusted to
reflect reinvestment of dividends. 1983 figures are from September 1
through December 31, 1983.
(4) The Lehman Intermediate Government/Corporate Bond Index is a subset of the
Lehman Government/Corporate Bond Index covering all issues with maturities
between 1 and 10 years which is comprised of taxable, publicly issued,
non-convertible debt obligations issued or guaranteed by the U.S.
Government or its agencies and another Lehman Index that is comprised of
taxable, fixed rate publicly issued, investment grade non-convertible
corporate debt obligations. 1983 figures are from September 1 through
December 31, 1983.
(5) The Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, is a statistical measure of changes, over time, in the prices
of goods and services. 1983 figures are from September 1 through December
31, 1983.
II-10
<PAGE>
The chart below illustrates what would have been the change in value of a
$100 monthly investment in each of the Eligible Funds if monthly purchase
payments for a Contract had been made on the first day of each month starting
with September 1, 1983 for the Capital Growth, Back Bay Advisors Bond Income
and Back Bay Advisors Money Market Series; November 1, 1986 for the Equity-
Income Portfolio; February 1, 1987 for the Overseas Portfolio; May 1, 1993 for
the Loomis Sayles Avanti Growth and Westpeak Growth and Income Series; May 2,
1994 for the Loomis Sayles Small Cap Series; and November 1, 1994 for the
Draycott International Equity, Alger Equity Growth, Davis Venture Value,
Loomis Sayles Balanced, Salomon Brothers Strategic Bond Opportunities and
Salomon Brothers U.S. Government Series. The figures shown do not reflect the
deduction of any premium tax charge, and only surrender values, not Contract
Values, reflect the deduction of any applicable Contingent Deferred Sales
Charge. Each purchase payment is divided by the Accumulation Unit Value of
each sub-account on the date of the investment to calculate the number of
Accumulation Units purchased. The total number of units under the Contract is
reduced on each Contract anniversary as a result of the $30 Administration
Contract Charge, as described in the illustrations of average annual total
return. The Contract Value and the surrender value are calculated according to
the methods described in the preceding examples. The annual effective rate of
return in this illustration represents the compounded annual rate that the
hypothetical purchase payments shown would have had to earn in order to
produce the Contract Value and surrender value illustrated on December 31,
1995. In other words, the annual effective rate of return is the rate which,
when added to 1 and raised to a power equal to the number of months for which
the payment is invested divided by twelve, and multiplied by the payment
amount, for all monthly payments, would yield the contract value or surrender
value on the ending date of the illustration.
INVESTMENT RESULTS
SEPTEMBER 1, 1983--DECEMBER 31, 1995 (CAPITAL GROWTH, BOND INCOME AND MONEY
MARKET SERIES)
(NOVEMBER 1, 1986--DECEMBER 31, 1995 FOR EQUITY-INCOME PORTFOLIO AND FEBRUARY
1, 1987--DECEMBER 31, 1995 FOR OVERSEAS PORTFOLIO)
(MAY 2, 1994--DECEMBER 31, 1995 FOR LOOMIS SAYLES SMALL CAP SERIES)
(NOVEMBER 1, 1994--DECEMBER 31, 1995 FOR ALL OTHER ZENITH FUND SERIES)
<TABLE>
<CAPTION>
CONTRACT VALUE
------------------------------------------------------------------------------
LOOMIS LOOMIS
SAYLES DRAYCOTT ALGER SAYLES DAVIS
CUMULATIVE SMALL INTERNATIONAL EQUITY CAPITAL AVANTI VENTURE
PAYMENTS* CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE
---------- --------- ------------- ----------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 400 $ 408.55
1984............ 1,600 1,652.90
1985............ 2,800 4,286.49
1986............ 4,000 9,785.53
1987............ 5,200 $ 1,004.85 15,914.69
1988............ 6,400 2,337.75 15,465.64
1989............ 7,600 4,204.39 21,368.41
1990............ 8,800 5,221.07 21,339.67
1991............ 10,000 6,776.73 33,870.55
1992............ 11,200 7,031.48 32,583.40
1993............ 12,400 10,871.79 38,213.23 $ 847.63
1994............ 13,600 $776.30 $203.73 11,984.99 $196.35 35,878.20 2,000.60 $198.56
1995............ 14,800 2,339.76 1,444.82 14,372.45 1,676.26 50,780.60 3,920.45 1,641.50
Annual Effective
Rate of Return... 19.16% 5.16% 6.47% 32.46% 18.54% 15.40% 28.32%
<CAPTION>
CONTRACT VALUE
--------------------------------------------------------------------------------
WESTPEAK SALOMON BRO- BACK BAY SALOMON BACK BAY
GROWTH LOOMIS THERS STRA- ADVISORS BROTHERS ADVISORS
AND EQUITY- SAYLES TEGIC BOND BOND U.S. MONEY
INCOME INCOME BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
--------- ----------- --------- ------------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 404.51 $ 406.73
1984............ 1,720.39 1,673.10
1985............ 3,304.00 2,998.89
1986............ $ 195.01 4,981.88 4,361.45
1987............ 1,212.40 6,207.06 5,787.75
1988............ 2,691.26 7,827.20 7,353.43
1989............ 4,391.26 9,909.41 9,143.25
1990............ 4,714.30 11,804.98 10,968.40
1991............ 7,417.83 15,034.52 12,691.67
1992............ 9,828.50 17,270.47 14,180.13
1993............ $ 848.54 12,716.94 20,402.48 15.585.77
1994............ 1,997.99 14,615.73 $200.66 $196.45 20,560.58 $200.74 17,181.74
1995............ 4,068.94 20,969.03 1,549.93 1,510.09 25,920.26 1,474.16 19,112.51
Annual Effective
Rate of Return... 18.37% 13.58% 17.46% 12.68% 8.68% 8.60% 4.03%
</TABLE>
- -----
* Cumulative payments as of December 31, 1995 would be $11,000 for Equity-
Income, $10,700 for Overseas, $3,200 for Loomis Sayles Avanti Growth and
Westpeak Growth and Income, $2,000 for Loomis Sayles Small Cap, and $1,400
for each of the other Zenith Fund series.
II-11
<PAGE>
<TABLE>
<CAPTION>
SURRENDER VALUE
-----------------------------------------------------------------
LOOMIS
LOOMIS DRAYCOTT ALGER SAYLES
CUMULATIVE SAYLES INTERNATIONAL EQUITY CAPITAL AVANTI
PAYMENTS* SMALL CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH
---------- --------- ------------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 400 $ 375.23
1984............ 1,600 1,554.18
1985............ 2,800 4,064.80
1986............ 4,000 9,455.53
1987............ 5,200 $ 920.18 15,488.69
1988............ 6,400 2,185.50 14,943.64
1989............ 7,600 3,970.13 20,750.41
1990............ 8,800 4,959.86 20,753.77
1991............ 10,000 6,475.88 33,251.06
1992............ 11,200 6,751.84 32,280.23
1993............ 12,400 10,502.69 38,203.23 $ 779.21
1994............ 13,600 $ 712.06 $ 187.11 11,634.64 $ 180.15 35,868.20 1,873.64
1995............ 14,800 2,194.49 1,362.07 14,086.74 1,581.01 50,770.60 3,707.38
Annual Effective
Rate of Return... 11.03% -4.32% 6.03% 21.08% 18.54% 11.04%
<CAPTION>
SURRENDER VALUE
----------------------------------------------------------------------------------------
WESTPEAK BACK BAY BACK BAY
DAVIS GROWTH LOOMIS SALOMON ADVISORS SALOMON ADVISORS
VENTURE AND EQUITY- SAYLES BROTHERS BOND BOND BROTHERS US MONEY
VALUE INCOME INCOME BALANCED OPPORTUNITIES INCOME GOVT MARKET
--------- --------- ---------- --------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 371.43 $ 373.52
1984............ 1,618.03 1,573.30
1985............ 3,130.95 2,840.94
1986............ $ 178.90 4,748.14 4,155.63
1987............ 1,142.20 5,946.08 5,543.75
1988............ 2,553.29 7,535.78 7,079.07
1989............ 4,188.87 9,587.58 8,845.55
1990............ 4,518.57 11,476.52 10,662.52
1991............ 7,145.96 14,754.08 12,453.40
1992............ 9,514.06 17,105.13 14,042.59
1993............ $ 780.07 12,368.71 20,392.48 15,575.77
1994............ $ 182.24 1,871.18 14,347.74 $ 184.22 $ 180.25 20,550.58 $ 184.29 17,171.74
1995............ 1,548.13 3,848.52 20,775.35 1,461.50 1,423.81 25,910.26 1,389.83 19,102.51
Annual Effective
Rate of Return... 17.19% 13.94% 13.39% 7.08% 2.73% 8.68% -1.16% 4.03%
</TABLE>
- -----
* Cumulative payments as of December 31, 1995 would be $11,000 for Equity-
Income, $10,700 for Overseas, $3,200 for Loomis Sayles Avanti Growth and
Westpeak Growth and Income, $2,000 for Loomis Sayles Small Cap, and $1,400
for each of the other Zenith Fund series.
II-12
<PAGE>
As discussed in the prospectus in the third to the last paragraph of the
section entitled "Investment Experience Information," the Variable Account may
illustrate historical investment performance by showing the percentage change
in unit value and the annual effective rate of return of each sub-account of
the Variable Account for every calendar year since inception of the
corresponding Eligible Funds to the date of the illustration and for the 10, 5
and 1 year periods and the year-to-date period ending with the date of the
illustration. Examples of such illustrations follow. Such illustrations do not
reflect the impact of any Contingent Deferred Sales Charge or the annual $30
Administration Contract Charge. The method of calculating the percentage
change in unit value is described in the prospectus under "Investment
Experience Information." The annual effective rate of return in these
illustrations is calculated by dividing the unit value at the end of the
period by the unit value at the beginning of the period, raising this quantity
to the power of 1/n (where n is the number of years in the period), and then
subtracting 1.
Set forth on the following pages are illustrations of the percentage change
in unit value information and annual effective rate of return information
discussed above that may appear in the Variable Account's Annual and Semi-
Annual Reports and in other illustrations of historical investment
performance. Such illustrations do not reflect the impact of any Contingent
Deferred Sales Charge or the annual $30 Administration Contract Charge.
LOOMIS SAYLES SMALL CAP SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
May 1, 1994................................................ 1 --
December 31, 1994.......................................... 0.951213 -4.9%
December 31, 1995.......................................... 1.219149 28.2%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 8 months ended December 31, 1995..................... 21.9% 12.6%
1 year ended December 31, 1995............................... 28.2% 28.2%
</TABLE>
DRAYCOTT INTERNATIONAL EQUITY SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 1.019591 2.0%
December 31, 1995.......................................... 1.077837 5.7%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 7.8% 6.6%
1 year ended December 31, 1995............................... 5.7% 5.7%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-13
<PAGE>
OVERSEAS SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
January 28, 1987........................................... 1.000000 --
December 31, 1987.......................................... .934480 -6.6%
December 31, 1988.......................................... 1.010547 8.1%
December 31, 1989.......................................... 1.235990 22.3%
December 31, 1990.......................................... 1.204901 -2.5%
December 31, 1991.......................................... 1.283814 6.5%
December 31, 1992.......................................... 1.130753 -11.9%
December 31, 1993.......................................... 1.532303 35.5%
December 31, 1994.......................................... 1.529809 -0.2%
December 31, 1995.......................................... 1.675625 9.5%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
7 years, 11 months ended December 31, 1995................... 67.6% 6.0%
5 years ended December 31, 1995.............................. 39.1% 6.8%
1 year ended December 31, 1995............................... 9.5% 9.5%
</TABLE>
ALGER EQUITY GROWTH SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 0.942751 -5.7%
December 31, 1995.......................................... 1.404202 48.9%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 40.4% 33.8%
1 year ended December 31, 1995............................... 48.9% 48.9%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-14
<PAGE>
CAPITAL GROWTH SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
August 26, 1983............................................ 1.000000 --
December 31, 1983.......................................... 1.083495 8.3%
December 31, 1984.......................................... 1.065136 -1.7%
December 31, 1985.......................................... 1.766488 65.8%
December 31, 1986.......................................... 3.402150 92.6%
December 31, 1987.......................................... 5.125504 50.7%
December 31, 1988.......................................... 4.610685 -10.0%
December 31, 1989.......................................... 5.985984 29.8%
December 31, 1990.......................................... 5.665855 -5.3%
December 31, 1991.......................................... 8.607664 51.9%
December 31, 1992.......................................... 7.978068 -7.3%
December 31, 1993.......................................... 9.049554 13.4%
December 31, 1994.......................................... 8.236304 -9.0%
December 31, 1995.......................................... 11.343893 37.7%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
12 years, 4 months ended December 31, 1995................... 1,034.4% 21.7%
10 years ended December 31, 1995............................. 542.2% 20.4%
5 years ended December 31, 1995.............................. 100.2% 14.9%
1 year ended December 31, 1995............................... 37.7% 37.7%
</TABLE>
LOOMIS SAYLES AVANTI GROWTH SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1993............................................. 1.000000 --
December 31, 1993.......................................... 1.137039 13.7%
December 31, 1994.......................................... 1.106525 -2.7%
December 31, 1995.......................................... 1.442289 30.3%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
2 years, 8 months ended December 31, 1995.................... 44.2% 14.7%
1 year ended December 31, 1995............................... 30.3% 30.3%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-15
<PAGE>
DAVIS VENTURE VALUE SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 0.96572 -3.4%
December 31, 1995.......................................... 1.331068 37.8%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 33.1% 27.8%
1 year ended December 31, 1995............................... 37.8% 37.8%
</TABLE>
WESTPEAK GROWTH AND INCOME SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1993............................................. 1.000000 --
December 31, 1993.......................................... 1.132111 13.2%
December 31, 1994.......................................... 1.099884 -2.8%
December 31, 1995.......................................... 1.487750 35.3%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
2 years, 8 months ended December 31, 1995.................... 48.8% 16.0%
1 year ended December 31, 1995............................... 35.3% 35.3%
</TABLE>
EQUITY-INCOME SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 9, 1986............................................ 1.000000 --
December 31, 1986.......................................... .998929 -0.1%
December 31, 1987.......................................... .974348 -2.5%
December 31, 1988.......................................... 1.171943 20.3%
December 31, 1989.......................................... 1.382175 17.9%
December 31, 1990.......................................... 1.141297 -17.4%
December 31, 1991.......................................... 1.480005 29.7%
December 31, 1992.......................................... 1.706687 15.3%
December 31, 1993.......................................... 1.991856 16.7%
December 31, 1994.......................................... 2.101033 5.5%
December 31, 1995.......................................... 2.817175 34.1%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-16
<PAGE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
9 years, 2 months ended December 31, 1995................... 181.7% 11.9%
5 years ended December 31, 1995............................. 146.8% 19.8%
1 year ended December 31, 1995.............................. 34.1% 34.1%
</TABLE>
LOOMIS SAYLES BALANCED SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 0.995641 -0.4%
December 31, 1995.......................................... 1.232234 23.8%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 23.2% 19.6%
1 year ended December 31, 1995............................... 23.8% 23.8%
</TABLE>
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 0.981684 -1.8%
December 31, 1995.......................................... 1.160788 18.2%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 16.1% 13.6%
1 year ended December 31, 1995............................... 18.2% 18.2%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-17
<PAGE>
BACK BAY ADVISORS BOND INCOME SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ---------
<S> <C> <C>
August 26, 1983......................................... 1.000000 --
December 31, 1983....................................... 1.025551 2.6%
December 31, 1984....................................... 1.141109 11.3%
December 31, 1985....................................... 1.337005 17.2%
December 31, 1986....................................... 1.514752 13.3%
December 31, 1987....................................... 1.528314 0.9%
December 31, 1988....................................... 1.632495 6.8%
December 31, 1989....................................... 1.809536 10.8%
December 31, 1990....................................... 1.930406 6.7%
December 31, 1991....................................... 2.246568 16.4%
December 31, 1992....................................... 2.397657 6.7%
December 31, 1993....................................... 2.663825 11.1%
December 31, 1994....................................... 2.533842 -4.9%
December 31, 1995....................................... 3.036590 19.8%
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
------------ ---------
<S> <C> <C>
12 years, 4 months ended December 31, 1995.............. 203.7% 9.4%
10 years ended December 31, 1995........................ 127.1% 8.5%
5 years ended December 31, 1995......................... 57.3% 9.5%
1 year ended December 31, 1995.......................... 19.8% 19.8%
</TABLE>
SALOMON BROTHERS U.S. GOVERNMENT SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994........................................... 1 --
December 31, 1994.......................................... 1.002614 0.3%
December 31, 1995.......................................... 1.137909 13.5%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1995..................... 13.8% 11.7%
1 year ended December 31, 1995............................... 13.5% 13.5%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-18
<PAGE>
BACK BAY ADVISORS MONEY MARKET SUB-ACCOUNT
ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
August 26, 1983............................................ 1.000000 --
December 31, 1983.......................................... 1.028062 2.8%
December 31, 1984.......................................... 1.122053 9.1%
December 31, 1985.......................................... 1.198477 6.8%
December 31, 1986.......................................... 1.262853 5.4%
December 31, 1987.......................................... 1.327245 5.1%
December 31, 1988.......................................... 1.408658 6.1%
December 31, 1989.......................................... 1.518070 7.8%
December 31, 1990.......................................... 1.619846 6.7%
December 31, 1991.......................................... 1.697425 4.8%
December 31, 1992.......................................... 1.738206 2.4%
December 31, 1993.......................................... 1.765866 1.6%
December 31, 1994.......................................... 1.811950 2.6%
December 31, 1995.......................................... 1.889333 4.3%
</TABLE>
PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*
<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
12 years, 4 months ended December 31, 1995................... 88.9% 5.3%
10 years ended December 31, 1995............................. 57.6% 4.7%
5 years ended December 31, 1995.............................. 16.6% 3.1%
1 year ended December 31, 1995............................... 4.3% 4.3%
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge or the annual $30 Administration Contract Charge.
II-19
<PAGE>
NET INVESTMENT FACTOR
The net investment factor ("Net Investment Factor") for each sub-account is
determined on each day on which the New York Stock Exchange is open for
trading as follows:
(1) The net asset value per share of the Eligible Fund held in the sub-
account determined as of the close of regular trading on the New York Stock
Exchange on a particular day;
(2) Plus the per share amount of any dividend or capital gains
distribution made by the Eligible Fund since the close of regular trading
on the New York Stock Exchange on the preceding trading day;
(3) Is divided by the net asset value per share of the Eligible Fund as
of the close of regular trading on the New York Stock Exchange on the
preceding trading day; and
(4) Finally, the daily charges for the Administration Asset Charge and
Mortality and Expense Risk Charge that have accumulated since the close of
regular trading on the New York Stock Exchange on the preceding trading day
are subtracted. (See "Administration Charges, Contingent Deferred Sales
Charge and Other Deductions" in the prospectus.) On an annual basis, the
total deduction for such charges equals 1.35% of the daily net asset value
of the Variable Account.
ANNUITY PAYMENTS
At annuitization, the Contract Value is applied toward the purchase of
monthly variable annuity payments. The amount of these payments will be
determined on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
age of the Payee at annuitization, (ii) the assumed interest rate selected,
(iii) the type of payment option selected, and (iv) the investment performance
of the Eligible Fund selected.
When a variable payment option is selected, the Contract proceeds will be
applied at annuity purchase rates, which vary depending on the particular
option selected and the age of the Payee, to calculate the basic payment level
purchased by the Contract Value. With respect to Contracts issued in New York
or Oregon for use in situations not involving an employer-sponsored plan,
annuity purchase rates used to calculate the basic payment level will also
reflect the sex of the Payee when the payment option involves a life
contingency. The impact of the choice of option and the sex and age of the
Payee on the level of annuity payments is described in the prospectus under
"Amount of Variable Annuity Payments".
The amount of the basic payment level is determined by applying the
applicable annuity purchase rate to the amount applied from each sub-account
to provide the annuity. This basic payment level is converted into annuity
units, the number of which remains constant. Each monthly annuity payment is
in an amount equal to that number of annuity units multiplied by the
applicable annuity unit value for that payment (described below). The
applicable annuity unit value for each sub-account will change from day to day
depending upon the investment performance of the sub-account, which in turn
depends upon the investment performance of the Eligible Fund in which the sub-
account invests.
The selection of an assumed interest rate ("Assumed Interest Rate") will
affect both the basic payment level and the amount by which subsequent
payments increase or decrease. The basic payment level is calculated on the
assumption that the Net Investment Factors applicable to the Contract will be
equivalent on an annual basis to a net investment return at the Assumed
Interest Rate. If this assumption is met following the date any payment is
determined, then the amount of the next payment will be exactly equal to the
amount of the preceding payment. If the actual Net Investment Factors are
equivalent to a net investment return greater than the Assumed Interest Rate,
the next payment will be larger than the preceding one; if the actual Net
Investment Factors are equivalent to a net investment return smaller than the
Assumed Interest Rate, then the next payment will be smaller than the
preceding payment. The definition of the Assumed Interest Rate, and the effect
of the level of the Assumed Interest Rate on the amount of monthly payments is
explained in the prospectus under "Amount of Variable Annuity Payments".
The number of annuity units credited under a variable payment option is
determined as follows:
(1) The proceeds under a deferred Contract, or the net purchase payment
under an immediate Contract (at such time as immediate Contracts may be made
available), are applied at the Company's annuity purchase rates for the
selected
II-20
<PAGE>
Assumed Interest Rate to determine the basic payment level. (The amount of
Contract Value or Death Proceeds applied will be reduced by any applicable
Contingent Deferred Sales Charge, Administration Contract Charge and the
amount of any outstanding loan plus accrued interest.)
(2) The number of annuity units is determined by dividing the amount of the
basic payment level by the applicable annuity unit value(s) next determined
following the date of application of proceeds (in the case of a deferred
Contract) or net purchase payment (in the case of an immediate Contract.)
The dollar amount of the initial payment will be at the basic payment level
(if the initial payment is due more than 14 days after the proceeds are
applied, the Company will add interest to that initial payment.) The dollar
amount of each subsequent payment is determined by multiplying the number of
annuity units by the applicable annuity unit value which is determined at
least 14 days before the payment is due.
The value of an annuity unit for each sub-account depends on the Assumed
Interest Rate and on the Net Investment Factors applicable at the time of
valuation. The initial annuity unit values were set at $1.00 effective on or
about the date on which shares of the corresponding Eligible Funds were first
publicly available. The Net Investment Factor and, therefore, changes in the
value of an annuity unit under a variable payment option, reflect the
deduction of the Mortality and Expense Risk Charge and Administration Asset
Charge. (See "Net Investment Factor" above.)
The annuity unit value for each sub-account is equal to the corresponding
annuity unit value for the sub-account previously determined multiplied by the
applicable Net Investment Factor for that sub-account for the New York Stock
Exchange trading day then ended, and further multiplied by the assumed
interest factor ("Assumed Interest Factor") for each day of the valuation
period. The Assumed Interest Factor represents the daily equivalent of the
Contract's annual Assumed Interest Rate. In the calculation of annuity unit
values, the Assumed Interest Factor has the effect of reducing the Net
Investment Factor by an amount equal to the daily equivalent of the Contract's
Assumed Interest Rate. The result of this adjustment is that if the Net
Investment Factor for a valuation period is greater (when expressed as an
annual net investment return) than the Assumed Interest Rate, the annuity unit
value will increase. If the Net Investment Factor for the period is less (when
expressed as an annual net investment return) than the Assumed Interest Rate,
the annuity unit value will decrease. At an Assumed Interest Rate of 3.5%, the
Assumed Interest Factor is .9999058. Assumed Interest Factors for other
Assumed Interest Rates are computed on a consistent basis.
An illustration of annuity income payments under various hypothetical and
historical rates appear below. The monthly equivalents of the hypothetical
annual net returns of 0%, 5.73%, 6%, 8% and 10% shown in the tables at pages
II-23 and II-24 are 0%, 0.47%, 0.49%, 0.64% and 0.80%.
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS
The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. The tables illustrate how monthly annuity income
payments would vary over time if the return on assets in the selected
portfolios were a uniform gross annual rate of 0%, 5.73%, 6%, 8% or 10%. The
values would be different from those shown if the returns averaged 0%, 5.73%,
6%, 8% or 10%, but fluctuated over and under those averages throughout the
years.
The tables reflect the daily charge to the sub-accounts for assuming
mortality and expense risks, which is equivalent to an annual charge of .95%
and the daily administrative charge which is equivalent to an annual charge of
0.40%. The amounts shown in the tables also take into account the Eligible
Funds' management fees and operating expenses which are assumed to be at an
annual rate of .78% of the average daily net assets of the Eligible Funds.
Actual fees and expenses of the Eligible Funds associated with your Contract
may be more or less than .78%, will vary from year to year, and will depend on
how you allocate your Contract Value. See the section in your current
prospectus entitled "Expense Table" for more complete details. The monthly
annuity income payments illustrated are on a pre-tax basis. The federal income
tax treatment of annuity income considerations is generally described in the
section of your current prospectus entitled "Federal Income Tax Status."
II-21
<PAGE>
The tables show both the gross rate and the net rate. The difference between
gross and net rates represents the 1.35% for mortality and expense risk and
administrative charges and the assumed .78% for investment management and
operating expenses. Since these charges are deducted daily from assets, the
difference between the gross and net rate is not exactly 2.14%.
Two tables follow. The first table assumes that 100% of the Contract Value
is allocated to a variable annuity income option, the second assumes that 50%
of the Contract Value is placed under a fixed annuity income option, using the
fixed crediting rate the Company offered on the fixed annuity income option at
the date of the illustration. Both illustrations assume that the final value
of the accumulation account is $100,000 and is applied at age 65 to purchase a
life annuity for a guaranteed period of 10 years certain and life thereafter.
When part of the Contract Value has been allocated to the fixed annuity
income option, the guaranteed minimum annuity income payment resulting from
this allocation is also shown. The illustrated variable annuity income
payments are determined through the use of standard mortality tables and an
assumed interest rate of 3.5% per year. Thus, actual performance greater than
3.5% per year will result in increasing annuity income payments and actual
performance less than 3.5% per year will result in decreasing annuity income
payments. The Company offers alternative Assumed Interest Rates from which you
may select. Fixed annuity income payments remain constant. Initial monthly
annuity income payments under a fixed annuity income payout are generally
higher than initial payments under a variable income payout option.
These tables show the monthly income payments for several hypothetical
constant assumed interest rates. Of course, actual investment performance will
not be constant and may be volatile. Actual monthly income amounts would
differ from those shown if the actual rate of return averaged the rate shown
over a period of years, but also fluctuated above or below those averages for
individual contract years. Upon request, and when you are considering an
annuity income option, the Company will furnish a comparable illustration
based on your individual circumstances.
II-22
<PAGE>
ANNUITY PAY-OUT ILLUSTRATION
(100% VARIABLE PAYOUT)
<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/96
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>
FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $661.00
ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.
ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN
CONSTANT: 3.50%
VARIABLE MONTHLY ANNUITY INCOME PAYMENT ON THE DATE OF THE
ILLUSTRATION: $581.00
MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.
<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
----------------------------------------------
GROSS 0% 5.73% 6% 8% 10%
PAYMENT CALENDAR ----- ----------------- -------- -------- ----------
YEAR YEAR AGE NET** -2.11% 3.50% 3.77% 5.72% 7.68%
- ------- -------- --- ----- ----------------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1996 65 581.00 581.00 581.00 581.00 581.00
2 1997 66 549.52 581.00 582.50 593.49 604.48
3 1998 67 519.75 581.00 583.99 606.24 628.90
4 1999 68 491.59 581.00 585.50 619.27 654.32
5 2000 69 464.96 581.00 587.00 632.58 680.76
10 2005 74 351.93 581.00 594.50 703.54 829.87
15 2010 79 266.38 581.00 602.29 782.46 1,011.65
20 2015 84 201.63 581.00 610.08 870.23 1,233.25
</TABLE>
IT IS EMPHASIZED THAT THE ASSUMED RATES OF RETURN SHOWN ABOVE ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE.
ACTUAL PERFORMANCE RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY
THE CONTRACT OWNER AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED.
THE AMOUNT OF THE INCOME PAYMENT WOULD BE DIFFERENT FROM THAT SHOWN IF THE
ACTUAL PERFORMANCE AVERAGED THE ASSUMED RATES OF RETURN SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. SINCE IT IS HIGHLY LIKELY THAT PERFORMANCE WILL
FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME (BASED ON THE VARIABLE ACCOUNT)
WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS
THAT THIS HYPOTHETICAL PERFORMANCE CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
- --------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period, payments
will be continued for the balance of the Certain Period. The cumulative
amount of income payments received under the annuity depends on how long the
Annuitant lives after the Certain Period. An annuity pools the mortality
experience of Annuitants. Annuitants who die earlier, in effect, subsidize
the payments for those who live longer.
** The illustrated Net Assumed Rates of Return reflect the deduction of
average fund expenses and the 1.35% Mortality and Expense Risk and
Administration Asset Charges from the Gross Rates of Return.
II-23
<PAGE>
ANNUITY PAY-OUT ILLUSTRATION
(50% VARIABLE--50% FIXED PAYOUT)
<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/96
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>
FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $661.00
ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 50% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT AND 50% TO FIXED PAYOUT
ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN
CONSTANT: 3.50%
MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE, BUT WILL NEVER
BE LESS THAN: $330.50. THE MONTHLY GUARANTEED PAYMENT OF $330.50 IS BEING
PROVIDED BY THE $50,000 APPLIED UNDER THE FIXED ANNUITY OPTION.
<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-------------------------------------------------
GROSS 0% 5.73% 6% 8% 10%
PAYMENT CALENDAR ----- --------- --------- --------- --------- ---------
YEAR YEAR AGE NET** -2.11% 3.50% 3.77% 5.72% 7.68%
- ------- -------- --- ----- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1996 65 621.00 621.00 621.00 621.00 621.00
2 1997 66 605.26 621.00 621.75 627.24 632.74
3 1998 67 590.37 621.00 622.50 633.62 644.95
4 1999 68 576.29 621.00 623.25 640.13 657.66
5 2000 69 562.98 621.00 624.00 646.79 670.88
10 2005 74 506.47 621.00 627.80 682.27 745.44
15 2010 79 463.69 621.00 631.64 721.73 836.33
20 2015 84 431.31 621.00 635.54 765.61 947.13
</TABLE>
IT IS EMPHASIZED THAT THE ASSUMED RATES OF RETURN SHOWN ABOVE ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE.
ACTUAL PERFORMANCE RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY
THE CONTRACT OWNER AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED.
THE AMOUNT OF THE INCOME PAYMENT WOULD BE DIFFERENT FROM THAT SHOWN IF THE
ACTUAL PERFORMANCE AVERAGED THE ASSUMED RATES OF RETURN SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. SINCE IT IS HIGHLY LIKELY THAT PERFORMANCE WILL
FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME (BASED ON THE VARIABLE ACCOUNT)
WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS
THAT THIS HYPOTHETICAL PERFORMANCE CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
- --------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period, payments
will be continued for the balance of the Certain Period. The cumulative
amount of income payments received under the annuity depends on how long the
Annuitant lives after the Certain Period. An annuity pools the mortality
experience of Annuitants. Annuitants who die earlier, in effect, subsidize
the payments for those who live longer.
** The illustrated Net Assumed Rates of Return apply only to the variable
portion of the monthly payment and reflect the deduction of average fund
expenses and the 1.35% Mortality and Expense Risk and Administration Asset
Charges from the Gross Rate of Return.
II-24
<PAGE>
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS
The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. In comparison with hypothetical illustrations based
on a uniform annual rate of return, the table uses historical annual returns
to illustrate that monthly annuity income payments vary over time based on
fluctuations in annual returns.
The tables reflect the daily charge to the sub-accounts for assuming
mortality and expense risks, which is equivalent to an annual charge of .95%
and the daily administrative charge which is equivalent to an annual charge of
.40%. The amounts shown in the tables also take into account the actual
Eligible Funds' management fees and operating expenses. Actual fees and
expenses of the Eligible Funds associated with your Contract may be more or
less than the historical fees, will vary from year to year, and will depend on
how you allocate your Contract Value. See the section in your current
prospectus entitled "Expense Table" for more complete details. The monthly
annuity income payments illustrated are on a pre-tax basis. The federal income
tax treatment of annuity income considerations is generally described in the
section of your current prospectus entitled "Federal Income Tax Status."
The following tables assume that 100% of the Contract Value is allocated to
a variable annuity income option, that the final value of the accumulation
account is $100,000 and is applied at age 65 to purchase a life annuity for a
guaranteed period of 10 years certain and life thereafter. The table assumes
that the Annuitant was age 65 in 1983, the year of inception for the Capital
Growth, Back Bay Advisors Bond Income and Back Bay Advisors Money Market
Series, and that the Annuitant's age had increased by the time the other
Eligible Funds became available. The historical variable annuity income
payments are based on an assumed interest rate of 3.5% per year. Thus, actual
performance greater than 3.5% per year resulted in an increased annuity income
payment and actual performance less than 3.5% per year resulted in a decreased
annuity income payment. The Company offers alternative Assumed Interest Rates
(AIR) from which you may select: 0% and 5%. An AIR of 0% will result in a
lower initial payment than a 3.5% or 5% AIR. Similarly, an AIR of 5% will
result in a higher initial premium than a 0% or 3.5% AIR.
The table illustrates the amount of the first monthly payment for each year
shown. During each year, the monthly payments would vary to reflect
fluctuations in the actual rate of return on the Eligible Funds. Upon request,
and when you are considering an annuity income option, the Company will
furnish a comparable illustration based on your individual circumstances.
II-25
<PAGE>
ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)
<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/96
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>
FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED: FOR AGE 65: $661; FOR AGE 68: $699; FOR AGE 69: $713;
AND FOR AGE 75: $806.
ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.
ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN
CONSTANT: 3.50%
MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:
<TABLE>
<CAPTION>
LOOMIS WESTPEAK
LOOMIS DRAYCOTT ALGER SAYLES DAVIS GROWTH
PAYMENT CALENDAR SAYLES INTERNATIONAL FIDELITY EQUITY CAPITAL AVANTI VENTURE AND
YEAR YEAR AGE SMALL CAP EQUITY OVERSEAS GROWTH GROWTH GROWTH VALUE INCOME
- ------- -------- --- --------- ------------- -------- --------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1983 65 $ 581.00
2 1984 66 601.36
3 1985 67 569.73
4 1986 68 912.93
5 1987 69 $642.00 1,698.78
6 1988 70 581.39 2,472.75
7 1989 71 599.19 2,149.71
8 1990 72 721.30 2,679.54
9 1991 73 676.06 2,465.18
10 1992 74 695.98 3,618.49
11 1993 75 592.22 3,240.10 $747.00 $ 747.00
12 1994 76 $765.00 $765.00 775.38 $ 765.00 3,550.97 829.98 $765.00 826.38
13 1995 77 733.73 778.70 751.89 737.42 3,145.80 789.05 732.39 778.25
14 1996 78 901.19 788.57 786.11 1,045.27 4,139.22 980.46 972.43 1,012.42
</TABLE>
INVESTMENT PERFORMANCE RESULTS CONTAINED IN THIS REPORT REPRESENT PAST
PERFORMANCE AND ARE NOT INDICATIVE OF FUTURE RETURNS. THE PERFORMANCE RESULTS
OF A CONTRACT MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY THE CONTRACT OWNER
AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED. SINCE IT IS HIGHLY
LIKELY THAT PERFORMANCE WILL FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME
(BASED ON THE VARIABLE ACCOUNT) WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE
MADE BY THE COMPANY OR THE FUNDS THAT THESE HISTORICAL RETURNS CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: MORTALITY AND
EXPENSE RISK CHARGE AND ADMINISTRATION ASSET CHARGE (1.35%), MANAGEMENT FEES
AND OTHER EXPENSES (These may vary from year to year. The following expenses
are for the year ended December 31, 1995 after giving effect to current
expense caps or deferrals: 1.00% Loomis Sayles Small Cap, 1.30% Draycott
International Equity, 0.90% Alger Equity Growth, 0.70% Capital Growth, 0.85%
Loomis Sayles Avanti Growth, 0.90% Davis Venture Value, 0.85% Westpeak Growth
and Income, 0.40% Westpeak Stock Index, 0.85% Loomis Sayles Balanced, 0.64%
Back Bay Managed, 0.86% Salomon Strategic Bond Opportunities, 0.55% Back Bay
Bond Income, 0.70% Salomon US Government and 0.50% Back Bay Money Market
Series.)
- --------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period, payments
will be continued for the balance of the Certain Period. The cumulative
amount of income payments received under the annuity depends on how long the
Annuitant lives after the Certain Period. An annuity pools the mortality
experience of Annuitants. Annuitants who die earlier, in effect, subsidize
the payments for those who live longer.
II-26
<PAGE>
ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)
<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/96
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>
FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED: FOR AGE 76: $823.
ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.
ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN
CONSTANT: 3.50%
MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:
<TABLE>
<CAPTION>
SALOMON
FIDELITY WESTPEAK LOOMIS STRATEGIC BACK BAY SALOMON BACK BAY
PAYMENT CALENDAR EQUITY- STOCK SAYLES BACK BAY BOND BOND U.S. MONEY
YEAR YEAR AGE INCOME INDEX BALANCED MANAGED OPPORTUNITIES INCOME GOVERNMENT MARKET
- ------- -------- --- -------- --------- -------- --------- ------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1983 65 $ 581.00 $581.00
2 1984 66 593.85 589.21
3 1985 67 637.34 621.82
4 1986 68 $ 626.00 721.50 641.71
5 1987 69 615.48 $ 642.00 $ 642.00 789.77 653.31
6 1988 70 580.03 545.85 617.60 769.90 663.40
7 1989 71 678.42 605.30 644.48 795.21 679.85
8 1990 72 758.88 750.98 731.61 851.26 708.06
9 1991 73 612.74 686.15 719.75 877.02 730.20
10 1992 74 767.71 853.12 824.49 986.14 739.29
11 1993 75 855.28 872.44 838.49 1,016.77 731.38
12 1994 76 964.44 912.49 $765.00 884.40 $765.00 1,091.45 $765.00 717.90
13 1995 77 984.32 879.55 758.20 833.68 748.36 1,005.44 763.51 711.52
14 1996 78 1,267.62 1,147.99 901.95 1,043.17 851.64 1,161.63 837.15 716.92
</TABLE>
INVESTMENT PERFORMANCE RESULTS CONTAINED IN THIS REPORT REPRESENT PAST
PERFORMANCE AND ARE NOT INDICATIVE OF FUTURE RETURNS. THE PERFORMANCE RESULTS
OF A CONTRACT MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY THE CONTRACT OWNER
AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED. SINCE IT IS HIGHLY
LIKELY THAT PERFORMANCE WILL FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME
(BASED ON THE VARIABLE ACCOUNT) WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE
MADE BY THE COMPANY OR THE FUNDS THAT THESE HISTORICAL RETURNS CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: MORTALITY AND
EXPENSE RISK CHARGE AND ADMINISTRATION ASSET CHARGE (1.35%), MANAGEMENT FEES
AND OTHER EXPENSES (These may vary from year to year. The following expenses
are for the year ended December 31, 1995 after giving effect to current
expense caps or deferrals: 1.00% Loomis Sayles Small Cap, 1.30% Draycott
International Equity, 0.90% Alger Equity Growth, 0.70% Capital Growth, 0.85%
Loomis Sayles Avanti Growth, 0.90% Davis Venture Value, 0.85% Westpeak Growth
and Income, 0.40% Westpeak Stock Index, 0.85% Loomis Sayles Balanced, 0.64%
Back Bay Managed, 0.86% Salomon Strategic Bond Opportunities, 0.55% Back Bay
Bond Income, 0.70% Salomon US Government and 0.50% Back Bay Money Market
Series.)
- --------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period, payments
will be continued for the balance of the Certain Period. The cumulative
amount of income payments received under the annuity depends on how long the
Annuitant lives after the Certain Period. An annuity pools the mortality
experience of Annuitants. Annuitants who die earlier, in effect, subsidize
the payments for those who live longer.
II-27
<PAGE>
EXPERTS
The financial statements of The New England Variable Account included in
this Statement of Additional Information have been included herein in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing. The
financial statements of New England Mutual Life Insurance Company as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 included in this Statement of Additional Information, have
been included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. The financial statements of Metropolitan Life
Insurance Company as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein
and have been so included in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting. The Selected Pro
Forma Financial Information for Metropolitan Life Insurance Company as of
March 31, 1996 and 1995 and December 31, 1995 and 1994 and for the three-month
periods ended March 31, 1996 and 1995 and for the years ended December 31,
1995, 1994 and 1993 has not been audited. The interim financial statements of
New England Mutual Life Insurance Company and Metropolitan Life Insurance
Company as of March 31, 1996 and for the three-month periods ended March 31,
1996 and 1995 have not been audited.
LEGAL MATTERS
Legal matters in connection with the Contracts described in this
registration statement have been passed on by Christopher P. Nicholas,
Associate General Counsel of the Company. Sutherland, Asbill & Brennan,
Washington, D.C., have acted as special counsel on certain matters relating to
the Federal securities laws.
FINANCIAL STATEMENTS
The financial statements of Metropolitan Life Insurance Company included
herein should be considered only as bearing upon the ability of Metropolitan
Life Insurance Company to meet its obligations under the Contracts.
The current financial statements of Metropolitan Life Insurance Company are
those as of the end of the first quarter of the most recent fiscal year.
Metropolitan Life Insurance Company generally does not prepare financial
statements for publication more often than annually and believes that any
incremental benefit to prospective Contract Owners that may result from
preparing and delivering more current financial statements, though unaudited,
does not justify the additional cost that would be incurred. In addition,
Metropolitan Life Insurance Company represents that there have been no adverse
changes in its financial condition or operations between the end of the most
current fiscal year and the date of this Statement of Additional Information.
II-28
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Contract Owners of The New England Variable Account
of New England Mutual Life Insurance Company:
We have audited the accompanying statement of assets and liabilities of The
New England Variable Account (comprised of Capital Growth Sub-Account, Bond
Income Sub-Account, Money Market Sub-Account, Stock Index Sub-Account, Managed
Sub-Account, Avanti Growth Sub-Account, Value Growth Sub-Account, Small Cap
Sub-Account, U.S. Government Sub-Account, Balanced Sub-Account, Equity Growth
Sub-Account, Strategic Equity Opportunities Sub-Account, International Equity
Sub-Account, Venture Value Sub-Account, Strategic Bond Opportunities Sub-
Account, Equity-Income Sub-Account and Overseas Sub-Account) of New England
Mutual Life Insurance Company as of December 31, 1995, and the related
statements of operations and changes in net assets for each of the periods
indicated therein. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the respective
aforementioned sub-accounts comprising The New England Variable Account of New
England Mutual Life Insurance Company as of December 31, 1995, and the results
of their operations and changes in their net assets for each of the periods
indicated therein, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 10, 1996
II-29
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
SHARES COST
--------- -----------
<S> <C> <C> <C>
Assets
Investments in sub-accounts, at value
(Note 1)
New England Zenith Fund:
Capital Growth Series................... 1,258,104 425,752,551 $ 471,310,987
Back Bay Advisors Bond Income Series.... 1,181,542 126,293,603 128,398,149
Back Bay Advisors Money Market Series... 621,555 62,155,541 62,155,541
Westpeak Stock Index Series............. 372,783 30,169,678 37,311,834
Back Bay Advisors Managed Series........ 752,838 100,890,586 123,104,083
Loomis Sayles Avanti Growth Series...... 199,949 24,158,859 28,480,776
Westpeak Value Growth Series............ 222,813 26,327,839 31,485,697
Loomis Sayles Small Cap Series.......... 139,060 14,905,092 16,517,490
Salomon Brothers U. S. Government
Series................................. 464,297 5,001,681 5,125,841
Loomis Sayles Balanced Series........... 1,129,635 12,663,761 13,499,138
Alger Equity Growth Series.............. 2,459,802 31,101,011 33,920,671
Draycott International Equity Series.... 1,105,333 11,342,222 11,882,324
Venture Value Series.................... 1,982,704 22,783,400 25,973,420
Strategic Bond Opportunities Series..... 655,654 6,943,183 7,113,844
Variable Insurance Products Fund:
Equity-Income Portfolio................. 5,537,941 88,467,562 106,716,114
Overseas Portfolio...................... 4,032,795 64,286,754 68,759,147
Total investments in sub-accounts, at value.................... 1,171,755,056
Dividends receivable........................................... 272,325
--------------
Total assets................................................ 1,172,027,381
Liabilities
Due New England Mutual Life Insurance Company (Note 3)........ 1,253,736
--------------
Total liabilities........................................... 1,253,736
--------------
Net Assets.................................................. $1,170,773,645
==============
Net Assets consist of:
Net Assets attributable to variable annuity contracts......... $1,168,447,892
Annuity reserves (Note 1)..................................... 2,325,753
==============
Net Assets.................................................. $1,170,773,645
==============
</TABLE>
See Notes to Financial Statements
II-30
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
MONEY STOCK AVANTI VALUE SMALL U.S.
