File Nos. 33-61643
811-8698
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. ____ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. 5 [X]
(Check appropriate box or boxes.)
C.M. Multi-Account A
____________________
(Exact Name of Registrant)
C.M. LIFE INSURANCE COMPANY
___________________________
(Name of Depositor)
140 Garden Street, Hartford, Connecticut 06154
________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)
<PAGE>
Depositor's Telephone Number, including Area Code (203) 987-6500
______________
Name and Address of Agent for Service
_____________________________________
Katherine McG. Sullivan
Senior Vice President and General Counsel
C.M. Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Copies to:
Judith A. Hasenauer and Michael Chong, Assistant General Counsel
Blazzard, Grodd & Hasenauer, P.C. C.M. Life Insurance Company
P.O. Box 5108 140 Garden Street
Westport, CT 06881 Hartford, Connecticut 06154
(203) 226-7866 (203) 987-8211
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Filing.
Calculation of Registration Fee under the Securities Act of 1933:
$500 - Registrant is registering an indefinite number of securities under the
Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2.
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), may determine.
<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
(required by Rule 495)
<S> <C> <C>
Item No. Location
- -------- --------
PART A
Item 1. Cover Page................................... Cover Page
Item 2. Definitions.................................. Definitions
Item 3. Synopsis..................................... Highlights
Item 4. Condensed Financial Information.............. Not Applicable
Item 5. General Description of Registrant,
Depositor, and Portfolio Companies........... The Company; The
Separate Account;
Insurance Investment
Products Trust
Item 6. Deductions and Expenses...................... Charges and
Deductions
Item 7. General Description of Variable
Annuity Contracts............................ The Contracts
Item 8. Annuity Period............................... Annuity Provisions
Item 9. Death Benefit................................ Proceeds Payable on
Death
Item 10. Purchases and Contract Value................. Purchase Payments
and Contract Value
Item 11. Redemptions.................................. Withdrawals
Item 12. Taxes........................................ Tax Status
Item 13. Legal Proceedings............................ Legal Proceedings
Item 14. Table of Contents of the Statement
of Additional Information.................... Table of Contents of
the Statement of
Additional Information
</TABLE>
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<TABLE>
<CAPTION>
CROSS REFERENCE SHEET CONT'D
(required by Rule 495)
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PART B
Item 15. Cover Page.................................... Cover Page
Item 16. Table of Contents............................. Table of Contents
Item 17. General Information and History............... The Company
Item 18. Services...................................... Not Applicable
Item 19. Purchase of Securities Being Offered.......... Not Applicable
Item 20. Underwriters.................................. Distributor
Item 21. Calculation of Performance Data............... Performance
Information
Item 22. Annuity Payments.............................. Annuity Provisions
Item 23. Financial Statements.......................... Financial Statements
PART C
</TABLE>
Information required to be included in Part C is set forth under the
appropriate Item so numbered in Part C to this Registration Statement.
<PAGE>
PART A
<PAGE>
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
C.M. MULTI-ACCOUNT A
AND
C.M. LIFE INSURANCE COMPANY
140 GARDEN STREET, HARTFORD, CONNECTICUT 06154, (203) 987-6500
ANNUITY SERVICE CENTER
P.O. BOX XXXXXX, KANSAS CITY, MO 64141, (800)XXX-XXXX
OR
301 WEST 11TH STREET, FOURTH FLOOR, KANSAS CITY, MO 64105
The Individual Deferred Variable Annuity Contracts with Flexible Purchase
Payments (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values on a variable basis and payment of annuity
payments on a fixed and variable basis. The Contracts are designed for use by
individuals in retirement plans on a Qualified or Non-Qualified basis. (See
"Definitions" on Page __.) The minimum initial Purchase Payment is $100,000.
Purchase Payments for the Contracts will be allocated to a segregated
investment account of C.M. Life Insurance Company (the "Company") which
account has been designated C.M. Multi-Account A (the "Separate Account").
Under certain circumstances, however, Purchase Payments may initially be
allocated to the Money Sub-Account of the Separate Account during the
Right to Examine Contract Period. (See "Highlights" on Page __.) The Separate
Account invests in shares of the Oppenheimer Money Fund of the Oppenheimer
Variable Account Funds and The OFFITBANK Variable Insurance Fund, Inc.
("OFFITBANK VIF") with its three Funds: OFFITBANK VIF - High Yield Fund,
OFFITBANK VIF - Investment Grade Global Debt Fund and OFFITBANK VIF - Emerging
Markets Fund. (See "Eligible Investments" on Page __.)
This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information 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 can be found
on Page __ of this Prospectus. For the Statement of Additional Information,
call (800) XXX-XXXX or write to the Distributor: Connecticut Mutual Financial
Services, LLC, 140 Garden Street, Hartford, Connecticut 06154.
ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO C.M. LIFE INSURANCE
COMPANY AT ITS ANNUITY SERVICE CENTER.
This Prospectus and the Statement of Additional Information are dated _______,
1995.
<PAGE>
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 CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF
THE CONTRACT OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE
SURRENDERED, THE VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENT.
This Prospectus should be kept for future reference.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
----
DEFINITIONS
HIGHLIGHTS
C.M. MULTI-ACCOUNT A FEE TABLE
THE COMPANY
THE SEPARATE ACCOUNT
ELIGIBLE INVESTMENTS
The OFFITBANK Variable Insurance Fund, Inc.
Connecticut Mutual Financial Services Series Fund I, Inc. -
Money Market Portfolio
Voting Rights
Substitution of Securities
CHARGES AND DEDUCTIONS
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Annual Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Eligible Investments Expenses
Deduction for Transfer Fee
THE CONTRACTS
Contract Owner
Joint Contract Owners
Annuitant
Assignment
PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Contract Value
Accumulation Units
Accumulation Unit Value
TRANSFERS
Transfers During the Accumulation Period
Transfers During the Annuity Period
WITHDRAWALS
Systematic Withdrawals
Suspension or Deferral of Payments
PROCEEDS PAYABLE ON DEATH
Death of Contract Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Contract Owner During the Annuity Period
Death of Annuitant
<PAGE>
Payment of Death Benefit
Beneficiary
Change of Beneficiary
ANNUITY PROVISIONS
Annuity Guidelines
Annuity Payments
Fixed Annuity
Variable Annuity
Annuity Units and Payments
Annuity Unit Value
Annuity Options
Annuity Option A - Life Income
Annuity Option B - Life Income with Period Certain
Annuity Option C - Joint and Last Survivor Payments
Annuity Option D - Joint and 2/3rds Survivor Annuity
Annuity Option E - Period Certain
Annuity Option F - Special Income Settlement Agreement
DISTRIBUTOR
PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts
TAX STATUS
General
Diversification
Multiple Contracts
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts
Contracts Owned by Other Than Natural Persons
FINANCIAL STATEMENTS
LEGAL PROCEEDINGS
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
</TABLE>
<PAGE>
DEFINITIONS
ACCUMULATION PERIOD: The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.
ACCUMULATION UNIT: A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.
AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined. For purposes of contract
issuance, age shall be considered that which was achieved on the Contract
Owner's or Annuitant's last birthday.
ANNUITANT: The primary person upon whose life Annuity Payments are to be
made. For purposes of applicable Contract provisions, on or after the Annuity
Date, reference to the Annuitant also includes any joint Annuitant.
ANNUITY DATE: The date on which Annuity Payments begin.
ANNUITY PAYMENTS: The series of payments that will begin on the Annuity Date.
ANNUITY OPTIONS: Options available for Annuity Payments.
ANNUITY PERIOD: The period which begins on the Annuity Date and ends with the
last Annuity Payment.
ANNUITY RESERVE: The assets which support a variable Annuity Option during
the Annuity Period.
ANNUITY SERVICE CENTER: The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under a Contract are payable only at the Annuity
Service Center.
ANNUITY UNIT: A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.
BENEFICIARY: The person(s) or entity(ies) designated to receive the death
benefit provided by the Contract.
CONTRACT ANNIVERSARY: An anniversary of the Issue Date of the Contract.
CONTRACT OWNER: The person(s) or entity(ies) entitled to the ownership rights
stated in the Contract.
<PAGE>
CONTRACT VALUE: The sum of the Contract Owner's interest the Sub-Accounts of
the Separate Account during the Accumulation Period.
CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each anniversary of the
Issue Date.
ELIGIBLE INVESTMENT: An investment entity into which assets of the Separate
Account will be invested.
FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.
ISSUE DATE: The date on which the Contract became effective.
NON-QUALIFIED CONTRACTS: Contracts issued under Non-Qualified Plans which do
not receive favorable tax treatment under Sections 401 or 408 of the Internal
Revenue Code of 1986, as amended (the "Code").
PREMIUM TAX: A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when a Contract is
surrendered.
PURCHASE PAYMENT: During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to the Contract.
QUALIFIED CONTRACTS: Contracts issued under Qualified Plans which receive
favorable tax treatment under Sections 401 or 408 of the Code.
SEPARATE ACCOUNT: The Company's Separate Account designated as C.M.
Multi-Account A.
SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an available Eligible
Investment or a portfolio or fund of an Eligible Investment. Currently, the
Eligible Investments available for the Contracts offered hereby are the Funds
of the OFFITBANK Variable Insurance Fund, Inc. and the Oppenheimer Money Fund
of the Oppenheimer Funds.
VALUATION DATE: Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for business. See the
Prospectuses for the Eligible Investments.
<PAGE>
VALUATION PERIOD: The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of business for the
next succeeding Valuation Date.
VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.
WRITTEN REQUEST: A request or notice in writing, in a form satisfactory to
the Company, which is received by the Annuity Service Center.
HIGHLIGHTS
GENERAL
Purchase Payments for the Contracts will be allocated to a segregated
investment account of C.M. Life Insurance Company (the "Company") which
account has been designated C.M. Multi-Account A (the "Separate Account").
Under certain circumstances, however, Purchase Payments may initially be
allocated to the Money Market Sub-Account of the Separate Account (see below).
The Separate Account invests in shares of the Oppenheimer Money Fund of the
Oppenheimer Funds and The OFFITBANK Variable Insurance Fund, Inc. With its
three Funds: OFFITBANK VIF - High Yield Fund, OFFITBANK VIF - Investment
Grade Global Debt Fund and OFFITBANK VIF - Emerging Market Fund.
(See "Eligible Investments" on Page __). Contract Owner(s) bear the
investment risk for all amounts allocated to the Separate Account.
RIGHT TO EXAMINE CONTRACT
The Contract may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with
respect to the circumstances described in (c) below) after its receipt by the
Contract Owner ("Right to Examine Contract"). It may be returned to the
Company at its Annuity Service Center. When the Contract is received at the
Annuity Service Center, it will be voided as if it had never been in force.
Upon its return, the Company will refund the Contract Value next computed
after receipt of the Contract by the Company at its Annuity Service Center
except in the following circumstances: (a) where the Contract is purchased
pursuant to an Individual Retirement Annuity; (b) in those states which
require the Company to refund Purchase Payments, less withdrawals; or (c) in
the case of Contracts (including Contracts purchased pursuant to an Individual
Retirement Annuity) which are deemed by certain states to be replacing an
existing annuity or insurance contract and which require the Company to refund
Purchase Payments, less withdrawals. With respect to the circumstances
described in (a), (b) and (c) above, the Company will refund the greater of
Purchase Payments, less any withdrawals, or the Contract Value, and will
allocate initial Purchase Payments to the Money Market Sub-Account until the
<PAGE>
expiration of fifteen (15) days from the Issue Date (or twenty-five (25) days
in the case of Contracts described under (c) above). Upon the expiration of
the fifteen days (15) day period (or twenty-five (25) day period with respect
to Contracts described under (c)), the Sub-Account value of the Money Market
Sub-Account will be allocated to the Separate Account in accordance with the
election made by the Contract Owner in the Application.
CHARGES AND DEDUCTIONS
MORTALITY AND EXPENSE RISK CHARGE. Each Valuation Period, the Company
deducts a Mortality and Expense Risk Charge which is currently equal, on an
annual basis, to 0.38% of the average daily net asset value of the Separate
Account. The Company may increase this charge to an amount not to exceed 1.25%
of the average daily net asset value of the Separate Account. This charge
compensates the Company for assuming the mortality and expense risks under
the Contracts. (See "Charges and Deductions - Deduction for Mortality and
Expense Risk Charge" on Page ___.)
ADMINISTRATIVE CHARGE. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to .01% of
the average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed .25% of the average daily
net asset value of the Separate Account. This charge compensates the
Company for costs associated with the administration of the Contracts and
the Separate Account. (See "Charges and Deductions - Deduction for
Administrative Charge" on Page __.)
ANNUAL CONTRACT MAINTENANCE CHARGE. Currently, there is an Annual
Contract Maintenance Charge of $35 deducted on the last day of the Contract
Year. The Company may increase this charge to an amount not to exceed $60 per
Contract Year. The Annual Contract Maintenance Charge will be deducted from
the Sub-Accounts in the same proportion that the amount of the Contract
Value in each Sub-Account bears to the total Contract Value. If the Annuity
Date is not the last day of the Contract Year, then a pro-rata portion of the
Annual Contract Maintenance Charge will be deducted on the Annuity Date.
During the Annuity Period, unless otherwise elected the Annual Contract
Maintenance Charge will be deducted pro-rata from Annuity Payments and will
result in a reduction of each Annuity Payment.
PREMIUM TAXES. Premium Taxes are charged against Premium Payments or
Contract Values. (See "Charges and Deductions - Deduction for Premium and
Other Taxes" on Page __.) The Company currently intends to charge for any
Premium Taxes when due.
TRANSFER FEE. Under certain circumstances, a Transfer Fee may be
assessed during the Accumulation Period when a Contract Owner makes a transfer
from one Sub-Account to another Sub-Account or during the Annuity Period when
a Contract Owner makes a transfer from one Sub-Account to another Sub-Account
<PAGE>
or from a Sub-Account to the General Account. (See "Charges and Deductions -
Deduction for Transfer Fee" on Page __.)
