<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1996
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.
--- [ ]
Post-Effective Amendment No. 1 [ X ]
---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. 7 [ 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)
Depositor's Telephone Number, including Area Code (203) 987-6500
--------------
Name and Address of Agent for Service
-------------------------------------
Ann F. Lomeli, Secretary
C.M. Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Copy to:
Richard Howe, Esq.
C.M. Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Approximate Date of Proposed Public Offering:
Continuous
It is proposed that this filing will become effective
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ X / on May 1, 1996 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on (date) pursuant to paragraph (a) of the Rule 485
An indefinite amount of securities has been registered under the Securities Act
of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
<PAGE>
CROSS REFERENCE SHEET
(required by Rule 495)
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;
OFFITBANK Variable
Insurance Fund, Inc.;
Oppenheimer Variable
Account Funds
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 ContractValue............. 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
<PAGE>
CROSS REFERENCE SHEET CONT'D
(required by Rule 495)
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
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>
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 419162, KANSAS CITY, MO 64141, (800) 334-8117
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 Market 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
("Oppenheimer 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) 334-8117 or write to Stephen Wells, OFFITBANK, 520 Madison Avenue, New
York, New York 10022.
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 May 1,
1996.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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.
This Prospectus should be kept for future reference.
Prospectus Page 1
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Definitions............................................................. 4
Highlights.............................................................. 6
C.M. Multi-Account A Fee Table.......................................... 8
The Company............................................................. 10
The Separate Account.................................................... 10
Eligible Investments.................................................... 11
The OFFITBANK Variable Insurance Fund, Inc.......................... 11
Connecticut Mutual Financial Services Series Fund I, Inc. -- Money
Market Portfolio................................................... 11
Voting Rights....................................................... 12
Substitution of Securities.......................................... 12
Charges and Deductions.................................................. 12
Deduction for Mortality and Expense Risk Charge..................... 12
Deduction for Administrative Charge................................. 13
Deduction for Annual Contract Maintenance Charge.................... 13
Deduction for Premium and Other Taxes............................... 14
Deduction for Eligible Investments Expenses......................... 14
Deduction for Transfer Fee.......................................... 14
The Contracts........................................................... 14
Contract Owner...................................................... 14
Joint Contract Owners............................................... 15
Annuitant........................................................... 15
Assignment.......................................................... 15
Purchase Payments and Contract Value.................................... 15
Purchase Payments................................................... 15
Allocation of Purchase Payments..................................... 16
Contract Value...................................................... 17
Accumulation Units.................................................. 17
Accumulation Unit Value............................................. 17
Transfers............................................................... 17
Transfers During the Accumulation Period............................ 17
Transfers During the Annuity Period................................. 18
Withdrawals............................................................. 18
Systematic Withdrawals.............................................. 19
Suspension or Deferral of Payments.................................. 20
Proceeds Payable on Death............................................... 20
Death of Contract Owner During the Accumulation Period.............. 20
Death Benefit Amount During the Accumulation Period................. 20
Death Benefit Options During the Accumulation Period................ 20
</TABLE>
Prospectus Page 2
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Death of Contract Owner During the Annuity Period................... 21
Death of Annuitant.................................................. 21
Payment of Death Benefit............................................ 21
Beneficiary......................................................... 22
Change of Beneficiary............................................... 22
Annuity Provisions...................................................... 22
Annuity Guidelines.................................................. 22
Annuity Payments.................................................... 23
Fixed Annuity....................................................... 23
Variable Annuity.................................................... 23
Annuity Units and Payments.......................................... 23
Annuity Unit Value.................................................. 24
Annuity Options..................................................... 24
Annuity Option A -- Life Income................................. 25
Annuity Option B -- Life Income with Period Certain............. 25
Annuity Option C -- Joint and Last Survivor Payments............ 25
Annuity Option D -- Joint and 2/3rds Survivor Annuity........... 25
Annuity Option E -- Period Certain.............................. 25
Annuity Option F -- Special Income Settlement Agreement......... 25
Distributor............................................................. 25
Performance Information................................................. 25
Money Market Sub-Account............................................ 25
Other Sub-Accounts.................................................. 26
Tax Status.............................................................. 26
General............................................................. 27
Diversification..................................................... 28
Multiple Contracts.................................................. 29
Tax Treatment of Assignments........................................ 29
Income Tax Withholding.............................................. 29
Tax Treatment of Withdrawals -- Non-Qualified Contracts............. 29
Qualified Plans..................................................... 30
Tax Treatment of Withdrawals -- Qualified Contracts................. 31
Contracts Owned by Other Than Natural Persons....................... 32
Financial Statements.................................................... 32
Legal Proceedings....................................................... 33
Table of Contents of the Statement of Additional Information............ 34
</TABLE>
Prospectus Page 3
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 issu-
ance, 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.
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.
Prospectus Page 4
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
<TABLE>
<S> <C>
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 segre-
gated 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.
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 suc-
ceeding 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.
</TABLE>
Prospectus Page 5
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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. ("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 ). 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 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
Prospectus Page 6
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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.)
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.
Prospectus Page 7
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
C.M. MULTI-ACCOUNT A FEE TABLE
(See Note 1 Below.)
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES
There are no sales loads assessed against Purchase
Payments or amounts withdrawn. (See Note 2 below.)
Transfer Fee (See No charge is imposed for the first 12 transfers in a
Note 3 below.) 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 $35 per Contract per Contract Year.
Maintenance Charge
(See Note 4 below.)
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Charge (See Note 5 below)... 0.38%
Administrative Charge (See Note 6 below)............... 0.01%
-----
Total Separate Account Annual Expenses................. 0.39%
- --------------------------------------------------------------------------------
ELIGIBLE INVESTMENT'S ESTIMATED ANNUAL EXPENSES FOR 1995
(AS A PERCENTAGE OF THE AVERAGE NET ASSETS OF A FUND OR PORTFOLIO)
<TABLE>
<CAPTION>
FUND
ADVISORY OTHER OPERATING
FEES EXPENSES EXPENSES
-------- -------- ---------
<S> <C> <C> <C>
OFFITBANK VIF -- Investment Grade Global Debt Fund.......... 0.80% 0.25% 1.05%
OFFITBANK VIF -- Emerging Markets Fund...................... 0.90% 0.30% 1.20%
OFFITBANK VIF -- High Yield Fund............................ 0.85% 0.06% 0.91%
Oppenheimer Money Fund...................................... 0.45% 0.06% 0.51%
</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>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
OFFITBANK VIF -- Investment Grade Global Debt Fund.......... $15.19 $ 47.18
OFFITBANK VIF -- Emerging Markets Fund...................... $16.77 $ 51.99
OFFITBANK VIF -- High Yield Fund............................ $13.72 $ 42.68
Oppenheimer Money Fund...................................... $ 9.52 $ 29.74
</TABLE>
Prospectus Page 8
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 $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 0.007% of assets, based on an anticipated average Contract Value of
$500,000.