CAPITAL BOND MARKET INDEX GROWTH GROWTH CAP GOVERNMENT
GROWTH INCOME SUB- SUB- MANAGED SUB- SUB- SUB- SUB-
SUB-ACCOUNT SUB-ACCOUNT ACCOUNT ACCOUNT SUB-ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
------------ ----------- ---------- ---------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Dividends........... $ 61,393,666 $ 7,809,464 $3,193,371 $1,097,015 $ 5,402,954 $ 876,570 $1,559,445 $ 731,826 $181,533
Expenses:
Mortality and
expense risk
charge............. 4,145,909 1,120,784 548,042 312,433 1,107,776 224,195 237,064 93,901 25,698
Administrative
charge............. 2,351,488 595,815 289,446 164,795 594,621 119,082 122,857 46,446 11,641
------------ ----------- ---------- ---------- ----------- ---------- ---------- ---------- --------
Total expenses.. 6,497,397 1,716,599 837,488 477,228 1,702,397 343,277 359,921 140,347 37,339
------------ ----------- ---------- ---------- ----------- ---------- ---------- ---------- --------
Net investment
income (loss)...... 54,896,269 6,092,865 2,355,883 619,787 3,700,557 533,293 1,199,524 591,479 144,194
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... (13,792,491) (12,611,187) -- (1,015,569) (464,277) 284,338 (102,566) 21,060 (6,498)
End of period..... 45,558,436 2,104,546 -- 7,142,155 22,213,497 4,321,917 5,157,858 1,612,398 124,160
------------ ----------- ---------- ---------- ----------- ---------- ---------- ---------- --------
Net change in
unrealized
appreciation....... 59,350,927 14,715,733 -- 8,157,724 22,677,774 4,037,579 5,260,424 1,591,338 130,658
Realized gain (loss)
on investments..... 10,882,593 (306,084) -- 676,562 2,922,683 811,989 581,379 248,107 37,281
Net realized and
unrealized gain on
investments........ 70,233,520 14,409,649 -- 8,834,286 25,600,457 4,849,568 5,841,803 1,839,445 167,939
------------ ----------- ---------- ---------- ----------- ---------- ---------- ---------- --------
Net increase in net
assets resulting
from operations.... $125,129,789 $20,502,514 $2,355,883 $9,454,073 $29,301,014 $5,382,861 $7,041,327 $2,430,924 $312,133
============ =========== ========== ========== =========== ========== ========== ========== ========
</TABLE>
- -----
* From January 1, 1995 through June 8, 1995 (liquidation date).
See Notes to Financial Statements
II-31
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
EQUITY STRATEGIC* VENTURE STRATEGIC
BALANCED GROWTH EQUITY INTERNATIONAL VALUE BOND
SUB- SUB- OPPORTUNITIES EQUITY SUB- OPPORTUNITIES EQUITY-INCOME OVERSEAS
ACCOUNT ACCOUNT SUB-ACCOUNT SUB-ACCOUNT ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
---------- ---------- ------------- ------------- ---------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Dividends........... $ 483,666 $ 963,904 $ (34) $126,154 $ 567,519 $453,174 $ 4,924,430 $ 513,466
Expenses:
Mortality and
expense risk
charge............. 73,201 167,537 8,848 79,455 144,621 42,222 793,678 636,341
Administrative
charge............. 33,754 79,088 4,577 39,333 70,765 20,316 411,212 353,958
---------- ---------- -------- -------- ---------- -------- ----------- -----------
Total expenses.. 106,955 246,625 13,425 118,788 215,386 62,538 1,204,890 990,299
---------- ---------- -------- -------- ---------- -------- ----------- -----------
Net investment
income (loss)...... 376,711 717,279 (13,459) 7,366 352,133 390,636 3,719,540 (476,833)
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... 3,932 20,167 (1,169) 51,678 (826) (24,404) 452,793 (1,159,395)
End of period..... 835,377 2,819,660 -- 540,103 3,190,020 170,662 18,248,552 4,472,393
---------- ---------- -------- -------- ---------- -------- ----------- -----------
Net change in
unrealized
appreciation....... 831,445 2,799,493 1,169 488,425 3,190,846 195,066 17,795,759 5,631,788
Realized gain (loss)
on investments..... 209,127 844,654 48,522 85,869 497,297 143,946 1,497,805 2,755
Net realized and
unrealized gain on
investments........ 1,040,572 3,644,147 49,691 574,294 3,688,143 339,012 19,293,564 5,634,543
---------- ---------- -------- -------- ---------- -------- ----------- -----------
Net increase in net
assets resulting
from operations.... $1,417,283 $4,361,426 $ 36,232 $581,660 $4,040,276 $729,648 $23,013,104 $ 5,157,710
========== ========== ======== ======== ========== ======== =========== ===========
<CAPTION>
TOTAL
-------------
<S> <C>
Income:
Dividends........... $ 90,278,123
Expenses:
Mortality and
expense risk
charge............. 9,761,705
Administrative
charge............. 5,309,194
-------------
Total expenses.. 15,070,899
-------------
Net investment
income (loss)...... 75,207,224
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... (28,344,414)
End of period..... 118,511,734
-------------
Net change in
unrealized
appreciation....... 146,856,148
Realized gain (loss)
on investments..... 19,184,485
Net realized and
unrealized gain on
investments........ 166,040,633
-------------
Net increase in net
assets resulting
from operations.... $241,247,857
=============
</TABLE>
- -----
* From January 1, 1995 through June 8, 1995 (liquidation date).
See Notes to Financial Statements
II-32
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
MONEY
CAPITAL BOND MARKET STOCK AVANTI VALUE SMALL
GROWTH INCOME SUB- INDEX MANAGED GROWTH GROWTH CAP
SUB-ACCOUNT SUB-ACCOUNT ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT*
------------ ------------ ---------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Dividends........... $ 16,141,838 $ 7,299,850 $1,919,131 $ 657,808 $ 4,168,736 $ 91,335 $ 307,113 $ 4,382
Expenses:
Mortality and
expense risk
charge............. 3,538,106 1,029,517 462,196 214,713 1,007,073 115,339 111,211 2,275
Administrative
charge............. 2,108,245 559,505 248,161 114,776 549,222 56,525 53,569 1,289
------------ ------------ ---------- ----------- ----------- -------- --------- -------
Total expenses.. 5,646,351 1,589,022 710,357 329,489 1,556,295 171,864 164,780 3,564
------------ ------------ ---------- ----------- ----------- -------- --------- -------
Net investment
income (loss)...... 10,495,487 5,710,828 1,208,774 328,319 2,612,441 (80,529) 142,333 818
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... 34,524,589 (3,830,338) -- (909,889) 5,782,072 49,197 6,373
End of period..... (13,792,491) (12,611,187) -- (1,015,569) (464,277) 284,338 (102,566) 21,060
------------ ------------ ---------- ----------- ----------- -------- --------- -------
Net change in
unrealized
appreciation
(depreciation)..... (48,317,080) (8,780,849) -- (105,680) (6,246,349) 235,141 (108,939) 21,060
Realized gain (loss)
on investments..... 4,708,714 (2,313,257) -- (229,664) 948,291 (71,748) (51,427) (7,471)
------------ ------------ ---------- ----------- ----------- -------- --------- -------
Net realized and
unrealized gain
(loss) on
investments........ (43,608,366) (11,094,106) -- (335,344) (5,298,058) 163,393 (160,366) 13,589
------------ ------------ ---------- ----------- ----------- -------- --------- -------
Net increase
(decrease) in net
assets resulting
from operations.... $(33,112,879) $ (5,383,278) $1,208,774 $ (7,025) $(2,685,617) $ 82,864 $ (18,033) $14,407
============ ============ ========== =========== =========== ======== ========= =======
<CAPTION>
U.S.
GOVERNMENT
SUB-ACCOUNT*
------------
<S> <C>
Income:
Dividends........... $ 8,440
Expenses:
Mortality and
expense risk
charge............. 339
Administrative
charge............. 161
------------
Total expenses.. 500
------------
Net investment
income (loss)...... 7,940
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period...........
End of period..... (6,498)
------------
Net change in
unrealized
appreciation
(depreciation)..... (6,498)
Realized gain (loss)
on investments..... 178
------------
Net realized and
unrealized gain
(loss) on
investments........ (6,320)
------------
Net increase
(decrease) in net
assets resulting
from operations.... $ 1,620
============
</TABLE>
- -----
* From October 31, 1994 (commencement of operations) through December 31, 1994
See Notes to Financial Statements
II-33
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
STRATEGIC STRATEGIC
EQUITY EQUITY INTERNATIONAL VENTURE BOND EQUITY-
BALANCED GROWTH OPPORTUNITIES EQUITY VALUE OPPORTUNITIES INCOME OVERSEAS
SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT SUB-ACCOUNT
------------ ------------ ------------- ------------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Dividends........... $ 7,335 $ 3,419 $ 7,425 $ 8,419 $ 9,908 $ 12,559 $1,644,035 $ 119,103
Expenses:
Mortality and
expense risk
charge............. 1,143 1,098 1,566 2,323 2,485 671 325,252 463,078
Administrative
charge............. 535 567 789 1,335 1,417 320 157,368 232,869
------- ------- ------- ------- ------- -------- ---------- -----------
Total expenses.. 1,678 1,665 2,355 3,658 3,902 991 482,620 695,947
------- ------- ------- ------- ------- -------- ---------- -----------
Net investment
income (loss)...... 5,657 1,754 5,070 4,761 6,006 11,568 1,161,415 (576,844)
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... 65,209 444,859
End of period..... 3,932 20,167 (1,169) 51,678 (826) (24,404) 452,793 (1,159,395)
------- ------- ------- ------- ------- -------- ---------- -----------
Net change in
unrealized
appreciation
(depreciation)..... 3,932 20,167 (1,169) 51,678 (826) (24,404) 387,584 (1,604,254)
Realized gain (loss)
on investments..... 630 (1,364) (2,844) 1,613 (2,314) (130) 41,649 630,288
------- ------- ------- ------- ------- -------- ---------- -----------
Net realized and
unrealized gain
(loss) on
investments........ 4,562 18,803 (4,013) 53,291 (3,140) (24,534) 429,233 (973,966)
------- ------- ------- ------- ------- -------- ---------- -----------
Net increase
(decrease) in net
assets resulting
from operations.... $10,219 $20,557 $ 1,057 $58,052 $ 2,866 $(12,966) $1,590,648 $(1,550,810)
======= ======= ======= ======= ======= ======== ========== ===========
<CAPTION>
TOTAL
-------------
<S> <C>
Income:
Dividends........... $ 32,410,836
Expenses:
Mortality and
expense risk
charge............. 7,278,385
Administrative
charge............. 4,086,653
-------------
Total expenses.. 11,365,038
-------------
Net investment
income (loss)...... 21,045,798
Net realized and
unrealized gain
(loss) on
investments:
Net unrealized
appreciation
(depreciation) on
investments:
Beginning of
period........... 36,132,072
End of period..... (28,344,414)
-------------
Net change in
unrealized
appreciation
(depreciation)..... (64,476,486)
Realized gain (loss)
on investments..... 3,651,144
-------------
Net realized and
unrealized gain
(loss) on
investments........ (60,825,342)
-------------
Net increase
(decrease) in net
assets resulting
from operations.... $(39,779,544)
=============
</TABLE>
- -----
* From October 31, 1994 (commencement of operations) through December 31,
1994.
See Notes to Financial Statements
II-34
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CAPITAL BOND MONEY STOCK AVANTI VALUE SMALL
GROWTH INCOME MARKET INDEX MANAGED GROWTH GROWTH CAP
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ------------ ----------- ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
From Investment
Activities:
Net investment
income (loss)... $ 54,896,269 $ 6,092,865 $ 2,355,883 $ 619,787 $ 3,700,557 $ 533,293 $ 1,199,524 $ 591,479
Net realized and
unrealized gain
on investments.. 70,233,520 14,409,649 -- 8,834,286 25,600,457 4,849,568 5,841,803 1,839,445
------------ ------------ ----------- ----------- ------------ ----------- ----------- -----------
Increase in net
assets derived
from investment
activities...... 125,129,789 20,502,514 2,355,883 9,454,073 29,301,014 5,382,861 7,041,327 2,430,924
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 42,486,003 14,019,688 28,469,210 3,173,681 7,685,082 5,370,355 5,402,352 4,957,159
Net transfers
(to) from other
sub-accounts.... (27,655,356) (2,304,605) (15,090,128) 996,126 (7,629,638) 1,445,231 2,431,924 6,481,877
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (27,943,021) (8,693,504) (7,342,847) (1,540,134) (8,273,166) (1,036,652) (979,455) (221,411)
Annuity
benefits........ (2,930,635) (1,064,852) (766,722) (170,677) (2,900,142) (133,280) (201,808) (15,080)
------------ ------------ ----------- ----------- ------------ ----------- ----------- -----------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... (16,043,009) 1,956,727 5,269,513 2,458,996 (11,117,864) 5,645,654 6,653,013 11,202,545
------------ ------------ ----------- ----------- ------------ ----------- ----------- -----------
Net increase
(decrease) in
net assets...... 109,086,780 22,459,241 7,625,396 11,913,069 18,183,150 11,028,515 13,694,340 13,633,469
Net assets, at
beginning of the
period.......... 361,715,993 105,800,952 54,742,120 25,357,935 104,786,250 17,422,245 17,757,704 2,866,714
------------ ------------ ----------- ----------- ------------ ----------- ----------- -----------
Net assets, at
end of the
period.......... $470,802,773 $128,260,193 $62,367,516 $37,271,004 $122,969,400 $28,450,760 $31,452,044 $16,500,183
============ ============ =========== =========== ============ =========== =========== ===========
<CAPTION>
U.S.
GOVERNMENT
SUB-ACCOUNT
------------
<S> <C>
From Investment
Activities:
Net investment
income (loss)... $ 144,194
Net realized and
unrealized gain
on investments.. 167,939
------------
Increase in net
assets derived
from investment
activities...... 312,133
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 2,992,966
Net transfers
(to) from other
sub-accounts.... 995,071
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (78,421)
Annuity
benefits........ (14,694)
------------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 3,894,922
------------
Net increase
(decrease) in
net assets...... 4,207,055
Net assets, at
beginning of the
period.......... 913,450
------------
Net assets, at
end of the
period.......... $5,120,505
============
</TABLE>
- -----
* From January 1, 1995 through June 8, 1995 (liquidation date).
See Notes to Financial Statements
II-35
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
STRATEGIC* STRATEGIC
EQUITY EQUITY INTERNATIONAL VENTURE BOND EQUITY-
BALANCED GROWTH OPPORTUNITIES EQUITY VALUE OPPORTUNITIES INCOME OVERSEAS
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ------------- ------------- ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
From Investment
Activities:
Net investment
income (loss)... $ 376,711 $ 717,279 $ (13,459) $ 7,366 $ 352,133 $ 390,636 $ 3,719,540 $ (476,833)
Net realized and
unrealized gain
on investments.. 1,040,572 3,644,147 49,691 574,294 3,688,143 339,012 19,293,564 5,634,543
----------- ----------- ----------- ----------- ----------- ---------- ------------ -----------
Increase in net
assets derived
from investment
activities...... 1,417,283 4,361,426 36,232 581,660 4,040,276 729,648 23,013,104 5,157,710
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 7,247,051 11,437,079 396,904 4,200,572 7,906,925 3,112,591 20,254,001 9,572,080
Net transfers
(to) from other
sub-accounts.... 3,520,100 16,787,152 (2,257,051) 4,320,379 11,022,083 2,262,193 13,063,570 (8,388,928)
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (417,868) (422,550) (20,417) (262,457) (375,358) (104,653) (3,678,451) (3,414,558)
Annuity
benefits........ (12,315) (51,955) (1,972) 44,178 (17,782) 798 (448,238) (423,431)
----------- ----------- ----------- ----------- ----------- ---------- ------------ -----------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 10,336,968 27,749,726 (1,882,536) 8,302,672 18,535,868 5,270,929 29,190,882 (2,654,837)
----------- ----------- ----------- ----------- ----------- ---------- ------------ -----------
Net increase
(decrease) in
net assets...... 11,754,251 32,111,152 (1,846,304) 8,884,332 22,576,144 6,000,577 52,203,986 2,502,873
Net assets, at
beginning of the
period.......... 1,730,618 1,775,395 1,846,304 2,985,363 3,369,739 1,105,978 54,396,592 66,182,267
----------- ----------- ----------- ----------- ----------- ---------- ------------ -----------
Net assets, at
end of the
period.......... $13,484,869 $33,886,547 -- $11,869,695 $25,945,883 $7,106,555 $106,600,578 $68,685,140
=========== =========== =========== =========== =========== ========== ============ ===========
<CAPTION>
TOTAL
---------------
<S> <C>
From Investment
Activities:
Net investment
income (loss)... $ 75,207,224
Net realized and
unrealized gain
on investments.. 166,040,633
---------------
Increase in net
assets derived
from investment
activities...... 241,247,857
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 178,683,699
Net transfers
(to) from other
sub-accounts....
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (64,804,923)
Annuity
benefits........ (9,108,607)
---------------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 104,770,169
---------------
Net increase
(decrease) in
net assets...... 346,018,026
Net assets, at
beginning of the
period.......... 824,755,619
---------------
Net assets, at
end of the
period.......... $1,170,773,645
===============
</TABLE>
- -----
* From January 1, 1995 through June 8, 1995 (liquidation date).
See Notes to Financial Statements
II-36
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
CAPITAL BOND MONEY STOCK AVANTI VALUE SMALL
GROWTH INCOME MARKET INDEX MANAGED GROWTH GROWTH CAP
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT*
------------ ------------ ----------- ----------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
From Investment
Activities:
Net investment
income (loss)... $ 10,495,487 $ 5,710,828 $ 1,208,774 $ 328,319 $ 2,612,441 $ (80,529) $ 142,333 $ 818
Net realized and
unrealized gain
(loss) on
investments..... (43,608,366) (11,094,106) -- (335,344) (5,298,058) 163,393 (160,366) 13,589
------------ ------------ ----------- ----------- ------------ ----------- ----------- ----------
Increase
(decrease) in
net assets
derived from
investment
activities...... (33,112,879) (5,383,278) 1,208,774 (7,025) (2,685,617) 82,864 (18,033) 14,407
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 69,901,835 22,590,120 31,205,171 7,404,591 19,869,342 8,659,783 9,491,976 588,965
Net transfers
(to) from other
sub-accounts.... (19,536,473) (16,288,777) (15,566,703) (605,559) (11,636,780) 3,876,549 4,732,520 2,276,007
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (16,246,066) (5,302,140) (4,840,426) (843,560) (5,193,700) (317,232) (206,676) (12,849)
Other........... (2,102,112) (1,534,426) (1,441,322) (198,787) (777,491) (14,145) (45,203) 184
------------ ------------ ----------- ----------- ------------ ----------- ----------- ----------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 32,017,184 (535,223) 9,356,720 5,756,685 2,261,371 12,204,955 13,972,617 2,852,307
------------ ------------ ----------- ----------- ------------ ----------- ----------- ----------
Net increase
(decrease) in
net assets...... (1,095,695) (5,918,501) 10,565,494 5,749,660 (424,246) 12,287,819 13,954,584 2,866,714
Net assets, at
beginning of the
period.......... 362,811,688 111,719,453 44,176,626 19,608,275 105,210,496 5,134,426 3,803,120 --
------------ ------------ ----------- ----------- ------------ ----------- ----------- ----------
Net assets, at
end of the
period.......... $361,715,993 $105,800,952 $54,742,120 $25,357,935 $104,786,250 $17,422,245 $17,757,704 $2,866,714
============ ============ =========== =========== ============ =========== =========== ==========
<CAPTION>
U.S.
GOVERNMENT
SUB-ACCOUNT*
------------
<S> <C>
From Investment
Activities:
Net investment
income (loss)... $ 7,940
Net realized and
unrealized gain
(loss) on
investments..... (6,320)
------------
Increase
(decrease) in
net assets
derived from
investment
activities...... 1,620
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 284,470
Net transfers
(to) from other
sub-accounts.... 627,459
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (9)
Other........... (90)
------------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 911,830
------------
Net increase
(decrease) in
net assets...... 913,450
Net assets, at
beginning of the
period.......... --
------------
Net assets, at
end of the
period.......... $913,450
============
</TABLE>
- -----
* From October 31, 1994 (commencement of operations) through December 31, 1994
See Notes to Financial Statements
II-37
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
STRATEGIC STRATEGIC
EQUITY EQUITY INTERNATIONAL VENTURE BOND EQUITY-
BALANCED GROWTH OPPORTUNITIES EQUITY VALUE OPPORTUNITIES INCOME OVERSEAS
SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT* SUB-ACCOUNT SUB-ACCOUNT
------------ ------------ ------------- ------------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
From Investment
Activities:
Net investment
income (loss)... $ 5,657 $ 1,754 $ 5,070 $ 4,761 $ 6,006 $ 11,568 $ 1,161,415 $ (576,844)
Net realized and
unrealized gain
(loss) on
investments..... 4,562 18,803 (4,013) 53,291 (3,140) (24,534) 429,233 (973,966)
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Increase
(decrease) in
net assets
derived from
investment
activities...... 10,219 20,557 1,057 58,052 2,866 (12,966) 1,590,648 (1,550,810)
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 568,323 336,290 134,008 398,655 526,637 210,344 25,300,552 28,794,190
Net transfers
(to) from other
sub-accounts.... 1,143,174 1,420,045 1,735,637 2,539,381 2,860,799 908,976 17,528,153 23,985,592
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (3,498) (4,061) (24,429) (6,096) (19,501) (957) (1,123,957) (1,564,984)
Other........... 12,400 2,564 31 (4,629) (1,062) 581 (152,279) (150,958)
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 1,720,399 1,754,838 1,845,247 2,927,311 3,366,873 1,118,944 41,552,469 51,063,840
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Net increase
(decrease) in
net assets...... 1,730,618 1,775,395 1,846,304 2,985,363 3,369,739 1,105,978 43,143,117 49,513,030
Net assets, at
beginning of the
period.......... -- -- -- -- -- -- 11,253,475 16,669,237
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Net assets, at
end of the
period.......... $1,730,618 $1,775,395 $1,846,304 $2,985,363 $3,369,739 $1,105,978 $54,396,592 $66,182,267
========== ========== ========== ========== ========== ========== =========== ===========
<CAPTION>
TOTAL
-------------
<S> <C>
From Investment
Activities:
Net investment
income (loss)... $ 21,045,798
Net realized and
unrealized gain
(loss) on
investments..... (60,825,342)
-------------
Increase
(decrease) in
net assets
derived from
investment
activities...... (39,779,544)
From Contract-
Related
Transactions:
Net premiums
transferred from
New England
Mutual Life
Insurance
Company......... 226,265,252
Net transfers
(to) from other
sub-accounts....
Net premiums
transferred from
New England
Mutual Life
Insurance
Company
Surrenders...... (35,710,141)
Other........... (6,406,744)
-------------
Increase
(decrease) in
net assets
derived from
contact-related
transactions.... 184,148,367
-------------
Net increase
(decrease) in
net assets...... 144,368,823
Net assets, at
beginning of the
period.......... 680,386,796
-------------
Net assets, at
end of the
period.......... $824,755,619
=============
</TABLE>
- -----
* From October 31, 1994 (commencement of operations) through December 31,
1994.
See Notes to Financial Statements
II-38
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
The New England Variable Account (the "Account") of New England Mutual Life
Insurance Company (the "Company"), was established by the Company's Board of
Directors on July 15, 1987 in accordance with the provisions of Massachusetts
Insurance Law. The Account is registered as a unit investment trust under the
Investment Company Act of 1940 and is a funding vehicle for individual
variable annuity contracts. The portion of the assets of the Account equal to
the reserves and other contract liabilities of the Account may not be charged
with liabilities that may arise out of any other business the Company may
conduct. The Account has sixteen investment sub-accounts as of December 31,
1995, each of which invests in one series of the New England Zenith Fund
("Zenith Fund") or one portfolio of the Variable Insurance Products Fund. A
seventeenth sub-account, the Strategic Equity Opportunities Sub-Account, was
liquidated on June 8, 1995. The Zenith Fund and the Variable Insurance
Products Fund are diversified, open-end management investment companies. The
series of the Zenith Fund and portfolios of the Variable Insurance Products
Fund in which the sub-accounts invest are referred to herein as the "Eligible
Funds."
Security Valuation--The Eligible Funds' shares are valued at the closing net
asset value per share as determined by each fund as of the close of the New
York Stock Exchange (normally 4:00 p.m. Eastern Standard Time) on each day the
Exchange is open for trading.
Security Transactions and Related Investment Income--Security transactions
are accounted for on the trade date (the date the order to buy or sell is
executed) and dividend income is recorded on the ex-dividend date. Realized
gains and losses from sales of investments are computed on the basis of
average cost.
Federal Income Taxes--The operations of the Account are included in the
federal income tax return of the Company, which is taxed as a Life Insurance
Company under the provisions of the Internal Revenue Code (the Code). Under
the current provisions of the Code, the Company does not expect to incur
federal income taxes on the earnings of the Account to the extent the earnings
are credited under the contracts. Based on this, no charge is being made
currently to the Account for federal income taxes. The Company will review
periodically the status of such decision based on changes in the tax law. Such
a charge may be made in future years for any federal income taxes that would
be attributable to the contracts.
Annuity Reserves--Annuity reserves are computed for currently payable
contracts according to the 1983-a Mortality Tables. The assumed interest rate
may be 0%, 3.5%, or 5% as elected by the annuitant and as regulated by laws of
the respective states. Adjustments to annuity reserves are reimbursed to or
from the Company.
Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
II-39
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
2. The following table shows the aggregate cost of shares purchased and
proceeds from sales of Eligible Funds for the year ended December 31, 1995:
<TABLE>
<CAPTION>
SERIES PURCHASES SALES
------ ------------ -----------
<S> <C> <C>
Capital Growth......................................... $132,371,532 $93,421,666
Back Bay Advisors Bond Income.......................... 36,146,035 28,058,946
Back Bay Advisors Money Market......................... 82,602,312 75,024,065
Westpeak Stock Index................................... 9,362,050 6,270,212
Back Bay Advisors Managed.............................. 19,028,201 26,437,047
Loomis Sayles Avanti Growth............................ 11,982,124 5,792,439
Westpeak Value Growth.................................. 12,409,293 4,543,008
Loomis Sayles Small Cap................................ 15,113,052 3,304,261
Salomon Brothers U.S. Government....................... 5,076,522 1,032,594
Loomis Sayles Balanced................................. 13,359,721 2,624,644
Alger Equity Growth.................................... 34,744,292 6,244,447
CS First Boston Strategic Equity Opportunities*........ 2,239,286 4,137,057
Draycott International Equity.......................... 11,448,249 3,128,461
Venture Value.......................................... 22,653,903 3,741,317
Salomon Brothers Strategic Bond Opportunities.......... 8,026,654 2,358,580
Fidelity Equity-Income................................. 48,807,787 15,818,089
Fidelity Overseas...................................... 32,056,760 35,188,498
</TABLE>
- --------
*From January 1, 1995 through June 8, 1995 (liquidation date).
The Account purchases or redeems shares of the sixteen Eligible Funds based
on the amount of net premiums invested in the account, transfers among the
sub-accounts, policy loans, surrender payments, and annuity payments.
3. Charges deducted by the Company:
Administrative charge--a fixed administrative charge of $30 is deducted from
the contract value on each contract anniversary.
Risk Charge--a charge for mortality/expense risk assumed by the Company
equal to an annual rate of 1.35% of the net assets of the Account is deducted
on a daily basis.
Contingent deferred sales charge--In the event of a partial or full
surrender, a contingent deferred sales charge may be imposed. Charges for
investment advisory fees and other expenses are deducted from the assets of
the Eligible Funds.
II-40
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. The investment adviser and sub-adviser for each of the Eligible Funds are
listed in the chart below. TNE Advisers, Inc., which is a wholly-owned
subsidiary of the Company, and each of the sub-advisers is registered with the
SEC as an investment adviser under the Investment Advisers Act of 1940.
<TABLE>
<CAPTION>
SERIES ADVISER SUB-ADVISER
------ ------- -----------
<S> <C> <C>
Capital Growth Capital Growth Management, L.P.* --
Back Bay Advisors Bond
Income TNE Advisers, Inc. Back Bay Advisors, L.P.**
Back Bay Advisors Money
Market TNE Advisers, Inc. Back Bay Advisors, L.P.**
Westpeak Stock Index TNE Advisers, Inc. Westpeak Investment Advisors, L.P.**
Back Bay Advisors
Managed TNE Advisers, Inc. Back Bay Advisors, L.P.**
Loomis Sayles Avanti
Growth TNE Advisers, Inc. Loomis Sayles & Company, L.P.**
Westpeak Value Growth TNE Advisers, Inc. Westpeak Investment Advisors, L.P.**
Loomis Sayles Small Cap TNE Advisers, Inc. Loomis Sayles & Company, L.P.**
Salomon Brothers U.S.
Government TNE Advisers, Inc. Salomon Brothers Asset Management, Inc.
Loomis Sayles Balanced TNE Advisers, Inc. Loomis Sayles & Company, L.P.**
Alger Equity Growth TNE Advisers, Inc. Fred Alger Management, Inc.
CS First Boston
Strategic Equity
Opportunities*** TNE Advisers, Inc. CS First Boston Investment Management
Corporation
Draycott International
Equity TNE Advisers, Inc. Draycott Partners, Ltd.
Venture Value TNE Advisers, Inc. Davis Selected Advisers, Inc.
Salomon Brothers
Strategic Bond
Opportunities TNE Advisers, Inc. Salomon Brothers Asset Management, Inc.
Fidelity Equity-Income Fidelity Management & Research Co. --
Fidelity Overseas Fidelity Management & Research Co. --
</TABLE>
- --------
* An affiliate of the Company.
** An indirect subsidiary of the Company.
*** Liquidated on June 8, 1995.
II-41
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT OF
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
5. A summary of units outstanding for variable annuity contracts at December
31, 1995:
<TABLE>
<CAPTION>
CAPITAL BOND MONEY STOCK AVANTI
GROWTH INCOME MARKET INDEX MANAGED GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
--------------- --------------- ---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Units Outstanding
1/1/95............... 43,592,960.7972 41,657,181.7940 30,220,356.4607 14,282,354.7943 61,961,278.3914 15,572,344.3772
Units Purchased....... 4,344,628.4721 5,160,831.7046 15,528,174.4045 2,153,519.0334 4,158,598.3381 5,127,058.5016
Units Redeemed........ (6,273,689.7150) (4,586,026.1147) (12,733,512.4106) (896,265.8603) (9,974,413.6688) (926,345.9724)
Units Outstanding
12/31/95............. 41,663,899.5543 42,231,987.3839 33,015,018.4546 15,539,607.9674 56,145,463.0607 19,773,056.9064
--------------- --------------- ---------------- --------------- --------------- ---------------
Unit Value 12/31/95.. 11.300017 3.037039 1.889065 2.398452 2.190193 1.438865
=============== =============== ================ =============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
STRATEGIC
VALUE SMALL U.S. EQUITY EQUITY
GROWTH CAP GOVERNMENT BALANCED GROWTH OPPORTUNITIES
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT*
--------------- --------------- -------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Units Outstanding
1/1/95................ 16,092,325.4529 2,988,971.4365 910,019.6238 1,736,189.1580 1,857,319.4179 1,941,579.1158
Units Purchased........ 6,012,400.4991 10,781,533.1627 3,678,923.6556 9,655,024.6037 22,693,853.9657 433,001.8751
Units Redeemed......... (935,760.5275) (237,178.9433) (93,758.9199) (403,616.9248) (387,488.5494) (2,374,580.9909)
Units Outstanding
12/31/95.............. 21,168,965.4245 13,533,325.6559 4,495,184.3595 10,987,596.8369 24,163,684.8342 --
--------------- --------------- -------------- --------------- --------------- ---------------
Unit Value 12/31/95... 1.485762 1.219226 1.139109 1.227281 1.402375 0.870989
=============== =============== ============== =============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
STRATEGIC
INTERNATIONAL VENTURE BOND EQUITY
EQUITY VALUE OPPORTUNITIES INCOME OVERSEAS
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
--------------- --------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Units Outstanding
1/1/95................. 2,916,120.2679 3,499,718.5120 1,124,132.6916 25,852,849.2160 43,034,544.4509
Units Purchased......... 8,416,836.1428 16,487,224.7689 5,123,688.5648 13,896,746.7946 6,198,348.6265
Units Redeemed.......... (270,849.9507) (378,255.0322) (115,258.2711) (1,738,940.7944) (7,959,709.8014)
Units Outstanding
12/31/95............... 11,062,106.4600 19,608,688.2487 6,132,562.9853 38,010,655.2162 41,273,183.2760
--------------- --------------- -------------- --------------- ---------------
Unit Value 12/31/95.... 1.073005 1.323183 1.158823 2.804492 1.664159
=============== =============== ============== =============== ===============
</TABLE>
- --------
* From January 1, 1995 through June 8, 1995 (liquidation date).
II-42
<PAGE>
SELECTED PRO FORMA FINANCIAL INFORMATION
Set forth in the tables below is selected unaudited pro forma financial
information for the Metropolitan Life Insurance Company giving effect to the
merger of New England Mutual Life Insurance Company ("TNE") with and into the
Metropolitan Life Insurance Company ("MetLife"). These tables include
unaudited pro forma balance sheet data as of December 31, 1995 and 1994 and as
of March 31, 1996 and unaudited selected pro forma statement of operations
data for the years ended December 31, 1995, 1994 and 1993 and for the three-
month periods ended March 31, 1996 and 1995. The selected historical
information for the years ended December 31, 1995, 1994 and 1993 and as of
December 31, 1995 and 1994 have been derived from statutory financial
statements of TNE, which were audited by Coopers & Lybrand L.L.P., independent
auditors, and from statutory financial statements of MetLife, which have been
audited by Deloitte and Touche, LLP, independent auditors. The selected
financial information for the three months ended March 31, 1996 and 1995 have
been derived from TNE's unaudited quarterly statements filed with the
Massachusetts Division of Insurance and from MetLife's unaudited quarterly
statements filed with the New York Department of Insurance. In these tables,
the pro forma information gives effect to the merger of TNE with and into
MetLife (the "Merger") as if the Merger had been effective at December 31,
1994 in the case of the selected pro forma balance sheet data and as of
January 1, 1993 in the case of the selected pro forma statement of operations
data and reflects adjustments to conform accounting practices. The selected
pro forma financial information should be read in conjunction with the
historical financial statements and notes thereto included herein.
The selected pro forma financial information is presented for illustrative
purposes only and does not purport to be indicative of the operating results
or financial position that would have occurred if the Merger had been
consummated on the dates indicated, nor is it necessarily indicative of the
future operating results or financial position of the merged entity.
MetLife expects that it will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs.
The extent to which cost savings, which are not expected to be material, will
be achieved will be influenced by many factors, including economic conditions,
inflation and changes in business activities. Accordingly, there can be no
assurance that cost savings will in fact be achieved and, therefore, none have
been included in the unaudited selected pro forma financial information.
After the Merger, the financial statements of TNE and MetLife will be
combined to present the financial position and results of operations of
MetLife. Furthermore, certain adjustments will be made to the historical
carrying value of assets and liabilities of TNE and MetLife in order to apply
consistent accounting policies and practices to the financial statements of
MetLife. These conforming adjustments principally relate to the following: (i)
mortgage reserves will be reclassified from investment valuation reserves to
reduce the carrying value of the related assets, (ii) generally accepted
accounting principles, rather than different statutory practices, will be used
to record the equity in earnings of TNE real estate joint ventures, (iii)
reserve valuation differences resulting from different states of domicile will
be conformed and (iv) there will be a related impact of these adjustments on
the asset valuation reserve.
The unaudited selected pro forma financial information set forth below also
reflects an adjustment related to the Settlement Agreement among TNE, Copley
Real Estate Advisors, Inc. and the Washington State Investment Board, which is
contingent on completion of the Merger (see Note 2 to the Unaudited Interim
Financial Statements of TNE for the three months ended March 31, 1996). Based
on preliminary information, TNE estimates that adjustments related to these
items at March 31, 1996 would have resulted in a decrease to combined surplus
of $284 million and a decrease in the combined investment valuation reserves
of $235 million on a pro forma basis. Actual conforming adjustments will be
determined after the date of the Merger, but are not expected to be materially
different in their combined effect on surplus and investment valuation
reserves.
In addition, MetLife expects to change accounting policies for measuring
impairments of real estate joint ventures and mortgages in 1996 pending
approval by the Massachusetts Division of Insurance and such other regulatory
approvals as may be required. The effect of these accounting changes on the
combined surplus of the merged entity is expected to be an approximately $250
million decrease to surplus and investment valuation reserves.
II-43
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
SELECTED FINANCIAL INFORMATION
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1996 MARCH 31, 1995
--------------------------------- ---------------------------------
HISTORICAL HISTORICAL PRO FORMA HISTORICAL HISTORICAL PRO FORMA
METLIFE TNE ADJUSTMENTS METLIFE METLIFE TNE ADJUSTMENTS METLIFE
---------- ---------- ----------- --------- ---------- ---------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Income:
Premiums, annuity
considerations and
deposit funds (k).... $5,359 $ 467 $-- $ 5,826 $6,748 $ 444 $-- $7,192
Net investment income
(a)(b)(e)............ 1,822 154 (89) 1,887 1,746 178 (6) 1,918
Other income.......... 111 41 (1) 151 43 29 -- 72
------ ----- ---- ------- ------ ----- ---- ------
Total income...... 7,292 662 (90) 7,864 8,537 651 (6) 9,182
------ ----- ---- ------- ------ ----- ---- ------
Benefits and Expenses:
Benefit payments
(other than
dividends)........... 7,024 595 -- 7,619 7,453 611 -- 8,064
Changes to reserves,
deposit funds and
other policy
liabilities (c)...... (907) (125) -- (1,032) (1) (156) (2) (159)
Insurance expenses and
taxes (other than
federal income and
capital gains taxes). 678 98 -- 776 695 102 -- 797
Net transfers to
separate accounts.... 42 34 (1) 75 87 (8) -- 79
------ ----- ---- ------- ------ ----- ---- ------
Total benefits and
expenses before
dividends to
policyholders.... 6,837 602 (1) 7,438 8,234 549 (2) 8,781
------ ----- ---- ------- ------ ----- ---- ------
Net gain from
operations before
dividends to
policyholders and
federal income taxes. 455 60 (89) 426 303 102 (4) 401
Dividends to
policyholders (g).... 404 56 (1) 459 436 55 -- 491
------ ----- ---- ------- ------ ----- ---- ------
Net (loss) gain from
operations before
federal income taxes. 51 4 (88) (33) (133) 47 (4) (90)
Federal income taxes
(excluding tax on
capital gains) (h)... 13 (3) 1 11 91 21 -- 112
------ ----- ---- ------- ------ ----- ---- ------
Net (loss) gain from
operations........... 38 7 (89) (44) (224) 26 (4) (202)
Net realized capital
(losses) gains
(a)(d)(i)............ (74) 1 1 (72) (9) (4) -- (13)
------ ----- ---- ------- ------ ----- ---- ------
Net (loss) income..... $ (36) $ 8 $(88) $ (116) $ (233) $ 22 $ (4) $ (215)
====== ===== ==== ======= ====== ===== ==== ======
</TABLE>
II-44
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
SELECTED FINANCIAL INFORMATION
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, 1996
---------------------------------
HISTORICAL HISTORICAL PRO FORMA
METLIFE TNE ADJUSTMENTS METLIFE
---------- ---------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
ASSETS
Bonds............................. $ 71,355 $ 6,454 $ -- $ 77,809
Stocks............................ 3,752 842 -- 4,594
Mortgage loans.................... 14,479 1,591 (101) 15,969
Real estate....................... 9,047 301 -- 9,348
Policy loans...................... 3,964 1,342 -- 5,306
Cash and short-term investments... 1,476 256 -- 1,732
Other invested assets............. 2,442 814 (272) 2,984
Premiums deferred and uncollected. 1,530 169 -- 1,699
Investment income due and accrued. 1,545 280 -- 1,825
Separate Account assets........... 31,935 4,286 -- 36,221
Other assets...................... 701 108 -- 809
-------- ------- ----- --------
Total Assets.................... $142,226 $16,443 $(373) $158,296
======== ======= ===== ========
LIABILITIES AND SURPLUS
LIABILITIES
Reserves for life and health
insurance and annuities.......... $ 76,246 $ 8,130 $ 39 $ 84,415
Policy proceeds and dividends left
with the Company................. 4,654 480 -- 5,134
Dividends due to policyholders.... 1,363 210 -- 1,573
Premium deposit funds............. 11,897 1,715 -- 13,612
Interest maintenance reserve...... 1,199 -- -- 1,199
Other policy liabilities.......... 3,940 91 -- 4,031
Investment valuation reserves (f). 1,951 463 (235) 2,179
Separate Account liabilities...... 31,441 4,258 -- 35,699
Other liabilities................. 3,088 486 107 3,681
-------- ------- ----- --------
Total Liabilities............... 135,779 15,833 (89) 151,523
-------- ------- ----- --------
SURPLUS
Special contingency reserves...... 768 50 -- 818
Surplus notes..................... 1,400 148 -- 1,548
Unassigned funds (j).............. 4,279 412 (284) 4,407
-------- ------- ----- --------
Total Surplus................... 6,447 610 (284) 6,773
-------- ------- ----- --------
Total Liabilities and Surplus. $142,226 $16,443 $(373) $158,296
======== ======= ===== ========
</TABLE>
II-45
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
--------------------------------- ---------------------------------
HISTORICAL HISTORICAL PRO FORMA HISTORICAL HISTORICAL PRO FORMA
METLIFE TNE ADJUSTMENTS METLIFE METLIFE TNE ADJUSTMENTS METLIFE
---------- ---------- ----------- --------- ---------- ---------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Income:
Premiums, annuity
considerations
and deposit funds
(k).............. $22,951 $1,845 $ -- $24,796 $22,760 $1,983 $-- $24,743
Net investment
income (a)(b)(e). 7,825 758 (25) 8,558 7,143 720 (50) 7,813
Other income...... 156 155 -- 311 80 141 -- 221
------- ------ ----- ------- ------- ------ ---- -------
Total income.... 30,932 2,758 (25) 33,665 29,983 2,844 (50) 32,777
------- ------ ----- ------- ------- ------ ---- -------
Benefits and
Expenses:
Benefit payments
(other than
dividends)....... 25,055 2,186 -- 27,241 23,533 2,056 -- 25,589
Changes to
reserves, deposit
funds and other
policy
liabilities (c).. 321 (151) (8) 162 1,619 (182) 1 1,438
Insurance expenses
and taxes (other
than federal
income and
capital gains
taxes)........... 2,762 404 -- 3,166 2,333 429 -- 2,762
Net transfers to
separate
accounts......... 675 (64) -- 611 503 230 -- 733
------- ------ ----- ------- ------- ------ ---- -------
Total benefits
and expenses
before
dividends to
policyholders.. 28,813 2,375 (8) 31,180 27,988 2,533 1 30,522
------- ------ ----- ------- ------- ------ ---- -------
Net gain from
operations before
dividends to
policyholders and
federal income
taxes............ 2,119 383 (17) 2,485 1,995 311 (51) 2,255
Dividends to
policyholders
(g).............. 1,520 211 -- 1,731 1,676 207 -- 1,883
------- ------ ----- ------- ------- ------ ---- -------
Net (loss) gain
from operations
before federal
income taxes..... 599 172 (17) 754 319 104 (51) 372
Federal income
taxes (excluding
tax on capital
gains) (h)....... 398 13 -- 411 159 16 -- 175
------- ------ ----- ------- ------- ------ ---- -------
Net (loss) gain
from operations.. 201 159 (17) 343 160 88 (51) 197
Net realized
capital (losses)
gains (a)(d)(i).. (873) (99) (84) (1,056) (54) (46) 15 (85)
------- ------ ----- ------- ------- ------ ---- -------
Net (loss) income. $ (672) $ 60 $(101) $ (713) $ 106 $ 42 $(36) $ 112
======= ====== ===== ======= ======= ====== ==== =======
<CAPTION>
YEAR ENDED
DECEMBER 31, 1993
---------------------------------
HISTORICAL HISTORICAL PRO FORMA
METLIFE TNE ADJUSTMENTS METLIFE
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Income:
Premiums, annuity
considerations
and deposit funds
(k).............. $21,096 $1,942 $-- $23,038
Net investment
income (a)(b)(e). 7,356 797 (52) 8,101
Other income...... 231 139 -- 370
------- ------ ---- -------
Total income.... 28,683 2,878 (52) 31,509
------- ------ ---- -------
Benefits and
Expenses:
Benefit payments
(other than
dividends)....... 21,417 1,990 -- 23,407
Changes to
reserves, deposit
funds and other
policy
liabilities (c).. (439) (16) (9) (464)
Insurance expenses
and taxes (other
than federal
income and
capital gains
taxes)........... 2,496 448 -- 2,944
Net transfers to
separate
accounts......... 3,239 138 -- 3,377
------- ------ ---- -------
Total benefits
and expenses
before
dividends to
policyholders.. 26,713 2,560 (9) 29,264
------- ------ ---- -------
Net gain from
operations before
dividends to
policyholders and
federal income
taxes............ 1,970 318 (43) 2,245
Dividends to
policyholders
(g).............. 1,606 227 -- 1,833
------- ------ ---- -------
Net (loss) gain
from operations
before federal
income taxes..... 364 91 (43) 412
Federal income
taxes (excluding
tax on capital
gains) (h)....... 99 34 -- 133
------- ------ ---- -------
Net (loss) gain
from operations.. 265 57 (43) 279
Net realized
capital (losses)
gains (a)(d)(i).. (132) 32 -- (100)
------- ------ ---- -------
Net (loss) income. $ 133 $ 89 $(43) $ 179
======= ====== ==== =======
</TABLE>
II-46
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
SELECTED FINANCIAL INFORMATION
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
--------------------------------- ---------------------------------
HISTORICAL HISTORICAL PRO FORMA HISTORICAL HISTORICAL PRO FORMA
METLIFE TNE ADJUSTMENTS METLIFE METLIFE TNE ADJUSTMENTS METLIFE
---------- ---------- ----------- --------- ---------- ---------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Bonds.................. $ 70,955 $ 6,080 $ -- $ 77,035 $ 65,592 $ 6,275 $ -- $ 71,867
Stocks................. 3,646 815 -- 4,461 3,672 583 -- 4,255
Mortgage loans......... 14,211 1,629 (101) 15,739 14,524 1,998 (88) 16,434
Real estate............ 9,470 302 -- 9,772 10,417 395 -- 10,812
Policy loans........... 3,956 1,350 -- 5,306 3,964 1,342 -- 5,306
Cash and short-term
investments........... 1,923 651 -- 2,574 2,334 265 -- 2,599
Other invested assets.. 2,480 778 (270) 2,988 2,262 930 (235) 2,957
Premiums deferred and
uncollected........... 1,568 191 -- 1,759 1,250 217 -- 1,467
Investment income due
and accrued........... 1,589 282 -- 1,871 1,440 252 -- 1,692
Separate Account
assets................ 31,707 4,092 -- 35,799 25,424 3,388 -- 28,812
Other assets........... 627 91 -- 718 298 108 -- 406
-------- ------- ----- -------- -------- ------- ----- --------
Total Assets.......... $142,132 $16,261 $(371) $158,022 $131,177 $15,753 $(323) $146,607
======== ======= ===== ======== ======== ======= ===== ========
LIABILITIES AND SURPLUS
LIABILITIES
Reserves for life and
health insurance and
annuities............. $ 76,249 $ 8,117 $ 40 $ 84,406 $ 73,204 $ 7,961 $ 48 $ 81,213
Policy proceeds and
dividends left with
the Company........... 4,482 467 -- 4,949 3,534 418 -- 3,952
Dividends due to
policyholders......... 1,371 210 -- 1,581 1,407 208 -- 1,615
Premium deposit funds.. 12,891 1,865 -- 14,756 14,006 2,150 -- 16,156
Interest maintenance
reserve............... 1,148 -- -- 1,148 881 16 -- 897
Other policy
liabilities........... 3,882 90 -- 3,972 3,364 136 -- 3,500
Investment valuation
reserves (f).......... 1,860 429 (235) 2,054 1,981 362 (207) 2,136
Separate Account
liabilities........... 31,226 4,064 -- 35,290 25,159 3,358 -- 28,517
Other liabilities...... 2,459 395 20 2,874 1,337 512 9 1,858
-------- ------- ----- -------- -------- ------- ----- --------
Total Liabilities..... 135,568 15,637 (175) 151,030 124,873 15,121 (150) 139,844
-------- ------- ----- -------- -------- ------- ----- --------
SURPLUS
Special contingency
reserves.............. 754 50 -- 804 682 68 -- 750
Surplus notes.......... 1,400 148 -- 1,548 700 148 -- 848
Unassigned funds (j)... 4,410 426 (196) 4,640 4,922 416 (173) 5,165
-------- ------- ----- -------- -------- ------- ----- --------
Total Surplus......... 6,564 624 (196) 6,992 6,304 632 (173) 6,763
-------- ------- ----- -------- -------- ------- ----- --------
Total Liabilities and
Surplus............. $142,132 $16,261 $(371) $158,022 $131,177 $15,753 $(323) $146,607
======== ======= ===== ======== ======== ======= ===== ========
</TABLE>
II-47
<PAGE>
- --------
(a) Pro forma results include conforming adjustments to eliminate accrued net
interest income from preferred returns on joint venture real estate and to
record losses from those joint ventures in excess of the company's share
when it exercises economic control over the venture or is obligated or
expected to fund losses in its partners' negative capital accounts.