FEDERAL INCOME TAX PENALTY
There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Contracts. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Contract Owner; (c) if the taxpayer is
totally disabled (for this purpose disability is as defined in Section
72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity; or (f) which are allocable to purchase payments made prior to August
14, 1982. For federal income tax purposes, withdrawals are deemed to be on a
last-in, first-out basis. Separate tax withdrawal penalties and restrictions
apply to Qualified Contracts. (See "Tax Status - Tax Treatment of Withdrawals
- - Qualified Contracts" on Page __.) For a further discussion of the taxation
of the Contracts, see "Tax Status" on Page __.
See "Tax Status - Diversification" on Page ___ for a discussion of owner
control of the underlying investments in a variable annuity contract.
THE CONTRACT
TRANSFERS. Subject to the conditions imposed on such transfers by the
Company, Contract Owners may make unlimited transfers between Sub-Accounts
during the Accumulation Period and six (6) transfers per calendar year during
the Annuity Period. The Company reserves the right to further limit the
number of transfers in the future. The Contract provides for twelve (12) free
transfers per calendar year during the Accumulation Period and six (6) free
transfers per calendar year during the Annuity Period. Transfers made in
excess of the number of free transfers will result in the imposition of the
transfer fee. During the Annuity Period, the Contract Owner may, once each
Contract Year, make a transfer from one or more Sub-Accounts to the General
Account. However, transfers cannot be made from the General Account to the
Separate Account. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. (See "Transfers" on Page __.)
WITHDRAWALS. Subject to certain minimums imposed on such withdrawals by
the Company, the Contract Owner may, during the Accumulation Period, upon
Written Request, make a total or partial withdrawal of the Contract Withdrawal
Value. (See Withdrawals on Page ___.) Tax penalties may apply. (See Tax
Status on Page ___.)
DEATH BENEFIT. The death benefit during the Accumulation Period will be
the Contract Value. (See "Proceeds Payable on Death" on Page __ for an
additional discussion.)
<PAGE>
ANNUITY OPTIONS. There are six (6) Annuity Options available for the
Contract Owner to choose from. The Contract Owner may elect to have the
Contract Value applied to provide a Variable Annuity, a Fixed Annuity, or a
combination Fixed and Variable Annuity. (See "Annuity Provisions" on Page __
for a further discussion.)
MAXIMUM ISSUE AGES. The maximum issue age is 85. This restriction
applies at the time of Contract issue and upon any change in Contract Owner or
Annuitant during the Accumulation Period and applies to both the Contract
Owner and the Annuitant. For Joint Contract Owners all provisions which are
based upon age, including the maximum issue age, are based on the age of the
older of the Joint Contract Owners.
C.M. MULTI-ACCOUNT A FEE TABLE (See Note 1 Below.)
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<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES
<S> <C>
There are no sales loads assessed
against Purchase Payments or amounts
withdrawn. (See Note 2 below.)
Transfer Fee (See Note 3 No charge is imposed for the
below.) first 12 transfers in a calendar
year during the Accumulation
Period. Only 6 transfers in a
calendar year during the Annuity
Period are permitted (6 transfers are
free). The Fee is the lesser of $20
or 2% of the amount transferred.
Annual Contract Maintenance 35 per Contract per Contract
Charge Year.
(See Note 4 below.)
</TABLE>
<TABLE>
<CAPTION>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
<S> <C>
Mortality and Expense Risk Charge (See Note 0.38%
5 below.)
Administrative Charge (See Note 0.01%
6 below.) -----
Total Separate Account Annual Expenses 0.39%
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<TABLE>
<CAPTION>
ELIGIBLE INVESTMENT'S ESTIMATED ANNUAL EXPENSES FOR 1995
(as a percentage of the average net assets of a Fund or Portfolio)
<S> <C> <C> <C>
Fund
Advisory Other Operating
Fees Expenses Expenses
--------- --------- ----------
OFFITBANK VIF - Investment Grade Global 0.XX% 0.XX% 0.XX%
Debt Fund
OFFITBANK VIF - Emerging Markets Fund 0.XX% 0.XX% 0.XX%
OFFITBANK VIF - High Yield Fund 0.XX% 0.XX% 0.XX%
Oppenheimer Money Fund 0.XX% 0.XX% 0.XX%
</TABLE>
(See the Prospectuses for the Eligible Investments for more information.)
EXAMPLES
A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and assuming that the same Fund or
Portfolio expenses as shown above for the periods shown in the examples,
regardless of whether the Contract is fully surrendered at the end of each
time period, or if the Contract is not surrendered, or if the Contract is
annuitized.
<TABLE>
<CAPTION>
<S> <C> <C>
1 year 3 years
------- --------
OFFITBANK VIF - Investment Grade Global Debt Fund $ __ $ __
OFFITBANK VIF - Emerging Markets Fund $ __ $ __
OFFITBANK VIF - High Yield Fund $ __ $ __
Oppenheimer Money Fund $ __ $ __
</TABLE>
NOTES TO FEE TABLE AND EXAMPLES
1. The purpose of the Fee Table is to assist Contract Owners in
understanding the various costs and expenses that a Contract Owner will incur
directly or indirectly. The Examples assume an average Contract Value of
<PAGE>
$100,000. The Fee Table reflects expenses of the Separate Account as well as
the Eligible Investments. For additional information, see "Charges and
Deductions" in this Prospectus and the Prospectuses for the Eligible
Investments.
2. The Contracts are offered without the imposition of a front-end sales
load or a back-end sales load (often referred to as a contingent deferred
sales load).
3. Transfers made by the Company at the end of the Right to Examine
Contract period will not be counted in determining the application of the
Transfer Fee. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. All transfers made during a Valuation Period are deemed to be
one transfer.
4. Currently, the Annual Contract Maintenance Charge is $35 each
Contract Year and is deducted on the last day of the Contract Year. The
Company may increase this charge to an amount not to exceed $60 per Contract
Year. If a total withdrawal is made on other than the last day of the
Contract Year, the full Annual Contract Maintenance Charge will be deducted
at the time of the total withdrawal. The Annual Contract Maintenance Charge
will be deducted from Sub-Accounts in the same proportion that the amount
of the Contract Value in each Sub-Account bears to the total Contract Value.
If the Annuity Date is not the last day of the Contract Year, then a
pro-rata portion of the Annual Contract Maintenance Charge will be deducted
on the Annuity Date. During the Annuity Period, unless the Annual Contract
Maintenance Charge will be deducted pro-rata from Annuity Payments
regardless of Contract size and will result in a reduction of each Annuity
Payment. (See "Charges and Deductions - Deduction for Annual Contract
Maintenance Charge" on Page __.) The examples reflect the $35 Annual
Contract Maintenance Charge as an annual charge of .0XX% of assets, based on
an anticipated average Contract Value of $100,000.
5. The current Mortality and Expense Risk Charge is equal on an annual
basis to 0.38% of the average daily net asset value of the Separate Account.
The Company may increase this charge to an amount not to exceed 1.25% of the
average daily net asset value of the Separate Account.
6. The current Administrative Charge is equal on an annual basis to
.01% of the average daily net asset value of the Separate Account. The
Company may increase this charge to an amount not to exceed .25% of the
average daily net asset value of the Separate Account.
7. Premium Taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes" on Page __.)
8. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE>
THE COMPANY
C.M. Life Insurance Company (the "Company"), 140 Garden Street, Hartford,
Connecticut 06154, is a stock life insurance company. It was chartered by a
special Act of the Connecticut General Assembly on April 25, 1980. It is
principally engaged in the sale of life insurance and annuities, and is
licensed in all states except New York. The Company is a wholly-owned
subsidiary of Connecticut Mutual Life Insurance Company ("Connecticut
Mutual"), the sixth oldest life insurance company in the United States, and
the first life insurance company formed in Connecticut. Connecticut Mutual
was chartered by a special Act of the Connecticut General Assembly in 1846,
and has continuously engaged in the insurance business since that time.
On September 13, 1995, Connecticut Mutual and Massachusetts Mutual Life
Insurance Company ("MassMutual") entered into a definitive merger agreement
pursuant to which Connecticut Mutual will merge with and into MassMutual.
Pending approval by the appropriate regulatory authorities in Connecticut
(Connecticut Mutual's domiciliary state) and Massachusetts (MassMutual's
domiciliary state) and the policyholders of the respective companies, the
merger will be consummated. If finalized, MassMutual will be the surviving
entity, and Connecticut Mutual's separate corporate existence will cease.
The newly formed entity will retain the name Massachusetts Mutual Life
Insurance Company. The Company will become a wholly-owned subsidiary of
the merged company. The proposed merger will have no effect on the rights
or benefits under any Contracts outstanding at the time of the merger.
THE SEPARATE ACCOUNT
The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Connecticut insurance law on August 3,
1994. This segregated asset account has been designated C.M. Multi-Account A
(the "Separate Account"). The Company has caused the Separate Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940, as
amended (the "1940 Act").
The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct.
Income, gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.
The Separate Account meets the definition of a "separate account" under
federal securities laws.
<PAGE>
The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Fund of The OFFITBANK Variable Insurance Fund,
Inc. (OFFITBANK VIF - High Yield Fund, OFFITBANK VIF - Investment Global Debt
Fund and OFFITBANK VIF - Emerging Markets Fund) or the Oppenheimer Money Fund
of the Oppenheimer Funds. There is no assurance that the investment
objectives of any of the Eligible Investments will be met. Contract Owners
bear the complete investment risk for Purchase Payments allocated to a
Sub-Account. Contract Values will fluctuate in accordance with the investment
performance of the Sub-Accounts to which Purchase Payments are allocated, and
in accordance with the imposition of the fees and charges assessed under the
Contracts.
ELIGIBLE INVESTMENTS
The following are the current Eligible Investments and individual Funds or
Portfolios of the Eligible Investments that can be selected as the underlying
investments of the Contract. While a brief summary of the various investment
objectives is set forth below, more comprehensive information, including a
discussion of potential risks, is found in the current Prospectus for each of
the Eligible Investments which are included with this Prospectus.
THE OFFITBANK VARIABLE INSURANCE FUND, INC.
The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK Fund") is a newly
organized open-end, management investment company consisting of three separate
investment portfolios (the "Funds"). OFFITBANK, a trust company specializing
in global fixed income management, serves as the Funds' investment adviser.
OFFITBANK's address is 237 Park Avenue, Suite 910, New York, New York 10017.
The Funds and their investment objectives and policies are as follows:
OFFITBANK VIF - HIGH YIELD FUND. This Fund seeks high current income with
capital appreciation as a secondary objective. The Fund invests, under normal
circumstances, at least 65% of its total assets in U.S. corporate fixed income
securities rated below investment grade offering potential returns that are
sufficiently high to justify the greater investment risks.
OFFITBANK VIF - INVESTMENT GRADE GLOBAL DEBT FUND. This Fund seeks a
competitive fixed-income total investment return by investing, under normal
circumstances, at least 75% of its total assets in a wide range of investment
grade debt securities issued anywhere in the world, including the United
States, and denominated in any currency, including U.S. dollars. Up to 25% of
the Fund's total assets may be invested in below investment grade debt
securities.
OFFITBANK VIF - EMERGING MARKETS FUND. This Fund seeks to provide investors
with a competitive total investment return by focusing on current yield and
opportunities for capital appreciation primarily by investing in corporate and
<PAGE>
sovereign debt securities of emerging market countries. Under normal
circumstances, the Fund will invest at least 80% of its total assets in debt
instruments, but may invest up to 20% of its total assets in equity
securities.
THE OFFITBANK VIF - HIGH YIELD FUND AND THE OFFITBANK VIF - EMERGING MARKETS
FUND MAY INVEST PRIMARILY IN, AND THE OFFITBANK VIF - INVESTMENT GRADE GLOBAL
DEBT FUND MAY INVEST UP TO 25% OF THEIR TOTAL ASSETS IN HIGH YIELD, HIGH
RISK CORPORATE DEBT SECURITIES AND SOVEREIGN DEBT OBLIGATIONS WHICH ARE
CONSIDERED SPECULATIVE AND SUBJECT TO CERTAIN RISKS.
OPPENHEIMER VARIABLE ACCOUNT FUND. Oppenheimer Funds is an open-end management
investment company. The Funds' investment adviser is Oppenheimer Management
Corporation ("Oppenheimer Management"), which (including a subsidiary) advises
investment company portfolios having over $29 billion in assets and with more
than 2.4 million shareholder accounts. Oppenheimer Management has operated as
an investment adviser since 1959. Oppenheimer Acquisition Corp., a holding
company that is owned in part by senior officers of Oppenheimer Management and
controlled by MassMutual. Oppenheimer Management's address is Two World
Center, New York, New York 10048.
OPPENHEIMER MONEY FUND. The Money Fund seeks the maximum current income from
investments in "money market" securities consistent with low capital risk and
the maintenance of liquidity. Its shares are neither insured nor guaranteed by
the U.S. government and there is no assurance that this Fund will be able to
maintain a stable net asset value of $1.00 per share.
VOTING RIGHTS
In accordance with its view of present applicable law, the Company will vote
the shares of the Eligible Investments held in the Separate Account at
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Separate Account. The Company will
vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. The Eligible Investments do not hold regular meetings
of shareholders.
The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of any of the Eligible Investments. Voting instructions
will be solicited by written communication at least ten (10) days prior to the
meeting.
SUBSTITUTION OF SECURITIES
If the shares of any Eligible Investment are no longer available for
investment by the Separate Account or, if in the judgment of the Company's
<PAGE>
Board of Directors, further investment in the shares should become
inappropriate in view of the purpose of the Contracts, the Company may limit
further purchase of such shares or may substitute shares of another Eligible
Investment for shares already purchased under the Contracts. No substitution
of securities may take place without prior approval of the Securities and
Exchange Commission and under the requirements it may impose.