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.
Prospectus Page 9
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
THE COMPANY
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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
Massachusetts Mutual Life Insurance Company ("MassMutual"). MassMutual is a
mutual life insurance company specially chartered by the Commonwealth of
Massachusetts on May 14, 1851. It is currently licensed to transact life
(including variable life), accident, and health insurance business in all
states, the District of Columbia and certain provinces of Canada. As of March 1,
1996, MassMutual had total assets of $50 billion.
Prior to Febrary 29, 1996, C.M. Life was a wholly-owned subsidiary of
Connecticut Mutual Life Insurance Company ("CML"). On February 29, 1996, CML
merged with and into MassMutual. CML was a mutual life insurance company
originally chartered by a special act of the Connecticut General Assembly in
1846. Prior to the merger, CML was the nation's sixth oldest life insurance
company. Upon the merger, CML's existence ceased and MassMutual became the
surviving company under the name Massachusetts Mutual Life Insurance Company. In
approving the merger, the boards of directors of MassMutual and CML determined
that the merger would result in a combined company that would be stronger and
more efficient and therefore more competitive than either MassMutual or CML
alone. On January 26, 1996, 95.76% of the policyholders of MassMutual and 95.75%
of the insureds of MassMutual each voting as a separate class, voted to approve
the merger. On January 27, 1996, 94.0% of the policyholders of CML and 94.27% of
the members of CML, each voting as a separate class, voted to approve the
merger. In addition, the Connecticut Insurance Department and the Massachusetts
Division of Insurance have approved the merger. The merger did not affect any
provisions of, or rights or obligations under, the Contracts issued by C.M.
Life.
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THE SEPARATE ACCOUNT
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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.
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 Grade Global Debt
Fund and OFFITBANK VIF -- Emerging Markets Fund) or the Oppenheimer Money Fund
of the Oppenheimer Variable Account Funds. There is no assurance that the
investment objectives of any of the Eligible Investments will be met. Contract
Owners bear the
Prospectus Page 10
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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. Some Funds or Portfolios may not be available to
Contract Owners residing in certain states. 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.
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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
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 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.
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OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Funds is an open-end management investment company. The Funds'
investment adviser is OppenheimerFunds, Inc. ("OppenheimerFunds") formerly named
Oppenheimer Management Corporation, which (including a subsidiary) advises
investment company portfolios having over $50 billion in assets and nearly 3
million shareholder accounts. OppenheimerFunds has operated as an investment
adviser since 1959. Oppenheimer Acquisition Corp., a holding company that is
owned in part by senior officers of OppenheimerFunds and controlled by
MassMutual. OppenheimerFunds' address is Two World Trade Center, New York, New
York 10048.
Prospectus Page 11
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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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 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.
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CHARGES AND DEDUCTIONS
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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
Prospectus Page 12
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE 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.
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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 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.
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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.
Prospectus Page 13
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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.
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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.
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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.
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THE CONTRACTS
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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.
The 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 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 .)
Prospectus Page 14
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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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.
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PURCHASE PAYMENTS AND
CONTRACT VALUE
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PURCHASE PAYMENTS
The 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.
Prospectus Page 15
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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.
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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.
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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.
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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
Prospectus Page 16
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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TRANSFERS
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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, or
the minimum amount permitted by applicable state law, 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.
Prospectus Page 17
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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, or the minimum amount permitted
by applicable state law, 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 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.
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WITHDRAWALS
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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:
1. The Contract Value as of the end of the Valuation Period during which a
Written Request for a withdrawal is received; less
Prospectus Page 18
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C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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
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 .)
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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. Contract 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.
Prospectus Page 19
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
SUSPENSION OR DEFERRAL OF PAYMENTS
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
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;
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.
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PROCEEDS PAYABLE ON DEATH
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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.
A 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.
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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.
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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:
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<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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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.
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PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
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.
Prospectus Page 21
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
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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:
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.
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.
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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.
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ANNUITY PROVISIONS
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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.
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
Prospectus Page 22
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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
Expense 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.
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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.
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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.
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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.
Prospectus Page 23
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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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.
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
Periodic 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
Prospectus Page 24
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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.
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DISTRIBUTION
- --------------------------------------------------------------------------------
MML Distributors, LLC ("MML Distributors"), formerly known as Connecticut Mutual
Financial Services, LLC, is the distributor of the Contracts. MML Distributors
is a limited liability corporation. On March 1, 1996, MML Investors Services,
Inc. ("MMLISI") began serving as co-underwriter of the Contracts. Both MML
Distributors and MMLISI are broker-dealers registered with the Securities and
Exchange Commission and members of the National Association of Securities
Dealers, Inc. MML Distributors and MMLISI are indirect wholly owned subsidiaries
of Massachusetts Mutual Life Insurance Company and affiliates of C.M. Life
Insurance Company.
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the Securities and Exchange Commission and are members
of the National Association of Securities Dealers, Inc. ("selling brokers").
Contracts are sold through agents who are licensed by state insurance officials
to sell the Contracts. These agents are also registered representatives of
selling brokers or of MMLISI.
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota, and Washington, and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio, and West Virginia.
It is anticipated that the offering of the Contracts will be continuous.
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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
Prospectus Page 25
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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).
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
Prospectus Page 26
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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.
Prospectus Page 27
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
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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.
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.
Prospectus Page 28
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.
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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. 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
Prospectus Page 29
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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
Prospectus Page 30
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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
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
Prospectus Page 31
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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 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.
Prospectus Page 32
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
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.
Prospectus Page 33
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item Page
- ---- ----
Company......................................... B-3
Experts......................................... B-3
Distributors.................................... B-3
Yield Calculation for Money Market Sub-Account.. B-4
Performance Information......................... B-4
Annuity Provisions.............................. B-6
Financial Statements............................ B-7
</TABLE>
<PAGE>
__________________
__________________
__________________
FRONT
C.M. Life Insurance Company
Attention: XXXXXXXXXXXX
P.O. Box XXXX
Hartford, Connecticut 06154
<PAGE>
PLEASE SEND ME, AT NO CHARGE THE STATEMENT OF ADDITIONAL
INFORMATION DATED MAY 1, 1996 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
<PAGE>
PART B
<PAGE>
PART B
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 MAY 1, 1996 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) 334-8117 OR WRITE THE DISTRIBUTOR: MML DISTRIBUTORS,
LLC, One Monarch Place, 1414 Main Street, Springfield, MA 01144-1013.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1996.