MetLife amortized the cumulative effect of recording losses in excess of
its share in 1993 over the three year period 1993-1995. Accordingly, the
pro forma adjustments include an additional $72 million cumulative effect
relating to TNE's portfolio, amortized over that period. The effect of
these pro forma adjustments is to decrease net investment income by $52
million, $41 million and $15 million in the years ended December 31, 1993,
1994 and 1995, respectively, by $3 million and $4 million for the three
months ended March 31, 1996 and 1995, respectively. In addition, pro forma
net realized capital gains has been increased by $15 million for the year
ended December 31, 1994.
(b) Includes conforming adjustments to recognize certain interest rate swap
losses immediately. Pro forma net investment income has been decreased by
$10 million in each of the years ended December 31, 1994 and 1995. For the
three month periods ended March 31, 1996 and 1995, pro forma net
investment income was increased by $4 million and decreased by $3 million,
respectively.
(c) Pro forma policy reserves have been adjusted to reflect New York reserve
requirements that are different from Massachusetts requirements. As a
result, changes to reserves decreased (increased) by $9 million, $(1)
million and $8 million in the years ended December 31, 1993, 1994 and
1995, respectively, and by $1 million and $2 million for the three months
ended March 31, 1996 and 1995, respectively.
(d) In 1995, MetLife established an allowance for losses on real estate
expected to be disposed of in the near term by recording a realized
capital loss. Previously unrealized loss reserves have been reclassified
to reflect a realized capital loss of $63 million in 1995 for property in
TNE's portfolio that would have been included in a pro forma allowance. In
addition, $20 million is recognized in connection with planned disposals
of joint venture real estate in the near term. Accordingly, pro forma net
realized capital gains has been decreased by $83 million for the year
ended December 31, 1995. A pro forma unrealized capital gain of $63
million has been reflected in the same period.
(e) Pro forma net investment income has been decreased by $90 million for the
three months ended March 31, 1996, to reflect the Settlement Agreement
among TNE, Copley Real Estate Advisors, Inc. and the Washington State
Investment Board (see Note 2 to the Unaudited Financial Statements of TNE
for the three months ended March 31, 1996), which is contingent on
completion of the Merger.
(f) Investment valuation reserves include an AVR (Asset Valuation Reserve) at
March 31, 1996 and 1995, and December 31, 1995 and 1994, and AVR and VIR
(Voluntary Investment Reserve) for December 31, 1993 for MetLife. They
include an AVR and VIR for TNE results for all periods presented. Pro
forma investment valuation reserves have been adjusted to reflect the
reclassification of mortgage loans reserves to an offset against assets
and the recomputation of the AVR taking into account the adjusted asset
balances and adjusted realized and unrealized capital gains. Historical
voluntary contributions to the AVR made by TNE of $124 million have not
been reflected in the pro forma financial information. Pro forma
investment valuation reserves have been decreased by $215 million, $207
million and $235 million as of December 31, 1993, 1994 and 1995,
respectively, and by $235 million and $207 million as of March 31, 1996
and 1995, respectively.
(g) Dividends to policyholders are discretionary and are subject to the
approval of MetLife's Board.
(h) For each of the periods prior to the quarter ended December 31, 1995,
MetLife's surplus tax has been calculated based on the tax liability
expected to be reported on the federal income tax return for each year
presented. For the three months ended March 31, 1996 and the year ended
December 31, 1995 surplus tax was calculated based on the expected final
tax for such periods.
(i) MetLife's results are net of $77 million and $(27) million transfer to the
Interest Maintenance Reserve for the three months ended March 31, 1996 and
1995, respectively, and $339 million, $48 million and $688 million
transfer to the IMR for the years ended December 31, 1995, 1994 and 1993,
respectively. TNE's results are net of $2 million, $(22) million, $(21)
million, $(21) million and $25 million, respectively, for each of the
periods ended March 31, 1996 and 1995, and December 31, 1995, 1994 and
1993.
II-48
<PAGE>
(j) In the opinion of MetLife, unassigned surplus is the source of funds for
payments of interest on and principal of their respective Surplus Notes
(see Note 9 to the Audited Financial Statements of TNE and Note 10 to the
Audited Financial Statements of MetLife). Currently, each such payment
requires specific prior approval of the appropriate state insurance
regulator, who also determines what portion, if any, is available for such
payments. Upon the Merger, TNE Surplus Notes became obligations of
MetLife.
(k) MetLife's results for the three months ended March 31, 1996 and 1995 and
the year ended December 31, 1995 include premium income relating to group
life and non-medical health insurance businesses acquired from The
Travelers Insurance Company and certain of its subsidiaries effective
January 1, 1995. MetLife's premium income includes amounts relating to
group health care benefits businesses insurance policies of $1,379 million
and $1,371 million, respectively, for the years ended December 31, 1994
and 1993. Effective January 1995, the group health care benefits
businesses were contributed to The MetraHealth Companies, Inc. Premium
income of MetLife subsequent to December 31, 1994 includes group health
care benefits businesses premium income relating to the period prior to
policy or contract renewal date and business for which reinsurance
agreements had not yet received regulatory approval.
II-49
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders
of New England Mutual Life Insurance Company:
We have audited the accompanying balance sheets of New England Mutual Life
Insurance Company as of December 31, 1995 and 1994, and the related statements
of operations, surplus, and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New England Mutual Life
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with the accounting practices prescribed or
permitted by the Division of Insurance of The Commonwealth of Massachusetts,
which are considered generally accepted accounting principles for mutual life
insurance companies.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 5, 1996
II-50
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
Bonds...................................................... $ 6,079.8 $ 6,274.6
Stocks..................................................... 121.4 98.7
Unconsolidated subsidiaries................................ 693.7 484.1
Mortgage loans............................................. 1,629.3 1,997.9
Real estate................................................ 951.2 1,173.4
Policy loans............................................... 1,350.4 1,341.6
Cash and short-term investments............................ 651.1 264.8
Other invested assets...................................... 128.8 151.9
Premiums deferred and uncollected.......................... 190.8 217.2
Investment income due and accrued.......................... 281.5 252.5
Separate Account assets.................................... 4,091.8 3,388.4
Other assets............................................... 91.3 107.7
--------- ---------
Total Assets............................................. $16,261.1 $15,752.8
========= =========
LIABILITIES
Reserves for life and health insurance and annuities....... $ 8,116.6 $ 7,961.2
Policy proceeds and dividends.............................. 466.8 417.8
Dividends due to policyholders............................. 210.0 208.2
Premium deposit funds...................................... 1,865.0 2,149.9
Other policy liabilities................................... 89.7 135.5
Investment valuation reserves.............................. 429.5 361.9
Separate Account liabilities............................... 4,064.1 3,358.1
Other liabilities.......................................... 395.4 528.0
--------- ---------
Total Liabilities........................................ 15,637.1 15,120.6
SURPLUS
Special contingency reserves............................... 50.0 68.4
Surplus notes.............................................. 147.6 147.6
Unassigned funds........................................... 426.4 416.2
--------- ---------
Total Surplus............................................ 624.0 632.2
--------- ---------
Total Liabilities and Surplus.......................... $16,261.1 $15,752.8
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-51
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
(IN MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
INCOME
Premiums, annuity considerations and deposit
funds.......................................... $1,679.0 $1,943.0 $1,881.1
Considerations for supplementary contracts and
dividend accumulations......................... 165.8 39.9 61.0
Net investment income........................... 758.2 720.3 796.6
Other income.................................... 155.2 141.6 139.2
-------- -------- --------
Total......................................... 2,758.2 2,844.8 2,877.9
-------- -------- --------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)......... 2,186.3 2,055.7 1,990.0
Changes to reserves, deposit funds and other
policy liabilities............................. (151.1) (181.7) (17.2)
Insurance expenses and taxes (other than federal
income and capital gains taxes)................ 404.4 429.2 449.1
Net transfers to Separate Accounts.............. (64.2) 230.2 138.3
-------- -------- --------
Total benefits and expenses before dividends
to policyholders............................. 2,375.4 2,533.4 2,560.2
-------- -------- --------
Net gain from operations before dividends to
policyholders and federal income taxes.......... 382.8 311.4 317.7
Dividends to policyholders....................... 211.4 207.6 227.0
-------- -------- --------
Net gain from operations before federal income
taxes........................................... 171.4 103.8 90.7
Federal income taxes (excluding tax on capital
gains).......................................... 12.9 15.7 33.5
-------- -------- --------
Net gain from operations......................... 158.5 88.1 57.2
Net realized capital (loss)...................... (98.7) (45.8) 32.2
-------- -------- --------
Net Income....................................... $ 59.8 $ 42.3 $ 89.4
======== ======== ========
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENTS OF SURPLUS
(IN MILLIONS)
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Surplus--beginning of year....................... $ 632.2 $ 400.9 $ 605.5
Net Income....................................... 59.8 42.3 89.4
Surplus notes.................................... -- 147.6 --
Other changes to surplus......................... (68.0) 41.4 (294.0)
-------- -------- --------
Surplus--end of year............................. $ 624.0 $ 632.2 $ 400.9
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-52
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
FROM OPERATING ACTIVITIES
Premiums.................................... $ 1,727.7 $ 1,920.5 $ 1,872.6
Net investment income....................... 765.8 728.0 952.3
Benefits.................................... (2,221.0) (2,040.8) (1,999.6)
Net transfers to Separate Accounts.......... 45.3 (226.9) (147.3)
Expenses and taxes.......................... (467.8) (445.2) (447.8)
Policyholder dividends...................... (213.6) (221.0) (255.5)
Net (increase) in policy loans.............. (8.8) (20.3) 44.0
Other income and disbursements, net......... 380.3 (184.7) 139.7
--------- --------- ---------
Net cash flow from operating activities... 7.9 (490.4) 158.4
--------- --------- ---------
FROM INVESTING ACTIVITIES
Proceeds from investments sold, matured, or
repaid..................................... 3,654.3 3,220.1 5,019.2
Cost of investments acquired................ (3,178.3) (3,307.1) (4,921.5)
--------- --------- ---------
Net cash flow from investing activities... 476.0 (87.0) 97.7
--------- --------- ---------
FROM FINANCING ACTIVITIES
Issuance of surplus notes................... -- 147.6 --
Issuance of floating rate notes payable..... -- 125.0 --
Issuance of 6% demand note payable.......... 26.8 -- --
Repayment of floating rate notes payable.... (124.4) -- --
Repayment of 8% note payable................ -- -- (19.2)
Repayment of 7 3/8% debentures.............. -- -- (12.3)
--------- --------- ---------
Net cash flow from financing activities... (97.6) 272.6 (31.5)
--------- --------- ---------
NET CASH FLOW................................. 386.3 (304.8) 224.6
Cash and short-term investments
Beginning of year........................... 264.8 569.6 345.0
--------- --------- ---------
End of year................................. $ 651.1 $ 264.8 $ 569.6
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-53
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
New England Mutual Life Insurance Company offers a complete line of ordinary
life insurance products, group pension contracts, group life and health
contracts, and, through its affiliates, variable life insurance and annuity
products, mutual funds, and investment management products. Based on sales and
assets, the company's principal market is ordinary and variable life
insurance, which it sells through a network of general agencies located
throughout the United States.
Basis of Presentation
The Company prepares its statutory financial statements, except as to form,
in accordance with accounting practices prescribed or permitted by the
Division of Insurance of The Commonwealth of Massachusetts. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as state laws,
regulations, and general administrative rules. Permitted accounting practices
encompass all accounting practices not so prescribed. Permitted and prescribed
statutory accounting practices are currently considered generally accepted
accounting principles (GAAP) for mutual life insurance companies.
The Financial Accounting Standards Board issued Interpretation 40,
Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises, and Statement of Financial Accounting
Standards No. 120, Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts. The American Institute of Certified Public
Accountants issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. Neither of these
groups has a role in establishing regulatory accounting practices. These
pronouncements will require mutual life insurance companies to modify their
financial statements in order for them to continue to be in accordance with
generally accepted accounting principles, effective for the Company's 1996
financial statements. The manner in which policy reserves, new business
acquisition costs, asset valuations and the related tax effects are recorded
will change. Management has not determined the impact of such changes on its
financial statements.
Certain amounts from the 1994 and 1993 financial statements have been
reclassified to conform with the 1995 presentation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in accordance with permitted and
prescribed statutory accounting practices requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
Invested Assets
Carrying values of bonds and stocks have been determined in accordance with
methods and values adopted by the National Association of Insurance
Commissioners (NAIC). Bonds are carried primarily at amortized cost, preferred
stocks at cost, and common stocks (other than stocks of non-publicly traded
subsidiaries) at fair value based upon NAIC market prices. The Company carries
its investment in New England Investment Companies, L.P., (NEIC) a 56% owned,
publicly traded Delaware limited partnership, at a 14% discount from quoted
market value. The discount is determined by the NAIC Securities Valuation
Office based on volume of trading, the existence of market overhang, and
similar trading characteristics. At December 31, 1995 and 1994, the Company's
investment in NEIC had a fair value of $439.2 million and $324.8 million,
respectively, and a carrying value of $377.7 million and $279.4 million,
respectively.
Mortgage loans on real estate are carried at outstanding principal balance
or amortized cost. The Company establishes investment valuation reserves equal
to the amount by which the admitted value of each mortgage loan that has been
modified, is delinquent 90 days or more, or is in the process of modification,
exceeds the estimated fair value of its underlying collateral. These
investment valuation reserves are adjusted annually based upon current
valuations.
II-54
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Investment real estate is carried at cost less accumulated depreciation and
encumbrances of $65.9 million in 1995 and accumulated depreciation and
encumbrances of $91.4 million in 1994. A loss reserve is established when the
fair value of the real estate is less than the carrying value, and the loss is
considered other than temporary, but not permanent. Losses considered
permanent are realized and any previously established loss reserve is
reversed. Depreciation is computed principally using the straight-line method
over an average life of forty years.
Policy loans are carried at the aggregate of the unpaid balances. Policy
loans are an integral part of insurance products and have no maturity dates.
Consequently it is not practicable to value these instruments. Short-term
investments are carried principally at cost, which approximates fair value,
and include securities with a maturity date at purchase of less than one year.
Investments in real estate joint ventures and unconsolidated subsidiaries,
unless publicly traded, are valued using the equity method. Other long-term
investments are carried principally at cost.
Prepayment assumptions for loan-backed bonds and structured securities were
obtained from investment advisors and are updated on a quarterly basis. These
assumptions are consistent with the current interest rate and economic
environment. The prospective method is used to value loan-backed securities.
Realized gains and losses on the sales of investments are determined on the
specific identification method. Unrealized gains and losses are accounted for
as increases or decreases in surplus.
Risk Management Instruments
Amounts receivable or payable under interest rate swaps used to manage
interest rate exposures from mismatches between assets and liabilities are
recognized as interest income or expense.
Gains and losses on hedges of existing assets or liabilities are deferred
and included in the carrying amounts of those assets or liabilities and are
ultimately recognized in income when resulting premiums or discounts are
amortized or at the time of disposal. Gains and losses related to qualifying
hedges of firm commitments or anticipated transactions also are deferred and
are recognized in income, or as adjustments of carrying amounts, when the
hedged transaction occurs. Gains and losses on early termination of contracts
that qualify for hedge accounting are deferred and are amortized through the
Interest Maintenance Reserve or as an adjustment to the yield of the related
asset or liability.
Life, Health and Annuity Reserves
Reserves for life insurance policies are predominantly developed using the
1958 and 1980 Commissioners' Standard Ordinary Mortality Table on the Net
Level Premium Method or the Commissioners' Reserve Valuation Method with
assumed interest rates ranging from 2.5% to 6%.
Reserves for group annuities covering purchased benefits are based on
accepted actuarial methods principally at interest rates ranging from 2.75% to
11%. Where benefits have not as yet been purchased, the deposits represent the
accumulated fund balances (net of expenses and fixed surrender charges) at
various interest rates. Group pension and other deposits have a fair value of
$1.9 billion at December 31, 1995 and $2.2 billion at December 31, 1994 as
determined by applying discount rates consistent with pricing for Guaranteed
Investment Contracts to the projected cash flows for the deposits.
Approximately $5.1 billion or 69.4% of the $7.3 billion of gross annuity
reserves and deposit liabilities in the General and Separate Accounts are
subject to discretionary withdrawal with adjustment for market value or
surrender charges. Another $1.4 billion or 19.7% are not subject to
withdrawal. The balance is subject to discretionary withdrawal without
adjustment.
Recognition of Premium Revenue and Related Expenses
Premium revenue is recognized during the premium paying period. Commissions
and other expenses in connection with acquiring new business are charged to
current operations as incurred.
II-55
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Policyholder Dividends
The Company determines the amount of dividends to be allocated to
participating policies by means of a formula which establishes its dividend
scale for the following year with respect to each group of policies. A
liability for the dividends to be paid or credited to policyholders during the
following year on the anniversary date of the policies is established at each
year-end.
Separate Account
Separate Account assets and liabilities represent funds administered and
invested by the Company for the benefit of certain pension and annuity
contractholders. The values of the funds in the Separate Account are not
guaranteed but reflect the actual investment performance of the respective
accounts. The assets are carried at fair value.
Special Contingency Reserves
The Company has established a special purpose surplus fund for the possible
payment of federal income taxes relating to future disposals of Separate
Account real estate holdings.
Unconsolidated Subsidiaries
The Company records its equity in the earnings of unconsolidated
subsidiaries as unrealized gains or losses, which increases or decreases the
Asset Valuation Reserve, and records dividends that are not considered return
of capital in net investment income.
The Company owns 100% of the outstanding common stock of the following
companies:
Boylston Capital Advisors, Inc. TNE-Y Inc.
COAC Co., Inc. NEL Partnership Investments I,
CRB Co., Inc. Inc.
CRH Companies, Inc. NELRECO Troy, Inc.
Exeter Reassurance Company, Ltd. New England Pension and Annuity
L/C Development Corporation Company
New England Life Mortgage Funding Corporation New England Securities
TNE Advisers, Inc. Corporation
New England Investment Companies, Inc. New England Variable Life
G.A. Holdings Companies, Inc. Insurance Company
LC Park Place Corporation Newbury Insurance Company,
Limited
TNE Information Services, Inc.
TNE Funding Corporation
DPA Holding Corp.
Lyon/Copley Corporation
Summarized financial data for unconsolidated subsidiaries at December 31,
1995 and 1994 is shown below:
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- -----
(IN MILLIONS)
<S> <C> <C> <C>
Total assets at year-end............................ $2,215.9 $1,927.7
Total liabilities at year-end....................... 1,534.1 1,450.6
Net income.......................................... 41.2 9.1 (15.0)
Dividends paid by subsidiaries to the Company....... 36.1 38.6 29.0
</TABLE>
The Company owns 100% of the outstanding voting common stock and 0% of the
outstanding participating common stock of Omega Reinsurance Corporation.
The Company owns 56% of the outstanding partnership units of New England
Investment Companies, L.P.
Many of the Company's real estate joint ventures have mortgage loans with
the Company. The carrying values of such mortgages were $232.7 million and
$392.3 million at December 31, 1995 and 1994, respectively.
II-56
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
2. INVESTMENT RESERVES AND INTEREST MAINTENANCE RESERVE
The Asset Valuation Reserve (AVR) is designed to mitigate the effect of
valuation and credit-related losses on unassigned surplus. The AVR covers all
invested asset classes with risk of loss, including bonds, common stock,
mortgage loans and real estate.
The Interest Maintenance Reserve (IMR) accumulates realized capital gains
and losses on the sale of all types of fixed-income securities that result
from changes in the overall level of interest rates. These gains are amortized
into operating income over the remaining life of each investment sold. The IMR
amounted to $(1.9) million and $16.5 million as of December 31, 1995 and 1994,
respectively. The negative balance of the IMR at December 31, 1995 was treated
as a non-admitted asset. The amortization of the IMR into net income net of
federal income tax for 1995, 1994 and 1993 was $(2.7) million, $3.7 million
and $6.5 million, respectively.
3. INVESTMENTS
The carrying value and estimated fair values of debt securities excluding
Separate Account assets are as follows:
<TABLE>
<CAPTION>
1995
----------------------------------
GROSS
UNREALIZED ESTIMATED
CARRYING -------------- FAIR
VALUE GAINS LOSSES VALUE
-------- ------ ------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies....... $ 321.5 $ 11.0 $ -- $ 332.5
Corporate securities............. 3,997.6 230.8 (32.3) 4,196.1
Mortgage-backed securities....... 1,205.2 26.3 (33.3) 1,198.2
Other debt securities............ 555.5 39.8 (7.4) 587.9
-------- ------ ------- --------
Totals......................... $6,079.8 $307.9 $ (73.0) $6,314.7
======== ====== ======= ========
<CAPTION>
1994
----------------------------------
GROSS
UNREALIZED ESTIMATED
CARRYING -------------- FAIR
VALUE GAINS LOSSES VALUE
-------- ------ ------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies....... $ 462.5 $ 0.7 $ (29.8) $ 433.4
Corporate securities............. 3,727.3 22.8 (172.9) 3,577.2
Mortgage-backed securities....... 1,806.8 4.9 (221.9) 1,589.8
Other debt securities............ 278.0 1.6 (17.7) 261.9
-------- ------ ------- --------
Totals......................... $6,274.6 $ 30.0 $(442.3) $5,862.3
======== ====== ======= ========
</TABLE>
Publicly traded debt securities are valued based upon NAIC market prices.
The estimated fair values of private placement obligations are determined
using an internal matrix based on market interest rates, the credit rating of
the specific security and public prices of similar securities.
II-57
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The carrying value and estimated fair value of debt securities at December
31, 1995 by contractual maturity are shown below. Stated maturities may differ
from contractual maturities because some borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
-------- ---------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less................................... $ 188.2 $ 188.8
Due after one year through five years..................... 914.6 944.5
Due after five years through ten years.................... 2,079.7 2,184.4
Due after ten years....................................... 1,692.2 1,798.9
Mortgage-backed securities................................ 1,205.1 1,198.1
-------- --------
Totals.................................................. $6,079.8 $6,314.7
======== ========
</TABLE>
Proceeds from sales of investments in debt securities were $2,046.5 million,
$1,489.2 million and $1,569.2 million in 1995, 1994 and 1993, respectively.
Gross realized gains were $39.3 million, $5.8 million and $35.2 million, and
gross realized losses were $33.2 million, $35.6 million and $13.1 million in
1995, 1994 and 1993, respectively. Net realized losses of $(21.0) million,
$(20.9) million and $24.7 million in 1995, 1994 and 1993, respectively, were
transferred to the IMR.
The carrying values and estimated fair values of stocks and mortgage loans
at December 31 are as follows:
<TABLE>
<CAPTION>
1995 1994
------------------ ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- --------- -------- ---------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C>
Stocks................................. $ 121.4 $ 121.4 $ 98.7 $ 98.7
Mortgage loans......................... 1,629.3 1,527.4 1,997.9 1,740.6
</TABLE>
The estimated fair value of mortgage loans is determined using an internal
matrix based upon market interest rates and a credit rating system.
There are no significant concentrations of bonds by issuer or by industry.
As of December 31, 1995 and 1994 the Company's mortgage loans and real
estate were distributed as follows:
<TABLE>
<CAPTION>
1995 1994
------------------------- -------------------------
CARRYING VALUE % OF TOTAL CARRYING VALUE % OF TOTAL
-------------- ---------- -------------- ----------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C>
Geographic Region
Pacific............... $ 839.4 32.5% $1,139.5 35.9%
South Atlantic........ 495.8 19.2 566.2 17.9
North Central......... 339.7 13.2 374.5 11.8
New England........... 323.7 12.6 380.7 12.0
Middle Atlantic....... 282.7 11.0 343.5 10.8
South Central......... 189.5 7.3 244.5 7.7
Mountain.............. 109.7 4.2 121.6 3.8
Other................. -- -- 0.8 0.1
-------- ----- -------- -----
Total............... $2,580.5 100.0% $3,171.3 100.0%
======== ===== ======== =====
</TABLE>
II-58
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
1995 1994
------------------------- -------------------------
CARRYING VALUE % OF TOTAL CARRYING VALUE % OF TOTAL
-------------- ---------- -------------- ----------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C>
Property Type
Office................ $1,253.3 48.6% $1,600.9 50.4%
Industrial............ 730.5 28.3 891.2 28.1
Residential........... 350.7 13.6 377.1 11.9
Retail................ 211.6 8.2 268.6 8.5
Hotel................. 34.4 1.3 33.5 1.1
-------- ----- -------- -----
Total............... $2,580.5 100.0% $3,171.3 100.0%
======== ===== ======== =====
</TABLE>
The Company's balance of restructured mortgage loans was $778.0 million and
$868.1 million as of December 31, 1995 and 1994, respectively. Interest income
which would have been recorded in accordance with the original terms of these
loans would have amounted to approximately $69.8 million, $82.1 million and
$69.7 million in 1995, 1994 and 1993, respectively. Total income included in
net investment income for these loans was approximately $36.8 million,
$33.1 million and $24.3 million in 1995, 1994 and 1993, respectively.
4. DERIVATIVES
Interest Rate Swaps
The Company enters into derivatives contracts, particularly interest rate
swaps, to hedge interest rate exposures arising from mismatched assets and
liabilities. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed-rate and floating-rate
interest amounts calculated on an agreed-upon notional principal amount.
Because asset durations have historically been shorter than liabilities, the
Company generally agrees to pay a floating rate to lengthen the duration of
its assets. Because the size of swap positions needed to reduce the impact of
market fluctuations on surplus varies over time, the Company may close out
swap positions or enter into swaps in which it receives the floating rate and
pays the fixed rate to reduce its net position.
At December 31, 1995, $646.8 million notional principal amount of such pay-
floating swaps and receive-fixed swaps was in effect. The original term to
maturity for these swaps is typically three to five years. The Company's
current credit exposure on swaps is limited to the value of interest rate
swaps that have become favorable to the Company. At December 31, 1995 and
1994, the market value of interest rate swaps in a favorable position was $0
and $0.5 million, respectively, while the net value of all positions was $31.5
million and $111.7 million unfavorable, respectively.
5. POSTRETIREMENT BENEFIT AND SAVINGS PLANS
The Company's Home Office Retirement Plan and related Select Employees'
Supplemental Retirement Plan (together the "Plan") cover substantially all of
its employees. Retirement benefits are based primarily on years of service and
the employee's final average salary. The Company's funding policy is to
contribute annually an amount that can be deducted for federal income tax
purposes using a different actuarial cost method and different assumptions
from those used for financial reporting purposes. The net pension cost charged
to income in 1995, 1994 and 1993 was $7.6 million, $7.6 million and $7.1
million, respectively.
II-59
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The following information for the Plan includes amounts relating to
unconsolidated non-wholly-owned affiliates. Accordingly, the amounts presented
are greater than the Company's share.
<TABLE>
<CAPTION>
1995 1994
------ ------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of accumulated plan benefits........ $119.0 $104.0
Projected benefit obligation................................ $168.0 $157.0
Net assets available for plan benefits...................... $116.0 $ 97.0
Unrecognized prior service cost............................. $ 4.0 $ 4.4
Unrecognized net (loss) from past experience different from
that assumed............................................... $(47.3) $(60.9)
Unamortized transition gains................................ $ 5.2 $ 6.4
</TABLE>
The components of net pension cost were:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ -----
(IN MILLIONS)
<S> <C> <C> <C>
Service cost.......................................... $ 4.8 $ 6.6 $ 6.1
Interest cost......................................... 11.0 10.6 9.9
Actual return on plan assets.......................... (20.9) 2.1 (2.3)
Net amortization and deferral......................... 12.7 (10.0) (5.5)
Costs allocated to affiliates......................... -- (1.7) (1.1)
------ ------ -----
Net periodic pension cost........................... $ 7.6 $ 7.6 $ 7.1
====== ====== =====
</TABLE>
The weighted average discount rate was 8.0%, 7.5% and 8.0% in 1995, 1994 and
1993, respectively. The rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit was 5.0% for
1995 and 1994 and 5.5% for 1993. Plan assets consist of bonds, stocks, real
estate and insurance contracts and have an assumed long-term rate of return of
8.5% for 1995, 1994 and 1993.
The Company has defined contribution and contributory pension and savings
plans covering substantially all of its employees and full-time agents, and
deferred compensation plans for agents who meet certain service requirements,
for certain senior officers and directors, and general agents. The Company's
contributions to these plans, charged to operations in 1995, 1994 and 1993,
were $15.8 million, $17.3 million and $17.1 million, respectively.
6. OTHER POSTRETIREMENT BENEFITS
In addition to providing pension benefits, the Company provides certain
health care and life insurance benefits for retired employees. Substantially
all employees become eligible for these benefits if they have met certain age
and service requirements at retirement. The Company intends to fund the
accumulated postretirement benefit obligation as benefits become due.
II-60
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The following sets forth the plan's funded status reconciled with amounts
reported in the Company's balance sheet.
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- ----
(IN MILLIONS)
<S> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retirees................................................ $31.7 $31.4
Fully eligible active plan participants................. 7.1 5.8
----- -----
Total..................................................... 38.8 37.2
less: unrecognized transition obligation 36.1 41.0
plus: unrecognized net gain 4.9 10.0
----- -----
Accrued postretirement benefit liability.................. $ 7.6 $ 6.2
===== =====
The components of net postretirement benefit cost were:
Estimated eligibility cost.............................. $ 0.9 $ 0.9 $1.9
Interest cost........................................... 2.8 2.9 3.7
Amortization of transition obligation over 20 years..... 2.1 2.3 2.3
Amortization of gain over 17 years...................... (0.6) (0.6) --
----- ----- ----
Net postretirement benefit cost........................... $ 5.2 $ 5.5 $7.9
===== ===== ====
</TABLE>
Net postretirement benefit cost for the year ended December 31, 1995
includes the expected cost of such benefits for newly vested employees,
interest cost, gains and losses arising from differences between actuarial
assumptions and actual experience, and amortization of the transition
obligation. The discount rate used to determine the net postretirement benefit
cost was 8.5%, 8.0% and 8.5% in 1995, 1994 and 1993, respectively. The Company
made contributions to the plan of $3.8 million, $3.6 million and $3.6 million
in 1995, 1994 and 1993, respectively, as claims were incurred.
The discount rate used to determine the accumulated postretirement benefit
obligation was 7.25%, 8.5% and 8.5% for 1995, 1994 and 1993, respectively, and
the health care cost trend rate was 8.6% graded to 5.5% over 8 years in 1995,
9% graded to 5.5% over 9 years for 1994 and 12% graded to 6% over 10 years for
1993. The health care cost trend rate assumption has a minimal impact on the
amounts reported, since the Company has capped its contributions at 200% of
1993 levels.
The estimated accumulated benefit obligation for active nonvested employees
was $14.2 million and $13.3 million at December 31, 1995 and 1994,
respectively.
7. FEDERAL INCOME TAXES
Federal income taxes are provided on the basis of amounts estimated to be
payable under the Internal Revenue Code. The Company files a consolidated
federal income tax return with its life insurance subsidiaries and its wholly-
owned non-life insurance subsidiaries.
The Internal Revenue Service has completed its examination of the Company's
income tax returns through 1991 and is currently examining the income tax
returns for 1992 and 1993. The Company is contesting certain issues since
1976. The outcome of these proceedings is not currently determinable but, in
the opinion of management, would not have a materially adverse effect on the
financial statements.
The tax benefit of capital losses was $23.5 million and $16.5 million for
1995 and 1994, respectively. The tax on capital gains was $22.0 million for
1993.
II-61
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
8. NOTES PAYABLE
Notes payable (included in other liabilities) consist of:
<TABLE>
<CAPTION>
DECEMBER 31
------------
1995 1994
----- ------
(IN
MILLIONS)
<S> <C> <C>
6% demand note payable......................................... $26.8 $ --
Floating rate notes payable.................................... -- 124.3
Commercial paper............................................... 6.7 6.7
----- ------
Total........................................................ $33.5 $131.0
===== ======
</TABLE>
The floating rate (one month LIBOR plus .25%) notes were payable solely
from, and were collateralized by, $666.1 million of senior certificates. These
senior certificates were collateralized mortgage obligations included in bonds
on the Company's balance sheet. Interest and principal were paid monthly
solely from the cash flow of the senior certificates. The notes were fully
paid by August 1995. The carrying value of the notes payable approximated
their fair values, which were estimated based upon current market interest
rates for similar debt.
9. SURPLUS NOTES
In February 1994, the Company privately placed $150 million, aggregate
principal amount, of 7 7/8% Surplus Notes (the "Notes"), due February 15,
2024, with semi-annual interest payments. The Notes are expressly subordinate
in right of payment to policy claims and other indebtedness of the Company.
The Notes are not subject to redemption by the Company or through the
operation of a sinking fund prior to maturity. Proceeds of the issuance of the
Notes net of discount and costs of issuance amounted to $145.9 million.
These proceeds were received in cash and have been reflected in surplus.
Each payment of interest on and principal of the Notes may be made only with
the prior approval of the Massachusetts Commissioner of Insurance (the
"Commissioner"). The Company will not accrue any liability for payment of
interest or principal prior to obtaining the Commissioner's approval for
payment. Accrued interest, approved by the Commissioner, as of December 31,
1995 was $4.5 million. Total interest expense on the Notes was $11.8 million
in 1995 and $10.6 million in 1994, respectively.
10. SURPLUS
Other changes to surplus consist of:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ -------
(IN MILLIONS)
<S> <C> <C> <C>
Net unrealized capital gains or (losses)........... $ 75.3 $(80.8) $ 55.6
Change in valuation bases of policyholders'
reserves.......................................... (50.8) -- --
Change in investment reserves...................... (67.6) 63.5 (340.9)
Special purpose surplus funds...................... (18.4) 67.7 --
Other changes in surplus........................... (6.5) (9.0) (8.7)
------ ------ -------
Total............................................ $(68.0) $ 41.4 $(294.0)
====== ====== =======
</TABLE>
11. REINSURANCE
The Company's practice on individual products is to retain not more than
$5,000,000 of risk on any person, excluding accidental death benefits. Total
individual life premiums ceded were $150.1 million, $80.5 million and $77.5
million at December 31, 1995, 1994 and 1993, respectively. The Company also
reinsures a portion of its group life business. The group life premiums ceded
were $11.1 million, $12.5 million and $12.5 million at December 31, 1995, 1994
and 1993, respectively.
II-62
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The total individual and group life insurance in force ceded was $15.4
billion, $16.0 billion and $12.3 billion at December 31, 1995, 1994 and 1993,
respectively.
In 1994, the Company reinsured, under a traditional reinsurance arrangement,
approximately 24% of a block of ordinary whole life insurance policies issued
between 1979 and 1993 and not otherwise reinsured with a wholly-owned
subsidiary which retroceded half that block with an unaffiliated reinsurer. As
part of the transaction, the Company amortizes the ceding allowance it
received in 1994, producing an increase in net income of $4.4 million in 1995.
As part of joint venture agreements to market group health and individual
disability income products, the Company reinsures with its partners. The
premiums ceded under these agreements were $122.6 million, $115.1 million and
$110.0 million in 1995, 1994 and 1993, respectively. Under a separate
reinsurance arrangement, effective January 1, 1993, the Company reinsures with
its joint venture partners 80% of all small group business. The premiums ceded
under this arrangement were $125.3 million, $108.3 million and $105.5 million
in 1995, 1994 and 1993, respectively.
Business is ceded to reinsurers on the yearly renewable term, coinsurance,
and modified coinsurance bases. The Company is party to a number of
reinsurance agreements with nonaffiliated insurers by means of which,
consistent with usual industry practices, some or all of the mortality or
morbidity risk of the Company is transferred to the other companies. The
Company assumes a small amount of retrocessions from reinsurers and a small
amount of reinsurance from an affiliate.
The Company is contingently liable with respect to ceded insurance should
any reinsurer be unable to meet the obligations assumed by it.
In 1995 the Company recognized a $14.1 million-after tax loss on the
recapture of two surplus relief treaties.
12. COMMITMENTS AND CONTINGENCIES
The Company's obligations with respect to $89.9 million of zero-coupon
Eurobonds due in 1999 issued by an unconsolidated subsidiary in 1985 (and
secured by mortgage loans of the issuer) include obligations to substitute
collateral for any defaulted mortgage loan and to provide sufficient funds to
the issuer to enable redemption as a result of any amendment of United States
tax law which would require the issuer to withhold taxes on interest payments.
The Company's obligations with respect to the bonds are subordinated to
obligations to policyholders. The balance of these Eurobonds, net of
unamortized discount, was $63.3 million as of December 31, 1995.
The Company is guarantor of the obligations arising out of certain financial
instruments issued by a limited partnership in which the Company has an
investment. The financial instruments guaranteed by the Company include
interest rate swap and option contracts between the partnership and other
counterparties. The Company is exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap and option
contracts. As of December 31, 1995, contracts in a loss position amounted to
$36.0 million and contracts in a gain position amounted to $40.3 million.
A 1985 agreement, under which the Company sold tax-exempt mortgage loans,
obligates the Company to repurchase defaulted loans. As of December 31, 1995,
the principal amount of the tax-exempt loans outstanding was $8.2 million.
In addition, at December 31, 1995, the Company is a guarantor of $272.2
million of outstanding indebtedness and other obligations, lease obligations
of $60.8 million and municipal reinvestment contract obligations of $142.6
million. The Company's obligations with respect to the outstanding
indebtedness, leases and municipal reinvestment contracts are subordinated to
obligations to policyholders. The Company has standby commitments to provide
permanent mortgage financing of $113.6 million as of December 31, 1995.
Management does not anticipate any losses in connection with the above that
would have a material effect on its financial position.
II-63
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Company and Copley Real Estate Advisors, Inc. ("Copley"), an indirect,
majority-owned subsidiary of the Company, are parties to lawsuits arising out
of investments made by institutional investors in certain real estate separate
accounts of the Company, which are or were advised by Copley.
There are currently two lawsuits pending.
First, on July 30, 1993, the Washington State Investment Board ("WSIB")
filed suit against the Company and Copley in the Superior Court of the State
of Washington for Thurston County. The WSIB's suit alleges that certain public
employee retirement plans whose funds were invested by the WSIB have lost over
$600.0 million of the $800.0 million they invested in the Prentiss/Copley
Investment Group ("PCIG") and certain other real estate ventures advised by
Copley. The suit seeks rescission of the investments and repayment of the
amounts invested, or alternatively, money damages, plus interest, attorneys'
fees and costs, together with disgorgement of fees and profits received by the
Company and Copley. The Company and Copley have filed an answer denying all
liability to WSIB and raising a number of affirmative defenses. Production of
documents is substantially complete. The Company and Copley have completed a
substantial number of depositions of WSIB witnesses, and WSIB has begun its
depositions of Company and Copley witnesses. The suit is scheduled for trial
beginning on September 9, 1996.
Second, on July 30, 1993, the State Teachers Retirement System of Ohio
("Ohio Board") filed suit against the Company and Copley in the United States
District Court for the Southern District of Ohio. The Ohio Board alleges that
it has lost substantially all of the value of its $50.0 million investment in
PCIG and seeks restoration of that amount, plus interest and disgorgement of
profits made by the Company and Copley, as well as attorneys' fees and costs.
Production of documents is substantially complete. No substantive depositions
have been taken by the Ohio Board, nor has the Company taken any substantive
depositions of Ohio Board witnesses. The court has not set a discovery
schedule, nor has a trial date been set.
In 1995, the Company established a reserve of $10.0 million on its financial
statements with respect to the WSIB lawsuit. The Company has agreed to
indemnify Copley against any and all liability and expense arising out of
these suits or out of other claims or actions relating to the Washington State
retirement plans' or the Ohio Board's investments.
In addition to the two lawsuits described above, the Company is involved in
various litigation in the ordinary course of business. In the opinion of
management, this litigation should not result in judgments or settlements
which, in the aggregate, would have a material adverse effect on the Company's
financial condition.
13. MERGER
The Company and Metropolitan Life Insurance Company (MetLife) have entered
into a definitive agreement, effective as of August 16, 1995, pursuant to
which the Company would be merged with and into MetLife. The closing of the
merger is subject to various conditions, including but not limited to the
obtaining of various regulatory approvals and the approvals of the
policyholders of both companies. It is currently anticipated that the merger
will be consummated during the second quarter of 1996.
The carrying value of the Company's assets is based, in part, on the
assumption that they will be held indefinitely as long-term investments. It is
reasonably possible that MetLife could change the investment objectives of the
portfolio subsequent to the merger and dispose of certain assets, particularly
mortgage and real estate holdings. If so, the realizable value of those assets
could be reduced in the near term.
14. EVENT SUBSEQUENT TO REPORT OF INDEPENDENT ACCOUNTANTS (UNAUDITED)
The litigation with the WSIB described in Note 12 is the subject of a
Settlement Agreement dated as of June 6, 1996 among the Company, Copley and
the WSIB. The settlement is subject to the consummation of the merger between
the Company and MetLife described in Note 13. If the merger has not occurred
by November 5, 1996, the WSIB has the option to void the Settlement Agreement,
in which case the litigation will resume. If the merger has not occurred by
December 31, 1996, the Company has the option to void the Settlement
Agreement, in which case the litigation will resume.
II-64
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Under the terms of the Settlement Agreement, MetLife, as successor to the
Company, will make a cash payment and transfer other consideration to WSIB and
WSIB will transfer certain real estate assets to MetLife so as to accomplish
the total disengagement of the real estate relationship between the
Company/Copley and WSIB. MetLife will acquire, for cash, from WSIB certain
real estate at a fair market value of approximately $102.5 million. In
addition, WSIB will receive consideration of approximately $62.5 million from
MetLife and certain real estate interests presently owned by the Company. The
net cost of the settlement to MetLife will be approximately $117 million. Upon
consummation of the settlement, the parties will exchange full releases and
the litigation will be dismissed with full prejudice.