CHARGES AND DEDUCTIONS
Various charges and deductions are made from the Contract Value and the
Separate Account. These charges and deductions are described below:
DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 0.38% of the average daily net asset
value of the Separate Account. The Company may increase this charge; however,
the maximum Mortality and Expense Risk Charge will not exceed 1.25% of the
average daily net asset value of the Separate Account. In the event of an
increase, the Company will give Contract Owners 90 days prior notice of the
increase. The mortality risks assumed by the Company arise from its
contractual obligation to make Annuity Payments after the Annuity Date
(determined in accordance with the Annuity Option chosen by the Contract
Owner) regardless of how long all Annuitants live. This assures that neither
an Annuitant's own longevity, nor an improvement in life expectancy greater
than expected, will have any adverse effect on the Annuity Payments the
Annuitant will receive under the Contract. Further, the Company bears a
mortality risk in that it guarantees the annuity purchase rates for the
Annuity Options under the Contract whether for a Fixed Annuity or a Variable
Annuity. Also, there is a mortality risk borne by the Company with respect to
the death benefit. The expense risk assumed by the Company is that all actual
expenses involved in administering the Contracts, including Contract
maintenance costs, administrative costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees and the costs of other services may
exceed the amount recovered from the Annual Contract Maintenance Charge and
the Administrative Charge.
If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.
DEDUCTION FOR ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge which is
equal, on an annual basis, to 0.01% of the average daily net asset value of
the Separate Account. The Company may increase this charge; however, the
maximum Administrative Charge will not exceed 0.25% of the average daily net
<PAGE>
asset value of the Separate Account. In the event of an increase, the Company
will give Contract Owners 90 days prior notice of the increase. This charge,
together with the Annual Contract Maintenance Charge (see below), is to
reimburse the Company for the expenses it incurs in the establishment and
maintenance of the Contracts and the Separate Account. These expenses include
but are not limited to: preparation of the Contracts, confirmation
statements, annual and periodic reports, maintenance of Contract Owner
records, maintenance of Separate Account records, administrative personnel
costs, mailing costs, data processing costs, legal fees, accounting fees,
filing fees, the costs of other services necessary for Contract Owner
servicing and all accounting, valuation, regulatory and reporting
requirements. Since this charge is an asset-based charge, the amount of the
charge attributable to a particular Contract may have no relationship to the
administrative costs actually incurred by that Contract. The Company does not
intend to profit from this charge.
This charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses.
DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE
Currently, the Annual Contract Maintenance Charge is $35 each Contract Year
and is deducted on the last day of the Contract Year. This charge may be
increased but it will not exceed $60 per Contract Year. In the event of an
increase, the Company will give Contract Owners 90 days prior notice of the
increase. If a total withdrawal is made on other than the last day of the
Contract Year, the full Annual Contract Maintenance Charge will be deducted at
the time of the total withdrawal. The Annual Contract Maintenance Charge will
be deducted from the Sub-Accounts in the same proportion that the amount of
the Contract Value in each Sub-Account bears to the total Contract Value. If
the Annuity Date is not the last day of the Contract Year, then a pro-rata
portion of the Annual Contract Maintenance Charge will be deducted on the
Annuity Date. During the Annuity Period, unless otherwise elected the Annual
Contract Maintenance Charge will be deducted pro-rata from Annuity Payments
and will result in a reduction of each Annuity Payment. The Company has set
this charge at a level so that, when considered in conjunction with the
Administrative Charge (see above), it will not make a profit from the charges
assessed for administration.
DEDUCTION FOR PREMIUM AND OTHER TAXES
Currently, any Premium Taxes relating to the Contracts will be deducted from
the Purchase Payments or from Contract Value when incurred. The Company will,
in its sole discretion, determine when Premium Taxes have resulted from: the
investment experience of the Separate Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. Premium Taxes
<PAGE>
generally range from 0% to 3.5%. The Company will deduct any withholding
taxes required by applicable law.
The Company reserves the right to establish a provision for federal income
taxes if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Separate Account. The Company will deduct for
any income taxes incurred by it as a result of the operation of the Separate
Account whether or not there was a provision for taxes and whether or not it
was sufficient. The Company is not currently making any provision for federal
income taxes.
DEDUCTION FOR ELIGIBLE INVESTMENT EXPENSES
There are other deductions from and expenses paid out of the assets of the
Eligible Investments, including amounts paid for advisory and operating fees,
which are described in the accompanying Prospectuses for the Eligible
Investments.
DEDUCTION FOR TRANSFER FEE
Subject to certain minimums and to any limitations imposed by the Company on
the number of transfers (currently, unlimited during the Accumulation Period
and six (6) during the Annuity Period) Contract Owners may transfer all or
part of the Contract Owner's interest in a Sub-Account to another Sub-Account
or during the Annuity Period from a Sub-Account to the General Account without
the imposition of any fee or charge if there have been no more than the number
of free transfers permitted. If more than the number of free transfers
(currently, 12 during the Accumulation Period, and 6 during the Annuity Period)
have been made, the Company will deduct a Transfer Fee for each subsequent
transfer permitted. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. Transfers made by the Company at the end of the Right to Examine
Contract period will not be counted in determining the application of the
Transfer Fee. All transfers made during a Valuation Period are deemed to be
one transfer.
THE CONTRACTS
CONTRACT OWNER
The Contract Owner is the person(s) or entity(ies) entitled to ownership
rights stated in the Contract. The Contract Owner is the person designated as
such on the Issue Date, unless changed.
Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any
prior designation of Contract Owner. The change will become effective as of
the date the Written Request is received. A new designation of Contract Owner
will not apply to any payment made or action taken by the Company prior to the
<PAGE>
time it was received. Any change of Contract Owner is subject to the
Company's underwriting rules then in effect. (See, "Tax Status - General,"
Page __.)
JOINT CONTRACT OWNERS
The Contract can be owned by Joint Contract Owners. If Joint Contract Owners
are named, any Joint Contract Owner must be the spouse of the other Contract
Owner. Upon the death of either Contract Owner, the surviving spouse will be
the Primary Beneficiary. Any other Beneficiary designation on record at the
time of death will be treated as a Contingent Beneficiary unless otherwise
indicated in a Written Request. Unless otherwise specified in the application
for the Contract, if there are Joint Contract Owners both signatures will be
required for all Contract Owner transactions except telephone transfers. If
the telephone transfer option is elected and there are Joint Contract Owners,
either Joint Contract Owner can give telephone instructions.
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Contract Owner at the Issue Date,
unless changed prior to the Annuity Date. The Annuitant may not be changed in
a Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect. In the case of
certain Qualified Contracts the Contract Owner must be the Annuitant.
ASSIGNMENT
A Written Request specifying the terms of an assignment of the Contract must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Contract by assignment, agreement, or
otherwise.
The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with the Company's consent.
If the Contract is assigned, the Contract Owner's rights may only be exercised
with the consent of the assignee of record.
The consent of any Irrevocable Beneficiaries is required before assignment of
proceeds can happen.
<PAGE>
PURCHASE PAYMENTS AND CONTRACT VALUE
PURCHASE PAYMENTS
Initial Purchase Payment is due on the Issue Date. The minimum initial
Purchase Payment the Company will accept is $100,000. The minimum subsequent
Purchase Payment the Company will accept is $10,000, unless the Contract Owner
has elected the automatic investment option in which case the Company will
accept a minimum of $5,000. The maximum total Purchase Payment is $5 million.
Purchase Payments above these amounts must be preapproved by the Company. The
Company reserves the right to reject any Application or Purchase Payment.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Contract Owner at the time the Contract is issued,
except in the circumstances described under "Right to Examine Contract," on
page __. In those circumstances, the Company will allocate initial Purchase
Payments to the Money Market Sub-Account until the expiration of the Right to
Examine Contract period. Upon expiration, the Contract Value will be
reallocated in accordance with the Contract Owner's selection. Unless
otherwise changed by Written Request by the Contract Owner, subsequent
Purchase Payments are allocated in accordance with the same selection as the
initial Purchase Payment.
There are currently no limitations on the number of Sub-Accounts that can be
selected by a Contract Owner. If allocations are made in percentages, whole
numbers must be used. If a percentage allocation is used, the smallest
percentage that can be used is 10%.
If the Purchase Payments and forms required to issue a Contract are in good
order, the initial Purchase Payment will be credited to the Contract within
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Contract as of the Valuation Period
when they are received. If the forms required to issue a Contract are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.
CONTRACT VALUE
The Contract Value is the sum of the Contract Owner's interest in the
Sub-Accounts of the Separate Account for any Valuation Date during the
Accumulation Period. It will fluctuate from one Valuation Period to the next,
and may be more or less than Purchase Payments made. The Contract Owner's
interest in a Sub-Account is determined by multiplying the number of
Accumulation Units credited to the Contract by the Accumulation Unit Value for
that Sub-Account.
<PAGE>
ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account
for all amounts allocated to or withdrawn from the Sub-Accounts of the
Separate Account as a result of Purchase Payments, withdrawals, transfers, or
fees and charges. The Company will determine the number of Accumulation Units
of a Sub-Account purchased or canceled. This will be done by dividing the
amount allocated to (or the amount withdrawn from) the Sub-Account by the
dollar value of one Accumulation Unit of the Sub-Account as of the end of the
Valuation Period during which the request for the transaction is received at
the Annuity Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are
determined for each Valuation Period by multiplying the Accumulation Unit
Value for the immediately preceding Valuation Period by the Net Investment
Factor for the Sub-Account for the current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by
B and subtracting C where:
A is (i) the net asset value per share of the fund or portfolio of an
Eligible Investment held by the Sub-Account for the current Valuation Period;
plus
(ii) any dividend per share declared on behalf of such fund or
portfolio of an Eligible Investment that has an ex-dividend date within the
current Valuation Period; less
(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance
of the Sub-Account.
B is the net asset value per share of the fund or portfolio held by the
Sub-Account for the immediately preceding Valuation Period.
C is the cumulative charge for the Mortality and Expense Risk Charge and
for the Administrative Charge.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
<PAGE>
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to certain limitations imposed by the Company on the number of
transfers (currently, unlimited) that can be made during the Accumulation
Period, the Contract Owner may transfer all or part of the Contract Owner's
interest in a Sub-Account by Written Request. No fee will be imposed if there
have been no more than the number of free transfers allowed (currently, twelve
(12) per calendar year). All transfers are subject to the following:
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, (see "Charges and Deductions - Deduction for
Transfer Fee," on Page __) for each subsequent transfer permitted. The
Transfer Fee will be deducted from the Contract Owner's interest in the
Sub-Account from which the transfer is made. However, if the Contract Owner's
entire interest in a Sub-Account is being transferred, the Transfer Fee will
be deducted from the amount which is transferred. If Contract Values are being
transferred from more than one Sub-Account, any Transfer Fee will be allocated
to those Sub-Accounts on a pro-rata basis in proportion to the amount
transferred from each Sub-Account.
2. The minimum amount which can be transferred is $10,000 (from one or
multiple Sub-Accounts) or the Contract Owner's entire interest in the
Sub-Account, if less. The minimum amount which must remain in a Sub-Account
after a transfer is $10,000 or $0 if the entire amount in the Sub-Account is
transferred.
3. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above. However, the Company has agreed to
give prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.
Contract Owners can elect to make transfers by telephone. To do so, Contract
Owners must submit a completed Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
by the Contract Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.
If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.
<PAGE>
TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Contract Owner may make transfers (currently,
six (6) per calendar year), by Written Request, as follows:
1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company on the number
of transfers (currently, six (6) transfers per calendar year) that can be made
during the Annuity Period. Currently, six (6) transfers permitted per calendar
year during the Annuity Period are free (no Transfer Fee will be imposed).
2. The Contract Owner may, once each Contract Year, make a transfer from
one or more Sub-Accounts to the General Account. The Contract Owner may not
make a transfer from the General Account to the Separate Account.
3. Transfers of Annuity Reserves between Sub-Accounts will be made by
converting the number of Annuity Units attributable to the Annuity Reserves
being transferred to the number of Annuity Units of the Sub-Account to which
the transfer is made, so that the next Annuity Payment if it were made at that
time would be the same amount that it would have been without the transfer.
Thereafter, Annuity Payments will reflect changes in the value of the new
Annuity Units.
The amount transferred to the General Account from a Sub-Account will be
based on the Annuity Reserves for the Contract Owner in that Sub-Account.
Transfers to the General Account will be made by converting the Annuity Units
being transferred to purchase fixed Annuity Payments under the Annuity Option
in effect and based on the Age of the Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is $10,000 or the
Contract Owner's entire interest in the Sub-Account, if less. The minimum
amount which must remain in a Sub-Account after a transfer is $10,000 or $0 if
the entire amount in the Sub-Account is transferred.
5. The Contract provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify
the transfer privilege described above. However, the Company has agreed to
give prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.
Contract Owners can elect to make transfers by telephone. To do so, Contract
Owners must complete a prior Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the
Company may be liable for any losses due to unauthorized or fraudulent
instructions. The Company may tape record all telephone instructions. The
Company will not be liable for any loss, liability, cost or expense incurred
<PAGE>
by the Contract Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.
If there are Joint Contract Owners, unless the Company is informed to the
contrary, telephone instructions will be accepted from either of the Joint
Contract Owners.
WITHDRAWALS
During the Accumulation Period, the Contract Owner may, upon a Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.
The Contract Withdrawal Value is:
<TABLE>
<CAPTION>
<C> <S>
1. The Contract Value as of the end of the Valuation Period
during which a Written Request for a withdrawal is received;
less
2. Any applicable Premium Taxes not previously deducted; less
3. The Annual Contract Maintenance Charge, if any; less
4. Any Purchase Payments credited to the Contract when based
upon checks that have not cleared the drawer bank.
</TABLE>
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Contract Owner's interest in the
Sub-Account bears to the total Contract Value. The Contract Owner must specify
by Written Request in advance which Sub-Account Units are to be canceled if
other than the above method is desired. If the Contract Owner makes a total
withdrawal, all of the Contract Owner's rights and interests in the Contract
will terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of
Payments provision is in effect (or unless a shorter period is required under
applicable law or regulation).
Each partial withdrawal must be for at least $10,000 or the Contract Owner's
entire interest in the Sub-Account, if less. The minimum Contract Value which
must remain in the Contract after a partial withdrawal is $50,000. The Company
reserves the right to limit the number of partial withdrawals that can be made
<PAGE>
from a Contract. Currently, there are no limitations on the number of partial
withdrawals.