B-1
<PAGE>
TABLE OF CONTENTS
Page
----
Company......................................................... B-3
Experts......................................................... B-3
Distributors.................................................... B-3
Yield Calculation For Money Market Sub-Account.................. B-4
Performance Information......................................... B-4
Annuity Provisions.............................................. B-6
Financial Statements............................................ B-7
B-2
<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, 1995 and
1994, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1995 have been included
herein in reliance on the report of Arthur Andersen LLP, independent
auditors, appearing elsewhere herein, and upon the authority of such auditors
as experts in accounting and auditing.
DISTRIBUTORS
MML Distributors, LLC ("MML Distributors"), formerly known as Connecticut Mutual
Financial Services, LLC, is the distributor of the Contracts. MML Distributors
is a limited liability corporation. On March 1, 1996, MML Investors
Services, Inc. ("MMLISI") began serving as co-underwriter of the Contracts.
Both MML Distributors and MMLISI are broker-dealers registered with the
Securities and Exchange Commission and members of the National Association of
Securities Dealers, Inc. MML Distributors and MMLISI are indirect wholly
owned subsidiaries of Massachusetts Mutual Life Insurance Company and
affiliates of C.M. Life Insurance Company.
B-3
<PAGE>
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the Securities and Exchange Commission and are
members of the National Association of Securities Dealers, Inc. ("selling
brokers"). Contracts are sold through agents who are licensed by state
insurance officials to sell the Contracts. These agents are also registered
representatives of selling brokers or of MMLISI.
MML Distributors does business under different variations of its name;
including the name MML Distributors, L.L.C. in the states of Illinois,
Michigan, Oklahoma, South Dakota, and Washington, and the name MML
Distributors, Limited Liability Company in the states of Maine, Ohio, and
West Virginia.
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.
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
B-4
<PAGE>
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 Annual Contract Maintenance Charge for
purposes of computing this hypothetical value will be prorated among the
Sub-Accounts of the Separate Account based upon the percentage of in-force
Contracts investing in each of the Sub-Accounts. The percentages used are
those determined as of the most recent calendar year. For the first year of
the Separate Account's operation, the percentages used will be evenly
allocated among the Sub-Accounts. In general, the percentages are used in all
instances where a Contract Maintenance Charge is deducted in the calculation.
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
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.
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]
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.
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.
B-5
<PAGE>
The Policies were first offered to the public in 1996. However, total return
data may be advertised based on the period of time the Portfolios of the
Funds have been in existence. The results for any period prior to the
Contracts being offered will be calculated as if the Contracts had been
offered during that period of time, with all charges assumed to be those
applicable to the Contracts.
The Separate Account may from time to time also disclose average annual total
returns in non-standard formats in conjunction with the standard format
described above. The non-standard format calculation will be indentical to
the standard format except it will NOT take any sales or surrender charges
into account.
Historical non-standard peformance data are contained in the tables appearing
below.
The Fund may from time to time also discuss cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula, assuming no sales charge.
CTR = (ERV/P) - 1
Where: CTR = the cumulative total return net of a Sub-
Account recurring charges for the period
ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
one, five, or ten-year (or other) period, at
the end of the one, five, or ten-year (or other)
period (or fractional portion thereof)
P = a hypothetical initial payment of $1,000.
All non-standard performance data will only be advertised if the standard
total return performance data is also included in the advertisement.
The following is a list of those publications which may be cited in
advertising materials which contain articles describing investment results or
other data relative to one or more of the Sub-Accounts.
Broker World Financial World
Across the Board Advertising Age
American Banker Barron's
Best's Review Business Insurance
Business Month Business Week
Changing Times Consumer Reports
Economist Financial Planning
Forbes Fortune
Inc. Institutional Investor
Insurance Forum Insurance Sales
Insurance Week Journal of Accountancy
Journal of the American Society of Journal of Commerce
CLU & ChFC Life Association News
Life Insurance Selling Manager's Magazine
MarketFacts Money
National Underwriter Nation's Business
New Choices (formerly 50 Plus) New York Times
Pension World Pensions & Investments
Rough Notes Round the Table
U.S. Banker Wall Street Journal
Working Woman Morningstar, Inc.
Financial Services Week Weisenberger Investment Companies Service
Kiplinger's Personal Finance Medical Economics
Registered Representative Investment Advisor
U.S. News & World Report Time
CDA Tillinghast
Financial Times American Agent and Broker
Insurance Product News Insurance Times
LIMRA's Marketfacts Professional Insurance Agents
Investment Dealers Digest Insurance Review
Investor's Business Daily Insurance Advocate
Independent Agent Professional Agent
California Broker Life Times
Hartford Courant New England Business
Entrepreneur Entrepreneurial Woman
USA Today Business Marketing Independent Business
Adweek Consumer's Digest
Newsweek Crain's
Success The Standard
The Washington Post Knight-Ridder
Associated Press United Press International
Reuter's Bloomberg
Business Wire Business News Features
Dow Jones News Service VARDS
Variable Annuity Reporting and Value Line
Data Service
From time to time the sales of variable annuity contracts under the Separate
Account may be published on a gross or net basis and for various periods of
time, and such sales compared with sales of similar annuity products reported
for other separate accounts unaffiliated with MML and with industry averages
reported by Lipper Financial Services, Inc. and other reporting services. The
effect of compounding may also be discussed.
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;
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.
B-6
<PAGE>
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.
(See "Annuity Provisions" in the Prospectus.)
FINANCIAL STATEMENTS
The consolidated financial statements of the Company included herein
have been prepared in accordance with accounting practices and procedures
prescribed or permitted by the Insurance Department of the State of
Connecticut and 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 December 31, 1995, the Sub-Accounts available under the
Contract had no assets.
B-7
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To C.M. Life Insurance Company:
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, 1995 and 1994, and the related
statements of operations, stockholder's equity and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
and the schedules referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules 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, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules I and VI are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
Arthur Andersen LLP
Hartford, Connecticut
February 15, 1996
(Except with respect to the matter discussed in Note 13,
as to which the date is March 4, 1996.)