II-65
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
INTERIM BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
-------------- ---------------------
(UNAUDITED) (DERIVED FROM AUDITED
FINANCIAL STATEMENT)
<S> <C> <C>
ASSETS
Bonds.................................... $ 6,453.6 $ 6,079.8
Stocks................................... 126.6 121.4
Unconsolidated subsidiaries.............. 715.9 693.7
Mortgage loans........................... 1,590.6 1,629.3
Real estate.............................. 957.7 951.2
Policy loans............................. 1,342.4 1,350.4
Cash and short-term investments.......... 255.9 651.1
Other invested assets.................... 157.1 128.8
Premiums deferred and uncollected........ 169.4 190.8
Investment income due and accrued........ 280.3 281.5
Separate Account assets.................. 4,285.5 4,091.8
Other assets............................. 107.7 91.3
--------- ---------
Total Assets........................... $16,442.7 $16,261.1
========= =========
LIABILITIES
Reserves for life and health insurance
and annuities........................... $ 8,130.6 $ 8,116.6
Policy proceeds and dividends............ 479.7 466.8
Dividends due to policyholders........... 210.1 210.0
Premium deposit funds.................... 1,714.8 1,865.0
Other policy liabilities................. 91.1 89.7
Investment valuation reserves............ 462.8 429.5
Separate Account liabilities............. 4,258.0 4,064.1
Other liabilities........................ 485.7 395.4
--------- ---------
Total Liabilities...................... 15,832.8 15,637.1
SURPLUS
Special contingency reserves............. 50.0 50.0
Surplus notes............................ 147.6 147.6
Unassigned funds......................... 412.3 426.4
--------- ---------
Total Surplus.......................... 609.9 624.0
--------- ---------
Total Liabilities and Surplus........ $16,442.7 $16,261.1
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-66
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
INTERIM STATEMENTS OF OPERATIONS
(IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1995
--------- ---------
(UNAUDITED)
<S> <C> <C>
INCOME
Premiums, annuity considerations and deposit funds..... $ 399.6 $ 429.2
Considerations for supplementary contracts and dividend
accumulations......................................... 67.6 14.9
Net investment income.................................. 154.0 178.2
Other income........................................... 40.3 28.5
--------- ---------
Total................................................ 661.5 650.8
BENEFITS AND EXPENSES
Benefit payments (other than dividends)................ 595.2 610.7
Changes to reserves, deposit funds and other policy
liabilities........................................... (125.0) (155.7)
Insurance expenses and taxes (other than federal income
and capital gains taxes).............................. 97.9 102.4
Net transfers to Separate Accounts..................... 33.9 (8.0)
--------- ---------
Total benefits and expenses before dividends to
policyholders....................................... 602.0 549.4
--------- ---------
Net gain from operations before dividends to
policyholders and federal income taxes................. 59.5 101.4
Dividends to policyholders.............................. 55.1 54.7
--------- ---------
Net gain from operations before federal income taxes.... 4.4 46.7
Federal income taxes (excluding tax on capital gains)... (2.2) 20.5
--------- ---------
Net gain from operations................................ 6.6 26.2
Net realized capital gain (loss)........................ 1.4 (4.4)
--------- ---------
Net Income.............................................. $ 8.0 $ 21.8
========= =========
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
INTERIM STATEMENTS OF SURPLUS
(IN MILLIONS)
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
--------------------
1996 1995
--------- ---------
(UNAUDITED)
<S> <C> <C>
Surplus--beginning of year.............................. $ 624.0 $ 632.2
Net Income.............................................. 8.0 21.8
Other changes to surplus................................ (22.1) (19.4)
--------- ---------
Surplus--end of period.................................. $ 609.9 $ 634.6
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-67
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
INTERIM STATEMENTS OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1996 1995
---------- ---------
(UNAUDITED)
<S> <C> <C>
FROM OPERATING ACTIVITIES
Premiums................................................ $ 419.1 $ 509.4
Net investment income................................... 164.9 177.5
Benefits................................................ (595.2) (645.8)
Net transfers to Separate Accounts...................... 41.4 10.2
Expenses and taxes...................................... (117.3) (104.5)
Policyholder dividends.................................. 52.1 62.8
Net (increase) in policy loans.......................... (8.0) (5.0)
Other income and disbursements, net..................... (27.6) (24.4)
---------- --------
Net cash flow from operating activities............... (70.6) (19.8)
---------- --------
FROM INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid....... 943.9 841.3
Cost of investments acquired............................ (1,273.0) (638.8)
---------- --------
Net cash flow from investing activities............... (329.1) 202.5
---------- --------
FROM FINANCING ACTIVITIES
Issuance of floating rate notes payable................. 11.2 6.7
Repayment of floating rate notes payable................ (6.7) (74.5)
---------- --------
Net cash flow from financing activities............... 4.5 (67.8)
---------- --------
NET CASH FLOW............................................. (395.2) 114.9
Cash and short-term investments
Beginning of year....................................... 651.1 264.7
---------- --------
End of period........................................... $ 255.9 $ 379.6
========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
II-68
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Company prepares its statutory financial statements, except as to form,
in accordance with accounting practices prescribed or permitted by the
Division of Insurance of The Commonwealth of Massachusetts. Prescribed
statutory accounting practices include a variety of publications of the
National Association of Insurance Commissioners (NAIC), as well as state laws,
regulations, and general administrative rules. Permitted accounting practices
encompass all accounting practices not so prescribed. Permitted and prescribed
statutory accounting practices were considered generally accepted accounting
principles (GAAP) for mutual life insurance companies for years beginning
before December 15, 1995.
The Financial Accounting Standards Board issued Interpretation 40,
Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises, and Statement of Financial Accounting
Standards No. 120, Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts. The American Institute of Certified Public
Accountants issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. Neither of these
groups has a role in establishing regulatory accounting practices. These
pronouncements will require mutual life insurance companies to modify their
financial statements in order for them to continue to be in accordance with
generally accepted accounting principles, effective for the Company's 1996
financial statements. The manner in which policy reserves, new business
acquisition costs, asset valuations and the related tax effects are recorded
will change. Management has not determined the impact of such changes on its
financial statements.
The accompanying interim financial statements reflect, in the opinion of the
Company's management, all adjustments (consisting of normal, recurring
accruals) necessary for a fair presentation of the interim financial position
and results of operations. Such statements should be read in conjunction with
the audited annual financial statements.
2. CONTINGENCIES
The litigation with the Washington State Investment Board ("WSIB") described
in Note 12 of the 1995 audited financial statements is the subject of a
Settlement Agreement dated as of June 6, 1996 among the Company, Copley Real
Estate Advisors, Inc. and the WSIB. The settlement is subject to the
consummation of the merger between the Company and Metropolitan Life Insurance
Company ("MetLife") described in Note 13 of the 1995 audited financial
statements. If the Merger has not occurred by November 5, 1996, the WSIB has
the option to void the Settlement Agreement, in which case the litigation will
resume. If the merger has not occurred by December 31, 1996, the Company has
the option to void the Settlement Agreement, in which case the litigation will
resume.
Under the terms of the Settlement Agreement, MetLife, as successor to the
Company, will make a cash payment and transfer other consideration to WSIB and
WSIB will transfer certain real estate assets to MetLife so as to accomplish
the total disengagement of the real estate relationship between the
Company/Copley and WSIB. MetLife will acquire, for cash, from WSIB certain
real estate at a fair market value of approximately $102.5 million. In
addition, WSIB will receive consideration of approximately $62.5 million from
MetLife and certain real estate interests presently owned by the Company. The
net cost of the settlement to MetLife will be approximately $117 million. Upon
consummation of the settlement, the parties will exchange full releases and
the litigation will be dismissed with full prejudice.
3. SUBSEQUENT EVENT
The Company and MetLife have entered into a definitive agreement, effective
as of August 16, 1995, pursuant to which the Company would be merged with and
into MetLife. The closing of the merger is subject to various conditions,
including but not limited to the obtaining of various regulatory approvals and
the approvals of the policyholders of both companies. It is currently
anticipated that the merger will be consummated during the third quarter of
1996.
The carrying value of the Company's assets is based, in part, on the
assumption that they will be held indefinitely as long-term investments. It is
reasonably possible that MetLife could change the investment objectives of the
portfolio subsequent to the merger and dispose of certain assets, particularly
mortgage and real estate holdings. If so, the realizable value of those assets
could be reduced in the near term.
II-69
<PAGE>
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS--(CONTINUED)
4. ACCOUNTING CHANGE
Subject to the approval of the Massachusetts Division of Insurance, the
Company intends to change the method of accounting it uses to measure
impairments of joint venture real estate. Under the proposed new method, the
Company will carry joint venture real estate at current market values if it
does not expect to recover its book value from future undiscounted cash flows.
The effect of this change is expected to materially decrease unassigned
surplus when the proposed policy is adopted.
II-70
<PAGE>
INDEPENDENT AUDITORS' REPORT
Metropolitan Life Insurance Company:
We have audited the accompanying balance sheets of Metropolitan Life Insurance
Company (the Company) as of December 31, 1995 and 1994 and the related
statements of operations and surplus and of cash flow for each of the three
years in the period ended December 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1995 and 1994
and the results of its operations and its cash flow for each of the three
years in the period ended December 31, 1995 in conformity with accounting
practices prescribed or permitted by insurance regulatory authorities and
generally accepted accounting principles.
Deloitte & Touche LLP
New York, New York
February 9, 1996
II-71
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(IN MILLIONS)
<TABLE>
<CAPTION>
NOTES 1995 1994
----- ---- ----
<S> <C> <C> <C>
ASSETS
Bonds.................................................. 4,11 $ 70,955 $ 65,592
Stocks................................................. 3,4,11 3,646 3,672
Mortgage loans......................................... 3,4,11 14,211 14,524
Real estate............................................ 9,470 10,417
Policy loans........................................... 11 3,956 3,964
Cash and short-term investments........................ 11 1,923 2,334
Other invested assets.................................. 3 2,480 2,262
Premiums deferred and uncollected...................... 1,568 1,250
Investment income due and accrued...................... 1,589 1,440
Separate Account assets................................ 31,707 25,424
Other assets........................................... 627 298
-------- --------
Total Assets........................................... $142,132 $131,177
======== ========
LIABILITIES AND SURPLUS
Liabilities
Reserves for life and health insurance and annuities... 5,11 $ 76,249 $ 73,204
Policy proceeds and dividends left with the Company.... 11 4,482 3,534
Dividends due to policyholders......................... 1,371 1,407
Premium deposit funds.................................. 11 12,891 14,006
Interest maintenance reserve........................... 1,148 881
Other policy liabilities............................... 3,882 3,364
Investment valuation reserves.......................... 1,860 1,981
Separate Account liabilities........................... 31,226 25,159
Other liabilities...................................... 2,459 1,337
-------- --------
Total Liabilities...................................... 135,568 124,873
-------- --------
Surplus
Special contingency reserves........................... 754 682
Surplus notes.......................................... 10 1,400 700
Unassigned funds....................................... 4,410 4,922
-------- --------
Total Surplus.......................................... 6,564 6,304
-------- --------
Total Liabilities and Surplus.......................... $142,132 $131,177
======== ========
</TABLE>
See accompanying notes to financial statements.
II-72
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND SURPLUS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN MILLIONS)
<TABLE>
<CAPTION>
NOTES 1995 1994 1993
----- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
Premiums, annuity considerations and deposit
funds......................................... 5 $19,972 $19,881 $19,442
Considerations for supplementary contracts and
dividend accumulations........................ 2,979 2,879 1,654
Net investment income......................... 7,825 7,143 7,356
Other income.................................. 5 156 80 231
------- ------- -------
Total income.................................. 30,932 29,983 28,683
------- ------- -------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)....... 25,055 23,533 21,417
Changes to reserves, deposit funds and other
policy liabilities........................... 321 1,619 (439)
Insurance expenses and taxes (excluding tax on
capital gains)............................... 6 3,160 2,492 2,595
Net transfers to Separate Accounts............ 675 503 3,239
Dividends to policyholders.................... 1,520 1,676 1,606
------- ------- -------
Total benefits and expenses................... 30,731 29,823 28,418
------- ------- -------
Net gain from operations...................... 201 160 265
Net realized capital losses................... 3,6 (873) (54) (132)
------- ------- -------
NET (LOSS) INCOME............................. (672) 106 133
SURPLUS ADDITIONS (DEDUCTIONS)
Change in general account net unrealized capi-
tal gains.................................... 3 442 150 131
Change in investment valuation reserves....... 121 (306) (169)
Issuance of surplus notes..................... 10 700 -- 700
Other adjustments--net........................ 1,5 (331) (52) 594
------- ------- -------
NET CHANGE IN SURPLUS......................... 260 (102) 1,389
SURPLUS AT BEGINNING OF YEAR.................. 6,304 6,406 5,017
------- ------- -------
SURPLUS AT END OF YEAR........................ $ 6,564 $ 6,304 $ 6,406
======= ======= =======
</TABLE>
See accompanying notes to financial statements.
II-73
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN MILLIONS)
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
CASH PROVIDED
Premiums, annuity considerations and deposit funds
received............................................ $19,662 $19,983 $19,599
Considerations for supplementary contracts and
dividend accumulations received..................... 3,051 2,948 1,748
Net investment income received....................... 7,579 6,828 6,931
Other income received................................ 166 80 134
------- ------- -------
Total receipts....................................... 30,458 29,839 28,412
------- ------- -------
Benefits paid (other than dividends)................. 23,939 22,387 20,092
Insurance expenses and taxes paid (excluding tax on
capital gains)...................................... 2,337 2,366 2,532
Net cash transfers to Separate Accounts.............. 692 524 3,304
Dividends paid to policyholders...................... 1,473 1,684 1,596
Other--net........................................... (1,872) 368 (1,051)
------- ------- -------
Total payments....................................... 26,569 27,329 26,473
------- ------- -------
Net cash from operations............................. 3,889 2,510 1,939
Proceeds from long-term investments sold, matured or
repaid after deducting taxes on capital gains of
$102 for 1995, $60 for 1994 and $546 for 1993....... 60,790 46,459 55,420
Issuance of surplus notes............................ 700 -- 700
Other cash provided.................................. 370 -- 369
------- ------- -------
Total cash provided.................................. 65,749 48,969 58,428
------- ------- -------
CASH APPLIED
Cost of long-term investments acquired............... 65,122 47,845 58,033
Other cash applied................................... 1,038 162 247
------- ------- -------
Total cash applied................................... 66,160 48,007 58,280
------- ------- -------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS........ (411) 962 148
CASH AND SHORT-TERM INVESTMENTS:
BEGINNING OF YEAR.................................... 2,334 1,372 1,224
------- ------- -------
END OF YEAR.......................................... $ 1,923 $ 2,334 $ 1,372
======= ======= =======
</TABLE>
See accompanying notes to financial statements.
II-74
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. BUSINESS AND ACCOUNTING POLICIES
Metropolitan Life Insurance Company (the Company) principally provides life
insurance and annuity products and pension, pension-related and investment-
related services to individuals, corporations and other institutions. The
Company and its insurance subsidiaries also provide non-medical health,
disability and property and casualty insurance. Through its non-insurance
subsidiaries, the Company also offers investment management and advisory
services and commercial finance.
The Company's financial statements are prepared on the basis of accounting
practices prescribed or permitted by the Insurance Department of the State of
New York, which practices currently are considered to be generally accepted
accounting principles for mutual life insurance companies (see Note 12). The
primary interest of insurance regulatory authorities is the ability of the
Company to fulfill its obligations to policyholders; therefore, the financial
statements are oriented to the insured public. Significant accounting policies
applied in preparing the financial statements follow.
INVESTED ASSETS AND RELATED RESERVES
Bonds qualifying for amortization are stated at amortized cost; all other
bonds at prescribed values. Unaffiliated preferred stocks are stated
principally at cost; unaffiliated common stocks are carried at market value.
Mortgage loans are stated principally at their amortized indebtedness. Short-
term investments generally mature within one year and are carried at amortized
cost. Policy loans are stated at unpaid principal balances.
Investments in subsidiaries are stated at equity in net assets and are
included in stocks. Changes in net assets, excluding additional amounts
invested, are included in unrealized capital gains or losses. Dividends from
subsidiaries are reported by the Company as earnings in the year the dividends
are declared. The excess of the purchase prices of non-insurance subsidiaries
over the fair values of the net assets acquired (goodwill) is amortized on a
straight-line basis.
Investment real estate, other than real estate joint ventures and
subsidiaries, is stated at depreciated cost net of non-recourse debt and an
allowance for losses on real estate expected to be disposed of in the near
term. Depreciation is generally calculated by the constant yield method for
real estate purchased prior to December 1990 and the straight-line method if
purchased thereafter. Real estate acquired in satisfaction of debt is valued
at the lower of cost or estimated fair value at date of foreclosure and is
subsequently stated at depreciated cost. Investments in real estate joint
ventures, included in other invested assets, and real estate subsidiaries,
included in stocks, are reported using the equity method and are generally
adjusted to reflect the constant yield method of depreciation for real estate
assets acquired by such entities prior to December 1990.
In 1994, the Company changed to the straight-line method of determining
depreciation on real estate acquired prior to December 1990 if the estimated
fair value of the real estate is less than ninety percent of depreciated cost.
This change had the effect of increasing depreciation expense by approximately
$80 million in 1994.
Investments in non-real estate partnerships are included in other invested
assets and are accounted for using the equity method. The carrying value
generally reflects the Company's share of unrealized gains and losses relating
to the market value of publicly traded common stocks held by the partnerships.
Impairments of individual investments that are considered to be other than
temporary are recognized when incurred.
Mandatory reserves have been established for general account investments in
accordance with guidelines prescribed by insurance regulatory authorities.
Such reserves consist of an Asset Valuation Reserve (AVR) for all invested
assets and an Interest Maintenance Reserve (IMR), which defers the recognition
of realized capital gains and losses (net of income tax) attributable to
interest rate fluctuations on fixed income investments over the estimated
remaining duration of the investments sold. Prior to 1994, the Company also
established voluntary investment valuation
II-75
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
reserves for certain general account investments. Changes to the AVR and
voluntary investment reserves are reported as direct additions to or
deductions from surplus. Transfers to the IMR are deducted from realized
capital gains; IMR amortization is included in net investment income.
Net realized capital gains or losses are presented net of federal capital
gains tax or benefit, respectively, and transfers to the IMR.
POLICY RESERVES
Reserves for permanent plans of individual life insurance sold after 1959,
universal life plans and certain term plans sold after 1982 are computed
principally on the Commissioners' Reserve Valuation Method. Reserves for other
life insurance policies are computed on the net level premium method. Reserves
for individual annuity contracts are computed on the net level premium method,
the net single premium method or the Commissioners' Annuity Reserve Valuation
Method, as appropriate. Reserves for group annuity contracts are computed on
the net single premium method. The reserves are based on mortality, morbidity
and interest rate assumptions prescribed by New York State Insurance Law. Such
reserves are sufficient to provide for contractual surrender values.
Periodically to reflect changes in circumstances, the Company may change the
assumptions, methodologies or procedures used to calculate reserves. During
1993, the Company and certain of its wholly-owned life insurance subsidiaries
made certain changes which increased the Company's surplus by $667 million
(substantially all of which related to interest rate changes).
INCOME AND EXPENSES
Premiums are recognized over the premium-paying period. Investment income is
reported as earned. Expenses, including policy acquisition costs and federal
income taxes, are charged to operations as incurred.
During 1995, the Company recorded a restructuring charge of $72 million
related primarily to the consolidation of office space leased for
administration and agency sales offices. The Company anticipates additional
restructuring charges over the next few years.
SEPARATE ACCOUNT OPERATIONS
Investments held in the Separate Accounts (stated at market value) and
liabilities of the Separate Accounts (including participants' corresponding
equity in the Separate Accounts) are reported separately as assets and
liabilities. The Separate Accounts' operating results are reflected in the
changes to these assets and liabilities.
ESTIMATES
The preparation of financial statements in conformity with accounting
practices prescribed or permitted by regulatory authorities and generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
2. NOTE SUBSEQUENT TO INDEPENDENT AUDITOR'S REPORT--MERGER
Effective August 30, 1996, the New England Mutual Life Insurance Company was
merged with and into the Company. The Company is the surviving entity. Pro
forma selected financial information giving effect to the merger are included
in the Statement of Additional Information in the registration statement.
3. UNCONSOLIDATED SUBSIDIARIES AND OTHER AFFILIATES
At December 31, 1995 and for the year then ended, subsidiary assets,
liabilities and revenues were $23,008 million, $20,393 million and $4,588
million, respectively. Comparable amounts for 1994 were $21,476 million,
$18,905
II-76
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
million and $4,715 million, respectively. Subsidiary revenues for 1993 were
$4,525 million. Dividends from subsidiaries amounted to $558 million, $186
million and $175 million in 1995, 1994 and 1993, respectively.
Unamortized goodwill was $129 million at December 31, 1994. There was no
unamortized goodwill at December 31, 1995.
The Company incurs charges on behalf of its subsidiaries which are
reimbursed pursuant to agreements for shared use of property, personnel and
facilities. Charges under such agreements were approximately $194 million,
$307 million and $355 million in 1995, 1994 and 1993, respectively.
The Company's net equity in joint ventures and other partnerships was $2,424
million and $2,250 million at December 31, 1995 and 1994, respectively. The
Company's share of income from such entities was $97 million, $26 million and
$76 million for 1995, 1994 and 1993, respectively.
Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $1,054 million and $1,372
million at December 31, 1995 and 1994, respectively. The Company had other
loans outstanding to its affiliates with carrying values of $2,599 million and
$2,073 million at December 31, 1995 and 1994, respectively.
In January 1995, the Company and The Travelers Insurance Company (Travelers)
contributed their respective group medical health care benefits businesses to
a corporate joint venture, The MetraHealth Companies, Inc. (MetraHealth). In
October 1995, the Company and Travelers sold their investments in MetraHealth
to a non-affiliated health care management services company. For its interest
in MetraHealth, a subsidiary of the Company received $485 million face amount
of shares of redeemable preferred stock of the purchaser, $276 million in cash
and rights to additional consideration based on the 1995 earnings of
MetraHealth. The transaction resulted in post-tax income of $443 million to
the Company, including an amount based on the 1995 estimated financial results
of MetraHealth. The Company also has the right to receive up to an additional
$169 million in cash for each of 1996 and 1997, based on the consolidated
financial results of the purchaser for each of such years.
During 1995, the Company sold Century 21 Real Estate Corporation (real
estate brokerage operation), Metmor Financial Inc. (mortgage banking) and
Metropolitan Trust Company of Canada (trust operation and mortgage
administration) for $127 million, $56 million and $41 million, respectively,
resulting in pre-tax realized capital losses of $167 million, $247 million and
$86 million, respectively. The sales also resulted in $452 million of
unrealized capital gains representing the reversal of prior period unrealized
losses relating to the subsidiaries.
II-77
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. INVESTMENTS
DEBT SECURITIES
The carrying value, gross unrealized gain (loss) and estimated fair value of
bonds and redeemable preferred stocks (debt securities), by category, as of
December 31, 1995 and 1994 are shown below.
<TABLE>
<CAPTION>
GROSS
UNREALIZED ESTIMATED
CARRYING -------------- FAIR
VALUE GAIN (LOSS) VALUE
-------- ------ ------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1995:
Bonds:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies.. $12,871 $1,556 $ (2) $14,425
States and political subdivisions........... 1,865 582 (2) 2,445
Foreign governments......................... 1,871 221 -- 2,092
Corporate................................... 29,992 1,872 (105) 31,759
Mortgage-backed securities.................. 18,888 749 (27) 19,610
Other....................................... 5,468 336 (16) 5,788
------- ------ ------- -------
Total bonds................................. $70,955 $5,316 $ (152) $76,119
======= ====== ======= =======
Redeemable preferred stocks................. $ 39 $ -- $ (3) $ 36
======= ====== ======= =======
DECEMBER 31, 1994:
Bonds:
U. S. Treasury securities and obligations of
U.S. government corporations and agencies.. $ 9,807 $ 322 $ (546) $ 9,583
States and political subdivisions........... 1,483 69 (21) 1,531
Foreign governments......................... 1,931 26 (60) 1,897
Corporate................................... 31,262 291 (1,682) 29,871
Mortgage-backed securities.................. 17,485 251 (851) 16,885
Other....................................... 3,624 18 (215) 3,427
------- ------ ------- -------
Total bonds................................. $65,592 $ 977 $(3,375) $63,194
======= ====== ======= =======
Redeemable preferred stocks................. $ 44 $ -- $ (14) $ 30
======= ====== ======= =======
</TABLE>
The carrying value and estimated fair value of bonds, by contractual
maturity, at December 31, 1995 are shown below. Bonds not due at a single
maturity date have been included in the table in the year of final maturity.
Expected maturities may differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without prepayment
penalties.
<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
-------- ---------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less...................................... $ 2,171 $ 2,191
Due after one year through five years........................ 17,277 17,717
Due after five years through ten years....................... 17,188 18,381
Due after ten years.......................................... 15,431 18,220
------- -------
Subtotal..................................................... 52,067 56,509
Mortgage-backed securities................................... 18,888 19,610
------- -------
Total........................................................ $70,955 $76,119
======= =======
</TABLE>
II-78
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Proceeds from the sales of debt securities during 1995, 1994 and 1993 were
$50,831 million, $36,401 million and $50,395 million, respectively. During
1995, 1994 and 1993, respectively, gross gains of $814 million, $577 million
and $1,316 million, and gross losses of $352 million, $561 million and $96
million were realized on those sales. Realized investment gains and losses are
determined by specific identification.
MORTGAGE LOANS
Mortgage loans are collateralized by properties located throughout the
United States and Canada. Approximately 15 percent and 9 percent of the
properties are located in California and Illinois, respectively. Generally,
the Company (as the lender) requires that a minimum of one-fourth of the
purchase price of the underlying real estate be paid by the borrower.
As of December 31, 1995 and 1994, the mortgage loan investments were
categorized as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Office Buildings.......................................... 32% 36%
Retail.................................................... 18% 17%
Residential............................................... 20% 21%
Agricultural.............................................. 20% 18%
Other..................................................... 10% 8%
--- ---
Total..................................................... 100% 100%
=== ===
</TABLE>
FINANCIAL INSTRUMENTS
The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
Company policy requires a minimum of 102 percent of the fair value of the
loaned securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and not reflected in the
accompanying balance sheets. To further minimize the credit risks related to
this lending program, the Company regularly monitors the financial condition
of counterparties to these agreements.
During the normal course of business, the Company agrees with independent
parties to purchase or sell bonds over fixed or variable periods of time. The
off-balance sheet risks related to changes in the quality of the underlying
bonds are mitigated by the fact that commitment periods are generally short in
duration and provisions in the agreements release the Company from its
commitments in case of significant changes in the financial condition of the
independent party or the issuer of the bond.
The Company engages in a variety of derivative transactions with respect to
the general account. Those derivatives, such as forwards, futures, options,
foreign exchange agreements and swaps, which do not themselves generate
interest or dividend income, are acquired or sold in order to hedge or reduce
risks applicable to assets held, or expected to be purchased or sold, and
liabilities incurred or expected to be incurred. The Company does not engage
in trading of these derivatives.
In 1995 and 1994, the Company engaged in three primary derivatives
strategies. The Company entered into a number of anticipatory hedges using
forwards to limit the interest rate exposures of investments in debt
securities expected to be acquired within one year. The Company also hedged a
number of investments in debt securities denominated in foreign currencies by
executing swaps and forwards to ensure a United States dollar rate of return.
In addition, the Company purchased a limited number of interest rate caps to
hedge against rising interest rates on a portfolio of assets which the Company
purchased to match the liabilities it incurred.
Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used
to
II-79
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized capital gains and losses.
ASSETS ON DEPOSIT
As of December 31, 1995 and 1994, the Company had assets on deposit with
regulatory agencies of $5,281 million and $5,145 million, respectively.
5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS
In the normal course of business, the Company assumes and cedes reinsurance
with other insurance companies.
The Company acquired, in part through reinsurance effective in January 1995,
the group life, dental, disability, accidental death and dismemberment, vision
and long-term care insurance businesses from Travelers and certain of its
subsidiaries for $403 million. Commissions of $142 million and $4 million were
charged to earnings during 1995 and 1994, respectively, and considerations in
excess of commissions of $208 million and $49 million were recorded as a
direct charge to surplus in 1995 and 1994, respectively. In January, 1995, the
Company received assets with a fair market value equal to the $1,565 million
of liabilities assumed under the reinsurance agreements. The reinsured
businesses convert to Company contracts at policy anniversary date.
During 1995, the Company entered into reinsurance agreements with
MetraHealth to facilitate the transfer of certain of its group medical health
care business to MetraHealth.
The Company also has reinsurance agreements with certain of its life
insurance subsidiaries. Reserves for insurance assumed pursuant to these
agreements are included in reserves for life and health insurance and
annuities and amounted to $2,143 million and $1,193 million at December 31,
1995 and 1994, respectively.
In 1993, the Company assumed $1,540 million of life insurance and annuity
reserves of a New York life insurance company under rehabilitation and
received assets having a fair value equal to the reserves assumed.
The financial statements are shown net of ceded reinsurance. The amounts
related to reinsurance agreements, including agreements described above but
excluding certain agreements with non-affiliates for which the Company
provides administrative services, are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Reinsurance premiums assumed.............................. $890 $237 $264
Reinsurance ceded:
Premiums................................................ 457 77 86
Other income............................................ 26 1 3
Reduction in insurance liabilities (at December 31)..... 71 31 28
</TABLE>
A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.
II-80
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Activity in the liability for unpaid group accident and health policy and
contract claims is summarized as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Balance at January 1............................. $1,708 $1,588 $1,517
Less reinsurance recoverables.................. 1 1 1
------ ------ ------
Net balance at January 1......................... 1,707 1,587 1,516
------ ------ ------
Incurred related to:
Current year................................... 2,424 1,780 1,797
Prior years.................................... (23) (7) (40)
------ ------ ------
Total incurred................................... 2,401 1,773 1,757
------ ------ ------
Paid related to:
Current year................................... 1,464 1,260 1,306
Prior years.................................... 417 393 380
------ ------ ------
Total paid....................................... 1,881 1,653 1,686
------ ------ ------
Net balance at December 31....................... 2,227 1,707 1,587
Plus reinsurance recoverables.................. 93 1 1
------ ------ ------
Balance at December 31........................... $2,320 $1,708 $1,588
====== ====== ======
</TABLE>
6. FEDERAL INCOME TAXES
The Company's federal income tax return is consolidated with certain
affiliates. The consolidating companies have executed a tax allocation
agreement. Under this agreement, the federal income tax provision is computed
on a separate return basis. Members receive reimbursement to the extent that
their losses and other credits result in a reduction of the current year's
consolidated tax liability.
Federal income tax expense has been calculated in accordance with the
provisions of the Internal Revenue Code, as amended (the Code). Under the
Code, the amount of federal income tax expense includes a tax on the Company's
surplus calculated by a prescribed formula that incorporates a differential
earnings rate between stock and mutual life insurance companies. In 1995, the
Company changed its calculation of surplus tax which resulted in an increase
in 1995 federal income tax expense of $95 million. Had such change occurred
prior to 1993, the Company's insurance expenses and taxes (excluding tax on
capital gains) and net loss for the year ended December 31, 1995 would have
been $2,758 million and $270 million, respectively; the Company's surplus,
insurance expenses and taxes (excluding tax on capital gains) and net loss at
and for the year ended December 31, 1994 would have been $5,902 million,
$2,894 million and $296 million, respectively; and the Company's insurance
expenses and taxes (excluding tax on capital gains) and net income for the
year ended December 31, 1993 would have been $2,702 million and $26 million,
respectively. The change would have had no effect on December 31, 1993 surplus
and surplus at December 31, 1992 would have been $5,124 million.
Total federal income taxes on operations and realized capital gains of $479
million, $192 million and $596 million were incurred in 1995, 1994 and 1993,
respectively.
7. EMPLOYEE BENEFIT PLANS
PENSION PLANS
The Company has defined benefit pension plans covering all eligible
employees and sales representatives of the Company and certain of its
subsidiaries. The Company is both the sponsor and administrator of these
plans. Retirement benefits are based on years of credited service and final
average earnings' history. The Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of 1974.
II-81
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Components of the net periodic pension (credit) cost for the years ended
December 31, 1995, 1994 and 1993 for the defined benefit qualified and non-
qualified pension plans are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C>
Service cost....................................... $ 58 $ 88 $ 71
Interest cost on projected benefit obligation...... 215 209 191
Return on assets................................... (262) 15 (380)
Net amortization and deferrals..................... (33) (298) 110
----- ----- -----
Net periodic pension (credit) cost................. $ (22) $ 14 $ (8)
===== ===== =====
</TABLE>
The assumed long-term rate of return on assets used in determining the net
periodic pension (credit) cost was 9.5 percent in 1995 and 8.5 percent in 1994
and 1993. The Company is recognizing the unrecognized net asset at transition,
attributable to the adoption of Statement of Financial Accounting Standards
No. 87, Employers' Accounting for Pensions, in 1993, over the average
remaining service period at the transition date of employees expected to
receive benefits under the pension plans.
The funded status of the qualified and non-qualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation at December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
------- -------
(IN MILLIONS)
<S> <C> <C>
Actuarial present value of obligations:
Vested..................................................... $(2,724) $(2,266)
Non vested................................................. (43) (47)
------- -------
Accumulated benefit obligation............................... $(2,767) $(2,313)
======= =======
Projected benefit obligation................................. $(3,094) $(2,676)
Plan assets at contract value................................ 3,286 2,900
------- -------
Plan assets in excess of projected benefit obligation........ 192 224
Unrecognized prior service cost.............................. 73 92
Unrecognized net loss from past experience different from
that assumed................................................ 79 33
Unrecognized net asset at transition......................... (326) (365)
Adjustment required to recognize minimum liability........... (19) --
------- -------
Accrued pension cost at December 31.......................... $ (1) $ (16)
======= =======
</TABLE>
The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.25 percent for 1995, 8.5
percent for 1994 and 7.5 percent for 1993 in the United States and 8.0 percent
for 1995, 7.25 percent for 1994 and 7.0 percent for 1993 in Canada. The
weighted average assumed rate of increase in future compensation levels was
4.5 percent in 1995 and 5.0 percent in 1994 and 1993. In addition, several
other factors, such as expected retirement dates and mortality, enter into the
determination of the actuarial present value of the accumulated benefit
obligation.
The pension plans' assets are principally investment contracts issued by the
Company.
During 1995, the Company recognized a pension plan curtailment gain before
income tax of $8 million. This gain relates to the transfer of Company group
medical health care business personnel to MetraHealth.
SAVINGS AND INVESTMENT PLAN
The Company sponsors a savings and investment plan available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1995, 1994 and 1993, the Company contributed
$34 million, $42 million and $48 million, respectively, to the plan.
II-82
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
OTHER POSTRETIREMENT BENEFITS
The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.
The costs of non-pension postretirement benefits are recognized on an
accrual basis in accordance with guidelines prescribed by insurance regulatory
authorities. Such guidelines require the recognition of a postretirement
benefit obligation for current retirees and fully eligible or vested
employees. As prescribed by the guidelines, the Company has elected to
recognize over a period of twenty years the unrecognized postretirement
benefit asset and obligation (net asset and obligation at transition) in
existence on January 1, 1993 (effective date of guidelines).
The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amounts included in the
Company's balance sheets at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
---------------------- ----------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
---------- ----------- ---------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Accumulated postretirement
benefit obligations of retirees
and fully eligible
participants................... $(295) $(776) $(262) $(787)
Plan assets (Company insurance 397 411 393 358
contracts) at contract value... ----- ----- ----- -----
Plan assets in excess of (less
than) accumulated
postretirement benefit
obligation..................... 102 (365) 131 (429)
Unrecognized net loss (gain)
from past experience different
from that assumed and from
changes in assumptions......... 53 (83) (6) (44)
Prior service cost not yet
recognized in net periodic
retirement benefit cost........ (5) -- (5) --
Unrecognized (asset) obligation (102) 438 (108) 464
at transition.................. ----- ----- ----- -----
Prepaid (Accrued) non-pension
postretirement benefit cost at $ 48 $ (10) $ 12 $ (9)
December 31.................... ===== ===== ===== =====
</TABLE>
The components of the net periodic non-pension postretirement benefit cost
for the years ended December 31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Service cost.......................................... $ 26 $ 31 $ 32
Interest cost on accumulated postretirement benefit
obligation........................................... 74 76 87
Return on plan assets (Company insurance contracts)... (61) (37) (36)
Amortization of transition asset and obligation....... 18 18 20
Net amortization and deferrals........................ (4) (10) (17)
---- ---- ----
Net periodic non-pension postretirement benefit cost.. $ 53 $ 78 $ 86
==== ==== ====
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
non-pension postretirement benefit obligation was 10.0 percent in 1995, 11.0
percent in 1994 and 12.0 percent in 1993, gradually decreasing to 5.25
percent, 6.5 percent and 5.5 percent, respectively, over twelve years. The
weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25 percent, 8.5 percent, and 7.5
percent at December 31, 1995, 1994 and 1993, respectively.
If the health care cost trend rate assumptions were increased 1.0 percent,
the accumulated postretirement benefit obligation as of December 31, 1995,
1994 and 1993 would be increased 9.0 percent, 7.1 percent, and 7.2 percent,
respectively. The effect of this change on the sum of the service and interest
cost components of the net periodic postretirement benefit cost for the years
ended December 31, 1995, 1994 and 1993 would be an increase of 11.0 percent,
7.9 percent and 7.8 percent, respectively.
II-83
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
8. LEASES
LEASE INCOME
During 1995, 1994 and 1993, the Company received $1,742 million, $1,786
million and $1,482 million, respectively, in lease income related to its
investment real estate. In accordance with standard industry practice, certain
of the Company's lease agreements with retail tenants result in income that is
contingent on the level of the tenants' sales revenues.
LEASE EXPENSE
The Company has entered into various lease agreements for office space, data
processing and other equipment. Rental expense under such leases was $171
million, $193 million and $214 million for the years ended December 31, 1995,
1994 and 1993, respectively. Future gross minimum rental payments under non-
cancelable leases, including those leases for which the Company recorded a
restructuring charge in 1995, are as follows (in millions):
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
<S> <C>
1996............................................. $107
1997............................................. 82
1998............................................. 66
1999............................................. 48
2000............................................. 32
Thereafter....................................... 53
----
Total.......................................... $388
====
</TABLE>
9. OTHER COMMITMENTS AND CONTINGENCIES
GUARANTEES
The Company has entered into certain arrangements in the course of its
business which, under certain circumstances, may impose significant financial
obligations on the Company. The Company has entered into a support agreement
with a subsidiary whereby the Company has agreed to maintain the subsidiary's
net worth at one dollar or more. At December 31, 1995, the subsidiary's
assets, which consist principally of loans to affiliates, amounted to $3,309
million and its net worth amounted to $11 million.
In addition, the Company has entered into arrangements with certain of its
subsidiaries and affiliates to assist such subsidiaries and affiliates in
meeting various jurisdictions' regulatory requirements regarding capital and
surplus. The Company has also entered into a support arrangement with respect
to the reinsurance obligations of a subsidiary.
No material payments have been made under these arrangements and it is the
opinion of management that any payments required pursuant to these
arrangements would not likely have a material adverse effect on the Company's
financial position.
LITIGATION
In 1994, the Company entered into consent agreements (involving the payment
of fines and policyholder restitution payments) with state authorities,
including the insurance departments of all states, arising out of regulatory
proceedings and investigations relating to alleged improper practices in the
sale of individual life insurance. Litigation relating to the Company's
individual life insurance sales practices (including individual actions and
purported class actions) has also been instituted by or on behalf of
policyholders and others, and additional litigation relating to the Company's
sales practices may be commenced in the future. In addition, an investigation
by the Office of the United States Attorney for the Middle District of
Florida, in conjunction with a grand jury, into certain of the sales practices
that were the focus of the state investigations is ongoing. Various
litigation, claims and assessments against the Company, in addition to the
aforementioned, have arisen in the course of the Company's business,
operations and activities.
In certain of the matters referred to above, including actions with multiple
plaintiffs, very large and/or indeterminate amounts, including punitive and
treble damages, are sought. While it is not feasible to predict or determine
the ultimate outcome of all pending investigations and legal proceedings or to
make a meaningful estimate of the amount or range
II-84
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
of loss that could result from an unfavorable outcome in all such matters, it
is the opinion of the Company's management that their outcome, after
consideration of the provisions made in the Company's financial statements, is
not likely to have a material adverse effect on the Company's financial
position.
10. SURPLUS NOTES
The carrying values of surplus notes at December 31, 1995 and 1994 are shown
below:
<TABLE>
<CAPTION>
1995 1994
------- ------
(IN MILLIONS)
<S> <C> <C>
6.30% surplus notes scheduled to mature on November 1,
2003..................................................... $ 400 $ 400
7.00% surplus notes scheduled to mature on November 1,
2005..................................................... 250 --
7.70% surplus notes scheduled to mature on November 1,
2015..................................................... 200 --
7.45% surplus notes scheduled to mature on November 1,
2023..................................................... 300 300
7.80% surplus notes scheduled to mature on November 1, 250 --
2025..................................................... ------- -----
Total................................................... $ 1,400 $ 700
======= =====
</TABLE>
Interest on the Company's surplus notes is scheduled to be paid semi-
annually; principal payments are scheduled to be paid upon maturity. Such
payments of interest and principal may be made only with the prior approval of
the Superintendent of Insurance of the State of New York (Superintendent).
Subject to the prior approval of the Superintendent, the 7.45 percent
surplus notes may be redeemed, as a whole or in part, at the election of the
Company at any time on or after November 1, 2003. During 1995 and 1994, the
Company obtained Superintendent approval for and made total interest payments
of $48 million on the surplus notes.
11. FAIR VALUE INFORMATION
The estimated fair value amounts of financial instruments presented below
have been determined by the Company using market information available as of
December 31, 1995 and 1994 and appropriate valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value for financial instruments for which there
are no available market value quotations.
The estimates presented below are not necessarily indicative of the amounts
the Company could have realized in a market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect
on the estimated fair value amounts.
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
AMOUNT VALUE FAIR VALUE
-------- -------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
DECEMBER 31, 1995:
ASSETS
Bonds........................................... $70,955 $76,119
Stocks, including subsidiaries.................. 3,646 3,608
Mortgage loans.................................. 14,211 14,818
Policy loans.................................... 3,956 4,023
Cash and short-term investments................. 1,923 1,923
LIABILITIES
Investment contracts included in:
Reserves for life and health insurance and an-
nuities....................................... 18,137 18,211
Policy proceeds and dividends left with the
Company....................................... 4,482 4,488
Premium deposit funds.......................... 12,891 13,322
OTHER FINANCIAL INSTRUMENTS
Bond purchase agreements........................ $ 601 3.3
Bond sales agreements........................... 80 (0.5)
Interest rate swaps............................. 280 1.5
Interest rate caps.............................. 231 --
Foreign currency swaps.......................... 89 4.4
Foreign currency forwards....................... 10 --
Covered call options............................ 25 (1.9) 1.9
Futures contracts............................... 1,402 (19.5) --
Unused lines of credit.......................... 1,600 1.1
</TABLE>
II-85
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
AMOUNT VALUE FAIR VALUE
-------- -------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
DECEMBER 31, 1994:
ASSETS
Bonds........................................... $65,592 $63,194
Stocks, including subsidiaries.................. 3,672 3,660
Mortgage loans.................................. 14,524 14,269
Policy loans.................................... 3,964 3,645
Cash and short-term investments................. 2,334 2,334
LIABILITIES
Investment contracts included in:
Reserves for life and health insurance and an-
nuities....................................... 16,354 16,370
Policy proceeds and dividends left with the
Company....................................... 3,534 3,519
Premium deposit funds.......................... 14,006 13,997
OTHER FINANCIAL INSTRUMENTS
Bond purchase agreements........................ $2,755 4.1
Bond sales agreements........................... 1,450 0.8
Interest rate swaps............................. 272 (7.1)
Interest rate caps.............................. 185 (0.1)
Foreign currency swaps.......................... 36 (0.4)
Foreign currency forwards....................... 4 (0.2) (0.1)
Covered call options............................ 25 (1.9) 1.9
Unused lines of credit.......................... 1,450 1.0
</TABLE>
For bonds that are publicly traded, estimated fair value was obtained from
an independent market pricing service. Publicly traded bonds represented
approximately 78 percent of the carrying value and estimated fair value of the
total bonds as of December 31, 1995 and 77 percent of the carrying value and
estimated fair value of the total bonds as of December 31, 1994. For all other
bonds, estimated fair value was determined by management, based on interest
rates, maturity, credit quality and average life. Included in bonds are loaned
securities with estimated fair values of $8,148 million and $5,154 million at
December 31, 1995 and 1994, respectively. Estimated fair values of stocks were
generally based on quoted market prices, except for investments in common
stock of subsidiaries, which are based on equity in net assets of the
subsidiaries. Estimated fair values of mortgage loans were generally based on
discounted projected cash flows using interest rates offered for loans to
borrowers with comparable credit ratings and for the same maturities.
Estimated fair values of policy loans were based on discounted projected cash
flows using U.S. Treasury rates to approximate interest rates and Company
experience to project patterns of loan repayment. For cash and short-term
investments, the carrying amount is a reasonable estimate of fair value.
Included in reserves for life and health insurance and annuities, policy
proceeds and dividends left with the Company and premium deposit funds are
amounts classified as investment contracts representing policies or contracts
that do not incorporate significant insurance risk. The fair values for these
liabilities are estimated using discounted projected cash flows, based on
interest rates being offered for similar contracts with maturities consistent
with those remaining for the contracts being valued. Policy proceeds and
dividends left with the Company also include other liabilities without defined
durations. The estimated fair value of such liabilities, which generally are
of short duration or have periodic adjustments of interest rates, approximates
their carrying value.