Certain tax withdrawal penalties and restrictions may apply to withdrawals
from Contracts. (See "Tax Status" on Page __.)
SYSTEMATIC WITHDRAWALS
The Company permits a Systematic Withdrawal Plan which enables a Contract
Owner to pre-authorize (by providing the Company with a Written Request) a
periodic exercise of the contractual withdrawal rights. Systematic withdrawals
are made on any monthly date specified by the Contract Owner (or the next
following Valuation Date if the monthly date is not a Valuation Date). If no
start date is selected, the Company will automatically begin systematic
withdrawals within five (5) business days after the Written Request is
received. Contract Owners must be 59 1/2 or older to participate in the
program. A minimum Contract Value of $100,000 at the time the Systematic
Withdrawal Plan is elected is required. Certain tax penalties may apply to
withdrawals from the Contracts (see "Tax Status" - "Tax Treatment of
Withdrawals - Qualified Contracts" on Page __). Contract Owners can choose
the frequency at which withdrawals will be made, i.e., monthly, quarterly,
semi-annually or annually. The amount will be withdrawn proportionately from
each Sub-Account held under the Contract unless otherwise directed by the
Contract Owner.
Changes to selections made by the Contract Owner may be made by Written
Request. The Systematic Withdrawal Option will terminate if: (i) the total
Contract Value is withdrawn; (ii) the last withdrawal as selected by the
Contract Owner has been made; (iii) there is insufficient Contract Value in
the Sub-Account to complete the withdrawal; (iv) Annuity Payments have
commenced; or (v) a Written Request from the Contract Owner to terminate the
option has been received at the Annuity Service Center at least (5) business
days prior to the next withdrawal request. Owners who elect to terminate the
Systematic Withdrawal Plan may re-institute the Plan by Written Request.
Contract Owners currently participating in the automatic premium system may
not simultaneously participate in the Systematic Withdrawal Plan. All the
provisions relating to withdrawals contained in the Contract are applicable to
the Systematic Withdrawal Plan.
SUSPENSION OR DEFERRAL OF PAYMENTS
The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
1. The New York Stock Exchange is closed (other than
customary weekend and holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of
securities held in the Separate Account is not
reasonably practicable or it is not reasonably practicable
to determine the value of the Separate Account's
net assets; or
4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
Contract Owners;
</TABLE>
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
PROCEEDS PAYABLE ON DEATH
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD
Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Primary Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner,
the surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary, unless previously changed by
Written Request.
Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Contract Owner
he or she may elect to continue the Contract at the then current Contract
Value (which may be less than the Death Benefit) in his or her own name and
exercise all the Contract Owner's rights under the Contract. In the event of
the simultaneous death of Joint Contract Owners, death benefits will be
determined in accordance with state law.
<PAGE>
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Contract Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election of the payment
method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during
the Accumulation Period:
OPTION 1 - lump sum payment of the death benefit; or
OPTION 2 - the payment of the entire death benefit within five (5) years of
the date of the death of the Contract Owner; or
OPTION 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one (1) year
of the date of death of the Contract Owner or any Joint Contract Owner.
Any portion of the death benefit not applied under Option 3 within one (1)
year of the date of the Contract Owner's death, must be distributed within
five (5) years of the date of death.
A spousal Beneficiary may elect to continue the Contract in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected
during the sixty-day period beginning with the date of receipt by the Company
of proof of death.
DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD
If the Contract Owner or a Joint Contract Owner, who is not the Annuitant,
dies during the Annuity Period, any remaining payments under the Annuity
Option elected will continue to be made at least as rapidly as under the
method of distribution in effect at such Contract Owner's death. Upon the
death of a Contract Owner during the Annuity Period, the Beneficiary becomes
the Contract Owner.
<PAGE>
DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Contract Owner, during the
Accumulation Period, the Contract Owner may designate a new Annuitant, subject
to the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Contract Owner will become
the Annuitant. If the Contract Owner is a non-natural person, the death of
the Annuitant will be treated as the death of the Contract Owner and a new
Annuitant may not be designated. (See "Death of Contract Owner During
Accumulation Period" on Page __.)
Upon the death of the Annuitant on or after the Annuity Date, the death
benefit, if any, will be as specified in the Annuity Option elected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
<TABLE>
<CAPTION>
<C> <S>
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the finding of
death; or
3. any other proof satisfactory to the Company.
</TABLE>
All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.
BENEFICIARY
The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death benefit
will be paid in equal shares to the Beneficiary(ies) as follows:
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
1. to the Primary Beneficiary(ies) who survive the Contract Owner's and/or
the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none
3. to the estate of the Contract Owner.
</TABLE>
Beneficiaries may be named irrevocably. In that case a change of Beneficiary
requires the consent of any irrevocable Beneficiary. If an irrevocable
Beneficiary is named, the Contract Owner retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Contract Owner
may change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A
change may be made by Written Request. The change will take effect as of the
date the notice is signed. The Company will not be liable for any payment made
or action taken before it records the change.
ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once the Contract reaches the Annuity Date, the following guidelines apply:
1. The Contract Owner may elect to have the Contract Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and
Variable Annuity. If a combination is elected, the Contract Owner must specify
what part of the Contract Value is to be applied to the Fixed and Variable
options.
2. The amount applied to an Annuity Option on the Annuity Date,
excluding any death benefit proceeds applied to an Annuity Option, is equal to
the Contract Value minus any applicable Premium Tax and Annual Contract
Maintenance Charge.
3. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If any
Annuity Payment is less than $100, the Company reserves the right to change
the payment basis to equivalent quarterly, semi-annual or annual payments.
<PAGE>
4. Contract Owners select an Annuity Date at the Issue Date. Contract
Owners may change the Annuity Date at any time prior to the Annuity Date by
Written Request 30 days prior to the new Annuity Date. The Annuity Date must
be the first day of a calendar month. The Annuity Date cannot be earlier than
five years after the Issue Date. The latest permitted Annuity Date is the
earlier of: (i) the 90th birthday of the Annuitant or the oldest Joint
Annuitant; or (ii) the latest date permitted under state law.
5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, the then Contract Value shall be used to provide a Variable
Annuity.
ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Contract Owner has by Written
Request selected an available Annuity Option and payment schedule. Except as
otherwise agreed to by the Contract Owner and the Company, Annuity Payments
will be payable monthly unless another Annuity Payment frequency is selected
by the Contract Owner. The Annuity Option and frequency of Annuity Payments
may not be changed by the Contract Owner after Annuity Payments begin. Unless
the Contract Owner specifies otherwise, the payee of the Annuity Payments
shall be the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves
the right to delay Annuity Payments until acceptable proof is received.
The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and Annuity Period. The Company will continue to assess the Mortality
and Expanse Risk Charge during payment of an Annuity Option that does not
involve life contingency even though the Company no longer bears any mortality
risk on such payment obligation.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on
investment performance.
Fixed Annuity payments shall be determined by applying the Annuity Purchase
Rates set forth in the Fixed Annuity Rate Tables contained in the Contract to
the portion of the Contract Value allocated to the Fixed Annuity Option
selected by the Contract Owner.
<PAGE>
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts Annuity Units credited to
the Variable Annuity Option.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units.
The number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Contract Value to be
applied to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates are
set forth in the Variable Annuity Rate Tables in the Contract.
2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity Unit Value
on the payment date. The amount of each payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation
Period is determined as follows:
1. The Net Investment Factor (see page __ for a description) for the
current Valuation Period is multiplied by the value of the Annuity Unit for
the Sub-Account for the immediately preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment rate
factor. The assumed investment rate factor equals 1.00 plus the assumed
investment rate for the number of days since the preceding Valuation Date.
The assumed investment rate is based on an effective annual rate of 4%.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Contract Owner may choose periodic Fixed and/or Variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent
to other plans of payment before the Annuity Date.
<PAGE>
The following Annuity Options are available:
Annuity Option A - Life Income.
Periodic payments will be made as long as the Annuitant lives. UNDER THIS
OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF THE
ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY
TWO (2) ANNUITY PAYMENTS IF THE ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF
THE THIRD ANNUITY PAYMENT; AND SO FORTH.
Annuity Option B - Life Income with Period Certain
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5),
ten (10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed Annuity Payments remaining commuted and
paid in a lump sum.
Annuity Option C - Joint and Last Survivor Payments
payments will be made during the joint lifetime of two Annuitants continuing
in the same amount during the lifetime of the surviving Annuitant. UNDER THIS
OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF
BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY PAYMENT;
ONLY TWO (2) ANNUITY PAYMENTS IF BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE
DATE OF THE THIRD ANNUITY PAYMENT; AND SO FORTH.
Annuity Option D - Joint and 2/3 Survivor Annuity
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the Annuity Payment (or Units) in
effect during the joint lifetime. UNDER THIS OPTION IT WOULD BE POSSIBLE FOR
ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF BOTH ANNUITANTS WERE TO DIE BEFORE
THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF
BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT;
AND SO FORTH.
Annuity Option E - Period Certain
Periodic payments will be made for a specified period. The specified period
must be at least five (5) years and cannot be more than thirty (30) years. If
the Contract Owner does not desire payments to continue for the remainder of
the guaranteed period, he/she may elect to have the present value of the
remaining payments commuted and paid in a lump sum or as an Annuity Option
purchased at the date of such election.
<PAGE>
Annuity Option F - Special Income Settlement Agreement
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.
DISTRIBUTOR
The Contracts will be sold by licensed insurance agents in those states where
the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers,
Inc. and who have entered into distribution agreements with the Company and
the principal underwriter (Distributor) for the Contract. Connecticut Mutual
Financial Services, LLC. (the "Distributor"), an indirect wholly-owned
subsidiary of Connecticut Mutual serves as the principal underwriter for the
Contracts. The Distributor is located at 140 Garden Street, Hartford,
Connecticut 06154. The Distributor is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. No compensation is paid to selling
broker-dealers for sales of the Contracts.
It is anticipated that the offering of the Contracts will be continuous.
PERFORMANCE INFORMATION
MONEY MARKET SUB-ACCOUNT
From time to time, the Company may advertise its "yield" and "effective yield"
of the Money Market Sub-Account. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of
the Money Market Sub-Account refers to the income generated by Contract Values
in the Money Market Sub-Account over a seven-day period (which period will be
stated in the advertisement). This income is "annualized." That is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
Contract Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly. However, when annualized, the income earned by Contract
Values is assumed to be reinvested. This results in the "effective yield"
being slightly higher than the "yield" because of the compounding effect of
the assumed reinvestment. The yield figure will reflect the deduction of any
asset-based charges and any applicable Annual Contract Maintenance Charge, but
not Premium Taxes.
OTHER SUB-ACCOUNTS
From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Contract. Such data will show the percentage
change in the value of a Sub-Account's Accumulation Unit based on the
<PAGE>
performance of the underlying investment vehicle over a period of time,
usually a calendar year, determined by dividing the increase (decrease) in
value for that Unit by the Accumulation Unit value at the beginning of the
period. This percentage figure will reflect the deduction of any asset-based
charges and any applicable Annual Contract Maintenance Charges under the
Contract, but not Premium Taxes.
Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return
figures reflect the deduction of any applicable Annual Contract Maintenance
Charge, as well as any asset-based charges, but not Premium Taxes.
The Company may make available yield information with respect to some of the
Sub-Accounts. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Annual Contract Maintenance Charge as well as any
asset-based charges.
The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.
In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indices such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the
underlying Portfolio being compared. The Standard & Poor's 500 Composite
Stock Price Index is an unmanaged, unweighted average of 500 stocks, the
majority of which are listed on the New York Stock Exchange. The Dow Jones
Industrial Average is an unmanaged, weighted average of thirty blue chip
industrial corporations listed on the New York Stock Exchange. Both the
Standard & Poor's 500 Composite Stock Price Index and the Dow Jones Industrial
Average assume quarterly reinvestment of dividends. In addition, the Company
may, as appropriate, compare each Sub-Account's performance to that of other
types of investments such as certificates of deposit, savings accounts and
U.S. Treasuries, or to certain interest rate and inflation indices, such as
the Consumer Price Index, which is published by the U.S. Department of Labor
and measures the average change in prices over time of a fixed "market basket"
of certain specified goods and services. Similar comparisons of Sub-Account
performance may also be made with appropriate indices measuring the
performance of a defined group of securities widely recognized by investors as
representing a particular segment of the securities markets. For example,
Sub-Account performance may be compared with Donoghue Money Market
Institutional Averages (money market rates), Lehman Brothers Corporate Bond
Index (corporate bond interest rates) or Lehman Brothers Government Bond Index
(long-term U.S. Government obligation interest rates).
<PAGE>
The Company may also distribute sales literature which compares the
performance of the Contracts and Insurance Investment Products Trust with the
contracts issued through the separate accounts of other insurance companies
and their underlying funds. Such information will be derived from the Lipper
Variable Insurance Products Performance Analysis Service, the VARDS Report or
from Morningstar.
The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Atlanta and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges. The Company's sales literature
utilizing these rankings will indicate which charges had been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.
Morningstar rates mutual funds used with variable contracts against its peers
with similar investment objectives. Morningstar does not rate any mutual fund
that has less than three years of performance data. The Company's sales
literature utilizing these rankings will indicate whether they reflect the
deduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the ranking might have been lower.
TAX STATUS
GENERAL
NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE
POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT
BE TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN
SITUATIONS. MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE
STATE OR OTHER TAX LAWS.
<PAGE>
Section 72 of the Code governs taxation of annuities in general. A Contract
Owner is not taxed on increases in the value of a Contract until distribution
occurs, either in the form of a lump sum payment or as Annuity Payments under
the Annuity Option selected. For a lump sum payment received as a total
withdrawal (total surrender), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the Purchase Payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the
lump sum payment is taxed at ordinary income tax rates.