<PAGE>
SELECTED FINANCIAL DATA
C.M. LIFE INSURANCE COMPANY
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31,
($ IN THOUSANDS)
<TABLE>
<CAPTION>
Revenues: 1995 1994 1993 1992 1991
- --------- ---- ---- ---- ---- ----
<S> <C> <C> <C>
Premiums, annuity considerations and other income $135,949 $112,222 $108,460 $117,805 $125,763
Less: reinsurance ceded (50,732) (54,032) (56,905) (60,830) (15,846)
-------- -------- -------- -------- --------
Net premiums, annuity considerations and other income 85,217 58,190 51,555 56,975 109,917
Net investment income and realized gains and losses 67,675 57,354 57,919 56,286 53,187
-------- -------- -------- -------- --------
Total Revenue 152,892 115,544 109,474 113,261 163,104
Benefits, Losses and Expenses:
- ------------------------------
Benefits, claims and settlement expenses 132,067 101,243 98,700 111,843 129,797
Other operating expenses 50,837 28,829 28,440 35,369 47,199
Less: reinsurance benefits and expenses ceded (52,538) (45,804) (50,001) (54,537) (25,156)
---------- ---------- -------- -------- --------
Total Benefits, Losses and Expenses 130,366 84,268 77,139 92,675 151,840
---------- ---------- -------- -------- --------
Income Before Federal Income Tax Expense 22,526 31,276 32,335 20,586 11,264
Federal Income Tax Expense 8,776 13,488 11,241 9,055 6,429
---------- ---------- -------- -------- --------
Net Income $13,750 $17,788 $21,094 $11,531 $4,835
---------- ---------- -------- -------- --------
---------- ---------- -------- -------- --------
Total Assets $1,533,748 $1,208,291 $970,010 $768,333 $664,755
---------- ---------- -------- -------- --------
---------- ---------- -------- -------- --------
</TABLE>
The preceding selected financial data of C.M. Life should be read in conjunction
with the financial statements and notes thereto and the related management's
discussion and analysis.
For the year ended December 31, 1995, C.M. Life had net income of $13,750, as
compared with net income of $17,788 in 1994. The decrease in net income of
$4,038 is attributable to increased benefit, claims and settlement expenses
and increased acquisition and insurance expenses which exceeded the increase
in net premiums and net investment income.
<PAGE>
C.M. LIFE INSURANCE COMPANY
BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1994
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments:
Fixed maturities at cost (fair value: $767,888 in 1995 and $ 736,099 $ 717,291
$684,213 in 1994)
Preferred stock at cost (fair value: $210 in 1995 and
$2,065 in 1994) 263 1,815
Common stock at market value (cost: $64,225 in 1995) 72,361 -
Mortgage loans on real estate at net realizable value 26,705 42,038
Real estate at cost - 1,897
Policy loans at outstanding balance 126,014 109,720
Cash and cash equivalents 15,069 3,025
--------- ---------
Total investments 976,511 875,786
Accrued investment income 14,781 14,023
Premiums due and deferred 6,831 5,330
Amounts due from reinsurers 902 1,162
Other assets 3,291 2,318
Assets of Separate Account 531,432 309,672
--------- ---------
TOTAL ASSETS $1,533,748 $1,208,291
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDER'S EQUITY:
LIABILITIES:
Future policy benefits $813,188 $751,808
Policy claims and benefits currently payable 2,026 1,772
Indebtedness to related parties 12,624 6,965
Federal income tax payable 2,820 2,446
Asset valuation reserve 15,868 6,640
Other liabilities 10,622 7,906
Other deposits 54,269 31,690
Transfers due from Separate Account (22,300) (14,445)
Liabilities of Separate Account 531,432 309,672
--------- ---------
TOTAL LIABILITIES 1,420,549 1,104,454
--------- ---------
--------- ---------
COMMITMENTS AND CONTINGENCIES - SEE NOTE 12
STOCKHOLDER'S EQUITY:
Common stock, $200 par value - 50,000 shares authorized, 2,500 2,500
12,500 shares issued and outstanding
Additional paid-in capital 43,759 43,759
Retained earnings 66,940 57,578
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 113,199 103,837
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $1,533,748 $1,208,291
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
($ IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations $134,278 $111,238 $108,097
Less: reinsurance ceded (50,732) (54,032) (56,905)
--------- --------- --------
Net premiums and annuity considerations 83,546 57,206 51,192
Net investment income 68,815 59,887 57,460
Net realized capital (losses) gains on investments (1,140) (2,533) 459
Other income 1,671 984 363
-------- --------- ---------
TOTAL REVENUES 152,892 115,544 109,474
-------- --------- ---------
BENEFITS, LOSSES AND EXPENSES:
Benefits, claims and settlement expenses 132,067 101,243 98,700
Acquisition and insurance expenses 45,820 24,630 25,436
Other expenses 5,017 4,199 3,004
Less: reinsurance benefits and expenses ceded (52,538) (45,804) (50,001)
--------- --------- --------
TOTAL BENEFITS, LOSSES AND EXPENSES 130,366 84,268 77,139
--------- --------- --------
INCOME BEFORE FEDERAL INCOME TAX EXPENSE 22,526 31,276 32,335
FEDERAL INCOME TAX EXPENSE 8,776 13,488 11,241
--------- --------- --------
NET INCOME $13,750 $17,788 $21,094
--------- --------- --------
--------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
($ IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Common Stock $2,500 $2,500 $2,500
Additional Paid-in Capital 43,759 43,759 43,759
--------- --------- --------
46,259 46,259 46,259
Retained Earnings
Balance, beginning of year 57,578 41,639 21,163
Net income 13,750 17,788 21,094
Change in asset valuation reserve (9,228) (106) (1,313)
Change in nonadmitted assets (1,157) (1,761) 675
Net unrealized capital gain 5,997 18 84
Other - - (64)
--------- --------- --------
Balance, end of year 66,940 57,578 41,639
--------- --------- --------
TOTAL STOCKHOLDER'S EQUITY $113,199 $103,837 $87,898
--------- --------- --------
--------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
($ IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- --------
<S> <C> <C> <C>
CASH PROVIDED:
Premiums and annuity considerations, net of reinsurance $82,207 $56,346 $49,530
Other deposits 177,301 193,970 129,030
Net investment income 69,306 60,886 58,728
Commission and expense allowance and reserve adjustment
on reinsurance ceded 13,904 22,484 29,576
Other 9,196 - 2,106
--------- --------- --------
351,914 333,686 268,970
--------- --------- --------
Benefits and interest to policyholders and beneficiaries, net of
reinsurance (58,415) (43,808) (28,973)
Acquisition and insurance expenses, net of reinsurance (49,690) (25,934) (28,619)
Transfers to Separate Account (135,757) (168,913) (114,917)
Federal income taxes paid (8,445) (10,076) (11,579)
Other payments, net (17,838) (15,132) (17,903)
--------- --------- --------
(270,145) (263,863) (201,991)
--------- --------- --------
Net cash provided by operations 81,769 69,823 66,979
Proceeds from the disposition of:
Fixed maturities 382,105 224,884 334,801
Equity securities 11,191 - 2,629
Mortgage loans on real estate 12,725 24,154 10,833
Other cash provided - - 855
--------- --------- --------
Total cash provided 487,790 318,861 416,097
--------- --------- --------
CASH APPLIED:
Purchases of fixed maturities 401,658 320,272 408,017
Purchases of equity securities 72,911 - 296
Other applications 1,177 1,153 3,974
--------- --------- --------
Total cash applied 475,746 321,425 412,287
--------- --------- --------
Net increase (decrease) in cash and cash equivalents 12,044 (2,564) 3,810
CASH AND CASH EQUIVALENTS:
Beginning of year 3,025 5,589 1,779
--------- --------- --------
End of year $15,069 $3,025 $5,589
--------- --------- --------
--------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
C.M. Life Insurance Company
Notes to Financial Statements
December 31, 1995, 1994 and 1993
($ 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). C.M. Life is primarily engaged in the sale of
individual life insurance and annuity products. C.M. Life is licensed
to transact business in all states except New York.