Estimated fair values of bond purchase/sale agreements were based on fees
charged to enter into similar arrangements or on the estimated cost to
terminate the outstanding agreements. For interest rate and foreign currency
swaps, interest rate caps, interest rate futures, foreign currency forwards,
futures contracts and covered call options, estimated fair value is the amount
at which the contracts could be settled based on estimates obtained from
dealers. The Company had unused lines of credit under agreements with various
banks. The estimated fair values of unused lines of credit were based on fees
charged to enter into similar agreements.
12. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR MUTUAL LIFE INSURANCE
COMPANIES
The Company, as a mutual life insurance company, prepares its financial
statements in conformity with accounting practices prescribed or permitted by
the Insurance Department of the State of New York (statutory financial
statements)
II-86
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
which currently are considered to be generally accepted accounting principles
(GAAP) for mutual life insurance companies. However, the Financial Accounting
Standards Board (FASB) has issued certain pronouncements effective for 1996
annual financial statements and thereafter. Such pronouncements will no longer
allow statutory financial statements to be described as being prepared in
conformity with GAAP. Upon the effective date of the pronouncements, in order
for their financial statements to be described as being prepared in conformity
with GAAP, mutual life insurance companies will be required to adopt all
applicable accounting principles promulgated by the FASB in any general
purpose financial statements that they may issue. The Company will issue 1996
general purpose financial statements reflecting the adoption of all applicable
GAAP pronouncements. However, the Company has not finalized the quantification
of the effects of the application of the pronouncements on its financial
statements.
II-87
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Bonds........................................ $ 71,355 $ 70,955
Stocks....................................... 3,752 3,646
Mortgage loans............................... 14,479 14,211
Real estate.................................. 9,047 9,470
Policy loans................................. 3,964 3,956
Cash and short-term investments.............. 1,476 1,923
Other invested assets........................ 2,442 2,480
Premiums deferred and uncollected............ 1,530 1,568
Investment income due and accrued............ 1,545 1,589
Separate Account assets...................... 31,935 31,707
Other assets................................. 701 627
-------- --------
Total Assets............................... $142,226 $142,132
======== ========
LIABILITIES AND SURPLUS
Liabilities
Reserves for life and health insurance and
annuities................................... $ 76,246 $ 76,249
Policy proceeds and dividends left with the
Company..................................... 4,654 4,482
Dividends due to policyholders............... 1,363 1,371
Premium deposit funds........................ 11,897 12,891
Interest maintenance reserve................. 1,199 1,148
Other policy liabilities..................... 3,940 3,882
Investment valuation reserves................ 1,951 1,860
Separate Account liabilities................. 31,441 31,226
Other liabilities............................ 3,088 2,459
-------- --------
Total Liabilities.......................... 135,779 135,568
-------- --------
Surplus
Special contingency reserves................. 768 754
Surplus notes................................ 1,400 1,400
Unassigned funds............................. 4,279 4,410
-------- --------
Total Surplus.............................. 6,447 6,564
-------- --------
Total Liabilities and Surplus.............. $142,226 $142,132
======== ========
</TABLE>
See accompanying notes to interim financial statements.
II-88
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND SURPLUS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
1996 1995
------ ------
(UNAUDITED)
<S> <C> <C>
INCOME
Premiums, annuity considerations and deposit funds........... $4,523 $5,986
Considerations for supplementary contracts and dividend accu-
mulations................................................... 836 762
Net investment income........................................ 1,822 1,746
Other income................................................. 111 43
------ ------
Total income............................................... 7,292 8,537
------ ------
BENEFITS AND EXPENSES
Benefit payments (other than dividends)...................... 7,024 7,453
Changes to reserves, deposit funds and other policy liabili-
ties........................................................ (907) (1)
Insurance expenses and taxes (other than federal income and
capital gains taxes)........................................ 678 695
Net transfers to Separate Accounts........................... 42 87
------ ------
Total benefits and expenses before dividends to policyhold-
ers....................................................... 6,837 8,234
------ ------
Net gain from operations before dividends to policyholders and
federal income taxes......................................... 455 303
Dividends to policyholders.................................... 404 436
------ ------
Net gain (loss) from operations before federal income taxes... 51 (133)
Federal income taxes (excluding tax on capital gains)......... 13 91
------ ------
Net gain (loss) from operations............................... 38 (224)
Net realized capital losses................................... (74) (9)
------ ------
NET LOSS...................................................... (36) (233)
Change in general account net unrealized capital gains........ 8 17
Change in investment valuation reserves....................... (91) (77)
Other adjustments--net........................................ 2 (190)
------ ------
NET CHANGE IN SURPLUS......................................... (117) (483)
SURPLUS AT BEGINNING OF PERIOD................................ 6,564 6,304
------ ------
SURPLUS AT END OF PERIOD...................................... $6,447 $5,821
====== ======
</TABLE>
See accompanying notes to interim financial statements.
II-89
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
1996 1995
------- -------
(UNAUDITED)
<S> <C> <C>
CASH PROVIDED
Premiums, annuity considerations and deposit funds
received.................................................. $ 4,533 $ 5,693
Considerations for supplementary contracts and dividend
accumulations received.................................... 849 779
Net investment income received............................. 1,780 1,600
Other income received...................................... 102 19
------- -------
Total receipts........................................... 7,264 8,091
------- -------
Benefits paid (other than dividends)....................... 6,789 6,887
Insurance expenses and taxes paid (other than federal
income and capital gains taxes)........................... 641 685
Net cash transfers to Separate Accounts.................... 57 86
Dividends paid to policyholders............................ 373 357
Federal income tax (recoveries) payments (excluding tax on
capital gains)............................................ 272 (29)
Other--net................................................. 278 (1,455)
------- -------
Total payments........................................... 8,410 6,531
------- -------
Net cash (used by) from operations......................... (1,146) 1,560
Proceeds from long-term investments sold, matured or repaid
(after deducting tax (benefit) expense on capital (losses)
gains of $(46) for 1996 and $3 for 1995).................. 20,694 17,497
Other cash provided........................................ 1,072 795
------- -------
TOTAL CASH PROVIDED...................................... 20,620 19,852
------- -------
CASH APPLIED
Cost of long-term investments acquired..................... 20,732 18,597
Other cash applied......................................... 335 683
------- -------
TOTAL CASH APPLIED....................................... 21,067 19,280
------- -------
NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS................ (447) 572
CASH AND SHORT-TERM INVESTMENTS:
BEGINNING OF PERIOD........................................ 1,923 2,334
------- -------
END OF PERIOD.............................................. $ 1,476 $ 2,906
======= =======
</TABLE>
See accompanying notes to interim financial statements.
II-90
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 1996 (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying interim financial statements of Metropolitan Life Insurance
Company (the Company) are prepared on the basis of accounting practices
prescribed or permitted by the Insurance Department of the State of New York
(statutory financial statements). The accompanying financial statements do not
include all of the footnote disclosures required for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. The accompanying interim financial statements should be read in
conjunction with the Company's annual financial statements.
Results for the three months ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1996.
The Financial Accounting Standards Board (FASB) has issued certain
pronouncements relating to mutual life insurance companies effective for years
beginning after December 15, 1995 annual financial statements and thereafter.
Such pronouncements will no longer allow statutory financial statements to be
described as being prepared in conformity with generally accepted accounting
principles (GAAP). Upon the effective date of the pronouncements, in order for
their financial statements to be described as being prepared in conformity
with GAAP, mutual life insurance companies will be required to adopt all
applicable accounting principles promulgated by the FASB in any general
purpose financial statements that they may issue. The Company will issue 1996
general purpose financial statements reflecting the adoption of all applicable
GAAP pronouncements and will retroactively restate prior period financial
statements to give effect to the application of such pronouncements. If the
Company issues general purpose statutory financial statements for 1996 and
reissues statutory financial statements for prior years, the independent
auditor will be able to express an opinion regarding the presentation of any
statutory financial statements in accordance with accounting practices
prescribed or permitted by the Insurance Department of the State of New York
but will be required to issue an adverse or qualified opinion on any statutory
financial statements regarding their presentation in conformity with GAAP. The
Company has not finalized the quantification of the effects of the application
of the GAAP pronouncements on its financial statements.
2. INVESTMENT VALUATION AND INTEREST MAINTENANCE RESERVES
Mandatory reserves have been established for general account investments in
accordance with guidelines prescribed by insurance regulatory authorities.
Such reserves consist of an Asset Valuation Reserve (AVR) for all invested
assets and Interest Maintenance Reserve (IMR), which defers the recognition of
realized capital gains and losses (net of income tax) attributable to interest
rate fluctuations on fixed income investments over the estimated remaining
duration of the investments sold. The AVR and IMR balances reflect the year to
date activity and a pro rata share of the estimated annual contribution and
amortization, respectively.
Evaluation for and recognition of writedowns of investments for other than
temporary impairments are performed annually during the six month period ended
December 31. However, investment valuation reserves at March 31, 1996 were
adequate to provide for existing and probable future losses.
3. ACQUISITION OF GROUP LIFE AND HEALTH BUSINESSES
The Company acquired, in part through reinsurance effective in January 1995,
the group life, dental, disability, accidental death and dismemberment, vision
and long-term care insurance businesses from Travelers and certain of its
subsidiaries for $403 million, $350 million which was paid during the first
three months of 1995. Commissions of $142 million were charged to earnings
during the three months ended March 31, 1995 and considerations in excess of
commissions of $208 million were recorded as a direct charge to surplus during
the three months ended March 31, 1995. In January, 1995, the Company received
assets with a fair market value equal to the $1,565 million of liabilities
assumed under the reinsurance agreements. The reinsured businesses convert to
Company contracts at policy anniversary date.
II-91
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO INTERIM FINANCIAL STATEMENTS--(CONTINUED)
4. FEDERAL INCOME TAXES
Federal income tax expense has been calculated in accordance with the
provisions of the Internal Revenue Code, as amended (the "Code"). Under the
Code, the amount of federal income tax expense includes a tax on the Company's
surplus calculated by a prescribed formula that incorporates a differential
earnings rate between stock and mutual life insurance companies. The Company's
surplus tax for the three months ended March 31, 1995 was calculated based on
a pro rata estimate of the tax liability expected to be reported on the
Company's 1995 federal income tax return. The Company's surplus tax for the
three months ended March 31, 1996 was calculated based on a pro rata estimate
of the expected final tax for 1996. See Note 6 to the Company's annual
financial statements for the year ended December 31, 1995 for a description of
the change in 1995 in the calculation of surplus tax.
5. SURPLUS NOTES
Interest on the Company's surplus notes is scheduled to be paid semi-
annually on May 1st and November 1st; principal payments are scheduled to be
paid upon maturity. Such payments of interest and principal may be made only
with the prior approval of the Superintendent of Insurance of the State of New
York (Superintendent). The Company may not accrue any liability for payment of
interest or principal prior to obtaining the Superintendent's approval for
payment. At December 31, 1995, no accrual for surplus note interest expense
was recorded by the Company; at March 31, 1996 and 1995, the Company recorded
a liability for surplus note interest expense of $42 million and $20 million,
respectively.
6. SUBSEQUENT EVENT--MERGER
Effective August 30, 1996, the New England Mutual Life Insurance Company was
merged with and into the Company. The Company is the surviving entity. Pro
forma selected financial information giving effect to the merger are included
in the Statement of Additional Information in the registration statement.
Also, in June 1996 The New England entered into a Settlement Agreement,
subject to consummation of the Merger, regarding certain litigation whereby
the litigation will be resolved at a net cost of approximately $117 million to
the combined entity.
II-92
<PAGE>
APPENDIX A
ABC and affiliates Fortune Public Broadcasting
Atlanta Constitution Fox Newtwork and Service
Atlanta Journal affiliates Quinn, Jane Bryant
Austin American Fund Action (syndicated column)
Statesman Hartford Courant Registered
Baltimore Sun Houston Chronicle Representative
Barron's INC Research Magazine
Bond Buyer Indianapolis Star Resource
Boston Business Journal Institutional Investor Reuters
Boston Globe Investment Dealers Rukeyser's Business
Boston Herald Digest (syndicated column)
Broker World Investment Vision Sacramento Bee
Business Radio Network Investor's Daily San Francisco Chronicle
Business Week Journal of Commerce San Francisco Examiner
CBS and affiliates Kansas City Star San Jose Mercury
CFO LA Times Seattle Post-
Changing Times Leckey, Andrew Intelligencer
Chicago Sun Times (syndicated column) Seattle Times
Chicago Tribune Life Association News Smart Money
Christian Science Miami Herald St. Louis Post Dispatch
Monitor Milwaukee Sentinel St. Petersburg Times
Christian Science Money Standard & Poor's
Monitor News Service Money Maker Outlook
Cincinnati Enquirer Money Management Letter Standard & Poor's Stock
Cincinnati Post Morningstar Guide
CNBC National Public Radio Stanger's Investment
CNN National Underwriter Advisor
Columbus Dispatch NBC and affiliates Stockbroker's Register
Dallas Morning News New England Business Strategic Insight
Dallas Times-Herald New England Cable News Tampa Tribune
Denver Post New Orleans Times- Time
Des Moines Register Picayune Tobias, Andrew
Detroit Free Press New York Daily News (syndicated column)
Donoghues Money Fund New York Times UPI
Report Newark Star Ledger US News and World Report
Dorfman, Dan (syndicated Newsday USA Today
column) Newsweek Value Line
Dow Jones News Service Nightly Business Report Wall St. Journal
Economist Orange County Register Wall Street Letter
FACS of the Week Orlando Sentinel Wall Street Week
Financial News Network Pension World Washington Post
Financial Planning Pensions and Investments WBZ
Financial Services Week Personal Investor WBZ-TV
Financial World Philadelphia Inquirer WCVB-TV
Forbes Porter, Sylvia WEEI
Fort Worth Star-Telegram (syndicated column) WHDH
Portland Oregonian Worcester Telegram
Worth Magazine
WRKO
II-93
<PAGE>
THE NEW ENGLAND VARIABLE ACCOUNT
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The following financial statements of the Registrant are included in Part B
of this Registration Statement:
Statement of Assets and Liabilities as of December 31, 1995.
Statement of Operations for the years ended December 31, 1995 and 1994.
Statement of Changes in Net Assets for the years ended December 31, 1995
and 1994.
Notes to Financial Statements.
The following financial statements of the Depositor are included in Part B
of this Registration Statement:
Selected Pro Forma Financial Information for Metropolitan Life Insurance
Company:
Balance Sheet as of March 31, 1996.
Balance Sheets as of December 31, 1995 and 1994.
Statements of Operations for the three-month periods ended March 31, 1996
and 1995.
Statements of Operations for the years ended December 31, 1995, 1994 and
1993.
Financial Statements of New England Mutual Life Insurance Company:
Balance Sheets as of December 31, 1995 and 1994.
Statements of Operations for the years ended December 31, 1995, 1994 and
1993.
Statements of Surplus for the years ended December 31, 1995, 1994 and 1993.
Statements of Cash Flows for the years ended December 31, 1995, 1994 and
1993.
Notes to Financial Statements.
Interim Balance Sheets as of March 31, 1996 and December 31, 1995.
Interim Statements of Operations for the three months ended March 31, 1996
and 1995.
Interim Statements of Surplus for the three months ended March 31, 1996 and
1995.
Interim Statements of Cash Flows for the three months ended March 31, 1996
and 1995.
Notes to Unaudited Interim Financial Statements.
Financial Statements of Metropolitan Life Insurance Company:
Balance Sheets as of December 31, 1995 and 1994.
Statements of Operations and Surplus for the years ended December 31, 1995,
1994 and 1993.
Statements of Cash Flow for the years ended December 31, 1995, 1994 and
1993.
Notes to Financial Statements
Interim Balance Sheets as of March 31, 1996 and December 31, 1995.
Interim Statements of Operations and Surplus for the three months ended
March 31, 1996 and 1995.
Interim Statements of Cash Flow for the three months ended March 31, 1996
and 1995.
Notes to Interim Financial Statements.
(b) Exhibits
(1) (i) Resolutions of the Board of Directors of New England Mutual Life
Insurance Company authorizing the Registrant.
(ii) Resolutions of the Depositor adopting the Registrant as a separate
account.
(2) None
(3) (i) Distribution Agreement.
III-1
<PAGE>
(ii) Forms of Selling Agreement with other broker-dealers are
incorporated herein by reference to Pre-Effective Amendment No. 1 (July
7, 1988) and Post-Effective Amendment No. 8 (February 23, 1993) to
Registration Statement on Form N-4 (No. 33-17377).
(4) (i) Form of New England Mutual Life Insurance Company Variable Annuity
Contract, Application and Riders, is incorporated herein by reference
to Post-Effective Amendment No. 1 to the Registration Statement on Form
N-4 (No. 33-17377) filed on April 28, 1989.
(ii) Form of New England Mutual Life Insurance Company Contract Loan
Endorsement is incorporated by reference to Post-Effective Amendment
No. 3 to the Registration Statement on Form N-4 (No. 33-17377) filed on
April 27, 1990.
(iii) Forms of New England Mutual Life Insurance Company Endorsements
(Fixed Account, Individual Retirement Annuity, Tax-Sheltered Annuity
and Death of Owner) are incorporated herein by reference to Post-
Effective Amendment No. 4 to the Registration Statement on Form N-4
(No. 33-17377) filed on March 1, 1991.
(iv) Forms of New England Mutual Life Insurance Company Endorsements
(New Contract Loan, Benefits for Disability of Annuitant) are
incorporated herein by reference to Post-Effective Amendment No. 6 to
the Registration Statement on Form N-4 (No. 33-17377) filed on February
25, 1992.
(v) Form of Metropolitan Life Insurance Company Endorsement to New
England Mutual Life Insurance Company Variable Annuity Contract (See
(4)(i) above).
(vi) Metropolitan Life Insurance Company Variable Annuity Contract and
Application.
(vii) Forms of Metropolitan Life Insurance Company Endorsements (Fixed
Account, Contract Loans, Tax-Sheltered Annuity, Periodic Reports and
Postponement of Surrender.)
(5) (i) For New England Mutual Life Insurance Company Application, see
(4)(i) above.
(ii) For Metropolitan Life Insurance Company Application, see (4)(vi)
above.
(6) (i) Charter and By-Laws of Metropolitan Life Insurance Company.
(ii) By-Laws Amendment.
(7) None
(8) (i) Administrative Services Agreement.
(ii) Participation Agreement Among Variable Insurance Products Fund,
Fidelity Distributors Corporation and New England Mutual Life Insurance
Company is incorporated by reference to Post-Effective Amendment No. 10
to Registration Statement on Form N-4 (No. 33-17377) filed on March 2,
1994.
(iii) Amendment No. 1 to Participation Agreement Among Variable
Insurance Products Fund, Fidelity Distributors Corporation and New
England Mutual Life Insurance Company is incorporated by reference to
Post-Effective Amendment No. 15 to Registration Statement on Form N-4
(No. 33-17377) filed on April 1, 1996.
(iv) Assignment of Participation Agreement from New England Mutual Life
Insurance Company to Metropolitan Life Insurance Company.
(9) Opinion and consent of Christopher P. Nicholas, Esq.
(10) (i) Consent of Coopers & Lybrand, L.L.P.
(ii) Consent of Deloitte & Touche LLP.
(iii) Consent of Sutherland, Asbill & Brennan.
(11) None
(12) None
(13) Schedule of computations for performance quotations is incorporated by
reference to Post-Effective Amendment No. 14 to Registration Statement
on Form N-4 (No. 33-17377) filed on October 28, 1994.
(14) Powers of Attorney.
III-2
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------------- ---------------------
<S> <C> <C>
Theodossios
Athanassiades.......... Vice-Chairman of the Board, Vice-Chairman of the
Metropolitan Life Insurance Company, Board and Director
One Madison Avenue,
New York, NY 10010.
Curtis H. Barnette...... Chairman and Chief Executive Officer, Director
Bethlehem Steel Corp.,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Joan Ganz Cooney........ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
James R. Houghton....... Retired Chairman of the Board Director
Corning Incorporated,
80 East Market St., 2nd floor
Corning, NY 14830.
Harry P. Kamen.......... Chairman, President Chairman, President,
and Chief Executive Officer, Chief Executive
Metropolitan Life Insurance Company, Officer and Director
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan........ Of Counsel, Skadden, Arps, Slate, Director
Meagher and Flom,
919 Third Avenue,
New York, NY 10022.
Richard J. Mahoney...... Chairman of the Executive Committee, Director
Monsanto Company--Mail Zone N3L,
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
Allen E. Murray......... Retired Chairman of the Board and Director
Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072,
New York, NY 10163.
John J. Phelan, Jr. .... Retired Chairman and Director
Chief Executive Officer,
New York Stock Exchange,
P.O. Box 312,
Mill Neck, NY 11765.
John B. M. Place........ Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
</TABLE>
III-3
<PAGE>
<TABLE>
<S> <C> <C>
Hugh B. Price................... President and Chief Executive Director
Officer,
National Urban League, Inc.,
500 East 62nd Street,
New York, NY 10021.
Robert G. Schwartz.............. Retired Chairman of the Board, Director
President and Chief Executive
Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.
Ruth J. Simmons, PH.D........... President, Director
Smith College,
College Hall 20,
North Hampton, MA 01063.
William S. Sneath............... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.
John R. Stafford................ Chairman of the Board, President and Director
Chief
Executive Officer,
American Home Products Corporation,
Five Giralda Farms,
Madison, NJ 07940.
</TABLE>
III-4
<PAGE>
Set forth below is a list of certain principal officers* of Metropolitan
Life. The principal business address of each officer of Metropolitan Life is
One Madison Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
--------------- -------------------------------
<S> <C>
Harry P. Kamen..................... Chairman, President and Chief Executive
Officer
Theodossios Athanassiades.......... Vice-Chairman of the Board
Gerald Clark....................... Senior Executive Vice-President and Chief
Investment Officer
Stewart G. Nagler.................. Senior Executive Vice-President & Chief
Financial Officer
Gary A. Beller..................... Executive Vice-President and General Counsel
Robert H. Benmosche................ Executive Vice-President
C. Robert Henrikson................ Executive Vice-President
John D. Moynahan, Jr. ............. Executive Vice-President
Catherine A. Rein.................. Executive Vice-President
John H. Tweedie.................... Executive Vice-President
Richard M. Blackwell............... Senior Vice-President
James B. Digney.................... Senior Vice-President
William T. Friedewald, M.D......... Senior Vice-President and Chief Medical
Director
Frederick P. Hauser................ Senior Vice-President & Controller
Anne E. Hayden..................... Senior Vice-President
Jeffrey J. Hodgman................. Senior Vice-President
Leland C. Launer, Jr. ............. Senior Vice-President
Terence I. Lennon.................. Senior Vice-President
David A. Levene.................... Senior Vice-President
James L. Lipscomb.................. Senior Vice-President
James M. Logan..................... Senior Vice-President
Francis P. Lynch................... Senior Vice-President
Thomas F. McDermott................ Senior Vice-President
John C. Morrison, Jr............... Senior Vice-President
Dominick A. Prezzano............... Senior Vice-President
Leo T. Rasmussen................... Senior Vice-President
Vincent P. Reusing................. Senior Vice-President
Robert E. Sollmann, Jr. ........... Senior Vice-President
Thomas L. Stapleton................ Senior Vice-President & Tax Director
William J. Toppeta................. Senior Vice-President
Arthur G. Typermass................ Senior Vice-President & Treasurer
James A. Valentino................. Senior Vice-President
Judy E. Weiss...................... Senior Vice-President and Chief Actuary
Stephen E. White................... Senior Vice-President
Richard F. Wiseman................. Senior Vice-President
Harvey M. Young.................... Senior Vice-President
Christine N. Markussen............. Vice-President and Secretary
</TABLE>
- --------
* The principal occupation of each officer, except for Gary A. Beller, Robert
H. Benmosche and Terence I. Lennon, during the last five years has been as
an officer of MetLife or an affiliate thereof. Gary A. Beller has been an
officer of MetLife since November, 1994; prior thereto, he was a Consultant
and Executive Vice-President and General Counsel of the American Express
Company. Robert H. Benmosche has been an Officer of MetLife since September,
1995; prior thereto, he was an Executive Vice President of Paine Webber.
Terence I. Lennon has been an officer of MetLife since March, 1994; prior
thereto, he was Assistant Deputy Superintendent and Chief Examiner of the
New York State Department of Insurance.
III-5
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.
The registrant is a separate account of Metropolitan Life Insurance Company
under the New York Insurance law. Under said law the assets allocated to the
separate account are the property of Metropolitan Life Insurance Company. No
person has the direct or indirect power to control Metropolitan Life Insurance
Company. As a mutual life insurance company, Metropolitan Life Insurance
Company has no stockholders. Its Board of Directors is elected in accordance
with New York Insurance Law by Metropolitan's policyholders, whose policies or
contracts have been in force for at least one year. Each such policyholder has
only one vote, irrespective of the number of policies or contracts held and
the amount thereof. The following diagram indicates those persons who are
controlled by or under common control with Metropolitan Life Insurance
Company:
ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF AUGUST 30, 1996
The following is a list of subsidiaries of Metropolitan Life Insurance
Company ("Metropolitan") as of August 30, 1996. Those entities which are
listed at the left margin (labelled with capital letters) are direct
subsidiaries of Metropolitan. Unless otherwise indicated, each entity which is
indented under another entity is a subsidiary of such indented entity and,
therefore, an indirect subsidiary of Metropolitan. Certain inactive
subsidiaries have been omitted from the Metropolitan organizational listing.
The voting securities (excluding directors' qualifying shares, if any) of the
subsidiaries listed are 100% owned by their respective parent corporations,
unless otherwise indicated. The jurisdiction of domicile of each subsidiary
listed is set forth in the parenthetical following such subsidiary.
A.Metropolitan Tower Corp. (Delaware)
1. Metropolitan Property and Casualty Insurance Company (Delaware)
a. Metropolitan Group Property and Casualty Insurance Company (Delaware)
i. Metropolitan Reinsurance Company (U.K.) Limited (Great Britain)
b. Metropolitan Casualty Insurance Company (Delaware)
c. Metropolitan General Insurance Company (Delaware)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
g. Met P&C Managing General Agency, Inc. (Texas)
2. Metropolitan Insurance and Annuity Company (Delaware)
a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
3. MetLife General Insurance Agency, Inc. (Delaware)
a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc. (Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
4. Metropolitan Asset Management Corporation (Delaware)
a. MetLife Capital Holdings, Inc. (Delaware)
i. MetLife Capital Corporation (Delaware)
(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
III-6
<PAGE>
(4) MetLife Capital, Limited Partnership (Delaware). Partnership
interests in MetLife Capital, Limited Partnership are held by
Metropolitan (90%) and MetLife Capital Corporation (10%).
(5) CLJ Finco, Inc. (Delaware)
(a) MetLife Capital Credit L.P. (Delaware). Partnership
interests in MetLife Capital Credit L.P. are held by
Metropolitan (90%) and CLJ Finco, Inc. (10%).
(6) MetLife Capital Portfolio Investments, Inc. (Nevada)
(a) MetLife Capital Funding Corp. (Delaware)
(7) MetLife Capital Funding Corp. II (Delaware)
ii.MetLife Capital Financial Corporation (Delaware)
iii. MetLife Financial Acceptance Corporation (Delaware). MetLife
Capital Holdings, Inc. holds 100% of the voting preferred stock of
MetLife Financial Acceptance Corporation. Metropolitan Property
and Casualty Insurance Company holds 100% of the common stock of
MetLife Financial Acceptance Corporation.
b.MetLife Investment Management Corporation (Delaware)
i. MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments Limited.
c. GFM International Investors Limited (United Kingdom). The common stock
of GFM International Investors Limited ("GFM") is held by Metropolitan
(99.5%) and by a former employee of GFM (.5%). GFM is a sub-investment
manager for the International Stock Portfolio of Metropolitan Series
Fund, Inc.
i.GFM Investments Limited (United Kingdom)
5. SSRM Holdings, Inc. (Delaware)
a. MetLife Realty Group, Inc. (Delaware)
b. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and Aggressive
Growth Portfolios of Metropolitan Series Fund, Inc.
i. State Street Research Energy, Inc. (Massachusetts)
ii. State Street Research Investment Services, Inc. (Massachusetts)
iii. SSRM Management Company (Luxembourg)
c.Metric Holdings, Inc. (Delaware)
i.Metric Management Inc. (Delaware)
ii.Metric Realty Corp. (Delaware)
iii. Metric Realty (Illinois). Metric Realty Corp. and Metric Holdings,
Inc. each hold 50% of the common stock of Metric Realty.
(1) Metric Capital Corporation (California)
(2) Metric Assignor, Inc. (California)
(3) Metric Institutional Realty Advisors, Inc. (California)
(4) Metric Institutional Realty Advisors, L.P. (California).
Metric Realty holds a 99% Limited partnership interest and
Metric Institutional Realty Advisors, Inc. holds a 1% interest
as general partner in Metric Institutional Realty Advisors, L.P.
(5) Metric Realty Services, Inc. (Delaware) Metric Holdings Inc.
and Metric Realty Corp. each hold 50% of the common stock of
Metric Realty Services, Inc.
(a) Metric Colorado, Inc. (Colorado). Metric Realty Services
Inc. owns 80% of the common stock and an employee owns the
other 20%.
(6) Metric Institutional Apartment Fund II, L.P. (California).
Metric Realty holds a 1% interest as general partner and
Metropolitan holds an approximately 14.6% limited partnership
interest in Metric Institutional Apartment Fund II, L.P.
6. MetLife Holdings, Inc. (Delaware)
a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)
III-7
<PAGE>
7. Metropolitan Tower Realty Company, Inc. (Delaware)
8. MetLife Real Estate Advisors, Inc. (California)
9. MetLife HealthCare Holdings, Inc. (Delaware)
B. Metropolitan Tower Life Insurance Company (Delaware)
C. MetLife Security Insurance Company of Louisiana (Louisiana)
D. MetLife Texas Holdings, Inc. (Delaware)
1. Texas Life Insurance Company (Texas)
a. Texas Life Agency Services, Inc. (Texas)
b. Texas Life Agency Services of Kansas, Inc. (Kansas)
E. MetLife Securities, Inc. (Delaware)
F. 23rd Street Investments, Inc. (Delaware)
G. Metropolitan Life Holdings Limited (Ontario, Canada)
1. Metropolitan Life Financial Services Limited (Ontario, Canada)
2. Metropolitan Life Financial Management Limited (Ontario, Canada)
a. Metropolitan Life Insurance Company of Canada (Canada)
3. Morguard Investments Limited (Ontario, Canada) Shares of Morguard
Investments Limited ("Morguard") are held by Metropolitan Life Holdings
Limited (80%) and by employees of Morguard (20%).
4.Services La Metropolitaine Quebec, Inc. (Quebec, Canada)
5.167080 Canada, Inc. (Canada)
a.445068 B.C. Ltd. (British Columbia, Canada)
H.MetLife (UK) Limited (Great Britain)
1.Albany Life Assurance Company Limited (Great Britain)
a.Albany Pension Managers and Trustees Limited (Great Britain)
2.Albany Home Loans Limited (Great Britain)
3.ACFC Corporate Finance Limited (Great Britain)
4.Metropolitan Unit Trust Managers Limited (Great Britain)
5.Albany International Assurance Limited (Isle of Man)
6.MetLife Group Services Limited (Great Britain)
I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.
1.Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)
J. Kolon-Met Life Insurance Company (Korea), Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.
K. Metropolitan Life Seguros de Vida S.A. (Argentina)
L. Metropolitan Life Seguros de Retiro S.A. (Argentina)
M. 2945835 Canada Tnc. (Canada)
III-8
<PAGE>
N. Metropolitan Marine Way Investments Limited (British Columbia, Canada)
O. Met Life Holdings Luxembourg (Luxembourg)
P. Metropolitan Life Holdings, Netherlands BV (Netherlands)
Q. MetLife International Holdings, Inc. (Delaware)
R. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)
S. Metropolitan Realty Management, Inc. (Delaware)
1.Edison Supply and Distribution, Inc. (Delaware)
2.Cross & Brown Company (New York)
a. Cross & Brown Associates of New York, Inc. (New York)
b. Subrown Corp. (New York)
c. Cross & Brown Construction Corp. (New York)
d. CBNJ, Inc. (New Jersey)
T. MetPark Funding, Inc. (Delaware)
U. 2154 Trading Corporation (New York)
V. Transmountain Land & Livestock Company (Montana)
W. Met West Agribusiness, Inc. (Delaware)
X. Farmers National Company (Nebraska)
1. Farmers National Commodities, Inc. (Nebraska)
Z.Nebraska Farms, Inc. (Nebraska)
AA.Met Farm and Ranch Properties, Inc. (Delaware)
AB. MetLife Trust Company, National Association (United States)
AC. PESCO Plus, L.C. (Florida). Metropolitan owns a 50% interest in PESCO
Plus, L.C. An entity unaffiliated with Metropolitan owns the other 50%
interest.
1. Public Employees Equities Services Company. (Florida)
AD.Boylston Capital Advisors, Inc. (MA)
1. New England Portfolio Advisors, Inc. (MA) (investment adviser to insurance
company Separate Account investors)
AE. COAC Co., Inc. (MA) (holding company for approximately 70 nonoperating sub-
sidiaries with interests in real estate joint ventures and partnerships)
AF. CRB Co. Inc. (MA) (real estate investment holding corporation)
AG. CRH Companies, Inc. (MA) (limited partner of general partner of publicly
offered limited partnership)
1. South Sarasota Retail Corp. (FL) (real estate investment holding
corporation (inactive))
AH. DPA Holding Corporation (MA) (real estate investment holding corporation)
AI. GA Holdings Companies, Inc. (MA) (corporate partner for real estate invest-
ment (inactive))
AJ. L/C Development Corporation (CA) (corporate partner for real estate invest-
ment)
AK. LC Park Place Corporation (CA) (corporate partner for real estate
investment (inactive))
AL. Lyon/Copley Development Corporation (CA) (general partner in general
account joint ventures)
AM. Mercadian Capital L.P. (DE) (dealer in interest rate and currency swaps)
The Depositor owns 95% of the limited partnership interest.
AN. Mercadian Funding L.P. (DE) (party to investment and repurchase agreements
with tax-exempt bond issuers) The Depositor owns 95% of the limited
partnership interest.
AO. NEL Partnership Investments I, Inc. (MA) (general partner of private
limited partnership)
III-9
<PAGE>
AP. NELRECO Troy, Inc. (MA) (real estate investment holding, developing, leasing
corp. (inactive))
AQ. New England Life Mortgage Funding Corporation (MA) (issuer of commercial
mortgage-backed securities)
AR. TNE Funding Corporation (DE) (issuer of commercial mortgage-backed
securities)
AS. TNE-Y, Inc. (DE) (corporate partner for real estate investment (inactive))
AT. MetLife New England Holdings, Inc. (DE) (holding company)
1. New England Life Insurance Company (MA) (insurance)
a. Exeter Reassurance (Bermuda) (reinsurance)
b. New England Pension and Annuity Company (DE) (insurance)
c. New England Securities Corporation (MA) (broker-dealer)
i. Hereford Insurance Agency, Inc. (MA) (insurance agency)
ii. Hereford Insurance Agency of Alabama, Inc. (AL) (insurance agency)
iii. Hereford Insurance Agency of Minnesota (MN) (insurance agency)
d. Newbury Insurance Companies, Limited (Bermuda) (Issuer of life insurance
agent's professional liability insurance)
e. Omega Reinsurance Corporation (AZ) (insurance)
f. TNE Advisers, Inc. (MA) (investment adviser to the New England Zenith
Fund)
g. TNE Information Services, Inc. (MA) (software)
2. New England Investment Companies, Inc. (MA) (general partner of New England
Investment Companies, L.P.)
<TABLE>
<CAPTION>
PERCENTAGE
OF VOTING
SECURITIES
STATE OF OWNED BY
SUBSIDIARY ORGANIZATION DEPOSITOR PRINCIPAL BUSINESS
---------- ------------ ----------- ------------------
<S> <C> <C> <C>
New England Investment DE 55.3% investment adviser and holding co. for
Companies, L.P. (NEIC, the Insurance co.'s investment related
L.P.) operating affiliates
Back Bay Advisors, Inc. MA 55.3% general partner of investment adviser
Back Bay Advisors, L.P. DE 55.3% investment adviser
BBC Investment Advisors, MA 55.3% general partner of investment adviser
Inc.
BBC Investment Advisors, DE 55.3% investment adviser
L.P.
Capital Growth MA NEIC, L.P. investment adviser
Management Limited owns 50%
Partnership limited
partnership
interest
Copley Investment Group, MA 55.3% general partner of private limited
Inc. partnerships
Copley Management and DE 55.3% investment adviser
Advisors, L.P.
Copley Public DE 55.3% manage units and other interests in
Partnership Holding, limited partnerships
L.P.
Copley Real Estate MA 55.3% real estate manager and adviser
Advisors, Inc.
--Copley Advisors, Inc. MA 55.3% investment adviser
--Copley Properties MA 55.3% general partner of publicly offered
Company, Inc. limited partnership
--Copley Properties MA 55.3% general partner of publicly offered
Company II, Inc. limited partnership
--Copley Properties MA 55.3% managing general partner of publicly
Company III, Inc. offered limited partnership
</TABLE>
III-10
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF VOTING
SECURITIES
STATE OF OWNED BY
SUBSIDIARY ORGANIZATION DEPOSITOR PRINCIPAL BUSINESS
---------- ------------ ---------- ------------------
<S> <C> <C> <C>
--Copley Securities MA 55.3% Massachusetts securities corporation
Corporation (buys, sells, holds, securities
exclusively for own account)
--CTR Corporation MA 55.3% real estate investment
--Eighth Copley MA 55.3% real estate investment holding,
Corporation developing and leasing corporation
--Fifth Copley MA 55.3% general partner of publicly offered
Corporation limited partnership
--Fifth Singleton MA 55.3% general partner of private limited
Corporation partnership
--First Income MA 55.3% general partner of publicly offered
Corporation limited partnership
--Fourth Copley MA 55.3% general partner of publicly offered
Corporation limited partnership
--Fourth Income MA 55.3% general partner of publicly offered
Corporation limited partnership
--Fourth Singleton MA 55.3% (inactive) organized for use in
Corporation connection with limited partnership
--New England Investment DE 55.3% insurance agent and marketer of
Associates, Inc. financial products and services to
institutional investors
--Second Income MA 55.3% general partner of publicly offered
Corporation limited partnership
--Seventh Copley MA 55.3% general partner of publicly offered
Corporation limited partnership
--Sixth Copley MA 55.3% general partner of publicly offered
Corporation limited partnership
--Sixth Singleton MA 55.3% general partner of private limited
Corporation partnership
--Third Income MA 55.3% general partner of publicly offered
Corporation limited partnership
--Third Singleton MA 55.3% general partner of private limited
Corporation partnership
CREA Limited Partnership MA 55.3% real estate manager and adviser
Graystone Partners, Inc. MA 55.3% general partner of consulting
marketing agent
Graystone Partners, L.P. DE 55.3% consulting and marketing agent for
asset management services
Harris Associates, Inc. DE 55.3% general partner of investment adviser
Harris Associates, L.P. DE 55.3% investment adviser
--Harris Associates DE broker-dealer
Securities, L.P.
--Harris Partners, Inc. DE member of Harris Partners L.L.C.
--Harris Partners L.L.C. DE general partner of limited
partnerships
Loomis, Sayles & MA 55.3% general partner of investment adviser
Company, Inc.
Loomis, Sayles & DE 55.3% investment adviser
Company, L.P.
MC Management, Inc. MA 55.3% general partner of MC Management, L.P.
MC Management, L.P. DE 55.3% general and limited partner of limited
partnership that serves as general
partner of private investment
partnership
NEF Corporation MA 55.3% general partner of mutual fund
wholesale broker-dealer, transfer
agent and of investment adviser
NEIC Holdings, Inc. MA 55.3% holding company
New England Funds, L.P. DE 55.3% mutual fund wholesale broker-dealer
</TABLE>
III-11
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF VOTING
SECURITIES
STATE OF OWNED BY
SUBSIDIARY ORGANIZATION DEPOSITOR PRINCIPAL BUSINESS
---------- ------------ ---------- ------------------
<S> <C> <C> <C>
New England Funds DE 55.3% investment adviser
Management, L.P.
R & T Asset Management, MA 55.3% general partner investment advisers
Inc.
Reich & Tang Asset DE 55.3% investment adviser
Management, L.P.
Reich & Tang DE 55.3% mutual fund wholesale broker-dealer
Distributors, L.P. and transfer agent
Reich & Tang Services DE 55.3% broker-dealer, transfer agent
L.P.
VNSM, Inc. DE 55.3% general partner to investment adviser
Vaughan, Nelson, DE 55.3% investment adviser
Scarborough &
McConnell, L.P.
Westpeak Investment MA 55.3% general partner of investment adviser
Advisors, Inc.
Westpeak Investment DE 55.3% investment adviser
Advisors, L.P.
</TABLE>
The above list does not include certain real estate joint ventures and
partnerships of which the Metropolitan Life Insurance Company is an investment
partner.
III-12
<PAGE>
In addition to the entities listed above, Metropolitan (or where indicated
an affiliate) also owns an interest in the following entities, among others:
1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned
facilities and airplanes. It is not engaged in any business.
2) Quadreal Corp., a New York corporation, is the fee holder of a parcel
of real property subject to a 999 year prepaid lease. It is wholly-
owned by Metropolitan, having been acquired by a wholly-owned
subsidiary of Metropolitan in 1973 in connection with a real estate
investment and transferred to Metropolitan in 1988.
3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns
approximately 18.4% of the outstanding common stock of this company and
has the right to designate 2 of the 5 members of its Board of
Directors.
4) Metropolitan Structures is a general partnership in which Metropolitan
owns a 50% interest. Metropolitan Structures owns 100% of the common
stock of Cicero/Cermak Corporation, an Illinois corporation, which owns
and manages a shopping center in Illinois. Metropolitan Structures,
Inc., an Illinois corporation, is a property manager. Metropolitan
Structures, Inc. is wholly-owned by Metropolitan Structures.
5) Seguros Genesis, S.A. (Mexico), is a Mexican insurer in which
Metropolitan and two of its subsidiaries collectively own a 24.5%
interest and have the right to designate 2 of the 9 members of the
Board of Directors.
6) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance
brokerage company in which Santander Met, S.A., a subsidiary of
Metropolitan in which Metropolitan owns a 50% interest, owns a
50%interest and has the right to designate 2 of the 4 members of the
Board of Directors.
7) Metropolitan owns varying interests in certain mutual funds distributed
by its affiliates. These ownership interests are generally expected to
decrease as shares of the funds are purchased by unaffiliated
investors.
8) Metropolitan Lloyds Insurance Company of Texas, an affiliated
association, provides homeowner and related insurance for the Texas
market. It is an association of individuals designated as underwriters.
Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and
Casualty Insurance Company, serves as the attorney-in-fact and manages
the association.
9) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in
certain entities are held. A wholly-owned subsidiary of Metropolitan
serves as the general partner of the limited partnerships and
Metropolitan directly owns a 99% limited partnership interest therein.
The MILPs have various ownership interests in certain companies. The
various MILPs own, directly or indirectly, more than 50% of the voting
stock of the following companies: Coating Technologies International,
Inc., Dan River, Inc.; Igloo Holdings, Inc. and its subsidiary, Igloo
Products Corporation; Blodgett Holdings, Inc., and its subsidiaries, GS
Blodgett Corporation, GS Blodgett International Ltd., GS Blodgett Inc.,
Pitco Frialator, Inc., Frialator International Limited, Magikitch'n,
Inc., and Cloverleaf Properties, Inc.; and Briggs Holdings, Inc., and
its subsidiary, Briggs Plumbing Products, Inc.
ITEM 27. NUMBER OF CONTRACTOWNERS
As of June 30, 1996, there were 22,537 owners of tax-qualified Contracts and
11,686 owners of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
The Company has secured a Financial Institutions Bond in the amount of
$50,000,000 subject to a $5,000,000 deductible.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification may be against public policy as expressed in the Act and
may be, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person or
III-13
<PAGE>
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) New England Securities Corporation also serves as principal underwriter
for:
New England Zenith Fund
New England Variable Annuity Fund I
New England Retirement Investment Account
New England Variable Life Separate Account
New England Variable Annuity Separate Account
III-14
<PAGE>
(b) The directors and officers of the Registrant's principal underwriter,
New England Securities Corporation, and their addresses are as follows:
<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES WITH
NAME OFFICES WITH PRINCIPAL UNDERWRITER REGISTRANT
---- ---------------------------------- -------------
<C> <S> <C>
Thomas W. McConnell* Director, President and CEO None
Frederick K. Zimmermann** Chairman of Board, Director None
Beverly J. DeWitt** Assistant Secretary None
Anne M. Goggin** Vice President, General Counsel,
Secretary and Clerk None
Mark F. Greco* Vice President None
Laura A. Hutner* Vice President None
Peter G. Lahaie* Assistant Vice President, Chief
Financial Officer and Controller None
Albert R. Margeson, Jr.* Senior Vice President None
Robert F. Regan*** Vice President None
Jonathan M. Rozek* Vice President None
Robert E. Schneider** Director None
Michael E. Toland* Vice President, Chief Compliance
Officer, Assistant Secretary and
Assistant Clerk None
Principal Business Address: *399 Boylston Street, Boston, MA 02116
** 501 Boylston Street, Boston, MA 02117
*** 500 Boylston Street, Boston, MA 02117
</TABLE>
(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NET
NAME OF UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS & REDEMPTION OR BROKERAGE OTHER
UNDERWRITER COMMISSIONS ANNUITIZATION COMMISSIONS COMPENSATION
----------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
New England
Securities Corp. $5,203,001.05 -0- -0- -0-
</TABLE>
Commissions are paid by the Company directly to agents who are registered
representatives of the principal underwriter, or to broker-dealers that have
entered into a selling agreement with the principal underwriter with respect
to sales of the Contracts.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder:
(a) Registrant
(b) New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(c) State Street Bank & Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(d) New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby makes the following undertakings:
(1) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial statements
contained in the registration statement are never more than 16 months old
for so long as payments under the variable annuity contracts may be
accepted;
III-15
<PAGE>
(2) To include either (a) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to request a
Statement of Additional Information or (b) a postcard or similar written
communication affixed to or included in the prospectus that the applicant
can remove to send for a Statement of Additional Information;
(3) To deliver a Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly upon
written or oral request;
(4) To offer Contracts to participants in the Texas Optional Retirement
program in reliance upon Rule 6c-7 of the Investment Company Act of 1940
and to comply with paragraphs (a)-(d) of that Rule; and
(5) To comply with and rely upon the Securities and Exchange Commission No-
Action letter to The American Council of Life Insurance, dated November 28,
1988, regarding Sections 22(e), 27(c)(1) and 27(d) of the Investment
Company Act of 1940.