For Annuity Payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments
based on a fixed Annuity Option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or refund feature) bears to the expected return under the Contract. The
exclusion amount for payments based on a variable Annuity Option is determined
by dividing the cost basis of the Contract (adjusted for any period certain or
refund guarantee) by the number of years over which the annuity is expected to
be paid. Payments received after the investment in the Contract has been
recovered (i.e. when the total of the excludible amounts equal the investment
in the Contract) are fully taxable. The taxable portion is taxed at ordinary
income tax rates. For certain types of Qualified Plans there may be no cost
basis in the Contract within the meaning of Section 72 of the Code. Contract
Owners, Annuitants, and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any distributions.
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.
DIVERSIFICATION
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification
of the Contract as an annuity contract would result in the imposition of
federal income tax to the Contract Owner with respect to earnings allocable to
the Contract prior to the receipt of payments under the Contract. The Code
contains a safe harbor provision which provides that annuity contracts such as
the Contracts meet the diversification requirements if, as of the end of each
quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than 55% of the total assets consist
of cash, cash items, U.S. Government securities and securities of other
regulated investment companies.
<PAGE>
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The
Regulations amplify the diversification requirements for variable contracts
set forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be
deemed adequately diversified if: (1) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment; (2) no
more than 70% of the value of the total assets of the portfolio is represented
by any two investments; (3) no more than 80% of the value of the total assets
of the portfolio is represented by any three investments; and (4) no more than
90% of the value of the total assets of the portfolio is represented by any
four investments.
The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
Government agency or instrumentality shall be treated as a separate issuer."
The Company intends that all Eligible Investments underlying the Contracts
will be managed in such a manner as to comply with these diversification
requirements.
The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Contract Owner
control of the investments of the Separate Account will cause the Contract
Owner to be treated as the owner of the assets of the Separate Account,
thereby resulting in the loss of favorable tax treatment for the Contract. At
this time it cannot be determined whether additional guidance will be provided
and what standards may be contained in such guidance.
The amount of Contract Owner control which may be exercised under the Contract
is different in some respects from the situations addressed in published
rulings issued by the Internal Revenue Service in which it was held that the
policy owner was not the owner of the assets of the separate account. It is
unknown whether these differences, such as the Contract Owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the Contract Owner to be considered as the owner of the
assets of the Separate Account resulting in the imposition of federal income
tax to the Contract Owner with respect to earnings allocable to the Contract
prior to receipt of payments under the Contract.
In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the
Contract Owner being retroactively determined to be the owner of the assets of
the Separate Account.
<PAGE>
Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.
MULTIPLE CONTRACTS
The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of contracts. Contract Owners should consult a tax adviser
prior to purchasing more than one non-qualified annuity contract in any
calendar year.
TAX TREATMENT OF ASSIGNMENTS
An assignment or pledge of a Contract may be a taxable event. Contract Owners
should therefore consult competent tax advisers should they wish to assign or
pledge their Contracts.
INCOME TAX WITHHOLDING
All distributions or the portion thereof which is includible in the gross
income of the Contract Owner are subject to federal income tax withholding.
Generally, amounts are withheld from periodic payments at the same rate as
wages and at the rate of 10% from non-periodic payments. However, the
Contract Owner, in most cases, may elect not to have taxes withheld or to have
withholding done at a different rate.
Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 of the Code, which are not directly rolled over to
another eligible retirement plan or individual retirement account or
individual retirement annuity, are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement does not apply to: a)
distributions for the life or life expectancy of the participant or joint and
last survivor expectancy of the participant and a designated beneficiary; or
b) distributions for a specified period of ten (10) years or more; or c)
distributions which are required minimum distributions. Participants under
such plans should consult their own tax counsel or other tax advisor regarding
withholding.
TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS
Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income.
<PAGE>
It further provides that a 10% penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received:
(a) after the taxpayer reaches age 59 1/2; (b) after the death of the Contract
Owner; (c) if the taxpayer is totally disabled (for this purpose disability is
as defined in Section 72(m)(7) of the Code); (d) in a series of substantially
equal periodic payments made not less frequently than annually for the life
(or life expectancy) of the taxpayer or for the joint lives (or joint life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an
immediate annuity; or (f) which are allocable to purchase payments made prior
to August 14, 1982.
The above information does not apply to Qualified Contracts. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals -Qualified Contracts" below.)
QUALIFIED PLANS
The Contracts offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Contract Owners, Annuitants and Beneficiaries are cautioned
that benefits under a Qualified Plan may be subject to the terms and
conditions of the plan regardless of the terms and conditions of the Contracts
issued pursuant to the plan. Some retirement plans are subject to distribution
and other requirements that are not incorporated into the Contract's
administrative procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable law.
Following are general descriptions of the types of Qualified Plans with which
the Contracts may be used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding Qualified Plans
are very complex and will have differing applications depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice
prior to purchasing a Contract issued under a Qualified Plan.
Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available as described
in this Prospectus. Generally, Contracts issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts. (See "Tax
Treatment of Withdrawals -Qualified Contracts" below.)
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection
<PAGE>
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation plans.
H.R. 10 PLANS
Section 401 of the Code permits self-employed individuals to establish
Qualified Plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places
limitations and restrictions on all Plans including on such items as: amount
of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and nonforfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- - Qualified Contracts" below.) These retirement plans may permit the purchase
of the Contracts to accumulate retirement savings under the plans. Adverse
tax or other legal consequences to the Plan, to the participant or to both may
result if the Contract is assigned or transferred to any individual as a means
to provide benefit payments, unless the Plan complies with all legal
requirements applicable to such benefits prior to the transfer of the
Contract. Purchasers of Contracts for use with an H.R. 10 Plan should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.
INDIVIDUAL RETIREMENT ANNUITIES
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These
IRAs are subject to limitations on eligibility, contributions, transferability
and distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of Contracts to be qualified as Individual Retirement Annuities
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.
CORPORATE PENSION AND PROFIT-SHARING PLANS
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
<PAGE>
permit the purchase of the Contracts to provide benefits under the Plan.
Contributions to the Plan for the benefit of employees will not be includible
in the gross income of the employees until distributed from the Plan. The tax
consequences to participants may vary depending upon the particular plan
design. However, the Code places limitations and restrictions on all plans
including on such items as: amount of allowable contributions; form, manner
and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
These retirement plans may permit the purchaser of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences
to the plan, to the participant, or to both may result if the Contract is
assigned or transferred to any individual as a means to provide benefit
payments, unless the plan complies with all legal requirements applicable to
such benefits prior to transfer of the Contract. Purchasers of Contracts for
use with Corporate Pension or Profit-Sharing Plans should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS
In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty
tax on the taxable portion of any distribution from qualified retirement
plans, including Contracts issued and qualified under Code Sections 401 (H.R.
10 and Corporate Pension and Profit-Sharing Plans) and 408(b) (Individual
Retirement Annuities). To the extent amounts are not includible in gross
income because they have been rolled over to an IRA or to another eligible
Qualified Plan, no tax penalty will be imposed. The tax penalty will not
apply to the following distributions: (a) if distribution is made on or after
the date on which the Contract Owner or Annuitant (as applicable) reaches age
59 1/2; (b) distributions following the death or disability of the Contract
Owner or Annuitant (as applicable) (for this purpose disability is as defined
in Section 72(m)(7) of the Code); (c) after separation from service,
distributions that are part of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the
Contract Owner or Annuitant (as applicable) or the joint lives (or joint life
expectancies) of such Contract Owner or Annuitant (as applicable) and his or
her designated Beneficiary; (d) distributions to a Contract Owner or Annuitant
(as applicable) who has separated from service after he/she has attained age
55; (e) distributions made to the Contract Owner or Annuitant (as applicable)
to the extent such distributions do not exceed the amount allowable as a
deduction under Code Section 213 to the Contract Owner or Annuitant (as
applicable) for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
<PAGE>
relations order. The exceptions stated in (d), (e) and (f) above do not apply
in the case of an Individual Retirement Annuity. The exception stated in (c)
above applies to an Individual Retirement Annuity without the requirement that
there be a separation from service.
Generally, distributions from a Qualified Plan must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the
life expectancy of the individual or the joint lives or life expectancies of
the individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.
CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS
Generally, investment earnings on Purchase Payments for Contracts will be
taxed currently to the Contract Owner if the Owner is a non-natural person,
e.g., a corporation, or certain other entities other than tax-qualified
trusts. Such Contracts generally will not be treated as annuities for federal
income tax purposes.
FINANCIAL STATEMENTS
Financial statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Separate Account have
been included herein because, as of the date of this Prospectus the
Sub-Accounts available under the Contracts offered hereunder had no assets.
LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party which would have a negative impact
on any party's ability to meet its obligations under the Contracts.
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item Page
- ---------------------------------------------------- ----
Company.............................................
Experts.............................................
Legal Opinions......................................
Distributor.........................................
Yield Calculation for Money Market Sub-Account......
Performance Information.............................
Annuity Provisions..................................
Financial Statements................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
__________________
__________________
__________________
FRONT
- -----
C. M. Life Insurance Company
Attention: XXXXXXXXXXXX
P.O. Box XXXX
Hartford, Connecticut 06154
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Please send me, at no charge the Statement of Additional
Information dated December 29, 1995 for the Individual Deferred
-----------------------------------------------------------------------------
Variable Annuity Contracts issued by C.M. Multi-Account A Account/OFFITBANK A
BACK
- ----
(Please print or type and fill in all information.)
____________________________________________________
Name
____________________________________________________
Address
______________________________________________________
City State ZIP Code
</TABLE>
<PAGE>
PART B
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
C.M. MULTI-ACCOUNT A
AND
C.M. LIFE INSURANCE COMPANY
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED _____________, FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE PAYMENTS
WHICH ARE REFERRED TO HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL
(800)XXX-XXXX OR WRITE THE DISTRIBUTOR: CONNECTICUT MUTUAL FINANCIAL SERVICES,
LLC, 140 Garden Street, Hartford, Connecticut 06154.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ___________, 1995.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
----
Company......................................................... 3
Experts......................................................... 3
Legal Opinions.................................................. 3
Distributor..................................................... 3
Yield Calculation For Money Market Sub-Account.................. 3
Performance Information......................................... 4
Annuity Provisions.............................................. 5
Financial Statements............................................ 5
</TABLE>
<PAGE>
COMPANY
Information regarding the Company and its ownership is contained in the
Prospectus.
EXPERTS
The financial statements of the Company as of December 31, 1994 and 1993,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994 have been included herein in
reliance on the reports of Arthur Anderson LLP, independent auditors,
appearing elsewhere herein, and upon the authority of such auditors as experts
in accounting and auditing.
LEGAL OPINIONS
Legal matters in connection with the Contracts described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.
DISTRIBUTOR
Connecticut Mutual Services, LLC ("CMFS, LLC") is the distributor of the
Contracts. CMFS, LLC is a limited liability corporation and a broker-dealer
registered with the Securities and Exchange Commission and a member of the
National Association of Securities Dealers, Inc. CMFS, LLC is an affiliate of
C.M. Life Insurance Company and G.R. Phelps & Company, Inc., the investment
adviser to Connecticut Mutual Financial Services Series fund I, Inc. The
offering is on a continuous basis.
YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT
The Money Market Sub-Account of the Separate Account will calculate its
current yield based upon the seven days ended on the date of calculation.
The current yield of the Money Market Sub-Account is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Contract Owner account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period,
subtracting the Mortality and Expense Risk Charge, the Administrative Charge
and the Annual Contract Maintenance Charge, dividing the difference by the
value of the account at the beginning of the same period to obtain the base
period return and multiplying the result by (365/7).
The Money Market Sub-Account computes its effective compound yield
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
Money Market Sub-Account assets.
<PAGE>
Net investment income for yield quotation purposes will not include
either realized capital gains and losses or unrealized appreciation and
depreciation, whether reinvested or not.
The yields quoted should not be considered a representation of the yield
of the Money Market Sub-Account in the future since the yield is not fixed.
Actual yields will depend not only on the type, quality and maturities of the
investments held by the Money Market Sub-Account and changes in the interest
rates on such investments, but also on changes in the Money Market
Sub-Account's expenses during the period.
Yield information may be useful in reviewing the performance of the Money
Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.
PERFORMANCE INFORMATION
From time to time, the Company may advertise performance data as
described in the Prospectus. Any such advertisement will include total return
figures for the time periods indicated in the advertisement. Such total
return figures will reflect the deduction of a 1.25% Mortality and Expense
Risk Charge, a .15% Administrative Charge, the investment advisory fee for the
underlying Portfolio being advertised and any applicable Annual Contract
Maintenance Charge.
The hypothetical value of a Contract purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit Values for an initial $1,000 purchase payment, and deducting
any applicable Annual Contract Maintenance Charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:
n
P (1+T) = ERV
<TABLE>
<CAPTION>
<S> <C> <C>
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the time periods used.
</TABLE>
<PAGE>
In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Money Market
Sub-Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation
Unit earned during the period by the maximum offering price per Unit on the
last day of the period, according to the following formula:
6
Yield = 2 [((a-b)/(cd) + 1) - 1]
<TABLE>
<CAPTION>
<S> <C> <C>
Where:
a = Net investment income earned during the period by the Trust
attributable to shares owned by the Sub-Account.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding
during the period.
d = The maximum offering price per Accumulation Unit on the last day
of the period.
</TABLE>
Contract Owners should note that the investment results of each Sub-Account
will fluctuate over time, and any presentation of the Sub-Account's total
return or yield for any period should not be considered as a representation of
what an investment may earn or what a Contract Owner's total return or yield
may be in any future period.
ANNUITY PROVISIONS
A Variable Annuity is an annuity with payments which; (1) are not
predetermined as to dollar amount; and (2) will vary in amount with the net
investment results of the applicable Sub-Accounts of the Separate Account.
Annuity Payments also depend upon the Age of the Annuitant and any Joint
Annuitant and the assumed interest factor utilized. The Annuity Table used
will depend upon the Annuity Option chosen. The dollar amount of annuity
payments after the first is determined as follows;
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
1. The dollar amount of the first Annuity Payment is divided
by the value of a Date. This establishes the
number of Annuity Units for each Annuity Payment. The number
of Annuity Units remains fixed during the Annuity Period.