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 (GAAP) 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 $3,839 and $2,684 as of December 31, 1995 and 1994.
b. Investments - Investments are valued in accordance with procedures
prescribed by the NAIC. Fixed maturities eligible for amortization
are reported at amortized cost. Eligible preferred stocks are
reported at cost and common stocks are reported at market value.
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 principal balance or fair value. Investments
in real estate which have been identified for possible sale within
the next twelve months are reported at the lower of cost, less
accumulated depreciation 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.
The Company maintains an Interest Maintenance Reserve (IMR),
prescribed by the NAIC, for all fixed income investments and defers
all interest rate related 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 retained earnings.
The Asset Valuation Reserve (AVR), prescribed by the NAIC, provides
a general reserve for possible decline in the value of bonds,
stocks, mortgage loans, real estate and other invested assets. The
reserve is computed based on prescribed factors, each designed to
address specific asset risks. Changes in the AVR are charged or
credited directly to retained earnings. The AVR increased by $9,228
and $106 in 1995 and 1994, respectively.
<PAGE>
There were no investments which exceeded 10% of total stockholder's
equity as of December 31, 1995 and 1994.
Loans overdue more than 12 months were as follows:
1995 1994
---- ----
Defaults on mortgages: (non-income
producing for 12 months) $2,774 $2,774
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." See Note 8.
d. Reserves for Payment of Future Benefits: Reserves for payment of
future benefits on life insurance, developed using 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 8.0%, 7.0% and 7.5% in
1995, 1994 and 1993, 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 twelve 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 stating 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
<PAGE>
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.
i. Reclassifications: The 1994 and 1993 financial statements and
Notes to Financial Statements reflect certain reclassifications to
conform with the 1995 presentation.
<PAGE>
j. Certain Risks and Uncertainties: The preparation of these
financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities as well as disclosures of contingent assets and
liabilities, both at the date of the financial statements.
Management must also make estimates and assumptions that affect
amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates. Future events, which
could impact the estimates used in these financial statements,
include changes in the levels of mortality and interest rates.
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 $24,245 in 1995, $18,348
in 1994, and $16,431 in 1993. In 1995, 1994, and 1993, 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 $602, $435, and $446 in premiums under the agreement in 1995,
1994 and 1993, 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, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
1995 Value Gains Losses Value
- ---- ----- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government $24,102 $1,764 $2 $25,864
Special Revenue and
Special Assessment
Obligations and all
Non-guaranteed Obli-
gations of Government
Agencies, Authorities,
and Subdivisions 3,715 - 6 3,709
Foreign Government,
Province & Municipal 11,186 483 295 11,374
Public Utility 45,150 2,303 16 47,437
Mortgage Backed
Obligations 150,694 7,144 347 157,491
Industrial and
Miscellaneous 501,252 21,472 711 522,013
-------- ------- ------ --------
Total Fixed Maturities $736,099 $33,166 $1,377 $767,888
-------- ------- ------ --------
-------- ------- ------ --------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
1994 Value Gains Losses Value
- ---- ----- ----- ------ -----
<S>
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
<PAGE>
Industrial and
Miscellaneous 427,828 967 17,980 410,815
-------- ------- ------ --------
Total Fixed Maturities $717,291 $1,844 $34,922 $684,213
-------- ------- ------ --------
-------- ------- ------ --------
</TABLE>
The carrying value and estimated fair value of C.M. Life's fixed
maturities at December 31, 1995, by contractual maturity, are shown below.
Actual maturities may differ from contractual maturities because borrowers
may have the right to prepay obligations with or without prepayment
penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ----------
<S> <C> <C>
Due in one year or less $ 17,729 $ 17,781
Due after one year through five years 306,539 313,886
Due after five years through ten years 225,283 240,231
Due after ten years 35,854 38,499
Mortgage-backed securities 150,694 157,491
--------- ----------
Total $736,099 $767,888
--------- ----------
--------- ----------
</TABLE>
Proceeds from sales of fixed maturities were $380,567, $224,884, and
$334,801 for 1995, 1994 and 1993, respectively. Gross gains of $3,598,
$1,358, and $5,931 and gross losses of $4,658, $4,439, and $1,016 were
realized on those sales for 1995, 1994 and 1993, respectively.
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>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
United States
Northeast $15,241 $22,111
South Atlantic 8,187 13,090
South Central - 3,462
West 3,277 3,375
------- -------
Total $26,705 $42,038
------- -------
------- -------
</TABLE>
Outstanding mortgages whose terms have been modified aggregated $17,128
and $24,034 which represents 64.1% and 57.2% of the total portfolio as
of December 31, 1995 and 1994, respectively. Income recognized during
1995, 1994 and 1993 on these restructured loans was $1,317, $1,379 and
$1,495, respectively. Income that would have been recognized during 1995,
1994 and 1993 on these loans, if such loans had been current in accordance
with their original terms and had been outstanding throughout the year, was
$1,799, $2,296 and $2,568, respectively. Commitments to loan additional
funds to mortgage loan borrowers, on loans whose terms have been modified,
are not significant.
Loans either overdue more than three months or in the process of
foreclosure were $2,774 at December 31, 1995 and 1994. Additionally,
C.M. Life had properties which it acquired in satisfaction of debt of
$1,897 at December 31, 1994.
<PAGE>
7. DERIVATIVES:
C.M. Life makes only limited use of derivative instruments (as defined in
Statement of Financial Accounting Standards No. 119 "DISCLOSURE ABOUT
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS")
which include swaps, options and futures, to hedge equity exposure and to
hedge reinvestment of proceeds from major anticipated transactions.
Derivatives are not used for trading purposes. C.M. Life held one swap
investment totaling $12,000 notional amount as of December 31, 1995.
During 1995 options (protective puts) were utilized to hedge equity
exposures and were accounted for on a mark to market basis. The net
1995 realized losses from this activity were $140. The notional amount
of such options totaled $35,900 as of December 31, 1995.
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. No interest rate futures were held as of
December 31, 1995 and 1994.