III-16
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, THE REGISTRANT, THE NEW ENGLAND VARIABLE ACCOUNT HAS
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF, IN THE CITY OF
NEW YORK, AND STATE OF NEW YORK ON THIS 30TH DAY OF AUGUST, 1996.
The New England Variable Account
By: Metropolitan Life Insurance
Company (Depositor)
By: /s/ Gary A. Beller
---------------------------------
GARY A. BELLER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
III-17
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, METROPOLITAN LIFE INSURANCE COMPANY HAS CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF, IN THE CITY OF NEW YORK, AND
THE STATE OF NEW YORK ON THIS THE 30TH DAY OF AUGUST, 1996.
Metropolitan Life Insurance Company
By: /s/ Gary A. Beller
---------------------------------
GARY A. BELLER, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, President,
- ------------------------------------- Chief Executive
HARRY P. KAMEN Officer and
Director
* Vice-Chairman and
- ------------------------------------- Director
THEODOSSIOS ATHANASSIADES
* Senior Executive
- ------------------------------------- Vice-President and
STEWART G. NAGLER Chief Financial
Officer (Principal
Financial Officer)
* Senior Executive
- ------------------------------------- Vice-President and
FREDERICK P. HAUSER Controller
(Principal
Accounting Officer)
* Director
- -------------------------------------
CURTIS H. BARNETTE
* Director
- -------------------------------------
JOAN GANZ COONEY
* Director
- -------------------------------------
JAMES R. HOUGHTON
* Director
- -------------------------------------
HELENE L. KAPLAN
* Director
- -------------------------------------
RICHARD J. MAHONEY
* Director
- -------------------------------------
ALLEN E. MURRAY
* Director
- -------------------------------------
JOHN J. PHELAN, JR.
* Director
- -------------------------------------
JOHN B. M. PLACE
* Director
- -------------------------------------
HUGH B. PRICE
* Director
- -------------------------------------
ROBERT G. SCHWARTZ
* Director
- -------------------------------------
RUTH J. SIMMONS
* Director
- -------------------------------------
WILLIAM S. SNEATH
* Director
- -------------------------------------
JOHN R. STAFFORD
*By: /s/ Christopher P. Nicholas
--------------------------------
CHRISTOPHER P. NICHOLAS, ESQ. August 30, 1996
ATTORNEY-IN-FACT
III-18
<PAGE>
EXHIBIT INDEX
(1) (i) Resolutions of the Board of Directors of New England Mutual Life
Insurance Company authorizing the Registrant.
(ii) Resolutions of the Depositor adopting the Registrant as a separate
account.
(2) None
(3) (i) Distribution Agreement.
(ii) Forms of Selling Agreement with other broker-dealers are
incorporated herein by reference to Pre-Effective Amendment No. 1 (July
7, 1988) and Post-Effective Amendment No. 8 (February 23, 1993) to
Registration Statement on Form N-4 (No. 33-17377).
(4) (i) Form of New England Mutual Life Insurance Company Variable Annuity
Contract, Application and Riders, is incorporated herein by reference
to Post-Effective Amendment No. 1 to the Registration Statement on Form
N-4 (No. 33-17377) filed on April 28, 1989.
(ii) Form of New England Mutual Life Insurance Company Contract Loan
Endorsement is incorporated by reference to Post-Effective Amendment
No. 3 to the Registration Statement on Form N-4 (No. 33-17377) filed on
April 27, 1990.
(iii) Forms of New England Mutual Life Insurance Company Endorsements
(Fixed Account, Individual Retirement Annuity, Tax-Sheltered Annuity
and Death of Owner) are incorporated herein by reference to Post-
Effective Amendment No. 4 to the Registration Statement on Form N-4
(No. 33-17377) filed on March 1, 1991.
(iv) Forms of New England Mutual Life Insurance Company Endorsements
(New Contract Loan, Benefits for Disability of Annuitant) are
incorporated herein by reference to Post-Effective Amendment No. 6 to
the Registration Statement on Form N-4 (No. 33-17377) filed on February
25, 1992.
(v) Form of Metropolitan Life Insurance Company Endorsement to New
England Mutual Life Insurance Company Variable Annuity Contract (See
(4)(i) above).
(vi) Metropolitan Life Insurance Company Variable Annuity Contract and
Application.
(vii) Forms of Metropolitan Life Insurance Company Endorsements (Fixed
Account, Contract Loans, Tax-Sheltered Annuity, Periodic Reports and
Postponement of Surrender.)
(5) (i) For New England Mutual Life Insurance Company Application, see
(4)(i) above.
(ii) For Metropolitan Life Insurance Company Application, see (4)(vi)
above.
(6) (i) Charter and By-Laws of Metropolitan Life Insurance Company.
(ii) By-Laws Amendment.
(7) None
(8) (i) Administrative Services Agreement.
(ii) Participation Agreement Among Variable Insurance Products Fund,
Fidelity Distributors Corporation and New England Mutual Life Insurance
Company is incorporated by reference to Post-Effective Amendment No. 10
to Registration Statement on Form N-4 (No. 33-17377) filed on March
2,1994.
(iii) Amendment No. 1 to Participation Agreement Among Variable
Insurance Products Fund, Fidelity Distributors Corporation and New
England Mutual Life Insurance Company is incorporated by reference to
Post-Effective Amendment No. 15 to Registration Statement on Form N-4
(No. 33-17377) filed on April 1, 1996.
(iv) Assignment of Participation Agreement from New England Mutual Life
Insurance Company to Metropolitan Life Insurance Company.
(9) Opinion and consent of Christopher P. Nicholas.
(10) (i) Consent of Coopers & Lybrand, L.L.P.
(ii) Consent of Deloitte & Touche LLP.
(iii) Consent of Sutherland, Asbill & Brennan.
III-19
<PAGE>
(11) None
(12) None
(13) Schedule of computations for performance quotations is incorporated by
reference to Post-Effective Amendment No. 14 to Registration Statement
on Form N-4 (No. 33-17377) filed on October 28, 1994.
(14) Powers of Attorney.
III-20
<PAGE>
Exhibit 99.(i)
I, KERNAN F. KING, Secretary of New England Mutual Life Insurance Company,
hereby certify that the following votes were passed at a meeting of the Board of
Directors held on July 15, 1987:
VOTE: To authorize the Company to establish and maintain an additional separate
- ---- investment account (the "New Separate Account") independent of its
general investment account and of all other separate investment accounts
heretofore or hereafter established, the assets of the New Separate
Account to be invested in accordance with M.G.L.A. Ch. 175, Sec. 132H, as
amended from time to time, and to be invested in such mutual funds or
such series of one or more mutual funds or such other investments as may
be designated by the Company, and not to be chargeable with liabilities
arising out of any other business the Company may conduct, and the
income, if any, and gains or losses, realized or unrealized, on such New
Separate Account to be credited to or charged against the amount placed
in such account without regard to the other income, gains or losses of
the Company.
VOTE: To authorize the Company to issue, out of the New Separate Account,
- ---- contracts on a variable basis as defined in M.G.L.A. Ch. 175, Sec. 132G,
as amended from time to time, providing for the amount of benefits or
other contractual payments or values thereunder to vary, in whole or in
part, so as to reflect the investment results of the New Separate Account
and its subaccounts.
VOTE: That the Chief Executive Officer and appropriate Company officers
- ---- designated by him are authorized to take such action as may be necessary
or appropriate: (1) to register the New Separate Account as a unit
investment trust under the Investment Company Act of 1940; (2) to
register the contracts on a variable basis issued out of such account
under the Securities Act of 1933, as amended; (3) to apply for such
exemptions from the provisions of said Acts as may from time to time be
deemed necessary or desirable for the operation of the New Separate
Account; (4) to choose a name for the New Separate Account; (5) to take
any necessary or appropriate action to provide the initial capital of the
New Separate Account, to the extent proper and desirable, but in an
amount not to exceed $125,000; (6) to execute on behalf of the Company
and the New Separate Account and to cause New England Securities
Corporation to execute agreements between or among the Company, the New
Separate Account, New England Securities Corporation and such other
entity as may be appropriate, with respect to the operation of the New
Separate Account including but not limited to, distribution of the
contracts on a variable basis, administration of the New Separate Account
and safekeeping of the assets of the New Separate Account; and (7) to
execute and deliver or file all such instruments as may be necessary or
appropriate to carry out the foregoing votes or otherwise to enable the
Company to transact the business of selling contracts on a variable basis
issued out of the New Separate Account in all jurisdictions where it may
lawfully do so.
VOTE: That the Secretary of the Company hereby is designated as agent for
- ---- service of process in all matters pertaining to the New Separate Account.
IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused
the corporate seal of said Company to be hereunto affixed this 31st day of
August, 1987.
By: /s/ Kernan F. King
-------------------------
Kernan F. King, Secretary
<PAGE>
Exhibit 99.1(ii)
I, Cheryl D. Martino, Assistant Secretary of the Metropolitan Life Insurance
Company, a New York corporation, do hereby certify that the following is a true
and correct copy of a resolution and the whole thereof adopted at a meeting of
the Board of Directors of the Metropolitan Life Insurance Company held May 28,
1996, as said resolution appears as part of the Minutes of said meeting.
WHEREAS, the Board of Directors has today approved and adopted a Plan and
Agreement of Merger between the Company and New England Mutual Life Insurance
Company ("The New England"), whereby The New England would merge with and into
the Company (the "Merger"), resulting in the Company's acquisition of all the
assets and liabilities of The New England and the termination of The New
England's separate corporate existence upon the effectiveness of the Merger;
WHEREAS, The New England has established the separate accounts (the "Accounts")
listed on the schedule included with the Agenda, each of which supports issued
and outstanding variable annuity contracts; and
WHEREAS, by virtue of the Merger, the Accounts will be acquired intact by the
Company and each will thereby become a separate account of the Company, and the
variable annuity contracts then supported by the Accounts will become contracts
of the Company;
NOW THEREFORE, BE IT RESOLVED, that, subject to receipt of any required
regulatory approvals, immediately after the Merger is consummated;
(a) i. Each Account shall be transferred to the Company on the date the
Merger is consummated, shall continue as a separate account of the
Company and shall be considered to have been originally established
by The New England on the date shown on the scheduled included with
the Agenda.
ii. Each Account shall retain its historical unit values for the variable
annuity contracts supported by such Account and issued and
outstanding at the time the Merger is consummated.
iii. Each Account shall be invested in the same underlying investment
vehicle(s), if applicable, as it did prior to the Merger;
(b) That the foregoing resolution shall not affect any other separate account
of the Company, and each such other separate account shall continue to be a
duly authorized and validly established separate account of the Company;
(c) That the name of the Accounts shown on the schedule included with the
Agenda shall remain in effect after the Merger until and unless later
changed by the Company;
(d) That the Officers hereby are severally authorized and empowered to prepare,
execute, deliver and cause to be filed on behalf of the Company and each
Account, to the extent required or desirable under state or federal law,
any and all reports, registration statements and applications for exemptive
relief or approval, including any amendments thereto, and any consents to
service of process, acceleration letters and other papers and instruments
on behalf of the Company and/or each such Account or otherwise, as may be
necessary or desirable in order to carry into effect the above resolutions;
and
(e) That the Chief Legal Officer of the Company, or any Officer designated by
the Chief Legal Officer, is constituted and appointed agent for service of
process for the Company to receive notices and communications from the
Securities and Exchange Commission with respect to any registration
statements as may be filed on behalf of the Company concerning any of the
Accounts or any other separate accounts of the Company, and to exercise the
powers given to such agent in the rules and regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
<TABLE>
<CAPTION>
SCHEDULE
Separate Account Date Established
---------------- ----------------
<S> <C> <C>
1. New England Variable Annuity Fund I April 16, 1969
2. New England Retirement Investment Account September 16, 1981
3. The New England Variable Account July 15, 1987
</TABLE>
IN WITNESS WHEREOF I have hereunto
set my hand and have caused to be
affixed the corporate seal of said
Metropolitan Life Insurance Company
this 30th day of July, 1996.
/s/Cheryl D. Martino
--------------------
Assistant Secretary
<PAGE>
Exhibit 99.3(i)
DISTRIBUTION AGREEMENT
----------------------
AGREEMENT made as of this 19th day of August, 1996 by and between New
England Securities Corporation (the "Distributor"), Metropolitan Life Insurance
Company (the "Company"), and New England Variable Life Insurance Company
("NEVLICO").
W I T N E S S E T H:
WHEREAS as a result of the merger (the "Merger") of NEVLICO's parent
corporation, New England Mutual Life Insurance Company ("TNE") with and into the
Company pursuant to the Agreement and Plan of Merger dated as of August 16,
1995, as amended, between MetLife and TNE, (i) NEVLICO will become a wholly-
owned subsidiary of MetLife, and (ii) simultaneously with the Merger, NEVLICO
will be redomesticated as a Massachusetts insurance company and its name will be
changed to New England Life Insurance Company ("NELICO") (for simplicity, this
Agreement will use the term "NELICO" to refer to both NELICO and NEVLICO,
regardless of the applicable time period);
WHEREAS as a result of the Merger, the Distributor will become a wholly-
owned subsidiary of NELICO;
WHEREAS the Company will by operation of law as a result of the Merger
assume the variable annuity contracts (the "Contracts") issued by TNE through
The New England Variable Account and New England Retirement Investment Account
(the "Separate Accounts") and in effect with TNE at the time of the Merger;
WHEREAS, after consummation of the Merger, the Company will continue to
issue Contracts through The New England Variable Account;
WHEREAS each of the Separate Accounts is a separate investment account
subject to applicable state insurance law and a registered investment company
under the Investment Company Act of 1940 (the "1940 Act"), and the Contracts and
units thereunder may be deemed to be securities under the Securities Act of 1933
("1933 Act") and the laws of some states;
WHEREAS, the Distributor is registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934 (the "1934 Act") and is a member of the National Association of Securities
Dealers, Inc. (the "NASD");
WHEREAS, the Company and the Distributor desire to have the Distributor act
as principal underwriter for the Separate Accounts and assume full
responsibility for the securities activities of any "person associated" (as that
term is defined in Section 3(a) (18) of the 1934 Act) with the Distributor and
engaged directly or indirectly in the variable annuity operation (the
"associated persons");
WHEREAS, the parties desire to have NELICO perform certain services in
connection with the sale of the Contracts in accordance with the terms of the
Administrative Services Agreement between the Company and NELICO dated July 1,
<PAGE>
1996 and the letter supplement to the Administrative Services Agreement dated
August 8, 1996 (the "Administrative Services Agreement");
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, the parties agree as follows:
1. The Distributor will act as the exclusive principal underwriter during
the term of this agreement. The Distributor will be under no obligation to
effectuate any particular amount of sales of Contracts or to promote or make
sales except to the extent the Distributor deems advisable.
2. The Distributor will assume full responsibility for the securities
activities of, and for securities law compliance by, the associated persons,
including, as applicable, compliance with the NASD Rules of Fair Practice and
Federal and state laws and regulations. The Distributor, directly or through
NELICO as its agent, will (a) make timely filings with the SEC, NASD, and any
other regulatory authorities of any sales literature or materials relating to
the Separate Accounts, as required by law to be filed, (b) make available to the
Company copies of any agreements or plans intended for use in connection with
the sale of the Contracts in sufficient number and in adequate time for
clearance by the appropriate regulatory authorities before they are used, and it
is agreed that the parties will use their best efforts to obtain such clearance
as expeditiously as reasonably possible, and (c) train the associated persons,
use its best efforts to prepare them to complete satisfactorily applicable NASD
and state qualification examinations, register the associated persons as its
registered representatives before they engage in securities activities, and
supervise and control them in the performance of such activities.
3. The Company will, except as otherwise provided in this Agreement, and
subject to the terms of the Administrative Services Agreement, bear the cost of
all services and expenses, including legal services and expenses and
registration, filing and other fees, in connection with (a) registering and
qualifying the Separate Accounts, the Contracts, and (to the extent requested by
the Distributor) the associated persons with Federal and state regulatory
authorities and the NASD and (b) printing and distributing all registration
statements and prospectuses (including amendments), Contracts, notices, periodic
reports, proxy solicitation materials, sales literature and advertising filed or
distributed in connection with the sale of the Contracts.
4. Subject to the terms of the Administrative Services Agreement, the
Company will, directly or through NELICO as its agent, in connection with the
sale of the Contracts, pay all amounts (including sales commissions) due to the
sales representatives or to broker-dealers who have entered into sales
agreements with the Distributor.
5. Subject to the terms of the Administrative Services Agreement, the
Distributor, directly or through the Company as its agent, will (a) maintain and
preserve in accordance with Rules 17a-3 and 17a-4 under the 1934 Act all books
and records required to be maintained in connection with the offer and sale of
the Contracts being distributed pursuant to this Agreement, which books and
records shall remain the property of the Distributor, and (b) upon or prior to
completion of each "transaction" as that term is used in Rule 10b-10 under the
1934 Act, send to the appropriate person a written confirmation for each such
transaction reflecting the facts of the transaction and showing that it is being
sent by or on behalf of the Distributor acting in the capacity of agent for the
Separate Account.
2
<PAGE>
6. The Distributor will execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Company directly or by
NELICO as its agent for the purpose of (a) maintaining the registration of the
Contracts under the 1933 Act and the Separate Accounts under the 1940 Act, and
(b) qualifying and maintaining qualification of the Contracts for sale under the
applicable laws of any state.
7. Each party hereto shall advise the others promptly of (a) any action of
the SEC or any authorities of any state or territory, of which it has knowledge,
affecting registration or qualification of the Separate Accounts or the
Contracts, or the right to offer the Contracts for sale, and (b) the happening
of any event which makes untrue any statement, or which requires the making of
any change, in the registration statement or prospectus in order to make the
statements therein not misleading.
8. As compensation for its services performed and expenses incurred under
this Agreement, the Company will receive all amounts charged as "Contingent
Deferred Sales Charges" for withdrawals made under the Contracts or any other
sales charges, as specified in the Contracts or in the prospectus or
prospectuses forming a part of any registration statement of the Separate
Accounts filed under the 1933 Act. It is understood that the Company assumes
the risk that the above compensation for assuming such risk shall be included in
and limited to the periodic charge against assets of the Account described in
said prospectus(es).
9. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from the Company such amounts and at
such times as may from time to time be agreed upon by the Distributor and the
Company.
10. As compensation for NELICO's assuming expenses and performing services
relating to this Agreement, NELICO shall receive from the Company such amounts
and at such times as may be determined under the terms of the Administrative
Services Agreement.
11. The services of the parties under this Agreement are not deemed to be
exclusive and the parties shall be free to render similar services to others,
including without implied limitation such other separate investment accounts as
are now or hereafter established by the Company or NELICO, so long as the
services of the parties hereunder are not impaired or interfered with thereby.
12. It is understood that any Contractholder or agent of the Separate
Accounts may be a policyholder, shareholder, director, officer, employee or
agent of, or be otherwise interested in, the Distributor, any affiliated person
of the Distributor, any organization in which the Distributor may have an
interest or any organization which may have an interest in the Distributor; that
the Distributor, any such affiliated person or any such organization may have an
interest in the Account; and that the existence of any such dual interest shall
not affect the validity hereof or of any transaction hereunder except as may
otherwise be provided in the articles of organization or bylaws of the
Distributor or by specific provisions of applicable law.
13. This Agreement shall become effective as of the date of the merger of
TNE with and into Company, shall continue in full force and effect until
terminated, may be amended at any time by mutual agreement of the parties
hereto, and may be terminated at any time without penalty on sixty days' written
notice by any party to the others.
3
<PAGE>
14. For the purposes of this Agreement, the term "affiliated persons"
shall have its meaning defined in the 1940 Act subject, however, to such
exemptions as may be granted by the SEC under the 1940 Act.
15. This Agreement shall be governed by and construed in accordance with
the laws of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
NEW ENGLAND SECURITIES CORPORATION
By /s/ Anne M. Goggin
------------------------------------
METROPOLITAN LIFE INSURANCE
COMPANY
By /s/ Christopher P. Nicholas
--------------------------------------
NEW ENGLAND VARIABLE LIFE INSURANCE
COMPANY
By /s/ H. James Wilson
--------------------------------------
4
<PAGE>
Exhibit 99.4(v)
METROPOLITAN LIFE INSURANCE COMPANY
ENDORSEMENT
Endorsement Date:
As of the Endorsement Date, the following changes are made:
The contract or certificate to which this is attached was issued in the name of
The New England Mutual Life Insurance Company ("The New England"). That company
has merged with Metropolitan Life Insurance Company ("MetLife"). MetLife has
assumed by operation of law all duties, liabilities and responsibilities under
the contract or certificate as fully as though it had been issued in the name of
MetLife instead of The New England.
You should continue to use the same telephone numbers and addresses as before to
send in requests, ask questions or otherwise receive service under the contract
or certificate unless we have asked you to use different ones.
If the contract or certificate allowed you to vote for The New England's Board
of Directors you may now vote for MetLife's Board of Directors. For details on
how to vote write to our Secretary at Metropolitan Life Insurance Company, One
Madison Avenue, New York, N.Y. 10010-3690.
/s/ Harry P. Kaman /s/ Christine N. Markussen
Chairman, President and Chief Executive Officer Vice President and Secretary
<PAGE>
Exhibit 4(vi)
Metropolitan Life
Insurance Company
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Flexible Purchase Payment Variable Annuity Contact
- --------------------------------------------------------------------------------
Annuitant
Contract Number
Payment Option
- --------------------------------------------------------------------------------
Metropolitan Life Insurance Company Agrees to pay monthly income to the
Annuitant under the Payment Option shown in Section 1 starting on the Maturity
Date if the Annuitant is then living; or to pay the Death Proceeds to the
Beneficiary on receipt of proof that the death of the Annuitant occurred before
Maturity Date; and to provide the other rights and benefits of the Contract.
These agreements are subject to all of the provisions of the Contract.
Signed on the Date of Issue for the Company at its Administrative Office, 501
Boylston Street, Boston, MA 02117
/s/ Harry P. Kamen
- --------------------------------------
President
/s/ Christine N. Markussen
- --------------------------------------
Secretary
Flexible Purchase Payment Variable Annuity Contract
. Monthly income is payable starting on the Maturity Date.
. The Death Proceeds are payable if the Annuitant dies before the Maturity Date.
. Purchase payments can be paid to the Company at any time before the Maturity
Date.
. Purchase payments can be increased or decrease from time to time.
. The Contract participates in Dividends.
Please Read Your Contract Carefully
This is a legal contract between you and the Company.
Monthly payments and other values provided by this Contract, when based on the
investment performance of a separate investment account, are variable; they are
not guaranteed as to dollar amount.
Ten Day Right to Return the Contract
When the Contract is issued, you have 10 days after you receive it from the
Company to examine it. Within those 10 days, you can return the Contract to the
Company or its Agent for any reason. If you do, the Contract will be cancelled.
Any purchase payment paid will then be refunded and the Contract will be void
from the beginning.
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<PAGE>
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Contract Provisions Alphabetical Guide
Section Section
1 Contract Schedule 5 Accumulation Units
2 Contract 5 Accumulation Unit Value
3 Purchase Payments 8 Amount of Variable
4 The Variable Account Monthly Payments
5 Contract Value 5 Annual Administration Fee
6 Dividends 8 Annuity Unit
7 Owner and Beneficiary 8 Annuity Unit Value
8 Payment of Benefits 7 Assignments
9 Payment Options 8 Assumed Interest Factor
10 Variable Life Income 8 Assumed Interest Rate
Tables 7 Beneficiary
* Riders, if any 8 Benefits, Payment of
* Copy of the Application 4 Change of Eligible Funds
* Amendments and 2 Claims of Creditors
Endorsements 5 Contingent Deferred
Sales Charges
2 Contract
1,2 Contract Date
5 Contract Value
8 Death Proceeds
6 Dividends
9 Fixed Payment Options
1,8 Maturity Date
8 Maturity Proceeds
5 Net Investment Factor
5 Net Purchase Payments
4 New England Zenith Fund
7 Owner
2 Periodic Reports
3 Purchase Payments
1 Schedule, Contract
4 Sub-accounts
5 Surrender of the Contract
8 Suspension of Payments
4 Transfer Option
5 Valuation Dates
5 Valuation Periods
10 Variable Life Income Tables
9 Variable Payment Options
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<PAGE>
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2. Contract
The Contract
This Annuity Contract is a legal contract between the Owner of the contract
(called "you") and Metropolitan Life Insurance Company (called the "Company").
The Contract, which includes the attached Application, is the entire contract
between you and the Company. All Riders are listed in Section 1. No change in
or waiver of the provisions of the Contract is valid unless the change or waiver
is signed by the President or the Secretary of the Company.
Payments Under the Contract
All contract amounts are in dollars of the United States of America. Payments
by the Company under the Contract will be made at the Administrative Office of
the Company.
Dates
Contract years, months and anniversaries are all measured from the Contract
Date. The Contract Date is shown in Section 1.
Claims of Creditors
The Contract and payments under it will be exempt from the claims of creditors
to the extent allowed by law.
Periodic Reports
The Company will send you all reports required by applicable laws and
regulations. Such reports will be sent annually or more often if required by law
or regulation. Each report will include: the number of Accumulation Units, if
any, standing to the credit of the Contract; the applicable Accumulation Unit
Values; the Contract Value; and any other required information.
Expense and Mortality Experience
Regardless of the Company's expense and mortality experience, the charges
specified in this Contract will not be increased.
3. Purchase Payments
Payment
Purchase payments are your payments to the Company for the Contract. Payments
are to be made at the Administrative Office of the Company. A receipt for
payment signed by the Secretary of the Company will be furnished on request. The
Contract will not be in force until the first purchase payment is paid.
Following payment of the first purchase payment, the Contract will be in force
by its terms; and failure to make subsequent purchase payments will not cause
the Contract to lapse.
The premium for any Rider is not a purchase payment for the Contract and is
payable in addition to the purchase payment.
Amount and Frequency
Your purchase payments can be made in any amounts, except that:
. No payment can be less than $25 except with the consent of the Company; and
. The Company reserves the right to limit purchase payments in any contract
year: If the Purchase Payment Amount in Section 1 is shown as an amount per
year to three times the amount per year shown; or if the Purchase Payment
Amount is Section 1 is shown as a Single Payment.
Your purchase payments can be made at any time before the Maturity Date; and you
can arrange for purchase payments to be scheduled on dates which are the first
day of annual, semi-annual, or quarterly payment periods, or at any other
frequency agreed to by the Company.
<PAGE>
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4. The Variable Account
The New England Variable Account
The New England Variable Account (called "the Account) is a separate investment
account established by the Company in accordance with Massachusetts law. The
asset of the Account are owned by the Company. The assets of the Account will
be used to provide values and benefits under this Contract and similar
contracts, but the Account is not chargeable with the liabilities arising out of
any other business the Company may conduct.
Sub-Accounts
The Account consists of sub-accounts, each of which is invested in shares of one
series of the New England Zenith Fund or its successor. Shares of a series are
purchased for a sub-account at their net asset value.
The Contract's first investment will be made as of the later of:
. The Contract Date; and
. The date the first purchase payment is received by the Company.
Each distribution of income, dividends and capital gains from a series to the
Account will be reinvested for the benefit of the owners of the contracts at net
asset value in shares of the series which made the distribution.
The Contract Value at any time cannot be allocated among more than 10
sub-accounts, except with the consent of the Company.
The values of a contract depend on the investment performance of the series. You
bear the investment risk for amounts invested for your Contract.
Election of Sub-Accounts
You elect the sub-accounts in which the Contract Value is invested. The series
as of the Date of Issue are listed in the current prospectus for the Account.
Change in Series
The Company can add or remove series as sub-account investments as permitted by
law. When a change is made, the Company will send you: a revised prospectus for
the Account which will describe all of the series then in the New England Zenith
Fund; and any notice required by law.
When a series is removed, the Company has the right to substitute a different
series in which the sub-account will then invest the value of the removed
series.
Transfer Option
You can transfer all or a portion of the Contract's existing share of a
sub-account to another sub-account. Requests for transfer can be made in
writing or by telephone. The Company is not responsible for the authenticity of
transfer instructions received by telephone. The minimum transfer is $25, or if
less the full value of the Contract's share of a sub-account. While the
Contract is in force other than under a Payment Option, transfers of existing
shares will be subject to a limit of 4 in each contract year; each transfer
above 4 will be subject to a charge of not more thant $10. While a Variable
Payment Option is in effect, transfers of existing shares will be subject to a
limit of 1 in each contract year, except with the consent of the Company.
Rights Reserved by the Company
The Company reserves the right to take certain actions subject to compliance
with law and, if required, the approval of the owners of the contracts. These
actions are: (a) to create new investment accounts; (b) to combine any two or
more separate investment accounts, including the Account; (c) to invest the
assets of the Account other than in the New England Zenith Fund; (d) to operate
the Account as a management investment company and to charge investment advisory
fees under the Investment Company Act of 1940 or in any other form permitted by
law; and (e) to deregister the Account under the Investment Company Act of 1940
if registration is no longer required.
<PAGE>
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5. Contract Value
Contract Value
On or before the Maturity Date, the Contract Value is equal to the number of
Accumulation Units standing to the credit of the Contract multiplied by the
applicable Accumulation Unit Value.
The Contract Value is not increased by the cash value of any Rider, unless
stated in the Rider.
Net Purchase Payments
A net purchase payment is equal to:
. The purchase payment paid:
LESS
. Any applicable state premium tax.
Each net purchase payment will be credited in the form of Accumulation Units to
the sub-accounts you elect.
The number of Accumulation Units credited to a sub-account will be equal to the
net purchase payment credited to that sub-account divided by the Accumulation
Unit Value for that sub-account for the applicable Valuation Period.
Accumulation Unit Value
An Accumulation Unit Value is determined for each sub-account for each Valuation
Period. The Accumulation Unit Value for the first Valuation Period of each
sub-account was set at $1.00. Each Accumulation Unit Value for each later
Valuation Period is equal to:
. The Net Investment Factor for that Valuation Period:
TIMES
. The Accumulation Unit Value for the immediately preceding Valuation Period.
The Net Investment Factor depends on the investment performance of the series of
the sub-accounts elected and can be greater or less than one. Therefore, the
Accumulation Unit Value can increase or decrease.
Net Investment Factor
The Net Investment Factor for each sub-account for each Valuation Period is
determined by dividing (a) by (b) and subtracting (c) from the result; where:
. (a) is equal to the net asset value per share of the series held in the
sub-account as of the end of that Valuation Period;
PLUS
the per share amount of all dividend and capital gains distributions made by
the series held in the sub-account of the ex-dividend date occurs during
that Valuation Period;
PLUS or MINUS
a per share charge or credit for any reserve for taxes which the Company
determines to apply to the sub-account and to this Contract;
. (b) is equal to the net asset value per share of the series held in the
sub-account for the immediately preceding Valuation Period;
PLUS or MINUS
a per share charge or credit for any reserve for taxes which the Company
determines to apply to the sub-account and to this Contract: and
. (c) is equal to .0000369863 times the number of days in that Valuation
Period.
Valuation Periods and Valuation Dates
Values for a date depend on the time of day for which they are to be determined;
they will be determined with respect to each sub-account as of the next
occurring end of a Valuation Period. A Valuation Period for each sub-account is
a period:
. Which starts on a Valuation Date at the time of day specified by the
applicable series for determining the net asset value of its shares; and
. Which ends on the next succeeding Valuation Date at that time of day.
Each day the New York Stock Exchange is open for trading is a Valuation Date.
Annual Fees
The Company will charge an annual Administration Fee of $30. The fee will be
charged on each contract anniversary while the Contract is in force other than
under a Payment Option. If the Contract is surrendered or matures on a date
which is not a contract anniversary, the charge will be the pro rata portion of
the fee for the period beyond the most recent contract anniversary.
The fee will be charged to each sub-account:
. In the same proportion as the Contract is invested in that sub-account: and
. By reducing the number of Accumulation Units standing to the credit of the
Contract in that sub-account.
<PAGE>
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Surrender of the Contract
You can surrender the Contract at any time prior to the Maturity Date by notice
to the Company in writing. Upon surrender, the Contract will terminate. The
Surrender Proceeds will be equal to the Contract Value as of the Surrender Date
less any Administration Fee and any Contingent Deferred Sales Charge. The
Surrender Date is the date on which the Company receives at its Administrative
Office:
. Written request in proper form for surrender and payment in one sum; or
. Written request in proper form for surrender and payment under one of the
Payment Options; or any later date that may be specified in the request. (See
Payment of Benefits, Section 8.)
You can also make a partial surrender, but the consent of the Company will be
required if the remaining Contract Value would be less than $500. A partial
surrender will reduce the Contract's share of the sub-accounts
proportionately, unless you request otherwise.
Contingent Deferred Sales Charges
A Contingent Deferred Sales Charge will be deducted in the event of certain
partial surrender, full surrender or maturity transactions.
The Charge is shown in the Contract Schedule. (See Section 1.) The charge is a
percentage of the Contract Value.
No Charge will be deducted in the event of:
. Death of the Annuitant; or
. Surrender or maturity, if the proceeds are applied to a Variable Life Income
Payment Option; or
. Surrender or maturity 5 or more years from the Contract Date, if the proceeds
are applied to a Fixed Life Income Payment Option.
In each contract year, the first 10% of Contract Value will be exempt from any
Contingent Deferred Sales Charge in surrender and maturity transactions. In
computing the 10% to be exempt, partial surrenders for which no Charge was
deducted because the proceeds were applied to a Variable or Fixed Life Income
Payment Option will not be counted.
In no event will the total Charges exceed 8% of the first $50,000 of purchase
payments made under the Contract plus 6.5% of purchase payments in excess of
$50,000 made under the Contract.
6. Dividends
Dividends
The Contract will share in the divisible surplus of the Company. The share, if
any, to be apportioned to the Contract will be determined each year by the
Company and will be credited to the Contract as a dividend. Dividend dates will
occur on each contract anniversary before the Maturity Date and on the Maturity
Date. Any dividends are expected to be modest in amount and to accrue, if at
all, in later contract years as a result of expense and mortality experience
more favorable than assumed. Each dividend will be applied as a Net Purchase
Payment in the form of Accumulation Units unless payment in cash is requested.
<PAGE>
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7. Owner and Beneficiary
Owner
The Owner of the Contract is named in the Application. (See copy attached.)
However, the Owner can be changed from time to time. The new Owner will succeed
to all rights of the Owner, including the right to make a further change of
Owner. At the death of the Owner, his or her estate will be the Owner, unless a
successor Owner has been named. In this Contract "you" means the Owner, whether
the Owner is an individual, a partnership, a corporation, a fiduciary or any
other legal entity. The rights of the Owner will terminate at the death of the
Annuitant, except for Payment of Benefits. (See Section 8.)
Limitations on Rights of Owner
If the Contract is issued under a Plan or Trust which meets the requirements of
Section 401, 403(a) or 403(b) of the Internal Revenue Code as amended, the
Contract cannot be sold, assigned or pledged; except that an Owner other than
the Annuitant can assign the Contract to the Annuitant when required by the
terms of the Plan or Trust.
Beneficiary
The Death Proceeds will be paid to the Beneficiary if the Annuitant dies before
the Maturity Date. The Beneficiary is named in the Application. (See copy
attached.) However, the Beneficiary can be changed from time to time before the
death of the Annuitant. The Beneficiary has no rights in the Contract until the
death of the Annuitant. An individual must survive the Annuitant to qualify as
Beneficiary. If none survives, the proceeds will be paid to the Owner. The
Beneficiary can also be a corporation, a partnership, a fiduciary, or any other
legal entity.
Change of Owner or Beneficiary
A change of Owner or Beneficiary must be in written form satisfactory to the
Company, and must be dated and signed by the Owner who is making the change. The
change will be subject to all payments made and actions taken by the Company
under the Contract before the signed change form is received by the Company at
its Administrative Office.
Assignments
An absolute assignment of the Contract by the Owner is a change of Owner and
Beneficiary to the assignee. A collateral assignment of the Contract by the
Owner is not a change of Owner or Beneficiary; but their rights will be subject
to the terms of the assignment. Assignments will be subject to all payments made
and actions taken by the Company before a signed copy of the assignment form is
received by the Company at its Administrative Office. The Company will not be
responsible for determining whether or not an assignment is valid.
Designation of Owner and Beneficiary
A numbered sequence can be used to name successive Owners or Beneficiaries.
Co-Beneficiaries will receive equal shares unless otherwise stated.
In naming Owners or Beneficiaries, unless otherwise stated:
. "Child" includes an adopted or posthumous child;
. "Provision for issue" means that if a Beneficiary does not survive the
Annuitant, the share of that Beneficiary will be taken by his or her living
issue by right of representation; and
. A family relation such as "wife," "husband," or "child" means the relation to
the Annuitant.
At the time for payment of benefits the Company can rely on an affidavit of any
Owner or other responsible person to determine family relations or members of a
class.
<PAGE>
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8. Payment of Benefits
Maturity Date
The Maturity Date is shown in Section 1. Before the Maturity Date you can elect
to defer the Maturity Date. Consent of the Company is required if on the
deferred date the age of the Annuitant at his or her nearest birthday would be
more than 75.
Maturity Proceeds
The Maturity Proceeds will be equal to the Contract Value on the Maturity Date
less any Administration Fee and any Contingent Deferred Sales Charge. If the
Annuitant is living on the Maturity Date, the Company will apply the Maturity
Proceeds to the Payment Option shown in Section 1, with the Annuitant as Payee.
Before the Maturity Date you can elect in writing that on the Maturity Date the
Maturity Proceeds will instead be:
. Paid in one sum; or
. Applied to any other Payment Option.
Death Proceeds
If the Annuitant dies before the Maturity Date, the Company will pay a death
benefit to the Beneficiary. The Death Proceeds will equal the greater of:
. The total of the purchase payments adjusted for any partial surrenders; or
. The Contract Value as of the Death Valuation Date.
The Death Valuation Date is the later of:
. The date on which the Company receives at its Administrative Office proof of
death of the Annuitant; and
. The date on which the Company receives at its Administrative Office election
of payment in one sum or under a Payment Option; provided that if no election
has been received by the end of the 90th day after the date proof of death was
received, payment in one sum will be deemed to have been elected on the 90th
day.
Suspension of Payments
The Company can suspend payment of any amounts due under the Contract when
permitted under applicable Federal laws, rules and regulations.
Election of Payment Option; Option Date
The election of a Payment Option and the naming of the Payee must be in written
form satisfactory to the Company. You can make or change or revoke the election
from time to time before the death of the Annuitant or the Maturity Date,
whichever occurs first. The Option Date is the effective date of the Payment
Option, as stated in the election.
Payee
A Payee is any individual, corporation, partnership, fiduciary or any other
legal entity entitled to receive payment in one sum or under a Payment Option.
Election By Payees
Any proceeds payable in one sum at the death of the Annuitant, or upon surrender
or maturity of the Contract, can be applied to any Payment Option at the
election of the Payee. Further, subject to the consent of the Company, any Payee
who is entitled to receive proceeds in one sum at the expiration of a Payment
Option, or at the death of a prior Payee, or upon withdrawal of the proceeds,
can elect to apply the proceeds to a Payment Option.
Rights of Payees
A Payee under the First Variable Payment Option has the right to withdraw the
commuted value of payments certain. A Payee under the Fourth or Fifth Variable
Payment Option has the right to withdraw the value of any remaining Accumulation
Units.
After the death of the Payee under the Second or Third Variable Payment Option
or the surviving Payee under the Sixth Variable Payment Option, a Payee named
to receive any unpaid payments certain can withdraw the commuted value of the
payments certain.
In the election of a Fixed Payment Option the right can be given to the payee to
withdraw all or part of the principal and interest under the Fourth or Fifth
Option. No Payee can assign, anticipate or withdraw the payments under any Fixed
Payment Option, unless the right is reserved in the election of the Option.
<PAGE>
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Payments in One Sum
amounts payable in one sum will be payable:
. As of the Surrender Date in case of surrender;
. As of the Death Valuation Date in case of the death of the Annuitant prior to
the Maturity Date;
. As of the Maturity Date in case of maturity;
. As of the date the request is received by the Company at its Administrative
Office in case of request for withdrawal of amounts under Payment Options; or
. As of the date proof of death of the Payee is received by the Company at its
Administrative Office in case of an amount to be paid in one sum at the death
of the Payee.
An amount payable in one sum will be paid within 7 days of the date it is
payable, subject to the Suspension of Payments provision.
Limitations
If instalments under an Option are less than $20, the Company can change the
interval of payment to 3 or 6 or 12 months in order to increase each payment to
at least $20.
Variable Life Income Options
Variable Life Income Options are based on the age of the Payee on the Payee's
birthday nearest the Option Date and on the Assumed Interest Rate selected. The
Company will require proof of age. The Life Income Payments will be based on
the rates shown in the Variable Life Income Tables (Section 10) or on the
Payment Option rates of the Company on the Option Date, whichever rates are more
favorable to the Payee. The rates shown in the Variable Income Tables are based
on an Assumed Interest Rate of 3-1/2% per year; and on mortality: using a 60/40
male/female weighting; based on the individual Annuitant Mortality Table for
1983; and with projection on Scale G to the year 2000 and then on Scale B
Modified to the year 2010.
Amount of Variable Monthly Payments
The amount of the first monthly payment under the First, Second, Third and Sixth
Variable Payment Options is equal to:
. The number of thousands of dollars of proceeds applied to the Option;
TIMES
. The monthly payment rate per $1,000 for the Option.
The amount of each later monthly payment is equal to the number of Annuity Units
times the applicable Annuity Unit Values for the most recent Valuation Period
which ended at least 14 days prior to the date the payment is due.
Annuity Units; Annuity Unit Values
The number of Annuity Units credited under the First, Second, Third and Sixth
Variable Payment Options is equal to the amount of the first monthly payment
divided by the applicable Annuity Unit Value as of the Option Date. The number
of Annuity Units remains constant; except that; (a) the number is adjusted to
reflect different Annuity Unit Values upon transfer of an interest of the
Contract in a sub-account to another sub-account; and (b) the number decreases
by one-third at the death of the first Payee under the Joint and 2/3 to Survivor
Variable Life Income Option.
The Annuity Unit Values depend on the Assumed Interest Rate and on the Net
Investment Factor. An Annuity Unit Value is determined for each sub-account for
each Valuation Period. The Annuity Unit Value for the first Valuation Period
for each sub-account was set at $1.00. Each Annuity Unit Value for each later
Valuation Period is equal to:
. The Annuity Unit Value for the immediately preceding Valuation Period;
TIMES
. The Net Investment Factor for the Valuation period;
TIMES
. The Assumed Interest Factor for each day in that Valuation Period.
The Net Investment Factor depends on the investment performance of the series
held in the sub-accounts elected. The Net Investment Factor multiplied by the
Assumed Interest Factor can be greater or less than one. Therefore, the Annuity
Unit Values can increase or decrease.
<PAGE>
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Choice of an Assumed Interest Rate
The amount of each monthly payment under the First, Second, Third and Sixth
Variable Payment Options depends on an Assumed Interest Rate. In the
election of any of these Options, the Assumed Interest Rate chosen can be:
. 0%; or
. 3-1/2%; or
. 6%, if allowed by applicable law or regulation.
If no choice is made, 3-1/2% will be used as the Assumed Interest Rate. The
rates shown in Sections 9 and 10 for the Options are based on the 3-1/2% rate.
The Assumed Interest Factor derived from an Assumed Interest Rate of 3-1/2% is
0.9999058.
Correction of Benefits If Age Incorrect
If the age of the Payee under a Life Income Option has not been correctly
stated, the benefits will be corrected to the amounts which the proceed would
have provided for the correct age. Any amount by which the payments by the
Company have been too large or too small, with interest at 6% per year
compounded yearly, will be:
. Charged against the next payment or payments if the payments have been too
large; or
. Added to the next payment if the payments have been too small.
Death of Payee
Amounts to be paid after the death of a Payee under a Payment Option will be
paid as due to the surviving or next succeeding Payee. If no Payee survives,
amounts to be paid in one sum, or the commuted value of any unpaid payments
certain, will be paid in one sum to the estate of the last Payee to die. If a
Payee under a Life Income Option dies within 30 days after the Option Date, the
amount applied to the Option, less any payments made, will be paid in one sum,
unless a Payment Option is elected.
Commutation Rate
The interest rate used to compute the commuted value of any unpaid payments
certain will be the Assumed Interest Rate. Each payment under the First,
Second, Third or Sixth Variable Payment Options will be assumed to be equal to
the number of Annuity Units times the applicable Annuity Unit Value.