2. For each Sub-Account, the fixed number of Annuity Units is
multiplied by the Annuity Unit value on each subsequent
Annuity Payment Date.
3. The total dollar amount of each Variable Annuity Payment is the
sum of all Sub-Account Variable Annuity Payments.
</TABLE>
(See "Annuity Provisions" in the Prospectus.)
FINANCIAL STATEMENTS
The consolidated financial statements of the Company included herein
should be considered only as bearing upon the ability of the Company to meet
its obligations under the Contracts.
No financial statements for the Separate Account have been included
herein, because, as of the date of this statement of Additional Information,
the Sub-Accounts available under the Contract has no assets.
<PAGE>
ARTHUR ANDERSON LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________
To C.M. Life Insurance:
We have audited the accompanying balance sheets of C.M. Life Insurance Company
(a Connecticut corporation and a wholly owned subsidiary of Connecticut Mutual
Life Insurance Company) as of December 31, 1994 and 1993, and the related
statements of operations, stockholders equity and cash flows for each of the
three years in the period ended December 31, 1994. 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 C.M. Life Insurance Company
as of December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994
in conformity with generally accepted accounting principles.
/S/ARTHUR ANDERSON LLP
______________________
Hartford, Connecticut
February 15, 1995
<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> 1994 1993
---- ----
ASSETS: <C> <C>
Investments:
Fixed maturities at cost (fair value;
$684,213 in 1994 and $647,980 in 1993) $717,291 $627,110
Equity securities at cost (fair value;
$2,065 in 1994 and $2,095 in 1993) 1,815 1,815
Mortgage loans on real estate at net
realizable value 42,038 65,788
Real estate at cost 1,897 5,362
Policy loans at outstanding balance 109,720 98,215
Cash and cash equivalents 3,025 5,589
------- -------
Total investments 875,786 803,879
------- -------
Accrued investment income 14,023 13,215
Accounts receivable 5,330 4,317
Amounts due from reinsurers 1,162 1,229
Other assets 2,318 1,709
Assets of Separate Account 309,672 145,661
---------- ---------
TOTAL ASSETS $1,208,291 $970,010
---------- --------
LIABILITIES AND STOCKHOLDER'S EQUITY:
Liabilities:
Future policy benefits $751,808 $698,779
Policy claims and benefits currently
payable 1,772 1,758
Indebtedness to related parties 6,965 11,485
Federal income tax payable 2,446 441
Asset valuation reserve 6,640 6,534
Other liabilities 7,906 8,582
Other deposits 31,690 15,992
Transfers due from Separate Account (14,445) (7,120)
Liabilities of Separate Account 309,672 145,661
--------- -------
TOTAL LIABILITIES 1,104,454 882,112
--------- -------
STOCKHOLDER'S EQUITY:
Common stock, $200 par value - 50,000
shares authorized, 12,500 shares
issued and outstanding 2,500 2,500
Additional paid-in capital 43,759 43,759
Retained earnings 57,578 41,639
---------- --------
TOTAL STOCKHOLDER'S EQUITY 103,837 87,898
---------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S $1,208,291 $970,010
========== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations $111,238 $108,097 $117,785
Less: reinsurance ceded (54,032) (56,905) (60,830)
-------- -------- --------
Net premiums and annuity considerations 57,206 51,192 56,955
Net investment income 59,887 57,460 56,666
Net realized capital gains (losses) on
investments (2,533) 459 (380)
Other income 984 363 20
------- ------- -------
TOTAL REVENUES 115,544 109,474 113,261
BENEFITS, LOSSES AND EXPENSES:
Benefits, claims and settlement expenses 101,243 98,700 111,843
Acquisition and insurance expenses 24,630 25,436 31,736
Other expenses 4,199 3,004 3,633
Less: reinsurance benefits and expenses
ceded
(45,804) (50,001) (54,537)
-------- -------- --------
TOTAL BENEFITS, LOSSES AND EXPENSES 84,268 77,139 92,675
------ ------ ------
INCOME BEFORE FEDERAL INCOME TAX
EXPENSE 31,276 32,335 20,586
FEDERAL INCOME TAX EXPENSE 13,488 11,241 9,055
------ ------ -----
NET INCOME $17,788 $21,094 $11,531
======= ======= =======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Common Stock $ 2,500 $ 2,500 $ 2,500
Additional Paid-in Capital 43,759 43,759 43,759
Retained Earnings
Balance, beginning of year 41,639 21,163 10,155
Net income 17,788 21,094 11,531
Change in asset valuation reserve (106) (1,313) 877
Change in nonadmitted assets (1,761) 675 (1,004)
Net unrealized capital gain (loss) 18 84 (1,514)
Other - (64) 1,118
------ ------ ------
Balance, end of year 57,578 41,639 21,163
------ ------ ------
TOTAL STOCKHOLDER'S EQUITY $103,837 $87,898 $67,422
======== ======= =======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
CASH PROVIDED:
Premiums and annuity considerations, net
of reinsurance $56,346 $49,530 $57,180
Other deposits 193,970 129,030 25,149
Net investment income 60,886 58,728 56,147
Commission and expense allowance and
reserve adjustment on reinsurance ceded 22,484 29,576 35,794
Other - 2,106 4,983
------- ------- -------
333,686 268,970 179,253
------- ------- -------
Benefits and interest to policyholders
and beneficiaries, net of reinsurance (43,808) (28,973) (38,391)
Acquisition and insurance expenses, net
of reinsurance (25,934) (28,619) (35,926)
Transfers to Separate Account (168,913) (114,917) (21,605)
Federal income taxes paid (10,076) (11,579) (12,290)
Other payments, net (15,132) (17,903) (5,284)
-------- -------- -------
(263,863) (201,991) (113,496)
--------- --------- ---------
Net cash provided by operations 69,823 66,979 65,757
Proceeds from the disposition of fixed
maturities and mortgage loans on real
estate 249,038 348,263 199,831
Other cash provided - 855 5,725
------- ------- -------
Total cash provided 318,861 416,097 271,313
------- ------- -------
CASH APPLIED:
Purchases of fixed maturities 320,272 408,017 274,590
Purchase of equity securities - 296 2,330
Other applications 1,153 3,974 1,601
----- ----- -----
Total cash applied 321,425 412,287 278,521
------- ------- -------
Net increase (decrease) in cash and cash
equivalents (2,564) 3,810 (7,208)
CASH AND CASH EQUIVALENTS:
Beginning of year 5,589 1,779 8,987
----- ----- -----
End of year $3,025 $5,589 $1,779
====== ====== ======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
C.M. LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992
($ IN THOUSANDS)
1. Organization:
------------
C.M. Life Insurance Company (C.M. Life) is a wholly owned stock life insurance
subsidiary of Connecticut Mutual Life Insurance Company (Connecticut Mutual).
2. Summary of Significant Accounting Policies:
------------------------------------------
C.M. Life's financial statements have been prepared in conformity with
accounting practices and procedures of the National Association of Insurance
Commissioners (NAIC) as prescribed or permitted by the Insurance Department of
the State of Connecticut, which are considered to be generally accepted
accounting principles for wholly owned stock life insurance subsidiaries of
mutual life insurance companies. (see Note 2.h.).
The principal accounting practices currently followed by C.M. Life are as
follows:
a. Assets - Assets are stated at amounts reported to state regulatory
authorities. Certain assets, such as prepaid agent commissions and
other prepaid expenses, are excluded from the balance sheet and amounted
to $2,684 and $923 as of December 31, 1994 and 1993.
b. Investments - Investments are valued in accordance with procedures
prescribed by the NAIC. Fixed maturities eligible for amortization are
reported at amortized cost. Equity securities of preferred stock are
reported at cost. Mortgage loans on real estate are reported at the
unpaid principal balance unless delinquent, at which time they are
reported at the lower of the unpaid balance or fair value. Investments
in real estate which have been identified for sale within the next
twelve months are reported at the lower of cost, less accumulated
depreciation of $187 and $124 at December 31, 1994 and 1993,
respectively, or market value. Investments for real estate which have
been identified as held for investment are reported at the lower of
cost, less accumulated depreciation of $0 and $466 at December 31, 1994
and 1993, respectively, or market value. The Company calculates
depreciation for its real estate investments using principally the
straight line method. Policy loans are reported at the aggregate amount
of the unpaid balances. Short-term investments are reported at
amortized cost, which approximates fair value.
The Company maintains an Interest Maintenance Reserve (IMR) for all
fixed income investments and establishes a liability/asset to defer all
interest rate related realized capital gains and losses, net of taxes,
as they occur. The deferral is subsequently amortized to net investment
income over the period remaining to maturity of the assets sold. All
other realized gains and losses are reported in the Statements of
Operations upon sale. Unrealized capital gains and losses are reported
as additions to or reductions from equity.
The Asset Valuation Reserve (AVR), prescribed by the NAIC, provides for
possible decline in the value of bonds, stocks, mortgage loans, real
estate and other invested assets. This reserve contains different
components, each designed to address specific asset risks. Changes in
the AVR are charged or credited directly to equity. The AVR increased
by $106 and $1,313 in 1994 and 1993, respectively.
Investments which exceeded 10% of total stockholder's equity are as
follows:
<TABLE>
<S> 1994 1993
---- ----
Mortgage loans on real estate: <C> <C>
J.L. Associates LTD PTR None $15,200
</TABLE>
<PAGE>
The Company uses derivative instruments (as defined in FAS No. 119)
which include options and futures, to hedge equity exposure and to
hedge reinvestment of proceeds from major anticipated transactions.
During 1994 interest rate futures were acquired to hedge the
reinvestment of anticipated proceeds from a bulk mortgage sale. The
actual gain of $95 was amortized over the expected term of the assets
acquired with the mortgage sale proceeds. During 1993 no futures and
options were utilized to hedge equity exposures.
There were no fixed maturities greater than 10% of stockholder's equity
as of December 31, 1994 and 1993.
C.M. Life has loans overdue more than 12 months as follows:
1994 1993
---- ----
Defaults on mortgages: (non-income
producing for 12 months) $2,774 None
c. Disclosure of the Fair Value of Financial Instruments - Fair value is
defined as "the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale." (Fair value estimates, methods and significant
assumptions are disclosed in the relevant footnotes.)
d. Reserves for Payment of Future Benefits: Reserves for payment of future
benefits on life insurance, developed by accepted actuarial methods, are
established and maintained primarily on the Commissioners' Reserve
Valuation Method utilizing the 1980 Commissioners' Standard Ordinary
Mortality Table with interest rates of 4%-4 1/2%. Reserves for single
premium deferred annuities are calculated based on the Commissioners'
Annuity Reserve Valuation Method utilizing the change in fund method and
assuming interest on changes in funds of 7.0%, 7.5% and 8.25% in 1994,
1993, and 1992 respectively. Additional reserves are maintained for
contracts where the cash surrender value exceeds the actuarially
determined reserve.
e. Separate Accounts: Separate accounts include the assets and liabilities
of certain annuity contracts that must be segregated from C.M. Life's
general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Reserves
for these annuity contracts have been established using assumed interest
rates and valuation methods that will provide reserves at least as great
as those required by law and contract provisions. Transfers due from
Separate Account, a contra-liability, represents Separate Account
liabilities in excess of Separate Account reserves.
f. Premiums and Insurance Operating Expenses: Premiums are reported as
income when due. Commissions and other costs relating to the
solicitation, underwriting and issuance of new contracts are reported as
acquisition and insurance expenses in the year incurred.
g. Cash Equivalents: For purposes of the Statements of Cash Flows, C.M.
Life considers all highly liquid short-term investments with a maturity
of three months or less from the date of purchase to be cash
equivalents. The carrying amounts reported approximate those assets'
fair value.
h. New Accounting Pronouncements: The Financial Accounting Standards Board
(FASB) has issued an interpretation declaring that financial statements
of mutual life insurance companies, and their wholly owned subsidiaries,
which are prepared on the basis of statutory accounting principles, will
no longer be considered to be in conformity with GAAP. This
interpretation applies to financial statements issued for fiscal years
beginning after December 15, 1995. Certain accounting principles for
mutual life insurance companies, which will be required to be in
compliance with GAAP, were also issued by the FASB and the American
Institute of Certified Public Accountants in January 1995. The
financial statement impact of adopting these accounting principles has
not been determined by the Company. The effect of initially adopting
the FASB interpretation shall be reported retroactively through
restatement of all previously issued financial statements presented for
comparative purposes for fiscal years beginning after December 15, 1992.
<PAGE>
Financial Accounting Standard (FAS) No. 120, Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts, which was issued in
January 1995 extends the requirements of FASB statements Nos. 60
(Accounting and Reporting by Insurance Enterprises), 97 (Accounting and
Reporting by Insurance Enterprises for Certain Long-Duration Contracts
and For Realized Gains and Losses From the Sale of Investments) and 113
(Accounting and Reporting for Reinsurance of Short-Duration and Long-
Duration Contracts) to C.M. Life.
The impact of adopting these accounting standards on C.M. Life's
financial position or results of operations is not known or reasonably
estimable at this time.
i. Reclassifications: The 1993 and 1992 financial statements and Notes to
Financial Statements reflect certain reclassifications to conform with
the 1994 presentation.
3. Federal Income Taxes:
--------------------
C.M. Life is included in Connecticut Mutual's consolidated Federal income tax
return and, in accordance with a written tax-sharing agreement, makes a
provision for payment to Connecticut Mutual based on its income included in
Connecticut Mutual's consolidated taxable income. This provision is based on
income which is currently taxable.
4. Stockholder's Equity:
--------------------
The Board of Directors of Connecticut Mutual has authorized the contribution
of funds to C.M. Life sufficient to meet the capital requirements of all
states in which C.M. Life is licensed to do business. Substantially all of
the statutory stockholder's equity is subject to dividend restrictions
relating to various state regulations which limit the payment of dividends
without prior approval.