8. FAIR VALUE DISCLOSURE OF OTHER FINANCIAL INSTRUMENTS:
The Company has identified certain assets and liabilities as financial
instruments that require fair value disclosure. 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 liquidation
sale. If quoted market prices are not available, the values are estimated
using discounted cash flow analysis or other valuation techniques. These
various techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. 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.
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.
The estimated fair value for the equity securities is based on quoted
market prices from national securities exchanges and over-the-counter
markets.
The fair 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. Non-performing mortgages are valued based on a
discounted cash flow analysis on the underlying collateral using the
current market rate for similar collateral.
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
impractical to estimate the fair value of fixed rate 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.
Separate Account assets and liabilities are valued at market.
A portion of annuity reserves, which represent contracts in their
accumulation phase, are considered to be financial instruments. The Company
determines fair value to be equal to the cash surrender value of these
contracts (including market value adjustments, if any), which represents the
amount payable to policyholders on demand.
<PAGE>
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 assets and liabilities, which the Company has
identified as investment contracts and borrowed funds, are as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
-------- ---------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Bonds $736,099 $767,888 $717,291 $684,213
Common and Preferred Stock 72,624 72,571 1,815 2,065
Mortgages 26,705 26,783 42,038 40,241
Policy Loans 126,014 126,014 109,720 109,720
Cash and Cash Equivalents 15,069 15,069 3,025 3,025
Assets of Separate Account 531,432 531,432 309,672 309,672
LIABILITIES
Future Policy Benefits
Annuity Reserves- Accumulation
Phase 49,078 49,683 30,239 28,868
Other Deposits 54,269 54,918 31,690 29,484
Other Liabilities
Funds Deposited Under Income
Settlements-
Supplementary Contracts Without
Life Contingencies 215 208 270 260
Liabilities of Separate Account 531,432 531,432 309,672 309,672
</TABLE>
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 $34,008, $16,412 and $18,831 in 1995, 1994 and 1993,
respectively.
10. NET INVESTMENT INCOME:
Net Investment Income is comprised of the following:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Fixed maturities $54,625 $47,658 $ 43,983
Mortgage loans on real estate 2,709 4,383 5,813
Policy loans 9,905 7,925 7,448
Amortization of IMR (60) 309 251
Other 3,091 1,449 1,844
------- ------- --------
Total investment income 70,270 61,724 59,339
Less: Applicable investment expenses 1,455 1,837 1,879
------- ------- --------
Net investment income $68,815 $59,887 $ 57,460
------- ------- --------
------- ------- --------
</TABLE>
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 Statements of Operations.
<PAGE>
11. 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>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Realized Gains and Losses:
Fixed Maturities:
Realized gains $ 3,598 $ 1,358 $ 5,931
Realized losse (4,658) (4,439) (1,016)
--------- ----------- -----------
(1,060) (3,081) 4,915
--------- ----------- -----------
Equity Securities and Options:
Realized gains 1,518 - 4
Realized losses (758) - -
--------- ----------- -----------
760 - 4
--------- ----------- -----------
Real Estate:
Realized gains - - -
Realized losses (310) (2,158) -
--------- ----------- -----------
(310) (2,158) -
--------- ----------- -----------
Mortgage Loans:
Realized gains 52 - -
Realized losses (1,404) (2,093) (13)
--------- ----------- -----------
(1,352) (2,093) (13)
--------- ----------- -----------
(Gains)/Losses Transferred to IMR 822 4,799 (4,447)
Net Realized Capital Gains/(Losses) $ (1,140) $ (2,533) $ 459
--------- ----------- -----------
--------- ----------- -----------
Unrealized Gains and Losses:
Fixed Maturities:
Net unrealized gains(losses),end of year $31,789 $(33,077) $ 20,870
Net unrealized gains, beginning of year (33,077) 20,870 16,497
--------- ----------- -----------
Change in unrealized gains or
losses on fixed maturities $64,866 $(53,947) $ 4,373
--------- ----------- -----------
--------- ----------- -----------
</TABLE>
The change in unrealized gains and (losses) for equity securities were
$7,422, $(30), and $50 as of December 31, 1995, 1994 and 1993,
respectively.
12. CONTINGENCIES:
C.M. Life is involved in regulatory proceedings and various litigation
in the ordinary course of business. In the opinion of management, the
ultimate resolution of such proceedings and litigation will not result
in fines or judgements which, in the aggregate, would materially affect
C.M. Life's financial position.
13. MERGER OF CONNECTICUT MUTUAL:
On September 8, 1995, the Board of Directors of Connecticut Mutual
approved the merger of Connecticut Mutual and Massachusetts Mutual
Life Insurance Company. Thereafter, a definitive agreement was signed
by both companies. On January 27, 1996, Connecticut Mutual and
insurance subsidiary policyholders' and other insureds and annuitants
approved the merger. The merger was reviewed by the insurance regulatory
authorities in Massachusetts and Connecticut, and approved. The merger
was effective March 1, 1996.
<PAGE>
SCHEDULE I
C.M. LIFE INSURANCE COMPANY
SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 1995
($ IN THOUSANDS)
<TABLE>
<CAPTION>
Fair Balance
Cost or Value Sheet
Type of Investment Other Basis (see note) Amount
----------- --------- ---------
<S> <C> <C> <C>
Fixed Maturities:
U.S. Government $24,102 $25,864 $24,102
Special Revenue and Special
Assessment Obligations
and all Non-guaranteed Obligations
of Government Agencies
Authorities, and Subdivisions 3,715 3,709 3,715
Foreign Government, Province and
Municipal 11,186 11,374 11,186
Public Utility 45,150 47,437 45,150
Mortgage Backed Obligations 150,694 157,491 150,694
Industrial and Miscellaneous 501,252 522,013 501,252
-------- --------- --------
Total Fixed Maturities 736,099 767,888 736,099
-------- --------- --------
Equity Securities:
Nonredeemable Preferred Stocks 263 210 263
Common Stocks 64,225 72,361 72,361
-------- --------- --------
Total Equity Securities 64,488 72,571 72,624
-------- --------- --------
Total Fixed Maturities and
Equity Securities 800,587 840,459 808,723
-------- --------- --------
Other Investments:
Mortgage Loans on Real Estate 33,611 26,783 26,705
Real Estate - (see note) -
Policy Loans 126,014 (see note) 126,014
Cash and Cash Equivalents 15,069 15,069 15,069
-------- --------- --------
---------
Total Other Investments 174,694 167,788
-------- --------
Total Investments $975,281 $976,511
-------- --------
-------- --------
</TABLE>
<PAGE>
Note: Fair values for equity securities and fixed maturities approximate
those quotations published by applicable stock exchanges or are received
from other reliable sources. Fair values for real estate are
not readily available. Approximately 98% of policy loans are comprised of
variable interest rate loans whose carrying value approximate fair value.