9. Payment Options
Fixed Payment Options
You can elect to have all or part of the contract proceeds applied to Fixed
Payment Options to provide payments which do not depend on the investment
performance of the Account. The proceeds to be applied to Fixed Payment Options
will be transferred to the general account of the Company. This Fixed Payment
Options will be based on the provisions and rates offered by the Company on the
Date of Issue of this Contract under fixed contracts issued to a similar class
of annultants.
Variable Payment Options
You can elect to have all or part of the contract proceeds applied to provide
payments under any one of the following Variable Payment Options, subject to
Section 8. Payment of Benefits; except that during the first contract year,
consent of the Company is needed.
First Option: Variable Income for Specified Number of Years
The Company will make variable monthly payments. Payments will begin on the
Option Date and will continue for the number of years elected; the number of
years elected cannot be more than 30.
Guaranteed first monthly payments per $1,000 of proceeds applied to the First
Option are shown below.
<TABLE>
<CAPTION>
- --------------------------------------------------------
Years Payment Years Payment Years Payment
- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $84.65 11 $9.09 21 $5.56
2 43.05 12 8.46 22 5.39
3 29.19 13 7.94 23 5.24
4 22.27 14 7.49 24 5.09
5 18.12 15 7.10 25 4.96
6 15.35 16 6.76 26 4.84
7 13.38 17 6.47 27 4.73
8 11.90 18 6.20 28 4.63
9 10.75 19 5.97 29 4.53
10 9.83 20 5.75 30 4.45
- --------------------------------------------------------
</TABLE>
<PAGE>
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Second Option: Variable Life Income
The Company will make variable monthly payments. Payments will begin on the
Option Date and will continue:
. During the life of the Payee, with no further payment after the death of the
Payee, called "Variable Life Income, No Refund"; or
. During the life of the Payee, but for at least 10 years; called "Variable Life
Income, 10 Years Certain"; or
. During the life of the Payee, but for at least 20 years, called "Variable Life
Income, 20 Years Certain."
Third Option: Variable Life Income
The Company will make variable monthly payments. Payments will begin on the
Option Date and will continue during the life of the Payee, but for a period at
least as long as the nearest whole number of months equal to the amount applied
to this Option divided by the amount of the first monthly payment called
"Variable Life Income, Installment Refund."
Fourth Option: Investment
The Company will hold the proceeds applied to this Option as a fixed number of
Accumulation Units during the life of the Payee or for any other period agreed
to by the Company. The number of Accumulation Units will be equal to the amount
of proceeds applied to this Option divided by the Accumulation Unit Value as of
the Option Date. Upon the death of the Payee, or at the end of the period
agreed to, the value of the Accumulation Units under the Option will be paid in
one sum.
Fifth Option: Specified Amount of Income
The Company will make monthly payments in the amount elected. Payments may be
quarterly or at any other frequency elected, and payments may be in unequal
amounts, all subject to the consent of the Company. Payments will continue
until the balance is fully paid out. Upon the death of the Payee any balance
will be paid in one sum. The Company will hold the proceeds applied to this
Option as a decreasing number of Accumulation Units. The initial number of
Accumulation Units will be equal to the amount of the proceeds applied divided
by the Accumulation Unit Value as of the Option Date. As each payment is made,
a number of Accumulation Units with a total value equal to the amount of the
payment will be terminated.
Sixth Option: Variable Life Income for Two Lives
The Company will make variable monthly payments. Payments will begin on the
Option Date and will continue:
. While either of two Payees is living, called "Joint and Survivor Variable Life
Income"; or
. While either of two Payees is living, but for at least 10 years, called "Joint
and Survivor Variable Life Income, 10 Years Certain"; or
. While two Payees are living; and after the death of one Payee while the other
Payee is living, two-thirds of the monthly amount that would be payable if
both Payees are living, called "Joint and 2/3 to Survivor Variable Life
Income."
<PAGE>
- --------------------------------------------------------------------------------
10. Variable Life Income Tables
Variable Life Income Tables
Guaranteed first monthly payments per $ 1,000 of proceeds applied to the
Variable Life Income Options are shown below.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Second and Third Options: Variable Life Income
- --------------------------------------------------------------------------------
Second Option Third Option
----------------------------- -------------------------------------
10 20
Age of No Years Years Period Certain
Payee Refund Certain Certain Amount Years Months
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 $4.54 $4.50 $4.37 $4.39 19 0
56 4.62 4.58 4.43 4.46 18 8
57 4.70 4.65 4.49 4.53 18 5
58 4.79 4.74 4.56 4.60 18 1
59 4.89 4.83 4.62 4.68 17 10
60 4.99 4.92 4.68 4.76 17 6
61 5.10 5.02 4.75 4.85 17 2
62 5.22 5.12 4.82 4.94 16 10
63 5.34 5.23 4.88 5.03 16 7
64 5.47 5.35 4.95 5.13 16 3
65 5.61 5.47 5.02 5.24 15 11
66 5.76 5.60 5.08 5.35 15 7
67 5.92 5.73 5.15 5.47 15 3
68 6.10 5.87 5.21 5.59 14 11
69 6.28 6.02 5.27 5.72 14 7
70 6.48 6.17 5.33 5.86 14 3
71 6.70 6.33 5.38 6.00 13 11
72 6.92 6.49 5.43 6.16 13 6
73 7.17 6.66 5.48 6.32 13 2
74 7.43 6.84 5.52 6.49 12 10
75 7.71 7.02 5.56 6.67 12 6
- --------------------------------------------------------------------------------
<CAPTION>
- --------------------------------------------------------------------------------
Sixth Option: Variable Life Income for Two Lives
- --------------------------------------------------------------------------------
Age of One Age of Other Payee
Payee 55 60 65 70 75
- --------------------------------------------------------------------------------
Joint and Survivor
<S> <C> <C> <C> <C> <C>
55 $4.04 $4.17 $4.28 $4.37 $4.43
60 4.17 4.36 4.53 4.68 4.79
65 4.28 4.53 4.79 5.02 5.22
70 4.37 4.68 5.02 5.38 5.71
75 4.43 4.79 5.22 5.71 6.22
80 4.47 4.87 5.37 5.98 6.68
- --------------------------------------------------------------------------------
<CAPTION>
Joint and Survivor, 10 Years Certain
<S> <C> <C> <C> <C> <C>
55 $3.96 $4.09 $4.20 $4.36 $4.42
60 4.09 4.27 4.44 4.59 4.77
65 4.20 4.44 4.69 4.91 5.09
70 4.36 4.59 4.91 5.22 5.50
75 4.42 4.77 5.09 5.50 5.88
80 4.46 4.85 5.33 5.72 6.21
- --------------------------------------------------------------------------------
<CAPTION>
Joint and 2/3 to Survivor
<S> <C> <C> <C> <C> <C>
55 $4.37 $4.56 $4.76 $4.99 $5.23
60 4.56 4.78 5.02 5.30 5.59
65 4.76 5.02 5.33 5.67 6.03
70 4.99 5.30 5.67 6.10 6.57
75 5.23 5.59 6.03 6.57 7.18
80 5.48 5.89 6.41 7.06 7.84
- --------------------------------------------------------------------------------
</TABLE>
Payments for other ages will be quoted by the Company on request.
<PAGE>
- --------------------------------------------------------------------------------
Amendments and Endorsements (To be made only by the Company)
<PAGE>
- --------------------------------------------------------------------------------
Voting for Directors
Our Board of Directors is elected by the
policyholders. For details on how to
vote, write to our Secretary.
Metropolitan Life
Insurance Company
Administrative Office
501 Boylston Street
Boston, Massachusetts 02117
Flexible Purchase
Payment Variable
Annuity Contract
. Monthly income is
payable starting on the
Maturity Date.
. The Death Proceeds are
payable if the Annultant
dies before the Maturity
Date.
. Purchase payments can be
paid to the Company at any
time before the Maturity
Date.
. Purchase payments can
be increased or
decreased from time to
time.
. The Contract
participates in
Dividends.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
Exhibit 4(vi)
Agency No. __________________________________
For Company Use Only
<S> <C>
Part I-Application to the Metropolitan Life Insurance No. _________________________________________
Company for an Annuity _____________________________________________
Pension No.__________________________________
________________________________________________________________________________________________________________________
Name of
Annuitant - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Print name as it should appear in contract)
________________________________________________________________________________________________________________________
Questions below pertain to Annuitant unless otherwise indicated.
1. Type of Annuity (check one in each) a. [_] Deferred or [_] Immediate b. [_] Variable or [_] Fixed
2. Address (Include street and number, city, state and zip code)
a. Residence
_____________________________________________________________________________________________________________________
b. Business
_____________________________________________________________________________________________________________________
3. Payment Notice Address 4. Social Security or Employer
[_] Annuitant [_] at 2.a. [_] at 2.b. Identification No.
[_] Other than Annuitant (give name and address) Annuitant
__________________________________________
First Owner
__________________________________________________________________ __________________________________________
5. Birthplace 7. Birth Date
__________________________________________________________________ __________________________________________
(City) (State or Country) (Month) (Day) (Year)
6. Citizen of 8. Sex [_] Male [_] Female
__________________________________________________________________
9. Marital Status [_] Married [_] Single [_] Widowed [_] Divorced [_] Separated
10. Basis of Annuity Plan
[_] Qualified Pension or Profit Sharing Plan ([_] 401(k)) [_] Tax-Sheltered Annuity
[_] Individual Retirement Annuity Plan ([_] Rollover) [_] Non-Qualified Individual
[_] Government Deferred Compensation Plan [_] Other (specify)__________________________________
11. Purchase payment mode [_] Single [_] Annual [_] Quarterly [_] Monthly
[_] MSA No. ________________________________________________ [_] Other (specify)__________________________________
12. Amount (Check and complete only one) 13. Maturity Date (if no date is
[_] Gross payment including shown. Maturity Date will be
Riders at mode shown in 11: $____________________ Annuitant's 70th birthday)
[_] Monthly income to Annuitant: $____________________ _________________________________________
(Month) (Day) (Year)
14. Method of payment to Annuitant --- Note: Payment Option to be Life Income, 10 Years Certain, unless otherwise
specified.__________________________________________________________________________________________________________
15. Disability Benefit Rider [_] Yes (Answer a thru d) [_] No
a. Any other negotiations for disability insurance pending or contemplated? [_] Yes [_] No
(If Yes, explain on back)
b. Any intent to travel or reside outside USA? (If Yes, explain on back) [_] Yes [_] No
c. Any participation in SCUBA diving, skydiving, hang gliding, or motor racing within past 3 years, or any
intent to participate in these activities? [_] Yes [_] No
(If Yes, complete Avocation Questionnaire)
d. Occupation (Be explicit) ________________________________________________________________________________________
16. Any insurance or annuity in this or any other company which has been or will be replaced as a
result of this Application? (If Yes, explain on back and give name of company) [_] Yes [_] No
APP-528-B7 Continued on Reverse Side
_________________________________________________________________________________________________________________________
Receipt---Do Not Destroy
Received__________________________________________________________________________________________________________dollars
in connection with an application to Metropolitan Life Insurance Company for an annuity
contract on ______________________________________________________________________________________________________________
Metropolitan Life Insurance Company
Countersigned__________________________________________ 19 _____
________________________________________________________________ Secretary [SIGNATURE APPEARS HERE]
__________________________________________________________________________________________________________________________
17. Beneficiary (Include relation to Annuitant)
(1) Primary (2) Secondary
_____________________________________________________ ________________________________________________________________
18. Is Annuitant to own the contract? [_] Yes [_] No
If No, name the Owner. (Include relation to Annuitant) (Note: A numbered sequence may be used to name successive
Owners) ____________________________________________________________________________________________________________________
19. Dividend Option: ___________________________________________________________________________________________________________
_____________________________________________________
20. Any special requests ADMINISTRATIVE OFFICE USE: ADDITIONS
(Attach memo if more space needed) AND AMENDMENTS
______________________________________________________
21. Amount paid with this Application: $_________________________________________________________________________________________
22. Second Annuitant (Immediate Joint Annuities Only)
____________________________________________________________________ ______________________________________________________
Name (Print name as it should appear in contract) Relation to Annuitant
If Application is for a Variable Annuity, answer questions 23 and 24
23. Separate Account Allocation (whole %) 24. Suitability Statement by Applicant
______% Money Market (Minimum 10% in each a. Did you receive the
______% Bond Income selected account.) prospectus? [_] Yes [_] No
______% Capital Growth (If Yes, give date of prospectus______)
______% Managed b. Do you understand that the contract value and
100% Total annuity payments when based on the invest-
ment experience of a separate investment
account may increase or decrease depending
on the contract's investment return?
[_] Yes [_] No
c. Do you believe that this contract will meet your
financial objectives? [_] Yes [_] No
__________________________________________________________________________________________________________________________________
General. To the best of my knowledge and belief, the answers recorded are true and complete. My agreement in
writing is required to any change made by the Company as to information in this Application.
When the Contract Takes Effect. The contract will take effect as of the latest of; (a) the date of this Application: (b) the
date of the first purchase payment and the first premium for any riders are paid: and (c) any date of issue that is
requested , provided, that this Application can be approved by the Company as submitted, and, with respect to any
riders which involve an insurance risk, that at the time of payment there has been no change in insurability as repre-
sented in this Application since the date of the Application.
Signed at (City and State) _______________________________________________ Date _____________________________ 19 _______
_______________________________ ________________________________________ _____________________________________________
Agent Annuitant Applicant if other than Annuitant
Accepted by the Company at the Administrative Office by __________________ Date: _______________________________________
</TABLE>
<PAGE>
Exhibit 4(vii)
Endorsement
As of the Date of Issue of this Contract the following changes are made:
"The Fixed Account
The Fixed Account is invested within the general account of the Company.
If you elect the Fixed Account, the first date on which money is applied to
the Fixed Account for the Contract is the latest of:
. The Contract Date;
. The date the first purchase payment is received by the Company at its
Administrative Office; and
. The effective date of the election of the Fixed Account.
Each future net purchase payment allocated to the Fixed Account will be
applied as of the date it is received by the Company at its Administrative
Office. Each transfer to the Fixed Account will be applied as of the
transfer date.
Fixed Account Interest
The rate of interest for each amount applied to the Fixed Account: will be
the rate set by the Company in advance for the date the amount is applied
to the Fixed Account; and will not be less than a rate equivalent to an
annual effective rate of 3%. Each year, on the contract anniversary, the
Company will determine a portion, if any, of the Contract's value in the
Fixed Account which will be reinvested at the rate effective on that date.
The effective interest rate used on your Contract will be the weighted
average of all such rates for your Contract.
Interest will be credited to the Fixed Account on a daily basis.
Restriction of Transfers to the Fixed Account
The Company reserves the right to restrict transfers to the Fixed Account
for the Contract:
. If the rate of interest that would be used for the transfer is a rate
equivalent to an annual effective rate of 3%; or
. If the Contract's value in the Fixed Account equals or exceeds the
Company's published maximum for Fixed Account investments; or
<PAGE>
. For the remainder of the contract year if an amount is transferred out
of the Fixed Account in that contract year.
Transfers Out of the Fixed Account
You can transfer a limited portion of the Contract's value in the Fixed
Account to the sub-accounts once within 30 days after each contract
anniversary. Requests for transfer can be made in writing or by telephone.
The Company is not responsible for the authenticity of transfer
instructions received by telephone. The transfer will be limited to the
greater of $1000 and 25% of the Contract's value in the Fixed Account,
except with the consent of the Company.
If you transfer an amount out of the Fixed Account in any contract year,
the Company reserves the right to restrict transfers to the Fixed Account
for the Contract for the remainder of that contract year.
Election of the Fixed Account
You can elect to have future net purchase payments applied to the Fixed
Account. You can change the election for future net purchase payments at
any time by notice to the Company in writing. (See the Restriction of
Transfers to the Fixed Account provision.)"
is added to the Contract.
Modification of the Variable Account Section
"The Contract's first investment in the Account will be made as of the
latest of:
. The Contract Date;
. The date the first purchase payment is received by the Company at its
Administrative Office; and
. The effective date of the election of a sub-account."
is substituted for the second paragraph of the Sub-Accounts provision.
<PAGE>
Exhibit 4(vii)
Endorsement
As of the date of the Loan Application for this Contract, the following
provision is added to the Contract:
Contract Loans
Contract Loans
After the Right to Return the Contract period and before the Maturity Date, you
can borrow all or a part of the Loan Value of the Contract by written request to
the Company. Contract Loans are made on the sole security of the Contract. The
amount you can borrow at any time is equal to the Loan Value less any Contract
Loan Balance at that time. Contract Loans will reduce the Contract's share of
the sub-accounts and of the Fixed Account proportionately, unless you request
otherwise. Assets equal to the amount of the Loan:
. Will be transferred to a Loan Collateral Account and held in the general
investment account of the Company; and
. Will earn interest at the effective rate of 4 1/2% per year.
This interest will be credited to the sub-accounts and to the Fixed Account in
the same proportion as net purchase payments are being allocated to the sub-
accounts and to the Fixed Account: each year on the contract anniversary; and on
the date the Contract Loan is repaid in full.
Contract Loans, whether or not repaid, can have a permanent effect on Contract
Values and Death Proceeds.
Loan Value
The Loan Value of the Contract is the amount which with loan interest will equal
90% of the Contract Value of the Contract projected with interest at a rate
equivalent to 4 1/2% per year to the next loan interest due date.
Interest on Loans; Contract Loan Balance
Contract Loans bear interest at the rate of 6 1/2% per year. Interest accrues
daily. The Contract Loan Balance at any time means Contract Loans outstanding
plus loan interest accrued to date. Loan interest is due each year on the
contract anniversary. Loan interest not paid when due will reduce the
Contract's share of the sub-accounts and of the Fixed Account proportionately.
Repayment of Loans
Contract Loans may be repaid to the Company at any time in whole or part. Loan
repayments will be allocated in the same proportion as the Contract Loan reduced
the Contract's share of the sub-accounts and of the Fixed Account, unless the
Company consents to a different allocation. The rate of interest for each loan
repayment applied to the Fixed Account will be the lesser of: the effective
interest rate used on your Contract on the date the repayment is applied to the
Fixed
<PAGE>
Account; and the rate set by the Company in advance for that date. A Contract
Loan is a charge against the Contract. Any Contract Loan Balance will be
deducted from the payment of the proceeds of the Contract. If the Contract Loan
Balance at any time exceeds the Contract Value of the Contract, the Company will
mail a notice to you and to any assignee. The notice will be mailed to the
addresses on record with the Company. If the excess amount is not paid to the
Company within 31 days after mailing of the notice, the Contract will be
cancelled.
As of the date of the Loan Application for this Contract, the following
provision is added to the Contract section:
Postponement of Contract Loans From the Fixed Account
The Company can postpone the making of any Contract Loan from the Fixed Account
for six months from the date you apply.
As of the date of the Loan Application for this Contract, the following is
substituted for the Contract Value provision of the Contract Value section:
Contract Value
On or before the Maturity Date, the Contract Value is equal to: the number of
Accumulation Units standing to the credit of the Contract multiplied by the
applicable Accumulation Unit Value; plus the Contract's value in the Fixed
Account; plus any amount held for the Contract in a Loan Collateral Account.
The Contract Value is not increased by the cash value of any Rider, unless
stated in the Rider.
As of the date of the Loan Application for this Contract, the following is
substituted for the Surrender of the Contract provision of the Contract Value
section:
Surrender of the Contract
You can surrender the Contract at any time prior to the Maturity Date by notice
to the Company in writing. Upon surrender, the Contract will terminate. The
Surrender Proceeds will be equal to: the Contract Value as of the Surrender
Date; less any Administration Fee; less any Contingent Deferred Sales Charge;
and less any Contract Loan Balance. Unless a later date is specified in the
request, the Surrender Date is the date on which the Company receives at its
Administrative Office.
. Written request in proper form for surrender and payment in one sum; or
. Written request in proper form for surrender and payment under one of the
Payment Options. (See Payment of Benefits. Section 8.)
You can also make a partial surrender, but the consent of the Company will be
required: if the Contract Loan Balance would exceed the Loan Value of the
Contract; or if the remaining Contract Value outside of the Loan Collateral
Account would be less than the greater of: 10% of the remaining Contract Value;
and $500. A partial surrender will reduce the Contract's share of the sub-
accounts and the Fixed Account proportionately, unless you request otherwise.
Metropolitan Life Insurance Company
Administrative Office:
501 Boylston Street, Boston, Massachusetts
Harry P. Kamen Christine N. Markussen
President Secretary
a:\zav-end2.doc
<PAGE>
Exhibit 99.4(vii)
Endorsement: Tax-Sheltered Annuity
As of the Date of Issue of this Contract, this Endorsement is added to the
Contract. In the event of a conflict between this Endorsement and the Contract,
the provisions of the Endorsement will control.
In order to qualify this Contract as a Tax-Sheltered Annuity under Section
403(b) of the Internal Revenue Code, (the "Code"), the following restrictions
apply.
1. The Owner of the Contract is the Annuitant; and the Owner of the Contract
CANNOT be changed.
2. Unless otherwise notified by you or your Tax-Sheltered Annuity sponsor, the
Company will treat the purchase payments made to this Contract as
contributions within the permissible limitations of Sections 403(b)(2) and
(10) of the Code.
3. The Company will accept Purchase Payments resulting from qualified
rollovers and transfers from other tax-sheltered annuities.
4. The entire interest of the Owner must be distributed to the Owner not later
than the first day of April following the calendar year in which the Owner
attains age 70 1/2; or it must be applied not later than the first day of
April following the calendar year in which the Owner attains age 70 1/2 to
the First, Second, Third or Sixth Payment Option of the Contract for:
(a) The life of the Owner or the lives of the Owner and named Payee; or
(b) A period which is not longer than the life expectancy of the Owner or
the joint life and last survivor expectancy of the Owner and the named
Payee.
If the Owner is an employee under a church plan, distribution can begin on
the date the Owner retires even if it is later than the first day of April
following the calendar year in which the Owner attains age 70 1/2.
Life expectancy and joint and last survivor expectancy are computed by use
of the return multiples contained in Section 1.72-9 of the Income Tax
Regulations. For purposes of this computation, the Owner's life expectancy
may be recalculated no more frequently than annually; however, the life
expectancy of a non-spouse Beneficiary may not be recalculated.
In no event will the payments under the Payment Option selected by the
Owner be less than the minimum distribution amount and/or the incidental
benefit amount required under Section 401(a)(9) of the Code as applied to
tax-sheltered annuities.
<PAGE>
If the spouse of the Owner is not the Beneficiary the method of
distribution selected by the owner must assure that at least 50% of the
present value of the amount available for distribution is paid within the
life expectancy of the Owner.
5. If the Owner's entire interest is to be distributed in other than a lump
sum, then the amount to be distributed each year (commencing with the
required beginning date and each year thereafter) must be at least an
amount equal to the quotient obtained by dividing the Owner's entire
interest by the life expectancy of the Owner or joint and last survivor
expectancy of the Owner and Beneficiary.
6. If the Owner dies before distribution of his or her interest starts, the
Death Proceeds must distributed in accordance with one of the following
rules.
(a) The Death Proceeds must be paid within 5 years after the death of the
Owner; or
(b) If the Owner's interest is payable to a Beneficiary designated by the
Owner and the Owner has not elected (a) above, then the entire
interest will be distributed in substantially equal installments over
the life or life expectancy of the Beneficiary commencing no later
than one (1) year after the date of the Owner's death. The
Beneficiary may elect at any time to receive greater payments. If the
Beneficiary is an individual, the Beneficiary can elect any Payment
Option listed in 4 above, with an Option Date not later than 1 year
after the death of the Owner; or
(c) If the Beneficiary is the Owner's surviving spouse, the spouse may
elect within the five year period commencing with the Owner's date of
death to receive equal or substantially equal payments over the life
or life expectancy of the surviving spouse commencing at any date
prior to the date on which the deceased Owner would have attained age
70 1/2. The surviving spouse may accelerate these payments at any
time by increasing the frequency or amount of such payments. If the
Beneficiary is the surviving spouse of the Owner, the Beneficiary:
can elect the Fourth Payment Option for a period which ends prior to
the date on which the Owner would have attained age 70 1/2; and can
elect any Payment Option listed in 4 above, with an Option Date not
later than the date on which the Owner would have attained age
70 1/2.
(d) If the Beneficiary is the surviving spouse of the Owner, the
Beneficiary can treat the Contract as his or her own individual
retirement arrangement by making a rollover from the Contract.
Payments will be calculated by use of the return multiples specified in
Section 1.72-9 of the Income Tax Regulations. (Life expectancy of a
surviving spouse may be recalculated annually.) In the case of any other
Beneficiary, life expectancy will be calculated at the time payment first
commences and payments for any period of 12 consecutive months will be
based on such life expectancy minus the number of whole years passed since
distribution first commenced.
<PAGE>
Any amount paid to a child of the Owner will be treated as if it had been
paid to the surviving spouse if the remainder of the interest becomes
payable to the surviving spouse when the child reaches the age of majority.
7. If the Owner dies after distribution of his or her interest has commenced,
the remaining portion of such interest will continue to be distributed at
least as rapidly as under the method of distribution being used prior to
the Owner's death.
8. The entire interest of the Owner is nonforfeitable and nontransferable.
9. Except for withdrawals due to excess contributions and/or deferrals,
withdrawals of the Contract Value attributable to contributions made
pursuant to a Salary Reduction Agreement and earnings thereon will be
permitted only when the Owner attains age 59 1/2, separates from service,
dies, becomes disabled within the meaning of Section 72(m)(7) of the Code,
or encounters financial hardship within the meaning of Section 403(b)(11)
of the Code.
In the case of financial hardship, withdrawals will not include any
earnings on the Purchase Payments attributed to contributions made pursuant
to a Salary Reduction Agreement.
Any requests for withdrawal will be approved upon evidence that the
withdrawal satisfies applicable requirements of law or regulations.
10. You are responsible for the tax treatment of any contributions, withdrawals
and distributions made to or from the Contract and must provide the Company
with all necessary instructions and information as may be required to
report properly on the qualified status of the Contract.
11. The Company can amend this Endorsement to reflect changes in the provisions
of the Code and related regulations by sending an amendment to the Owner.
Metropolitan Life Insurance Company
Administrative Office:
501 Boylston Street, Boston, Massachusetts
Harry P. Kamen Christine N. Markussen
President Secretary
<PAGE>
Endorsement
As of the Date of Issue of this Contract the following changes are made to the
Contract:
"Periodic Reports
The Company will send you all reports required by applicable laws and
regulations. Such reports will be sent annually or more often if required
by law or regulation. Each report will include: the number of Accumulated
Units, if any, standing to the credit of the Contact; the applicable
Accumulation Unit Values; the Contract Value; the number of Annuity Units,
if any, standing to the credit of the Contract; the applicable Annuity Unit
Values; a statement of the investments held in the Account; and any other
required information.
is substituted for the Periodic Reports provision in the Contract section; and
"Current Federal law permits such suspension or postponement if: (a) the
New York Stock Exchange is closed (other than for customary weekend and
holiday closings); (b) trading on the Exchange is restricted; (c) an
emergency exists such that it is not reasonable practicable to dispose of
securities held in the Account or to determine the value of its assets; or
(d) the Securities and Exchange Commission by order so permits for the
protection of securities holders. Conditions described in (b) and (c) will
be decided by or in accordance with rules of the Securities and Exchange
Commission."
is added to the Suspension of Payments provision in the Payment of Benefits
section.
Metropolitan Life Insurance Company
Administrative Office:
501 Boylston Street, Boston, Massachusetts
Harry P. Kamen Christine N. Markussen
President Secretary
<PAGE>
Exhibit 4(vii)
Endorsement
As of the Date of Issue of this Contract the following provision is added to the
Contract Section:
"Postponement of Surrenders, Partial Surrenders and Transfers From the
Fixed Account
The Company can postpone for six months from the date of request: the
payment of the portion of the Contract's Surrender Proceeds and partial
surrender proceeds which is in the Fixed Account; and transfers from the
Fixed Account. The effective date of the transfer is the date on which
values are transferred from the Fixed Account."
Metropolitan Life Insurance Company
Administrative Office:
501 Boylston Street, Boston, Massachusetts
Harry P. Kamen Christine N. Markussen
President Secretary
a:\zav-end5.doc
<PAGE>
Exhibit 99.6(i)
(Exhibit 99.8(i) on
Form N-3)
Charter and Bylaws
of
Metropolitan LIfe
Insurance Company
(Incorporated by the State of New York}
Effective
April 26, 1990
<PAGE>
TABLE OF CONTENTS
Charter
Article I Corporate Name....................... 5
Article II Place of Business.................... 6
Article III Business of the Corporation.......... 6
Article IV Corporate Powers..................... 7
Article V Election of Directors................ 8
Article VI Liability of Directors............... 9
Article VII Mutual Company....................... 10
Article VIII Duration............................. 10
(Continued)
<PAGE>
Table of Contents
- -------------------------------------------------------------
Bylaws
Article I Board of Directors................................... 11
Section 1.1 Regular Board Meetings......................... 11
Section 1.2 Special Board Meetings, Waiver of Notice....... 12
Section 1.3 Participation by Telephone..................... 12
Section 1.4 Action Without a Meeting....................... 13
Section 1.5 Number, Quorum and Adjournments................ 13
Section 1.6 Presiding Officer.............................. 14
Section 1.7 Secretary to the Board......................... 14
Section 1.8 Board Vacancies................................ 14
Section 1.9 Nominations.................................... 14
Article II Committees.......................................... 14
Section 2.1 Standing Committees............................ 14
Section 2.2 Designation of Members and
Chairmen of Standing Committees................ 15
Section 2.3 Notices of Times of Meetings of
Standing Committee and Presiding Officers...... 16
Section 2.4 Quorum......................................... 16
Section 2.5 Standing Committee Minutes..................... 17
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
Section 2.6 Executive and Dividend Policy Committee.......... 17
Section 2.7 Investment Committee............................. 17
Section 2.8 Nominating and Compensation Committee............ 18
Section 2.9 Audit Committee.................................. 18
Section 2.10 Corporate Social Responsibility Committee........ 19
Section 2.11 Special Committees............................... 19
Article III Officers............................................. 19
Section 3.1 Chief Executive Officer.......................... 19
Section 3.2 President and Other Officers..................... 20
Article IV Execution of Papers................................... 21
Section 4.1 Instruments...................................... 21
Section 4.2 Disposition of Funds............................. 21
Section 4.3 Policies......................................... 21
Section 4.4 Facsimile Signatures............................. 22
Article V General................................................ 22
Section 5.1 Indemnification of Directors and Officers........ 22
Article VI Amendment of Bylaws................................... 23
Section 6.1 Amendments....................................... 23
<PAGE>
Charter
of
Metropolitan Life
Insurance Company
This is to certify that Metropolitan Life Insurance
Company, a corporation duly organized and existing
under and by virtue of the laws of the State of New
York, does hereby amend its charter pursuant to Sec-
tions 1206 and 1208 of the Insurance Law of the State
of New York, so as to continue to be a corporation of
said State for the purposes named in its existing
charter and in its charter as hereby amended, and that
its charter as so amended is as follows:
Article I
The name of the corporation shall continue to be Corporate
"Metropolitan Life Insurance Company." The corpo- Name
ration may use, in the transaction of any or all of its
business and affairs in Canada, including the exercise
of any or all of its rights, such name or such name
expressed in the French language. Such name when
5
<PAGE>
6 Charter
------------------------------------------------------------------
so expressed shall be "La Metropolitine compagne d'assurance vie."
Article II
Place of The corporation shall be located and have its principal place of
Business business in the Borough of Manhattan, The City of New York, in the
State of New York.
Article III
Business of The business of the corporation and the kinds of insurance to be
the undertaken by it are to make insurance upon the lives and the
Corporation health of persons, and every insurance appertaining thereto, and
to grant, purchase or dispose of annuities; and to make insurance
against injury, disablement or death resulting from traveling or
general accident, and against disablement resulting from sickness,
and every insurance appertaining thereto, as heretofore authorized
by and under its charter, and such business and kinds of insurance
as may be authorized by and under paragraphs 1,2 and 3 of Section
1113(a) of the Insurance Law of the State of New York, together
with such reinsurance business (in addition to reinsurance of the
kinds of insurance business hereinabove stated) as may be
permitted to the corporation by Section 1114 of said Law, and
together with any other kind or kinds of business to the extent
reasonably ancillary or necessarily or property incidental to the
kinds of insurance business which the corporation is so authorized
to do.
<PAGE>
Charter 7
- ----------------------------------------------------
The corporation shall also have the general rights,
powers and privileges now or hereafter granted by the
Insurance Law of the State of New York or any other
law to mutual life insurance companies having power
to do the kinds of business hereinabove referred to
and any and all other rights powers and privileges of
a corporation as the same may now or thereafter be
declared by applicable law.
Article IV
Section 1. The corporate powers of the corporation Corporate
shall be exercised by a Board of Directors, by com- Powers
mittees thereof any by such officers and agents as the
Board of Directors or such committees may empower.
Section 2. The Board of Directors shall consist of
not less than thirteen Directors nor more than thirty
Directors as may be determined by the Board of
Directors by resolution adopted by a majority of the
then authorized number of directors and shall include
not less than two of the principal officers of the
corporation.
Section 3. The Board of Directors shall have power
to make and prescribe such bylaws rules and regu-
lations for the transaction of the business of the
corporation and the conduct of its affairs not in-
consistent with the laws of the State of New York or
this charter, as may be deemed expedient, and to amend
or repeal such bylaws, rules and regulations.
<PAGE>
8 Charter
-----------------------------------------------------
Section 4. The Board of Directors shall have power
to declare, by bylaw, what number of Directors, not
less than one-third of the authorized number of
Directors, shall constitute a quorum for the transaction
of business.
Article V
Election of Section 1. The Directors of the corporation shall be
Directors elected by the policyholders as prescribed by law,
voting by ballot alone and not by proxy. The officers
of the corporation shall be elected or appointed by the
Board of Directors.
Section 2. An annual election of Directors shall be held
on the second Tuesday of April in each year at the Home
Office of the corporation, in the Borough of Manhattan, in
The City of New York, in the manner prescribed by law. The
Directors shall be divided into three classes, as nearly
equal in number as may be, so that each class shall be
elected for terms of three years and the terms of office
of only one class shall expire at each annual election of
Directors and as the respective terms of office of Directors
shall expire, their successors shall be elected for terms of
three years, except as otherwise contemplated by this Section 2.
Any newly created directorships or any decrease in directorships
shall be so apportioned by the Board of Directors among the
classes as to make all classes as nearly equal in number as may
be. Whenever the number of Directors is increased by the
<PAGE>
Charter 9
- --------------------------------------------------------
Board of Directors and any vacancies resulting from
the newly created directorships are filled by the Board
of Directors, there shall not be any classification of the
additional Directors until the next annual election of
Directors.
Section 3. Vacancies in the Board of Directors,
including vacancies resulting from any increase in the
authorized number of Directors, may be filled by the
Board of Directors.
Article VI
No Director shall be personally liable to the corpora- Liability of
ton or any of its policyholders for damages for any Directors
breach of duty as a Director; provided, however, that
the foregoing provision shall not eliminate or limit:
(i) the liability of a Director if a judgment or other
final adjudication adverse to the Director establishes
that the Director personally gained in fact a financial
profit or other advantage to which he or she was not
legally entitled or establishes that the Director's acts
or omissions were in bad faith or involved intentional
misconduct or were acts or omissions (a) which the
Director knew or reasonably should have known violated the
New York Insurance Law or (b) which violated a specific
standard of care imposed on Directors directly, and not by
reference, by a provision of the New York Insurance Law
(or any regulations promul-
<PAGE>
10 Charter
-------------------------------------------------
gated thereunder), or (c) which constitued a
knowing violation of any other law; or
(ii) the liability of a Director for any act or
omission prior to the adoption of this
Article VI by the corporation.
Article VII
Mutual The corporation shall continue to be a mutual
Company company wihtout capital stock.
Article VIII
Duration The duration of the corporation shall be perpetual.
<PAGE>
Bylaws
of
Metropolitan Life
Insurance Company
Article I
Board of Directors
Section 1.1 Regular meetings of the Board for the Regular Board
transaction of any business shall be held at the Home Meetings
Office of the Company at 1:30 p.m. on the fourth
Tuesday of each month unless another place or time
is fixed in any written notice of any such regular meet-
ing given in the manner required by Section 1.2 of
these Bylaws for a special meeting. Except as
otherwise required by law or these Bylaws, notice of
regular meetings need not be given. The first regular
meeting of the Board following the second Tuesday of
April of each year and any adjournment or adjournments
of such; meeting shall be known as the Annual Organization
Meeting. The Board may cancel any regular meeting of the
Board, other then the Annual Organization Meeting provided,
however, that the number of regular meetings of the Board
held in each calendar year shall not be less than the
number required by law.
11
<PAGE>
12 Bylaws
-----------------------------------------------------
Special Board Section 1.2 Special meetings of the Board shall be
Meetings held whenever called by the chief executive officer
Waiver of or by any three directors. Notice of each such
Notice special meeting shall be mailed to each director at
such director's residence or usual place of business
or other address filed with the Secretary to the
Board for such purpose, or shall be sent to such
director by any form of telecommunication, or be
delivered or given to such director personally or
by telephone, not later than the second day preceding
the day on which such meeting is to be held. Notice
of any meeting of the Board need not, however, be given
to any director who submits a signed waiver of notice
whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its
commencement, the lack of notice. Every such notice shall
state the time and place but, except as otherwise required
by law or these Bylaws, need not state the purpose of the
meeting.
Participation Section 1.3 Any one or more members of the Board
by Telephone or any committee thereof may participate in any meet-
ing of the Board or such committee by means of a
conference telephone or similar communications equipt-
ment allowing all persons participating in the meeting
to hear each other at the same time. Participation by
such means shall constitute presence in person at a
meeting of the Board or such committee for quorum
and voting purposes.
<PAGE>
Bylaws 13
----------------------------------------------------
Section 1.4 If in the opinion of the chief executive Action
officer an emergency exists requiring the immediate Without a
taking of any action which is required or permitted to Meeting
be taken by the Board or any committee thereof, such
action may be taken without a meeting if all members
of the Board or such committee consent in writing to
the adoption of a resolution authorizing the action.
The resolution and the written consents thereto by the
members of the Board of such committee shall be filed
with the minutes of the proceedings of the Board or
committee.
Section 1.5 The authorized number of directors of Number,
the Company shall be such number, not less than thir- Quorum and
teen nor more than thirty, as may be determined by a Adjournments
majority of the authorized number of directors imme-
diately prior to any such determination. One-third of
the authorized number of directors shall constitute a
quorum for the transaction of business. Except as
otherwise provided by law or these Bylaws, the vote of
a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the
act of the Board. A majority of the directors present,
whether or not a quorum shall be present, may adjourn
any meeting. Notice of the time and place of an
adjourned meeting of the Board shall be given if and as
determined by a majority of the directors present at the
time of the adjournment.
<PAGE>
14 Bylaws
------------------------------------------------
Presiding Section 1.6 The Board shall determine who among
Officer the officer directors, and in what order, shall
preside at meetings of the Board. In the event
of the absence or disability of all such officer
directors, the Board shall select one of its
members present to preside.
Secretary to Section 1.7 The chief executive officer shall
the Board designate an officer of the Company to keep the
minutes of the meeting of the Board and to act
as Secretary to the Board.
Board Section 1.8 Any vacancy in the Board, including
Vacancies any vacancy resulting from an increase in the
authorized number of directors, may be filled,
until the next annual election of directors, at
any regular or special meeting of the Board by
the favorable vote of a majority of the remaining
directors.
Nominations Section 1.9 The nominees on the administration
ticket required by law for the annual election
of directors shall be nominated by the Board at
any regular or special meeting.
Article II
Committees
Standing Section 2.1 The Board shall have the following
Committee standing committees, each consisting of not less
than three directors as shall be determined by
the Board:
<PAGE>
Bylaws 15
----------------------------------------------------
Executive and Dividend Policy Committee
Investment Committee
Nominating and Compensation Committee
Audit Committee
Corporate Social Responsibility Committee
No member of the Audit Committee or the Nominating
and Compensation Committee may be an officer director
and the number of officer directors on any other
committee shall be less than a quorum of such
committee.
Section 2.2 At the Annual Organization Meeting each Designation of
year the Board, by resolution adopted by a majority Members and
of the then authorized number of directors, shall Standing
designate from among the directors the members of Committees
the standing committees and from among the members
of each such committee a chairman thereof, who shall
serve as such, at the pleasure of the Board, so long
as they shall continue in office as directors until
the next Annual Organization Meeting and thereafter
until the appointment of their successors. The
Board may by similar resolution designate one or
more directors as alternate members of such
committees who may replace any absent member or
members at any meeting of such committees, but no
officer director may be designated as an alternate
member of the Audit Committee or the Nominating and
Compensation Committee. Vacancies in the member-
ship or chairmanship of any standing committee may
be filled in the same manner as original
<PAGE>
16 Bylaws
------------------------------------------------------
designations at any regular or special meeting of the
Board, and the chief executive officer may designate
from among the remaining members of any standing
committee whose chairmanship is vacant a chariman who
shall serve until a successor is designated by the
Board.
Notices of Section 2.3 Meetings of each standing committee shall
Times of be held upon call of the chief executive officer, or
Meetings of upon call of the chairman of such standing committee
Standing or two members of such standing committee. Meetings
Committees of each standing committee may also be held at such
and Presiding other times it may determine. Meetings of a standing
Officers committee shall be held at such places and upon such
notice as it shall determine or as shall be specified
in the calls of such meetings. Any such chairman, if
present, or such member or members of each committee
as may be designated by the chief executive officer
shall preside at meetings thereof or, in the event of
the absence or disability of any thereof or failing
such designation, the committee shall select from among
its members present a presiding officer. Meetings of a
standing committee may be attended by directors who
are not members of such committee unless the chairman
of such committee requests otherwise.
Quorum Section 2.4 At each meeting of any standing committee
there shall be present to constitute a quorum for the
transaction of business at least one-third of the
<PAGE>
Bylaws 17
---------------------------------------------------
members but in no event less than three members at
least one of whom is not an officer director. Any
alternate member who is replacing an absent member
shall be counted in determining whether a quorum is
present. The vote of a majority of the members
present at a meeting of any standing committee at
the time of the vote, if a quorum is present at such
time, shall be the act of such committee.
Section 2.5 Each of the standing committees shall Standing
keep minutes of its meetings which shall be reported Committee
to the Board at its regular meetings and, if called Minutes
for by the Board, at any special meeting.
Section 2.6 The Executive and Dividend Policy Executive and
Committee shall exercise general supervision of the Dividend
dividend and surplus policies and practices of the Policy
Company and may, to the extent permitted by law, Committee
exercise all powers of the Board during intervals
between meetings of the Board.
Section 2.7 The Investment Committee shall exer- Investment
cise general supervision and management of the Committee
assets of the Company, including purchases and
sales thereof; shall determine the manner of
designating depositaries for all monies received by
the Company, which shall be deposited in the name
of the Company; and shall determine the manner of
disposition of funds of the Company so deposited.
<PAGE>
18 Bylaws
----------------------------------------------------------
Nominating Section 2.8 The Nominating and Compensation Committee
and shall exercise general supervision of compensation and
Compensation personnel administration and the activities carried on
Committee by the Company in the interest of the health, welfare and
and safety of its employees; shall make recommendations to
the Board with respect to the filling of vacancies on the
Board and the composition of any administration ticket
shall nominate persons for election by the Board as
President and election or appointment by the Board of all
other principal officers and such other officers as the
Committee may determine, and shall evaluate the performance
and compensation of the principal officers and such other
officers as the Committee may determine.
Audit Section 2.9 The Audit Committee shall exercise general
Committee supervision of accounting and auditing controls over cash,
securities, receipts, disbursements and other financial
transactions, shall make such examinations thereof as it
may deem necessary through certified public accountants or
otherwise, shall review the financial condition of the
Company, the scope and results of the independent audit and
any internal audits, shall recommend the selection of
independent certified public accountants and in respect
to such matters may require such reports from the officer
in charge of auditing for the Company as it may deem
necessary or desirable. The Audit Committee shall also
exercise general supervision of the Company's policies
on ethical business conduct and compliance therewith.
<PAGE>
Bylaws 19
- --------------------------------------------------
Section 2.10 The Corporate Social Responsibility Corporate
Committee shall exercise general supervision of the Social
Company's charitable contributions, public benefit Responsibility
programs and other corporate responsibility matters. Committee
Section 2.11 The Board may by resolution adopted Special
by a majority of the then authorized number of direc- Committee
tors designate special committees; each consisting
of three or more directors of the Company which com-
mittees; except as otherwise prescribed by law; shall
have and may exercise the authority of the Board to
the extent provided in the resolutions designating
such committees. Nothing herein shall be deemed to
prevent the chief executive officer from appointing one
or more special committees of directors for the pur-
pose of advising the chief executive officer; provided;
however, that no such committee shall have or may
exercise any authority of the Board.
Article III
Officers
Section 3.1 The Board shall determine who among Chief
the officer directors; and in what order; shall act as Executive
chief executive officer. Officer
Subject to the control of the Board and to the extent
not otherwise prescribed by these Bylaws; the chief
executive officer shall supervise the carrying out of
the policies adopted or approved by the Board; shall
<PAGE>
20 Bylaws
-----------------------------------------------------
exercise a general supervision and superintendence
over all the business and affairs of the Company and
shall possess such other powers and perform such
other duties as may be incident to the office of chief
executive officer.
President and Section 3.2 At the Annual Organization Meeting
Other Officers each year the Board shall elect from among its members
a President who shall hold office until the next
Annual Organization Meeting and until the election of
a successor. If a vacancy occurs in the office of the
President for any reason, such vacancy shall be filled
by the Board at a regular or special meeting of the
Board.