5. Reinsurance:
-----------
C.M. Life reinsures (cedes) a portion of its life insurance business to
Connecticut Mutual and other insurers, in order to reduce insurance risk.
C.M. life's retention limit per individual insured is $4 million; the portion
of the risk exceeding the retention limit is reinsured with other insurers.
The reinsurance contract with Connecticut Mutual is a modified coinsurance
quota-share treaty. Under the treaty C.M. Life cedes 50% of the premiums on
universal life policies issued in 1985 and 75% of the premiums with issue
dates on or after January 1, 1986. In return Connecticut Mutual pays C.M.
Life a stipulated expense allowance, death and surrender benefits, and a
modified coinsurance adjustment. Reserves for payment of future benefits for
the ceded policies are retained by C.M. Life.
C.M. Life also has a stop-loss agreement with Connecticut Mutual under which
C.M. Life cedes claims which, in aggregate, exceed $18,348 in 1994, $16,431 in
1993 and $16,443 in 1992. In 1994, 1993, and 1992, the limit was not
exceeded. The agreement was amended and renewed in 1994 for a duration of
three years. The amended maximum coverage is $25,000. C.M. Life paid
approximately $435, $446 and $478 in premiums under the agreement in 1994,
1993 and 1992, respectively.
C.M. Life is contingently liable with respect to ceded reinsurance in the
event any reinsurer is unable to fulfill its contractual obligations.
<PAGE>
6. Investments:
-----------
Fixed maturities:
----------------
The carrying value and estimated fair value of investments in fixed maturities
as of December 31, 1994 and 1993 are as follows:
<TABLE>
<S>
1994 Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----
<C> <C> <C> <C>
U.S. Government $62,501 $ - $ 1,874 $60,627
Special Revenue and
Special Assessment
Obligations and all
Non-guaranteed Obli-
gations of Government
Agencies, Authorities,
and Subdivisions 4,373 - 375 3,998
Foreign Government,
Province & Municipal 16,175 117 904 15,388
Public Utility 38,773 227 1,605 37,395
Mortgage Backed
Obligations 167,641 533 12,184 155,990
Industrial and
Miscellaneous 427,828 967 17,980 410,815
--------- ---------------------- ----------
Total Fixed Maturities $717,291 $1,844 $34,922 $684,213
========= ======================= ==========
1993 Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----
U.S. Government $ 24,015 $ 906 $ - $ 24,921
Special Revenue and
Special Assessment
Obligations and all
Non-guaranteed Obli-
gations of Government
Agencies, Authorities,
and Subdivisions 5,000 - - 5,000
Foreign Government,
Province & Municipal 23,511 620 529 23,602
Public Utility 34,162 1,577 99 35,640
Mortgage Backed
Obligations 135,309 3,505 706 138,107
Industrial and
Miscellaneous 405,113 16,477 881 420,710
--------- ----------------------- ----------
Total Fixed Maturities $627,110 $23,085 $2,215 $647,980
========= ======================= ==========
</TABLE>
<PAGE>
The carrying value and estimated fair value of C.M. Life's fixed maturities at
December 31, 1994, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties.
<TABLE>
Estimated
Carrying Fair
Value Value
----- -----
<S> <C> <C>
Due in one year or less $ 26,429 $ 26,509
Due after one year through five years 339,561 328,984
Due after five years through ten years 176,968 166,335
Due after ten years 6,692 6,395
Mortgage-backed securities 167,641 155,990
----------- ---------
Total $717,291 $684,213
=========== =========
TABLE>
Proceeds from sales of fixed maturities were $224,884, $334,801 and $182,572
for 1994, 1993 and 1992, respectively. Gross gains of $1,358, $5,931 and
$1,444 and gross losses of $4,439, $1,016 and $3,650 were realized on those
sales for 1994, 1993 and 1992, respectively.
The estimated fair value for the public bonds is based on the quoted market
price from various external bond pricing services. Private bonds are assigned
an internal quality rating which parallels independent rating agency criteria
and is consistent with NAIC ratings. The fair value of these bonds is
estimated by discounting the expected future cash flows using a current
discount rate based on the quality rating and maturity of the specific
instruments.
Equity Securities:
------------------
Equity securities consist solely of preferred stock which is reported at cost,
the estimated fair value of which is $2,065 and $2,095 as of December 31, 1994
and 1993, respectively. The estimated fair value for the equity securities is
based on quoted market prices from national securities exchanges and over-the-
counter markets.
Mortgage Loans on Real Estate:
-----------------------------
The following table provides a breakdown of the carrying value of mortgage
loans on real estate by geographical location:
</TABLE>
<TABLE>
1994 1993
---- ----
<S> <C> <C>
United States
Northeast $22,111 $ 23,425
South Atlantic 13,090 16,615
North Central - 18,784
South Central 3,462 3,498
West 3,375 3,466
------------ ------------
Total $42,038 $ 65,788
============ ============
</TABLE>
Outstanding mortgages whose terms have been modified aggregated $24,034 and
$26,196 which represents 57.2% and 39.8% of the total portfolio as of December
31, 1994 and 1993, respectively. Income recognized during 1994, 1993 and 1992
on these restructured loans was $1,379, $1,495 and $1,018, respectively.
Income that would have been recognized during 1994, 1993 and 1992 on these
loans, if such loans had been current in accordance with their original terms
and had been outstanding throughout the year, was $2,296, $2,568 and $1,851,
respectively.
C.M. Life has loans either overdue more than three months or in the process of
foreclosure of $2,774 and $43 at December 31, 1994 and 1993, respectively.
Additionally, C.M. Life has properties which it acquired in satisfaction of
debt of $1,897 and $5,362 at December 31, 1994 and 1993, respectively.
<PAGE>
The estimated fair value for mortgages was $40,241 and $64,528 at December 31,
1994 and 1993, respectively. The value for performing mortgages is determined
by discounting the expected future cash flows using the current interest rates
at which similar loans would be made to borrowers with similar credit ratings
and remaining maturities. The non-performing mortgages are valued based on a
discounted cash flow analysis on the underlying collateral using the current
market rate for similar collateral.
7. Policy loans:
------------
Policy loans are issued with either fixed or variable interest rates,
depending upon the terms of the policies. For those loans with fixed interest
rates, the interest rates range from 5% to 8%. Since policy loans do not have
defined maturities, management believes it is not practicable to estimate the
fair value of fixed policy loans. For loans with variable interest rates, the
rates are adjusted annually based upon changes in a corporate bond index and
are stated at fair value.
The carrying value of policy loans as of December 31, 1994 and 1993 is as
follows:
<TABLE>
1994 1993
---- ----
<S> <C> <C>
Fixed $ 1,639 $ 1,603
Variable 108,081 96,612
------------- ------------
$ 109,720 $ 98,215
============= ============
</TABLE>
8. Fair Value Disclosure of Other Financial Instruments:
----------------------------------------------------
The Company has identified certain liabilities as financial instruments that
require fair value disclosure. The following methods and assumptions were
used to estimate the fair value of each class of these instruments for which
it is practicable to estimate the value.
Since supplementary contracts may be perceived as deposit liabilities with
defined maturities, the Company has determined fair value based on the
discounted value of amounts payable at maturity of the contract. Discount
rates used to determine fair value range from 6.5% to 7.9%. All other deposit
liabilities are not considered to have defined maturities. The Company has
determined fair value for these contracts to be equal to the cash surrender
value, which is that amount which is payable to policyholders on demand.
The estimated fair values for liabilities, which the Company has identified as
investment contracts and borrowed funds, are as follows:
<TABLE>
1994 1993
---- ----
Estimated Estimated
<S> Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----
Financial Liabilities <C> <C> <C> <C>
---------------------
Future Policy Benefits
Annuity Reserves -
Accumulation Phase $30,239 $28,868 $21,140 $22,308
Other Deposits 31,690 29,484 15,992 15,884
Other Liabilities
Funds Deposited Under
Income Settlements -
Supplementary
Contracts Without
Life Contingencies 270 260 262 262
Liabilities of
Separate Account 309,672 309,672 145,661 145,661
</TABLE>
<PAGE>
9. Related Party Transactions:
--------------------------
Connecticut Mutual allocates certain expenses to C.M. Life for providing
operating facilities, human resources, computer software development and
managerial services. Total expenses allocated to C.M. Life were approximately
$16,412, $18,831 and $24,590 in 1994, 1993 and 1992, respectively.
10. Net Investment Income:
---------------------
Net Investment Income is comprised of the following:
<TABLE>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Fixed maturities $47,658 $43,983 $42,908
Mortgage loans on real estate 4,383 5,813 6,507
Policy loans 7,925 7,448 7,785
Amortization of IMR 309 251 (239)
Other 1,449 1,844 1,383
----- ----- -----
Total investment income 61,742 59,339 58,344
Less: Applicable investment
expenses 1,837 1,879 1,678
----- ----- -----
Net investment income $59,887 $ 57,460 $ 56,666
======= ======== ========
<FN>
Net investment income and realized gains and losses applicable to
the Separate Account are not included in C.M. Life's net investment
income and realized gains and losses reported in the Statement of Operations.
</TABLE>
Realized and Unrealized Gains and Losses:
----------------------------------------
The cost of investments sold is determined by the specific identification
method. Realized gains and losses and the change in the difference between
market value and cost for fixed maturities and equity securities are
summarized
as follows:
<TABLE>
<S> 1994 1993 1992
---- ---- ----
Realized Gains and Losses: <C> <C> <C>
Fixed Maturities:
Realized gains $ 1,358 $ 5,931 $ 1,444
Realized losses (4,439) (1,016) (3,650)
---------- ------------ ------------
(3,081) 4,915 (2,206)
---------- ----------- ------------
Equity Securities:
Realized gains - 4 -
Realized losses - - -
--------- ----------- -----------
- 4
--------- ----------- ------------
Real Estate:
Realized gains - - -
Realized losses (2,158) - -
--------- ----------- -----------
(2,158) - -
--------- ----------- -----------
Mortgage Loans:
Realized gains - - -
Realized losses (2,093) (13) (25)
--------- ----------- -----------
(2,093) (13) (25)
--------- ----------- -----------
(Gains)/Losses 4,799 (4,447) 1,851
Transferred to IMR
Net Realized Capital
Gains/(Losses)
$ (2,533) $ 459 $ (380)
========== =========== ===========
Unrealized Gains and Losses:
Fixed Maturities:
Net unrealized gains
(losses),end of year $ (33,077) $ 20,870 $ 16,497
Net unrealized gains,
beginning of year 20,870 16,497 20,035
--------- ----------- -----------
Change in unrealized
gains or losses on
fixed maturities $ (53,947) $ 4,373 $ (3,538)
========== =========== ============
<FN>
The change in unrealized gains and (losses) for equity securities were
$(30), $50 and $105 as of December 31, 1994, 1993 and 1992, respectively.
</TABLE>
12. Contingencies:
-------------
In the normal course of its business operations, C.M. Life is involved in
litigation from time to time with claimants, beneficiaries and others.
Several lawsuits were pending at December 31, 1994. In the opinion of
management, the ultimate liability, if any, arising from this litigation is
not expected to have a material adverse effect on the financial position of
C.M. Life.
<PAGE>
PART C
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a. FINANCIAL STATEMENTS
The following financial statements of the Company are included in Part B
hereof:
<TABLE>
<CAPTION>
<C> <S>
1. Report of Independent Public Accountants.
2. Balance Sheets as of December 31, 1994 and 1993.
3. Statements of Operations for the Years Ended December 31, 1994, 1993 and 1992.
4. Statements of Stockholder's Equity for the Years Ended December 31, 1994, 1993 and 1992.
5. Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992.
6. Notes to Financial Statements - December 31, 1994, 1993 and 1992.
</TABLE>
No financial statements for the Separate Account have been included herein
because, as of the date of this Prospectus, the Sub-Accounts available under
the Contract offered hereunder had no assets.
b. EXHIBITS
<TABLE>
<CAPTION>
<C> <S>
1. Resolution of Board of Directors of the Company
authorizing the establishment of the Separate Account.*
2. Not Applicable.
3. (i) Form of Principal Underwriting Agreement**
(ii) Form of Broker/Dealer Agreement**
4. Individual Variable Deferred Annuity Contract.**
5. Application Form.**
<PAGE>
6. (i) Copy of Articles of Incorporation of the Company.**
(ii) Copy of the Bylaws of the Company.**
7. Not Applicable.
8. (i) Form of Fund Participation Agreement.**
(ii) Form of Master Agreement**
9. Opinion and Consent of Counsel.**
10. Consent of Independent Accountants.**
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Powers of Attorney.**
<FN>
* Incorporated by reference to Registrant's Form N-4 filed on August 11, 1994.
** Incorporated by reference to Registrant's Form N-4 filed on August 8, 1995.
</TABLE>
Item 25. Directors and Officers of the Depositor
_______________________________________
The following are the Executive Officers and Directors of the Company:
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Position and Offices
Business Address* with Depositor
- ------------------ --------------------
John D. Loewenberg Director and Executive Vice President
David E. Sams, Jr. Director, Chairman and President
J. Brinke Marcuccilli Director and Chief Financial Officer
Emelia M. Bruno Controller
Scott C. Peter Treasurer
<PAGE>
Anne Melissa Dowling Vice President and Chief Investment Officer
David J. Beed Vice President
Maureen Ford Vice President
Ann F. Lomeli Secretary
Donald A. Skokan Actuary
Michael Iskra Assistant Treasurer
John A. Hubbard Actuary
<FN> The Principal Business Address for all personnel is 140 Garden Street,
Hartford, Connecticut 06154.
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant
_______________________________________________________________
C.M. Life Insurance Company is 100% owned by Connecticut Mutual Life
Insurance Company.
The discussion that follows indicates those entities owned directly or
indirectly by Connecticut Mutual Life Insurance Company.
<PAGE>
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY
________________________________________
SUBSIDIARIES
____________
As of 06/27/95
______________
CM ADVANTAGE, INC.
__________________
This is a Connecticut corporation incorporated February 27, 1984. Its
business is acting as general partner in real estate limited partnerships.