<PAGE>
Schedule VI
C.M. Life Insurance Company
Reinsurance
For the Years Ended December 31, 1995, 1994 and 1993
($ In Thousands)
<TABLE>
<CAPTION>
Ceded
Gross To Other Net
Amount Companies Amount
------ --------- -------
<S> <C> <C> <C>
DECEMBER 31, 1995
Life insurance in force $19,132,954 $7,323,441 $11,809,513
----------- ---------- -----------
----------- ---------- -----------
Premiums: Life Insurance $134,278 $50,732 $83,546
----------- ---------- -----------
----------- ---------- -----------
DECEMBER 31, 1994
Life insurance in force $15,800,300 $7,310,290 $8,490,010
----------- ---------- -----------
----------- ---------- -----------
Premiums: Life Insurance $111,238 $54,032 $57,206
----------- ---------- -----------
----------- ---------- -----------
DECEMBER 31, 1993
Life insurance in force $14,521,452 $7,382,223 $7,139,229
----------- ---------- -----------
----------- ---------- -----------
Premiums: Life insurance $108,097 $56,905 $51,192
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
<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:
1. Report of Independent Public Accountants.
2. Balance Sheets as of December 31, 1995 and 1994.
3. Statements of Operations for the Years Ended December 31, 1995,
1994 and 1993.
4. Statements of Stockholder's Equity for the Years Ended December
31, 1995, 1994 and 1993.
5. Statements of Cash Flows for the Years Ended December 31, 1995,
1994 and 1993.
6. Notes to Financial Statements - December 31, 1995, 1994 and
1993.
7. Schedules I and VI.
No financial statements for the Separate Account have been included
herein because, as of December 31, 1995, the Separate Account had no
assets.
b. EXHIBITS
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 Co-Distributor Agreement.
(iii) Form of Broker/Dealer Agreements.**
(iv) Underwriting and Servicing Agreement.***
4. Individual Variable Deferred Annuity Contract.**
<PAGE>
5. Application Form.**
6. (i) Copy of Articles of Incorporation of the Company.**
(ii) Copy of the Bylaws of the Company.**
7. Not Applicable.
8.(A) Form of Fund Participation Agreement with Connecticut Mutual
Financial Services Series Fund I, Inc.**
8.(B) Form of Fund Participation Agreement with Oppenheimer
Variable Account Funds, Inc.***
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.***
* 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.
*** Filed herewith
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following are the Executive Officers and Directors of the Company:
<TABLE>
<CAPTION>
Name and Principal Position and Offices
Business Address* with Depositor
----------------- --------------------
<S> <C>
David E. Sams, Jr. Director and President
1295 State Street
Springfield, MA 01111
J. Brinke Marcuccilli Director and Chief Financial Officer
1414 Main Street
Springfield, MA 01111
Emelia M. Bruno Controller
140 Garden Street
Hartford, CT 06154
Scott C. Peters Treasurer
140 Garden Street
Hartford, CT 06154
Anne Melissa Dowling Vice President and
1295 State Street Chief Investment Officer
Springfield, MA 01111
Maureen Ford Vice President
140 Garden Street
Hartford, CT 06154
Ann F. Lomeli Secretary
1295 State Street
Springfield, MA 01111
Donald A. Skokan Actuary
140 Garden Street
Hartford, CT 06154
Michael Iskra Assistant Treasurer
140 Garden Street
Hartford, CT 06154
John A. Hubbard Actuary
140 Garden Street
Hartford, CT 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 Massachusetts Mutual Life Insurance
Company.
The discussion that follows indicates those entities owned directly or
indirectly by Massachusetts Mutual Life Insurance Company:
The following corporations and trusts are controlled by MassMutual:
A. The following are direct subsidiaries and affiliates of MassMutual.
MassMutual is the sole owner of each entity unless otherwise indicated.
<PAGE>
1. CM Assurance Company, a Connecticut corporation which
operates as a life and health insurance company.
2. CM Benefit Insurance Company, a Connecticut corporation
which operates as a life and health insurance company.
3. C.M. Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company.
4. CM Transnational S.A., a Luxembourg corporation which
operates as a life insurance company. MassMutual holds a 99.7%
ownership interest in the corporation, with the remaining 0.3%
being owned by DHC, Inc.
5. Connecticut Mutual Financial Services, LLC, a Connecticut
limited liability company which operates as a securities broker-
dealer. MassMutual holds a 99% ownership interest in the
company, with the remaining 1% being owned by CM Strategic
Ventures, Inc.
6. Connecticut Mutual Financial Services Series Fund I, Inc., a
Maryland corporation which operates as a diversified open-end
management investment company. All shares of the fund are owned
by MassMutual and its affiliates.
7. DHC, Inc., a Connecticut corporation which operates as a holding
company for certain MassMutual subsidiaries.
8. MML Bay State Life Insurance Company, a Missouri corporation
which operates as a life insurance company.
9. MML Series Investment Fund, a Massachusetts business trust
which operates as a diversified open-end management investment
company. All shares of the fund are owned by MassMutual and MML
Bay State Life Insurance Company.
10. MassMutual Holding Company, a Delaware corporation which
operates as a holding company for certain MassMutual
subsidiaries and affiliates.
11. MassMutual Institutional Funds, a Massachusetts business
trust which operates as a diversified open-end management
investment company. MassMutual has an approximate 99% ownership
interest in the fund.
12. MassMutual of Ireland, Limited, a corporation organized in
the Republic of Ireland which has operated to provide claims
services to holders of MassMutual group life and accident and
health insurance contracts.
13. Oppenheimer Series Fund I, Inc., a Maryland corporation
which operates a diversified open-end management investment
company. MassMutual and its affiliates hold an approximate 30%
ownership interest in the corporation.
14. Oppenheimer Value Stock Fund, a Massachusetts business trust
which operates as a diversified open-end management investment
company. MassMutual holds an approximate 40% ownership interest
in the fund.
B. The following are direct subsidiaries of DHC, Inc. and, therefore, are
indirectly controlled by MassMutual.
1. CM Advantage, Inc., a Connecticut corporation which acts as
a general partner in real estate limited partnerships.
<PAGE>
2. CM Insurance Services, Inc., a Connecticut corporation which
operates as an insurance broker.
3. CM International, Inc., a Delaware corporation which has
issued collateralized mortgage operations.
4. CM Property Management, Inc., a Connecticut corporation
which operates as a real estate holding company.
5. G.R. Phelps & Co., Inc. a Connecticut corporation which
operates as a securities broker-dealer.
6. State House I Corporation, a Delaware corporation which has
issued collateralized bond obligations.