In addition to the President, the Board shall elect or
appoint such other officers as may be determined for
the conduct of the business of the Company. Officers
other than the chief executive officer shall have such
powers and perform such duties as may be assigned
to them by these Bylaws or by or pursuant to authorization
of the Board or the chief executive officer.
All officers shall hold office at the pleasure of the
Board.
<PAGE>
Bylaws 21
- -----------------------------------------------------
Article IV
Execution of Papers
Section 4.1 Any officer, or any employee designated Instruments
for the purpose by the chief executive officer, shall
have power to execute all instruments in writing nec-
essary or desirable for the Company to execute in the
transaction and management of its business and
affairs (including, without limitation, contracts and
agreements, transfers of bonds, stocks, notes and
other securities, proxies, powers of attorney, deeds,
leases, releases, satisfactions and instruments enti-
tled to be recorded in any jurisdiction, but excluding
to the extent otherwise provided for in these Bylaws,
authorizations for the disposition of the funds of the
Company deposited in its name and policies, contracts,
agreements, amendments and endorsements
of, for or in connection with insurance or annuities)
and to affix the corporate seal.
Section 4.2 All funds of the Company deposited in Distribution of
its name shall be subject to disposition by check or Funds
other means, in such manner as the Investment
Committee may determine.
Section 4.3 All policies, contracts, agreements, Policies
amendments and endorsements, executed by the
Company as insurer, of, for or in connection with
<PAGE>
22 Bylaws
------------------------------------------------------
insurance or annuities shall bear such signature or
signatures of such office, or officers as may be
designated for the purpose by the Board.
Section 4.4 All instruments necessary or desirable
Facsimile for the Company to execute in the transaction and
Signatures management of its business and affairs, including
those set forth in Sections 4.2 and 4.3 of these
Bylaws, may be executed by use of or bear facsimile
signatures as and to the extent authorized by the
Board or a committee thereof. If any officer or
employee whose facsimile signature has been placed
upon any form of instrument shall have ceased to be
such officer or employee before an instrument in such
form is issued, such instrument may be issued with
the same effect as if such person had been such
officer or employee at the time of its issue.
Article V
General
Indemnification Section 5.1 To the full extent permitted by the laws of
of Directors and the State of New York, the Company shall indemnify
Officers any person made or threatened to be made a party to
any action or proceeding, whether civil or criminal, by
reason of the fact that such person, or such person's
testator or intestate.
<PAGE>
Bylaws 23
- ------------------------------------------------------------
1) is or was a director or officer of the Company, or
2) serves or served another corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the
Company, and also is or was a director or officer of
the Company against judgments, fines, amounts
paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily
incurred in connection with or as a result of such
action or proceeding, or any appeal therein.
Article VI
Amendment of Bylaws
Section 6.1 These Bylaws or any of them may be Amendments
amended, altered or repealed by the Board at any
regular or special meeting if written notice setting
forth the proposed amendment, alteration or repeal
shall have been mailed to all directors at least five
days before the meeting provided, however, that Section
5.1 of these Bylaws may not be amended, altered
or repealed by the Board so as to affect adversely any
then existing rights of any director or officer.
<PAGE>
24
- ------------------------------------------------------
I.....................................................
......................................................
of Metropolitan Life Insurance Company, a New York
corporation, do hereby certify that the foregoing is a
full, true and correct copy of the Charter and Bylaws
of said Metropolitan Life Insurance Company, as
amended to date.
In Witness Whereof, I have hereunto set my hand
and have caused to be affixed the corporate seal of
said Metropolitan Life Insurance Company this
.........day of.......................................
......................................................
<PAGE>
[LOGO OF Metropolitan Life
AND AFFILIATED COMPANIES]
Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690
<PAGE>
EXHIBIT 99.6(ii)
(Exhibit 99.8(ii)
on Form N-3)
BYLAWS Chairman Place stated that it was proposed to
AMENDMENT amend the Company's Bylaws to establish the
International Committee as a standing committee of
the Board in light of the Company's increasing
international activities, and to delete reference
to a specific time fixed for regular Board
meetings.
ON MOTION it was resolved that, subject to receipt
of final approval of the Superintendent of
Insurance of the State of New York,
(a) Section 1.1 of the Bylaws of the Company be
amended to read as follows:
Regular meetings of the Board for the
transaction of any business shall be held at
the Home Office of the Company on the fourth
Tuesday of each month, unless another date or
place is fixed in any written notice of any
such regular meeting given in the manner
required by Section 1.2 of these Bylaws for a
special meeting. Except as otherwise required
by law or these Bylaws, notice of regular
meetings need not be given. The first regular
meeting of the Board following the second
Tuesday of April of each year and any
adjournment or adjournments of such meeting
shall be known as the Annual Organization
Meeting. The Board may cancel any regular
meeting of the Board, other than the Annual
Organization Meeting; provided, however, that
the number of regular meetings of the Board
held in each calendar year shall not be less
than the number required by law.
(b) Section 2.1 of the Bylaws of the Company be
amended to read as follows:
The Board shall have the following standing
committees, each consisting of not less than
three directors as shall be determined by the
Board:
Insurance and Executive Committee
Investment Committee
Nominating and Compensation Committee
Audit Committee
Corporate Social Responsibility Committee
<PAGE>
International Committee
No member of the Audit Committee or the
Nominating and Compensation Committee may be
an officer director and the number of officer
directors on any other committee shall be less
than a quorum of such committee.
(c) A new Section 2.11 be added to the Bylaws of
the Company to read as follows:
The International Committee shall exercise
general supervision over the Company's
international activities and shall provide
advice with respect to international business,
economic and political developments as such
developments relate to the Company's
international activities.
(d) Former Section 2.11 of the Bylaws of the
Company be redesignated Section 2.12.
(e) The Officers be authorized to take any and all
necessary actions and to execute any and all
necessary documents to effectuate the intent
of the foregoing.
--o--
<PAGE>
Exhibit 99.8(i)
(Exhibit 99.11(ii)
on Form N-3)
August 8, 1996
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116
RE: Administrative Services Agreement between Metropolitan Life
Insurance Company and New England Variable Life Insurance Company
Ladies and Gentlemen:
This letter supplements the Administrative Services Agreement dated
July 1, 1996 (the "Services Agreement") between Metropolitan Life Insurance
Company ("MetLife") and New England Variable Life Insurance Company ("NEVLICO").
Whereas the Services Agreement relates to the overall servicing of insurance
policies and annuity contracts sold by the sales force of agents and general
agents of NEVLICO, this letter reflects additional special provisions for the
servicing of variable annuity contracts, as set forth below.
As a result of the merger (the "Merger") of NEVLICO's parent
corporation, New England Mutual Life Insurance Company ("TNE"), with and into
MetLife, NEVLICO will become a wholly-owned subsidiary of MetLife.
Simultaneously with the Merger, NEVLICO will be redomesticated as a
Massachusetts insurance company and its name will be changed to New England Life
Insurance Company ("NELICO"). For purposes of simplicity, this remainder of
this letter will refer to the company as NELICO regardless of the applicable
time period.
By operation of law as the result of the Merger, MetLife will assume
the variable annuity contracts issued by and in effect with TNE at the time of
the Merger. These contracts were issued by TNE and three of its separate
accounts: New England Variable Annuity Fund I; New England Retirement
Investment Account; and The New England Variable Account. In addition,
<PAGE>
Page 2
after consummation of the Merger, MetLife will continue to issue variable
annuity contracts funded by The New England Variable Account. Each of the
separate accounts is registered as an investment company with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940. Interests
in the variable annuity contracts issued by the separate accounts are registered
as securities with the SEC under the Securities Act of 1933.
New England Securities Corporation ("NES") is the principal
underwriter for the variable annuity contracts. NES is registered as a broker-
dealer with the Securities and Exchange Commission under the Securities Exchange
Act of 1934 (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). As a result of the merger, NES will become a
wholly-owned subsidiary of NELICO.
. To the extent that the Services Agreement relates to variable annuity
contracts that are registered with the SEC, the following special provisions
will apply:
1. NES shall assume full responsibility for the securities activities of,
and for securities law compliance by, any "person associated" (as that
term is defined in Section 3(a) (18) of the 1934 Act) with NES and
engaged directly or indirectly in the variable annuity operation (the
"associated persons"). This shall include (i) compliance with NASD Rules
of Fair Practice and with federal and state laws and regulations, (ii)
the appropriate training of associated persons, and (iii) the filing with
the SEC, NASD and other appropriate regulatory authorities of any sales
literature or materials required to be filed with respect to sales of
variable annuity contracts.
2. All books and records maintained by NELICO in connection with the
offer and sale of the variable annuity contracts will (i) be maintained
and preserved in conformity with the requirements of Rules 17a-3 and 17a-
4 under the 1934 Act, (ii) be maintained and held on behalf of and as
agent for NES, whose property they are and shall remain, and (iii) be at
all times subject to inspection by the SEC in accordance with Section
17(a) of the 1934 Act.
3. Upon or prior to the completion of each transaction for which a
confirmation is legally required, NELICO shall, on behalf of NES acting
as agent for MetLife, send to the appropriate person a written
confirmation of such transaction reflecting the facts of the transaction.
<PAGE>
Page 3
Please confirm your consent to the above provisions by signing where
indicated below and on the enclosed counterparts of this letter.
Very truly yours,
NEW ENGLAND VARIABLE LIFE
INSURANCE COMPANY
by /s/ H. James Wilson
---------------------------------
title General Counsel
-------------------------------
METROPOLITAN LIFE INSURANCE COMPANY
by /s/ Christopher P. Nicholas
---------------------------------
title Associate General Counsel
------------------------------
NEW ENGLAND SECURITIES CORPORATION
by /s/ Anne M. Goggin
----------------------------------
title General Counsel
------------------------------
<PAGE>
EXHIBIT 99.8(i)
(Exhibit 99.11(ii)
on Form N-3)
Administrative Services Agreement
between
Metropolitan Life Insurance Company
and
New England Variable Life Insurance Company
<PAGE>
Metropolitan Life Insurance Company ("MetLife") and New England Variable Life
Insurance Company ("NEVLICO") agree as follows:
WHEREAS as a result of the merger (the "Merger") of NEVLICO's parent
corporation New England Mutual Life Insurance Company ("TNE") with and into
MetLife pursuant to the Agreement and Plan of Merger dated as of August 16,
1995, as amended, between MetLife and TNE, (i) NEVLICO will become a wholly-
owned subsidiary of MetLife, (ii) most of TNE's former employees and operating
assets will be transferred to NEVLICO, and, (iii) simultaneously with the
consummation of the Merger, NEVLICO will be redomesticated as a Massachusetts
insurance company and its name will be changed from New England Variable Life
Insurance Company to New England Life Insurance Company ("NELICO") (for purposes
of simplicity this Agreement will refer to the company as NELICO regardless of
the time period referred to); and
WHEREAS TNE and MetLife are entering into the Merger on the understanding that
their complementary strengths will benefit both parties, that the preservation
of the TNE franchise and the separate identity of NELICO will advance the
objectives of the Merger, and that, after consummation of the Merger, NELICO is
intended to operate as a separate and entrepreneurial business entity with a
high degree of independence from MetLife; and
WHEREAS MetLife will by operation of law as the result of the Merger assume the
insurance policies and annuity contracts in effect with TNE at the time of the
Merger; and
WHEREAS MetLife will for a transition period after the Merger is consummated
issue insurance policies and annuity contracts sold by the sales force of agents
and general agents of NELICO (the Transition Policies); and
WHEREAS by virtue of its personnel, systems, experience and capabilities NELICO
(which as NEVLICO is a subsidiary of TNE) will be capable of providing a wide
range of administrative services to assist MetLife in administering the business
written by TNE and in selling and administering the Transition Policies; and
WHEREAS MetLife wishes NELICO to provide such services after the Merger and
NELICO wishes to do so; and
WHEREAS for their mutual convenience and to obtain various savings and
efficiencies the parties wish NELICO to provide other services to MetLife and
MetLife to provide certain services to NELICO, all after the Merger and on the
terms and conditions and for the consideration provided for herein;
<PAGE>
NOW THEREFORE the parties agree as follows effective as of the date of the
Merger:
1. Administrative Services in connection with MetLife Contracts
------------------------------------------------------------
NELICO will provide administrative and other services as provided herein in
respect of all policies and annuity contracts of MetLife in effect from time to
time after the Merger that were either (i) originally issued by TNE before the
Merger or (ii) Transition Policies (the "Administered Contracts"). Should the
parties agree that NELICO will no longer provide services for any of these
obligations it will cease to be an Administered Contract.
NELICO shall (to the extent permitted by and in accordance with applicable law)
perform all administrative services in respect of the Administered Contracts and
make all payments in connection therewith, including without limitation:
a. Home office underwriting and new business issue services, including
without limitation underwriting on contracts previously written to the
extent applicable to new purchase payments, conversions, changes to
benefits, determinations relating to reinstatements of policies and
the like.
b. Accounting.
c. Financial reporting.
d. Determination of fees, charges and interest rates, recommendation of
dividend scales and preparation of all necessary information and
documents for consideration by MetLife pursuant to applicable law.
e. Policy changes, including without limitation changes of ownership and
beneficiary and conversions and purchase option exercises.
f. Loans and surrenders.
g. Claims handling services, including without limitation investigation,
approval or disapproval, settlement or compromise of resisted claims,
litigation relating to claims, and all related matters. NELICO will
design, print and distribute claim forms. All claims records and
accounting shall be created and maintained by NELICO.
h. Reserve valuation and certification.
i. Negotiation and administration of reinsurance arrangements. All
changes to reinsurance contracts and
<PAGE>
new reinsurance arrangements will only be made with the approval of
MetLife.
j. Broker and agent relations related to the Administered Contracts,
including without limitation interpretation and administration of
applicable contracts for the NELICO distribution systems, resolution
of disputes between and among agents, general agents and brokers in
the NELICO distribution systems and all litigation resulting from
agent, general agent and broker action or inaction involving MetLife
as a result of the sale of the Administered Contracts.
k. Premium billing and collection, including without limitation
processing payments.
l. Payment of dividends.
m. Determination and payment of general agent, agent and broker
compensation, including without limitation commissions, overrides,
persistency bonuses, and lives bonuses. Administration of general
agent, agent and broker benefit plans, including without limitation
the General Agents Deferred Compensation Plan, the General Agents
Retirement Plan, the Agents Deferred Compensation Plan and the Agents
Retirement Plan. Providing training, conferences, conventions, awards
and recognition, computer support, financing, and other support to the
NELICO field force as appropriate. All changes to plans of
compensation which require regulatory approval will be developed by
NELICO and submitted through MetLife.
n. Contractholder reporting and other policyholder transactions.
o. Data processing.
p. Legal services and litigation. MetLife reserves the right to object in
any instance to the engagement of attorneys hereunder but NELICO need
not obtain MetLife's prior approval before engaging attorneys.
q. Customer requests.
r. Complaints.
s. Maintenance of contract records.
t. Backup and disaster recovery, including without limitation development
and implementation of appropriate arrangements.
<PAGE>
u. Tax withholding and reporting.
v. Contractholder and plan recordkeeping and other client requested
contractholder or plan services.
Nothing in this Agreement will require or permit NELICO to perform any service
that is (a) agreed by the parties not to be performed by NELICO or (b) illegal
for NELICO to perform (however where applicable law does not permit NELICO to
take action but does permit it to make recommendations to MetLife or provide
documents to MetLife for filing in MetLife's name then NELICO will take all
action that it is legally permitted to take on MetLife's behalf and will refer
the appropriate information or documents to MetLife for approval, disapproval,
filing or such other action as MetLife is legally required to take for itself).
This Agreement does not authorize NELICO to engage in any sales activities on
behalf of MetLife, but to the extent agreed by the parties NELICO shall prepare
for MetLife's approval sales and training material (using MetLife's name and not
NELICO's name) for new sales of Administered Contracts and shall train the
salespersons selected by MetLife with respect to such sales.
2. Other Administrative Services
-----------------------------
MetLife shall perform for NELICO and NELICO shall perform for MetLife such other
administrative services as the parties have agreed upon or may in the future
agree upon. The parties intend such services to be generally provided under
circumstances where this will either assist the parties in implementing matters
relating to the merger in a timely and cost-effective manner or will assist the
parties in avoiding wasteful and unnecessary duplication of resources (e.g.
MetLife providing certain internal auditing services to NELICO in lieu of NELICO
maintaining a fully duplicative internal auditing function). The foregoing
statement is intended for the guidance and convenience of the parties and
nothing in this paragraph shall require either party to perform any service not
provided for by agreement of the parties or to fail to perform any service
provided for by agreement of the parties. The other services that one party may
perform in whole or in part for the other include, but need not be limited to:
new product development; accounting; auditing services at the direction of
MetLife; risk management services at the direction of MetLife; legal services;
actuarial services; sales services; software development services; electronic
data processing operations; communications operations and investment services.
3. Bank Accounts For Administered Contracts; Payment of Disbursements,
-------------------------------------------------------------------
Dividends, Commissions, etc.
----------------------------
All funds received in respect of the Administered Contracts (including without
limitation premiums and loan repayments) shall
<PAGE>
be deposited into accounts of MetLife at a bank or banks approved by MetLife.
Payments and transfers (including without limitation transfers to other
accounts) shall be made from such accounts as needed to pay disbursements
(including without limitation claims, surrenders, policy loans and similar
payments), dividends and commissions in respect of the Administered Contracts.
NELICO shall book all such bank account activity on the ledger accounts of
MetLife relating to the Administered Contracts. The amounts maintained in such
accounts shall be adjusted daily as agreed by MetLife and NELICO in order to
provide appropriate balances to cover the payments referred to above. Within 45
days after the end of each month, NELICO will submit to MetLife a written
statement of the activity (including without limitation deposits,
disbursements, dividends and commissions) relating to such accounts during the
preceding month.
4. Payment for Services
--------------------
(a) Each party agrees to pay to the party providing any service (the
"provider") a charge equal to all expenses, direct and indirect, reasonably and
equitably determined by the provider to be attributable to the recipient for
services and facilities provided by the former to the latter pursuant hereto,
except to the extent applicable laws or regulations otherwise require. The
bases for determining such charges to the recipient shall be similar to those
used by the provider for internal cost distribution including, where
appropriate, time records prepared for this purpose. Such bases shall be
modified and adjusted where necessary or appropriate to reflect fairly and
equitably the actual incidence of costs incurred by the provider on behalf of
the recipient. Analyses will be made from time to time by the provider to
determine, as closely as possible, the actual cost of services rendered and
facilities made available to the recipient hereunder. The provider shall advise
the recipient of the information developed by these analyses and such
information shall be used to develop bases for the distribution of expenses that
accurately reflect the actual incidence of costs incurred by the former on
behalf of the latter. Should such analysis determine that past payments did not
in fact fairly and equitably reflect the actual incidence of costs at the time
that services were provided the party receiving payments in excess of such costs
will pay the deficiency to the other party.
(b) On the 10th day of each calendar month, NELICO shall submit to
MetLife a written statement of the estimated amount owed by MetLife to NELICO
pursuant to this Agreement for the previous month. To the extent applicable, the
monthly amounts shall be calculated based on the Revenue Factors attached as
Exhibit 1 to this Agreement. The Revenue Factors are averages by line of
business based on product pricing and may be adjusted from time to time by
agreement of the parties to reflect changes in product distribution or other
relevant changes. MetLife shall pay to NELICO the amount owed by wire
transfer(s) to the account(s) designated by
<PAGE>
NELICO within 10 days following receipt of such written statement.
(c) If MetLife has provided any services to NELICO during the previous
month that are not related to the Administered Contracts, then within 30 days
after the end of such month MetLife shall submit to NELICO a written statement
of the estimated amount owed by NELICO to MetLife pursuant to this Agreement for
the previous month. (It is understood that because the Administered Contracts
are policies and contracts of MetLife, MetLife will not charge NELICO for any
services relating to the Administered Contracts.) NELICO shall pay such amount
to MetLife within 30 days following receipt of such written statement.
(d) Within 30 days after the end of each calendar year, NELICO will submit
to MetLife a detailed written reconciliation statement of the actual charges due
from MetLife to NELICO for the preceding year, including charges not included in
any previous statements and any necessary adjustments to estimated charges
previously paid, and any balance payable (by MetLife or NELICO, as the case may
be) as shown in such statement shall be paid within 30 days following receipt of
such written statement by MetLife. The same procedure will apply to charges due
from NELICO to MetLife.
(e) If the recipient of a reconciliation statement objects to any
determination of charges, it shall so advise the provider in writing, including
the details of such objection and the recipient's calculation of the amount of
charges it believes to be correct, within 30 days of receipt of notice of the
provider's determination. Any such objection may instead be made at the time of
the annual reconciliation referred to in paragraph (c). Unless the parties
reach agreement within 30 days of the provider's receipt of such objection, they
shall select a firm of independent certified public accountants that shall
determine the charges properly allocable to the recipient and shall, within a
reasonable time, submit such determination, together with the basis therefor, in
writing to both parties whereupon such determination shall be binding; the
expenses of any such determination by independent accountants shall be borne
equally by the parties.
(f) Within 30 days after the end of each calendar quarter, NELICO and
MetLife shall each furnish the other with a report containing such information
maintained by the other hereunder as is required by the other to satisfy
applicable reporting requirements.
(g) Payments under this Section 4 shall be in accordance with applicable
requirements of law including but not limited to new York Regulation 33 and any
applicable provisions of the Internal Revenue Code required to be complied with
for the party paying for the services to obtain a deduction or other appropriate
tax treatment therefor.
<PAGE>
5. Identification of MetLife; Final Authority
------------------------------------------
In administering the Administered Contracts NELICO will indicate in all
correspondence to MetLife contractholders (including but not limited to checks
and drafts for payment) in a manner mutually agreeable to MetLife and NELICO
that NELICO is acting as administrator for MetLife and that such correspondence
pertains to a MetLife obligation.
Notwithstanding anything in this Agreement to the contrary, MetLife shall retain
the authority to make all final decisions with respect to the administration of
the contracts with respect to which NELICO is providing administrative services.
6. Administrative Actions
----------------------
Each party agrees to notify the other party within a reasonable time upon
receipt of any written or oral communication from any state insurance department
or any other government or regulatory department or agency of such department's
or agency's intention to proceed with any administrative action, such as a
hearing, fine, license suspension or revocation or similar action, against
NELICO or MetLife, which administrative action relates in any way to NELICO's or
MetLife's performance under this Agreement or which otherwise relates to the
Administered Contracts.
7. Standards Applicable
--------------------
Subject to the provisions of this Agreement, each party agrees that in providing
services under this Agreement it shall conduct itself in accordance with all
reasonable commercial and professional standards which are equal to or greater
in quality to the standards it applies or would apply with respect to its own
comparable business, and shall generally act in such a way as to preserve and
promote goodwill toward the other party on the part of the general public,
customers, and all those having business relations with such other party. NELICO
agrees that it shall comply with all laws, regulations and orders applicable to
the Administered Contracts, and not enter into any transaction which has a
material adverse effect on the Administered Contracts or the services provided
herein except with the approval of MetLife.
8. Reports
-------
To the extent NELICO has available the applicable information, NELICO shall
prepare all reports needed by MetLife or any of MetLife's reinsurers (if any) in
connection with the Administered Contracts to enable MetLife to comply with any
and all federal,
<PAGE>
state and local laws including, without limitation, all statutory insurance and
statutory/regulatory task reporting requirements and, as the case may be,
reasonable requests from reinsurers. Any monthly or quarterly reports required
to be prepared by NELICO shall be prepared on a timely basis in order for
MetLife to comply with any filing deadlines required by law or by contract. All
such reports shall include such information as may reasonably be required by
MetLife.
9. Cooperation
-----------
Each party and its authorized representatives may from time to time
reasonably request, and the other shall provide, at reasonable times during
normal business hours, full and open access to examine all files, records,
operations and information under the control of such other party pertaining
to the services to be provided under this Agreement and to discuss any
matters relating to the services to be provided under this Agreement with
the employees and agents who are familiar therewith, so that the requesting
party shall have sufficient opportunity to make whatever investigation it
shall deem necessary and desirable in connection with the transactions
contemplated by this Agreement. Such access and opportunity shall be
exercised by the requesting party and such authorized representatives in a
manner that shall not interfere unreasonably with the operations of the
other party. Such access shall include the right to make and retain copies
of any documents to the extent that the requesting party reasonably
determines that it requires copies in order to carry out the transactions
contemplated by this Agreement or for any legitimate business purpose
related to this Agreement.
10. Files
-----
All original files or suitable copies, which are transferred to NELICO by
MetLife or TNE or produced by NELICO for the benefit of MetLife pursuant to
this Agreement (including but not limited to, all policy and case files,
correspondence and data processing tapes and files) shall be or remain the
property of MetLife. NELICO shall provide security for the files that are
in its possession, including disaster recovery procedures, and shall
maintain them in space owned or leased by MetLife or segregated within a
NELICO facility, in accessible form, for either (i) the period of time
specified by NELICO's procedures unless MetLife specifies otherwise, or
(ii) until such files are returned to Metlife upon the termination of this
Agreement, if earlier; provided, however, the original underwriting files
-------- -------
shall be delivered to and retained by MetLife when not in actual use by
NELICO for underwriting, claims determination, actuarial studies, audits
and its other services under this Agreement. Upon request by
<PAGE>
NELICO, MetLife shall deliver such files to NELICO, and upon completion of
any such use by NELICO, NELICO shall deliver such underwriting files to
MetLife. NELICO shall provide files to MetLife promptly upon request and
shall cooperate with any regulatory authority having jurisdiction over
MetLife in providing access to such files. Each party shall take all
reasonable actions necessary to ensure that at all times MetLife has timely
access to all claims and underwriting information relating to the
Administered Contracts. To the extent required by the New York Insurance
Department, NELICO shall make all files (or copies thereof, if permitted)
available in New York City.
11. Accounts
--------
Consistent with its obligations to pay claims with respect to the
Administered Contracts, MetLife shall establish or maintain disbursement
and claims paying accounts owned by and in the name of MetLife unless the
parties agree that claims may be paid from NELICO accounts funded by
MetLife.
12. Proceedings
-----------
In the event that MetLife or NELICO or both are made parties to any legal
or regulatory proceeding arising out of or in connection with the
Administered Contracts, it is agreed that they will promptly notify and
cooperate fully with each other to defend, settle, compromise or otherwise
resolve such legal or regulatory proceeding. Neither MetLife nor NELICO
shall have the authority to institute, prosecute or maintain any legal or
regulatory proceedings on behalf of the other party without the prior
written consent of such other party except to the extent contemplated by
this Agreement. If any legal actions are threatened or filed in connection
with any of the Administered Contracts or this Agreement during the term of
this Agreement, the party who receives notice of such action shall give the
other party reasonable notice of any such filed action and of any such
threatened action if, after due inquiry, such threatened or filed action is
deemed to be material in the sole discretion of such receiving party. The
parties shall cooperate with each other with respect to any legal action,
whether threatened or actual.
13. Termination
-----------
This Agreement may be terminated by mutual agreement of the parties.
Unless the parties otherwise agree termination shall be upon six months
notice. In the event of termination, each party receiving services
hereunder shall make a reasonable effort to obtain services from another
party or to handle the matters as to which services were provided on an
internal basis by the date of termination or as soon thereafter as is
<PAGE>
reasonably possible. If, notwithstanding such efforts, a party continues
to need services under this Agreement after the date of termination the
party providing such services shall continue to provide them and to receive
compensation therefor as if this Agreement had remained in effect for as
long as reasonably necessary (but in no event for more than three years
after termination).
14. Confidential Information; Software
----------------------------------
MetLife and NELICO acknowledge that each will have access to confidential
and proprietary information concerning the other party and its businesses,
which information is not readily available to the public, and acknowledge
that MetLife and NELICO have taken and will continue to take reasonable
actions to ensure such information is not made available to the public.
MetLife and NELICO further agree that they will not at any time (during the
term hereof or thereafter) disclose to any person, corporation, partnership
or other entity whatsoever (except MetLife or NELICO and their affiliates
and the officers, directors, employees, agents and representatives of
MetLife and NELICO and their affiliates who require such information in
order to perform their duties in connection with the services provided
hereunder), directly or indirectly, or make any use of, for any purpose
other than those contemplated by this Agreement any information or trade
secrets relating to the Administered Contracts or the business affairs of
MetLife or NELICO, including the identity of and/or the compensation
arrangements with, any agents, affiliates and subsidiaries of MetLife and
NELICO, so long as such information remains confidential.
Information that identifies an individual covered under one of the
Administered Contracts may be confidential. NELICO shall take all
reasonable precautions to prevent disclosure or use of information
identifying individuals covered under Administered Contracts for a purpose
unrelated to the performance of this Agreement.
MetLife and NELICO acknowledge that software supplied by each party
(including, but not limited to, the design, programming techniques, source
codes and documentation thereof) may contain confidential information or
trade secrets and may be subject to licensing restrictions. Neither party
may disclose any confidential or trade secret information concerning the
software owned by the other party to any person, firm or organization
without the other party's prior written consent, or except as otherwise
provided for in this Agreement or in any license, sub-license or other
agreement between the parties or with respect to software acquired by
NELICO to perform the services contemplated by this Agreement.
<PAGE>
NELICO or MetLife may disclose confidential information in the following
circumstances (or as otherwise provided by this Agreement):
(i) in response to a court order or formal discovery request
after notice to the other party (to the extent such notice
is reasonably practicable);
(ii) if requested by any regulatory authority after notice to
other party (to the extent such notice is reasonably
practicable);
(iii) at the proper request of a covered person or MetLife
contractholder or his/her legal representative; or
(iv) as otherwise required by law.
15. Indemnification
---------------
Each party shall indemnify, defend and hold harmless, the other party and
its affiliates and its directors, officers, employees and agents from and
against any and all claims, demands or lawsuits ("Demands") to the extent
relating to or arising out of any act or omission of the indemnifying
party, its directors, officers, agents, brokers or employees, in performing
their obligations under this Agreement or as a result of the indemnifying
party's breach of this Agreement or failure to make available to the other
party any information or to provide any services required to be made
available or provided under this Agreement. This indemnification and hold
harmless clause includes, without limiting the foregoing, any Demands
incurred as a result of any of the Administered Contracts being found to be
not in compliance with a law or regulation as a result of any action or
omission by NELICO.
Notwithstanding the foregoing, neither party shall indemnify for any
demands to the extent arising from acts or omissions on the part of the
other party or its affiliates and their directors, officers, employees and
agents, other than the indemnifying party.
If either party asserts that the other party has become obligated to
indemnify or if any suit, action, investigation, claim or proceeding is
begun, made or instituted as a result of which one party may become
obligated to the other party hereunder, the party to be indemnified shall
give written notice to the other party within a sufficiently prompt time to
avoid prejudice to the other party, specifying in reasonable detail the
facts upon which the claimed right to indemnification is based.
<PAGE>
Any payment to be made by an indemnifying party shall be made within thirty
days of the delivery of notice of an uncontested claim to indemnification
or final determination of the amount to be indemnified. Any amount not
paid within such thirty day period shall bear simple interest.
16. Exclusivity
-----------
Nothing in this Agreement will restrict or limit either party's rights to
provide services similar to those provided for hereby to any other person.
17. General Provision.
-----------------
A. Taxes. Each party shall furnish to the other party on a timely basis
-----
such information available to such party that the other party may require
to fulfill all tax and related reporting requirements.
B. Cooperation. The parties shall cooperate in a commercially reasonable
-----------
manner in order that the duties assumed by each will be effectively,
efficiently and promptly discharged, and will not take any actions which
would frustrate the intent of the transactions contemplated by this
Agreement. Each party shall, at all reasonable times under the
circumstances, make available to the other party properly authorized
personnel for the purpose of consultation and decision.
C. Amendment; Waivers. This Agreement may be amended or modified, and any
------------------
of the terms or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by
the party waiving compliance. Any waiver by either party of any condition,
or of the breach of any provision or term contained in this Agreement, in
any one or more instances, shall not be deemed to be nor construed as a
further or continuing waiver of any such condition, or of the breach of any
other provision or term of this Agreement.
D. Entire Agreement. This Agreement contains the entire understanding
----------------
between the parties hereto with respect to the transactions contemplated
hereby and supersedes and replaces all prior and contemporaneous agreements
and understandings, oral or written, with regard to such transactions.
E. Relationship. MetLife and NELICO are and shall remain independent
------------
contractors and not agents of the other party except as provided herein.
Except as expressly granted in this Agreement or otherwise by the other
party in writing or as may be required by law or as necessary to perform
the services to be provided hereunder or to obtain the benefits
<PAGE>
hereof, no party shall have any authority, express or implied, to act as an
agent of the other party under this Agreement. Except as otherwise
provided by this Agreement or by any other agreement between the parties,
each party shall be responsible for the payment of all employment, income
and social security taxes arising in connection with the compensation
payable to its personnel involved in the provision of the services
hereunder.
F. Errors and Omissions. Any delays, errors or omissions on the part of a
--------------------
party occurring in connection with this Agreement or any transaction
hereunder shall not relieve the other party from any liability to the first
party which would have otherwise attached, had such delay, error or
omission not occurred, provided that such error or omission is rectified as
soon as reasonably practicable after discovery thereof.
G. Right of Offset. Amounts due under this Agreement from either party to
---------------
the other may be offset against amounts due to the first party from the
second party under this Agreement on the same date. Notwithstanding the
payment of such amounts, for all purposes as between the parties hereto
such amounts shall be treated and recorded as if the gross amounts due to
either party hereto under this Agreement had been paid.
H. Governing Law. This Agreement shall be deemed to have been made under
-------------
and governed by the laws of the State of New York without regard to New
York's choice of law rules.
I. Invalidity. Unless the invalidity or unenforceability of any provision
----------
or portion hereof frustrates the intent of the parties or the purpose of
this Agreement, such invalidity or unenforceability shall not affect the
validity or enforceability of the other provisions or portions hereof. In
the event that such provision shall be declared unenforceable by a court of
competent jurisdiction, such provision or portion thereof, to the extent
declared unenforceable, shall be stricken. However, in the event any such
provision or portion thereof shall be declared unenforceable due to its
scope, breadth or duration, then it shall be modified to the scope, breadth
or duration permitted by law and shall continue to be fully enforceable as
so modified unless such modification frustrates the intent of the parties
or the purpose of this Agreement.
J. Counterparts. This Agreement may be executed in counterparts and by
------------
the different parties on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
K. No Third Party Beneficiaries. Nothing in this Agreement
----------------------------
<PAGE>
is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than MetLife and NELICO and their respective
successors. Nothing in this Agreement is intended to relieve or discharge
the obligations or liability of any third persons to MetLife or NELICO. No
provision of this Agreement shall give any third persons any right of
subrogation or action over or against MetLife or NELICO.
L. Assignment. Neither party shall assign this Agreement or any rights or
----------
obligations hereunder without the prior written consent of the other party
hereto, and any such attempted assignment without such prior written
consent shall be void and of no force and effect; provided, however, that
-------- -------
no such assignment shall reduce or otherwise vitiate any of the obligations
of any other party hereunder. This Agreement shall inure to the benefit of
and shall be binding upon the successors of the parties hereto.
M. Headings. The headings in this Agreement are for convenience only and
--------
shall not affect its interpretation.
N. Preparation. This Agreement has been jointly prepared by the parties
-----------
hereto and the terms hereof will not be construed in favor of or against
either party by reason of its participation in such preparation.
O. Reasonableness. Each of the parties will act reasonably and in good
--------------
faith on all matters within the terms of this Agreement.
P. Notices. All notices, requests, demands, approvals and other
-------
communications under this Agreement shall be in writing and shall be deemed
to have been duly given upon receipt. Notices shall be directed to the
following addresses:
If to MetLife: Fred P. Hauser
Senior Vice-President and Controller
Metropolitan Life Insurance Company
New York, N.Y. 10010
If to NELICO: H. James Wilson
Secretary
New England Life Insurance Company
501 Boylston Street
Boston, MA 02116
<PAGE>
Any party may, by notice given in accordance with this Agreement designate
another address or person for receipt of notices hereunder.
IN WITNESS WHEREOF, this Agreement has been duly executed.
METROPOLITAN LIFE INSURANCE COMPANY
Date: 7/1/96 By: [SIGNATURE APPEARS HERE]
---------------- ---------------------------
NEW ENGLAND VARIABLE LIFE
INSURANCE COMPANY
Date: By:
---------------- ---------------------------
<PAGE>
Any party may, by notice given in accordance with this Agreement designate
another address or person for receipt of notices hereunder.
IN WITNESS WHEREOF, this Agreement has been duly executed.
METROPOLITAN LIFE INSURANCE COMPANY
Date: By:
---------------- ---------------------------
NEW ENGLAND VARIABLE LIFE
INSURANCE COMPANY
Date: 6-28-96 By: [SIGNATURE APPEARS HERE]
---------------- ---------------------------
<PAGE>
EXHIBIT 99.8(IV)
ASSIGNMENT OF PARTICIPATION AGREEMENT AMONG
VARIABLE INSURANCE PRODUCTS FUND
FIDELITY DISTRIBUTORS CORPORATION
and
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
WHEREAS, NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY (the "Company"),
VARIABLE INSURANCE PRODUCTS FUND (the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION ("Fidelity") have previously entered into a Participation Agreement
effective April 30, 1993, as amended on December 15, 1994 (the "Agreement"); and
WHEREAS, the Company has agreed to merge with and into Metropolitan Life
Insurance Company, a New York corporation with its principal place of business
at One Madison Avenue, New York, New York 10010 ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife will assume
ownership of the assets in the Company's segregated asset account, identified in
Schedule A to the Agreement (the "Account"), and will assume all of the
Company's liabilities and obligations under the variable annuity contracts
issued by the Company and the Account; and
WHEREAS, the Company desires to assign, and MetLife desires to assume, all
of the Company's interests, rights and obligations under the Agreement; and
WHEREAS, Section 12.9 of the Agreement provides generally that the
Agreement may not be assigned without the prior written consent of the Company,
the Fund and Fidelity;
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company, the Fund and Fidelity consent to the assignment to MetLife
of all of the Company's interests, rights and obligations under the Agreement,
effective as of the date the Company merges with and into MetLife.
2. MetLife agrees to assume all of the Company's interests, rights and
obligations under the Agreement, effective as of the date the Company merges
with and into MetLife.
3. The Agreement is amended so that each reference to "New England Mutual
Life Insurance Company" or "the Company" is now a reference to MetLife.
1
<PAGE>
4. Section 2.1 of the Agreement is amended by replacing the phrase
"Section 132G of Chapter 175 of the Insurance Code of the Commonwealth of
Massachusetts" with the phrase "applicable state insurance law."
IN WITNESS WHEREOF we have set our hands as of the 23rd day of August,
1996.
NEW ENGLAND MUTUAL LIFE METROPOLITAN LIFE INSURANCE
INSURANCE COMPANY COMPANY
By: /s/ Anne M. Goggin By: /s/ Christopher P. Nicholas
--------------------------- ----------------------------
Name: Name:
--------------------------- ----------------------------
Title: Vice President and Counsel Title: Associate General Counsel
--------------------------- ----------------------------
VARIABLE INSURANCE PRODUCTS FIDELITY DISTRIBUTORS
FUND CORPORATION
By: /s/ J. Gary Burkhead By: /s/ Neal Litvack
----------------------- -----------------------
Name: Name:
----------------------- -----------------------
Title: Senior Vice President Title: President
----------------------- -----------------------
2
<PAGE>
EXHIBIT 99.9
Metropolitan Life Insurance Company
One Madison Avenue, New York, New York 10010
[LOGO OF METLIFE
APPEARS HERE]
Christopher P. Nicholas
Associate General Counsel
Law Department
August 30, 1996
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
This opinion is furnished in connection with the filing with the Securities
and Exchange Commission of Registration Statement on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940. This Registration
Statement is being filed by The New England Variable Account (the "Account")
with respect to individual variable annuity contracts (the "Contracts") issued
by Metropolitan Life Insurance Company ("Metropolitan Life").
I have made such examination of the law and examined such corporate records
and such other documents as in my judgment are necessary and appropriate to
enable me to render the following opinion that:
1. Metropolitan Life has been duly organized under the laws of the State
of New York and is a validly existing corporation.
2. The Account is validly existing as a separate account pursuant to
Section 4240 of Chapter 28 of the Consolidated Laws of New York.
3. The portion of the assets to be held in the Account equal to the
reserves and other liabilities under the Contracts and under other variable
annuity contracts the purchase payments of which may be allocated to the Account
is not chargeable with liabilities arising out of any other business
Metropolitan Life may conduct.
4. The Contracts, when issued as contemplated by the Registration
Statement and in compliance with applicable local law, will constitute legal,
validly issued and binding obligations of Metropolitan Life in accordance with
their terms.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Statement of Additional Information contained in the
Registration Statement on Form N-4.
Very truly yours,
/s/ Christopher P. Nicholas
Christopher P. Nicholas
Associate General Counsel
cc: Gary A. Beller, Esq.
<PAGE>
Exhibit 99.10(i)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form N-4 of
our report dated February 10, 1996, on our audits of the financial statements of
The New England Variable Account of New England Mutual Life Insurance Company as
of December 31, 1995, and for the indicated periods then ended, which are
included in the "Statement of Additional Information." We also consent to the
inclusion of our report dated February 5, 1996, on our audits of the financial
statements of New England Mutual Life Insurance Company as of December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
which are included in the "Statement of Additional Information." We also
consent to the reference to our Firm under the caption "Experts" in the
"Statement of Additional Information" in this Registration Statement.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 27, 1996
<PAGE>
Exhibit 99.10(ii)
INDEPENDENT AUDITORS' CONSENT
Metropolitan Life Insurance Company:
We consent to the use in this Registration Statement of The New England
Variable Account on Form N-4 of our report dated February 9, 1996 relating to
the Metropolitan Life Insurance Company appearing in the Statement of Additional
Information which is a part of such Registration Statement and to the
reference to us under the heading "Experts" in such Statement of Additional
Information.
DELOITTE & TOUCHE L.L.P.
New York, New York
August 30, 1996
<PAGE>
Exhibit 99.10(iii)
[LETTERHEAD OF SUTHERLAND, ASBILL & BRENNAN]
August 30, 1996
Board of Directors
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of the
Registration Statement on Form N-4 for New England Variable Account filed with
the Securities and Exchange Commission today. By giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
By /s/ Stephen E. Roth
-----------------------
Stephen E. Roth
<PAGE>
Exhibit 99.14
(Exhibit 99.17
on Form N-3)
POWER OF ATTORNEY
-----------------
Hugh B. Price
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Hugh B. Price
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
John B. M. Place
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ John B. M. Place
---------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Richard J. Mahoney
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Richard J. Mahoney
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
John J. Phelan, Jr.
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ John J. Phelan, Jr.
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Allen E. Murray
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Allen E. Murray
-----------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Robert G. Schwartz
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Robert G.Schwartz
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Ruth J. Simmons
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of May, 1996.
----
/s/ Ruth J. Simmons
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
William S. Sneath
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ W. S. Sneath
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
John R. Stafford
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ John R. Stafford
------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
James R. Houghton
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ James R. Houghton
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Helene L. Kaplan
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of May, 1996.
----
/s/ Helene L. Kaplan
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Curtis H. Barnette
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Curtis H. Barnette
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Joan Ganz Cooney
Director
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Joan Ganz Cooney
---------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Harry P. Kamen
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that I, an officer and director of
Metropolitan Life Insurance Company, do hereby appoint Richard M. Blackwell,
Christine N. Markussen, Richard G. Mandel and Christopher P. Nicholas, and each
of them severally, my true and lawful attorney-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed by said Company under the
Securities Act of 1933 and/or the Investment Company Act of 1940, in connection
with The New England Variable Account, New England Variable Annuity Fund I or
New England Retirement Investment Account of said Company, and to have full
power and authority to do or cause to be done in my name, place and stead each
and every act and thing necessary or appropriate in order to effectuate the
same, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact or any of them,
may do or cause to be done by virtue hereof. Each said attorney-in-fact shall
have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of May, 1996.
----
/s/ Harry P. Kamen
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Theodossios Athanassiades
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that I, an officer and director of
Metropolitan Life Insurance Company, do hereby appoint Richard M. Blackwell,
Christine N. Markussen, Richard G. Mandel and Christopher P. Nicholas, and each
of them severally, my true and lawful attorney-in-fact, for me and in my name,
place and stead to execute and file any instrument or document to be filed as
part of or in connection with or in any way related to the Registration
Statements and any and all amendments thereto, filed by said Company under the
Securities Act of 1933 and/or the Investment Company Act of 1940, in connection
with The New England Variable Account, New England Variable Annuity Fund I or
New England Retirement Investment Account of said Company, and to have full
power and authority to do or cause to be done in my name, place and stead each
and every act and thing necessary or appropriate in order to effectuate the
same, as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact or any of them,
may do or cause to be done by virtue hereof. Each said attorney-in-fact shall
have power to act hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ T. Athanassiades
-----------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Stewart G. Nagler
Officer
KNOW ALL MEN BY THESE PRESENTS, that I, an officer of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of May, 1996.
----
/s/ Stewart Nagler
---------------------------
Signature
<PAGE>
POWER OF ATTORNEY
-----------------
Frederick P. Hauser
Officer
KNOW ALL MEN BY THESE PRESENTS, that I, an officer of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with The New
England Variable Account, New England Variable Annuity Fund I or New England
Retirement Investment Account of said Company, and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. Each said attorney-in-fact shall have power to act
hereunder with or without the others.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1996.
----
/s/ Frederick P. Hauser
----------------------------
Signature