DHC, Inc. owns all the outstanding stock.
CM ASSURANCE COMPANY
____________________
This is a Connecticut corporation incorporated July 23, 1986 (CM Insurance
Company) and renamed December 15, 1987. The type of business - life
insurance, endowments, annuities, accident, disability and health insurance.
Connecticut Mutual owns all the stock.
CM BENEFIT INSURANCE COMPANY
____________________________
This is a Connecticut corporation incorporated in April 22, 1986 as CM Pension
Insurance Company and renamed CM Benefit Insurance Company on December 15,
1987. Type of business - life insurance, endowments, annuities, accident,
disability and health insurance. Connecticut Mutual own all the stock.
CM INSURANCE SERVICES, INC.
__________________________
A Connecticut corporation incorporated July 20, 1981 as DIVERSIFIED INSURANCE
SERVICES OF AMERICA, INC. and renamed as CM Insurance Services, Inc. on June
23, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. DHC, Inc. owns all the issued and outstanding stock.
CM INSURANCE SERVICES, INC. (Arkansas)
______________________________________
An Arkansas corporation incorporated January 11, 1982 as Diversified Insurance
Services Agency of America and renamed CM Insurance Services, Inc. on October
<PAGE>
19, 1992. Type of business - the sale of, solicitation for, or procurement or
making of insurance or annuity contracts and any other type of contract sold
by insurance companies. CM Insurance Services, Inc. owns all of the issued
and outstanding common stock.
CM INSURANCE SERVICES, INC. (Texas)
___________________________________
A Texas corporation incorporated April 16, 1982 and renamed CM Insurance
Services, Inc. Type of business - the sale of, solicitation for, or
procurement or making of insurance or annuity contracts and any other type of
contract sold by insurance companies. CM Insurance Services, Inc. controls
100 shares (100%) of the issued and outstanding common stock through a voting
trust.
CM INTERNATIONAL, INC.
______________________
A Delaware corporation incorporated July 25, 1985. Type of business - holding
a mortgage pool and issuance of collateralized mortgage obligations. DHC,
Inc. owns all the outstanding stock.
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
____________________________________________
This is a Maryland corporation incorporated December 9, 1981 as Connecticut
Mutual Liquid Account, Inc. It is a diversified open-end management
investment company. As of 3/31/94, Connecticut Mutual and its various
subsidiaries owned approximately 30% of its shares.
CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I, INC.
_________________________________________________________
This is a Maryland corporation organized August 17, 1981. It is a diversified
open-end management investment company. Shares of the fund are sold to
Connecticut Mutual and its affiliates, primarily CML's Panorama separate
account.
CONNECTICUT MUTUAL FINANCIAL SERVICES, LLC
__________________________________________
A Connecticut limited liability corporation formed November 10, 1994. It is a
registered broker-dealer. Connecticut Mutual has a 99% ownership interest and
CM Strategic Ventures, Inc. has a 1% ownership interest.
<PAGE>
C. M. LIFE INSURANCE COMPANY
____________________________
A Connecticut corporation incorporated April 25, 1980. Its business is the
sale of life insurance, endowments, annuities, accident, disability and
accident and health insurance. Connecticut Mutual owns all the common stock.
CM PROPERTY MANAGEMENT, INC.
____________________________
A Connecticut corporation incorporated December 27, 1976 as URBCO, Inc., and
renamed CM Property Management, Inc. on October 7, 1991. Type of business -
Real estate holding company. DHC, Inc. owns all the stock.
CM STRATEGIC VENTURES, INC.
___________________________
A Connecticut corporation incorporated October 26, 1987. It acts as general
partner in limited partnerships. All outstanding stock is held by G.R. Phelps
& Co., Inc.
CM TRANSNATIONAL S.A.
_____________________
A Luxembourg corporation incorporated July 8, 1987. Type of business - life
insurance endowments and annuity contracts. Connecticut Mutual owns 99.7% and
DHC, Inc. owns the remaining 0.3% of outstanding stock.
CML INVESTMENTS I CORP.
_______________________
A Delaware corporation incorporated December 26, 1991. This company is
organized to authorize, co-issue, sell and deliver jointly with CML
Investments I L.P. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations and other collateral. CML
Investments I L.P. owns all the outstanding stock (State House I Corp. is the
General Partner of CML Investments I L.P.).
DHC, INC.
_________
A Connecticut corporation incorporated December 27, 1976. Type of business -
holding company. Connecticut Mutual owns all the stock.
<PAGE>
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Ohio)
__________________________________________________________________
An Ohio corporation incorporated March 18, 1982. Type of business - the sale
of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CMI
Insurance services, Inc. holds 100 shares (100%) of the issued and outstanding
Class B (non-voting) common. In addition, it controls 1 share (100%) of the
issued and outstanding Class A (voting) common through a voting trust.
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Massachusetts)
___________________________________________________________________________
A Massachusetts corporation incorporated March 18, 1982. Type of business -
the sale of, solicitation for, or procurement or making of insurance or
annuity contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding stock.
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Alabama)
_____________________________________________________________________
An Alabama corporation incorporated January 21, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. owns all of the issued and outstanding stock.
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA New York)
______________________________________________________________________
A New York corporation incorporated January 20, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.
DIVERSIFIED INSURANCE SERVICES AGENCY OF AMERICA, INC. (DISA Hawaii)
____________________________________________________________________
A Hawaii corporation incorporated January 13, 1982. Type of business - the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common
stock.
<PAGE>
G.R. PHELPS & CO., INC.
_______________________
A Connecticut corporation incorporated December 27, 1976 as AGCO, Inc.,
renamed Connecticut Mutual Financial services, Inc. on February 10, 1981,
renamed again to G.R. Phelps & Co. on May 31, 1989. Type of business -
broker/dealer and investment advisor. DHC, Inc. owns all the outstanding
stock.
STATE HOUSE I CORPORATION
_________________________
A Delaware corporation incorporated December 26, 1991. This company is
organized to (a) act as a general partner of CML Investments I L.P. which will
authorize, issue, sell and deliver, both by itself and jointly with CML
Investments I Corp. bonds, notes or other obligations secured by primarily
non-investment grade corporate debt obligations; (b) to act as general partner
of State House I L.P. which will hold a limited partnership interest in CML
Investments I L.P.
DHC, Inc. owns all of the outstanding stock.
SUNRIVER PROPERTIES, INC. - SHELL CORPORATION
______________________________________________
This is an Oregon corporation incorporated February 8, 1965. It is not
actively engaged in any business. However, its name is a valuable asset which
is associated with a development project in which CML has a substantial
interest.
URBAN PROPERTIES
________________
A Delaware corporation incorporated March 30, 1970. Type of business -
general partner in limited partnerships, real estate holding and development
company. DHC, Inc. owns all the outstanding stock.
Item 27. Number of Contract Owners
_________________________
Not Applicable
Item 28. Indemnification
_______________
The Bylaws of the Company provide that:
<PAGE>
The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable: Connecticut Law. Except where an
applicable insurance policy is procured, Connecticut General Statutes
("C.G.S.") Section 33-320a is the sole source of indemnification rights for
directors and officers of Connecticut corporations and for persons who may be
deemed to be controlling persons by reason of their status as a shareholder,
director, officer, employee or agent of a Connecticut corporation. Under
C.G.S. Section 33-320a, a corporation shall indemnify any director or officer
who was or is a party, or was threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter referred to as
"proceeding") by virtue of the fact that he or the person whose legal
representative he is: (i) is or was a director or officer of the corporation;
(ii) while a director or an officer of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise (hereinafter referred to as
"enterprise"), other than an employee benefit plan or trust; or (iii) while a
director or an officer of the corporation, is or was a director or officer
serving at the request of the corporation as a fiduciary or an employee
benefit plan or trust maintained for the benefit of employees of the
corporation or any other enterprise, against "covered expenditures" if (and
only if) his conduct met the applicable statutory eligibility standard. The
types of expenditures which are covered and the statutory eligibility standard
vary according to the type of proceeding to which the director or officer is
or was a party or was threatened to be made a party.
According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of
the corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually incurred by him in connection
with the proceeding, or any appeal therein, if and only if he acted (i) in
good faith and (ii) in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
fiduciary of any employee benefit plan or trust, in a manner he reasonably
believed to be in the best interests of the corporation or in the best
interest of the participants and beneficiaries of such employee benefit plan
or trust and consistent with the provisions of such employee benefit plan or
trust. However, where the proceeding brought is criminal in nature, C.G.S.
Section 33-320a requires that the director or officer must satisfy the
additional condition that he had no reasonable cause to believe that his
conduct was unlawful in order to be indemnified. A director or officer also
will be entitled to indemnification as described above if (i) he is successful
on the merits in the defense of any non-derivative proceeding brought against
him or (ii) a court shall have determined that in view of all the
<PAGE>
circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent
in writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.
For purposes of C.G.S. Section 33-320a, the termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not create, of itself, a presumption that the director
or officer did not act in good faith or in a manner which that director or
officer did not believe reasonably to be in the best interests of the
corporation or of the participants and beneficiaries of an employee benefit
plan or trust and consistent with the provisions of such plan or trust.
Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.
In non-derivative proceedings based on the purchase or sale of securities
of the corporation or of another enterprise, which the director or officer
serves or served at the request of the corporation, C.G.S. Section 33-320a
provides that the corporation shall indemnify the director or officer only
after a court shall have determined upon application that, in view of all the
circumstances, the director or officer is fairly and reasonably entitled to be
indemnified. Furthermore, the expenditures for which the director or officer
shall be indemnified shall be only such amount as the court determines to
appropriate.
Pursuant to C.G.S. Section 33-320a, where a director or officer was or is
a party or was threatened to be made a party to a derivative proceeding, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the proceeding or
any appeal therein, in relation to matters as to which he is finally adjudged
not to have breached his duty to the corporation. The corporation also shall
indemnify a director or officer where the court determines that, in view of
all the circumstances, such person is fairly and reasonably entitled to be
indemnified; however, in such a situation, the individual shall be indemnified
only for such amount as the court determines to be appropriate. Furthermore,
the statute provides that the corporation shall not indemnify a director or
officer for amounts paid to the corporation, to a plaintiff or to counsel for
a plaintiff in settling or otherwise disposing of a threatened or pending
action, with or without court approval, or for expenses incurred in defending
<PAGE>
a threatened action or a pending action which is settled or otherwise disposed
of without court approval.
C.G.S. Section 33-320a also provides that expenses incurred in defending
a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon authorization of the board of directors,
provided said expenses are indemnifiable under the statute and the director or
officer agrees to repay such amount if he is later found not entitled to
indemnification by the corporation.
Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. C.M. Life
Insurance Company was not established under Connecticut statute but was
instead created by special act of the Connecticut General Assembly.
Currently, its charter does not have provisions dealing with indemnification
of its directors or officers, therefore the provisions of C.G.S. Section
33-320a currently apply to such indemnification. However, in the event C.M.
Life Insurance Company's charter is amended by the Connecticut General
Assembly in such a manner which is inconsistent with the statute, the charter
would take precedence over C.G.S. Section 33-320a. Notwithstanding the above,
C.G.S. Section 33-320a specifically authorizes a corporation to procure
insurance providing greater indemnification rights than those set out in the
statute the premium cost of which may be shared with the director or officer
on such basis as may be agreed upon. The directors and officers may be
covered by an errors and omissions insurance policy or other insurance policy.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
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, the 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.
<PAGE>
Item 29. Principal Underwriters
______________________
(a) Not Applicable.
(b) Connecticut Mutual Financial Services, LLC is the distributor
of the Contracts. The following are the officers and directors of the
distributor.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Underwriter
- ------------------ ---------------------
<S> <C>
John D. Loewenberg Member Representative on behalf of
Connecticut Mutual Life Insurance
Company and Chairman
Frank Dranginis Member Representative on behalf of
Connecticut Mutual Strategic
Ventures, Inc.
Emelia Bruno Financial and Operations Principal
Theresa M. Squillacote Compliance Officer
Ann F. Lomeli Secretary
Ann Iseley Vice President
<FN>
* The Principal Business Address for all personnel is 140 Garden Street,
Hartford, Connecticut, 06154
</TABLE>
(c) Not Applicable.
Item 30. Location of Accounts and Records
________________________________
C.M. Life Insurance Company at 140 Garden Street, Hartford, Connecticut 06154
has possession of the accounts, books or documents of the Separate Account
required to be maintained by Section 31(a) of the Investment Company Act of
1940 and the rules promulgated thereunder.
<PAGE>
Item 31. Management Services
___________________
Not Applicable.
Item 32. Undertakings
____________
<TABLE>
<CAPTION>
<S> <C>
a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as
frequently as is necessary to ensure that the audited financial statements in the registration statement are never
are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.
contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the
contract offered by the Prospectus, a space that an applicant can check to request a Statement of
Information , (2) 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.
c. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statement required to be made available under this Form promptly upon written or oral request.
</TABLE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf, in the City of Hartford and State of Connecticut on this 27th day
of December, 1995.
<TABLE>
<CAPTION>
<S> <C>
C.M. MULTI-ACCOUNT A
Registrant
By: C.M. LIFE INSURANCE COMPANY
By: /S/ DAVID E. SAMS, JR.
----------------------
David E, Sams, Jr.
<PAGE>
By: C.M. LIFE INSURANCE COMPANY
Depositor
By: /S/ DAVID E. SAMS, JR.
----------------------
David E. Sams, Jr.
</TABLE>
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
- ------------- ------------------------------ --------------
DAVID E. SAMS, JR.* Director and Chairman December 27, 1995
David E. Sams, Jr.
JOHN D. LOEWENBERG* Director and Executive December 27, 1995
John D. Loewenberg Vice President
J. BRINKE MARCUCCILLI* Director and Chief December 27, 1995
J. Brinke Marcuccilli Financial Officer
EMELIA M. BRUNO* Controller December 27, 1995
Emelia M. Bruno (Principal Accounting Officer)
</TABLE>
*By:/S/ MICHAEL CHONG
_________________
Michael Chong
Attorney-in-fact
<PAGE>