7. Urban Properties, Inc., a Delaware corporation which
operates as a general partner in real estate limited
partnerships and as a real estate holding company.
C. The following are direct subsidiaries and affiliates of MassMutual
Holding company and, therefore, are indirectly controlled by MassMutual to
the extent that they are controlled by MassMutual Holding Company.
MassMutual Holding Company is the sole owner of each entity unless
otherwise indicated.
1. Charter Oak Capital Management, Inc., a Delaware corporation
which operates as an investment manager.
2. Cornerstone Real Estate Advisers, Inc., a Massachusetts
corporation which operates as an adviser with respect to equity
real estate.
3. DLB Acquisition Corporation, a Delaware corporation which
operates as a holding company. MassMutual Holding Company holds
an 100% ownership interest in the corporation.
4. MML Investors Services, Inc., a Massachusetts corporation
which operates as a securities broker-dealer.
5. MML Realty Management Corporation, a Massachusetts
corporation which has operated as a manager of properties owned
by MassMutual.
6. MML Reinsurance (Bermuda) Ltd., a Bermuda corporation which
operates as a property and casualty insurance company.
7. MassLife Seguros De Vida, S.A., a Argentine corporation
which operates as a life insurance company.
8. MassMutual/Carlson CBO N.V., a Netherlands Antilles
corporation which operates as a collateralized bond obligation
fund. MassMutual Holding Company holds a 49% interest in the
corporation.
9. MassMutual Corporate Value Partners Limited, a Cayman
Islands corporation which operates as a high-yield bond fund.
MassMutual Corporate Value Limited, another Cayman Islands
corporation, holds a 45% ownership interest in MassMutual
Corporate Value Partners Limited. MassMutual, in turn, holds a
93% ownership interest in MassMutual Corporate Value Limited.
10. MassMutual International, Inc., a Delaware corporation which
operates as an advisor to insurance companies and will serve as
a holding company for MassMutual's international interests.
<PAGE>
11. MassMutual International (Bermuda) Ltd., a Bermuda
corporation which operates as a life insurance company.
12. Mass Seguros De Vida, S.A., a Chilean corporation which
operates as a life insurance company. MassMutual Holding
Company holds a 33% ownership interest in the corporation.
13. Oppenheimer Acquisition Corp., a Delaware corporation which
operates as a holding company. MassMutual Holding Company holds
an 82% ownership interest in the corporation.
14. Westheimer 335 Suites, Inc., a Delaware corporation which
operates as the general partner of Westheimer 335 Suites
Limited Partnership, a Texas limited partnership.
D. The following are direct subsidiaries of CM Insurance Services, Inc.
and, therefore, are indirectly controlled by MassMutual.
1. CM Insurance Agency Services, Inc. (New York), a New York
corporation which operates as an insurance broker.
2. CM Insurance Services, Inc. (Arkansas), an Arkansas
corporation which operates as an insurance broker.
3. CM Insurance Services, Inc. (Texas), a Texas corporation
which operates as an insurance broker.
4. DISA Insurance Services Agency of America, Inc.
(Massachusetts), a Massachusetts corporation which operates as
an insurance broker.
5. DISA Insurance Services Agency of America, Inc. (Ohio), an
Ohio corporation which operates as an insurance broker.
6. DISA Insurance Services of America, Inc. (Alabama), an
Alabama corporation which operates as an insurance broker.
7. Diversified Insurance Services of America, Inc. (Hawaii), a
Hawaii corporation which operates as an insurance broker.
E. The following are direct subsidiaries of DLB Acquisition Corporation
and, therefore, are indirectly controlled by MassMutual.
1. Concert Capital Management, Inc., a Massachusetts
corporation which operates as a registered investment adviser.
2. David L. Babson and Company Incorporated, a Massachusetts
corporation which operates as a registered investment adviser.
F. The following is a direct subsidiary of G.R. Phelps & Co., Inc. and,
therefore, is indirectly controlled by MassMutual.
CM Strategic Ventures, Inc., a Connecticut corporation which
operates as a general partner in limited partnerships.
G. The following are direct subsidiaries of MML Investors Services, Inc.
and, therefore, are indirectly controlled by MassMutual.
1. MML Insurance Agency, Inc., a Massachusetts corporation
which operates as an insurance broker.
2. MML Securities Corporation, a Massachusetts corporation
which operates as a "Massachusetts securities corporation" under
Chapter 63 of the Massachusetts General Laws.
<PAGE>
H. The following is a direct subsidiary of Oppenheimer Acquisition Corp.
and, therefore, is indirectly controlled by MassMutual.
OppenheimerFunds, Inc., a Colorado corporation which
operates as a registered investment adviser.
I. The following is a direct subsidiary of State House I Corporation and,
therefore, is indirectly controlled by MassMutual.
CML Investments I Limited Partnership is a Delaware limited
partnership which operates as a holding company.
J. The following are direct subsidiaries and affiliates of David L.
Babson and Company Incorporated and, therefore, are indirectly controlled
by MassMutual to the extent that they are controlled by David L. Babson and
Company Incorporated. David L. Babson and Company Incorporated holds all
of the equity of Babson Securities Corporation.
1. Babson-Stewart Ivory International., a Massachusetts general
partnership which operates as a registered investment adviser. David
L. Babson and Company Incorporated holds a 50% ownership interest in
the firm.
2. Babson Securities Corporation, a Massachusetts corporation
which operates as a securities broker-dealer.
3. Potomac Babson Incorporated, a Massachusetts corporation
which operates as a registered investment adviser. David L. Babson
and Company Incorporated holds a 60% ownership interest in the
corporation.
K. The following is a direct subsidiary of CML Investments I Limited
Partnership and, therefore, is indirectly controlled by MassMutual.
CML Investment I Corporation, a Delaware corporation which
has issued collateralized bond obligations.
L. The following are direct subsidiaries of MML Insurance Agency, Inc.
and, therefore, are indirectly controlled by MassMutual.
1. MML Insurance Agency of Nevada, Inc., a Nevada corporation
which operates as an insurance broker.
2. MML Insurance Agency of Ohio, Inc., an Ohio corporation
which operates as an insurance broker.
3. MML Insurance Agency of Texas, Inc., a Texas corporation
which operates as an insurance broker.
M. The following are direct subsidiaries of OppenheimerFunds, Inc. and,
therefore, are indirectly controlled by MassMutual.
1. Centennial Asset Management Corporation, a Delaware
corporation which has operated as a registered investment
adviser.
2. Harbourview Asset Management Corporation, a New York
corporation which operates as a registered investment adviser.
3. Main Street Advisers, Inc., a Delaware corporation which has
operated as a registered investment adviser and securities
broker-dealer.
<PAGE>
4. OppenheimerFunds Distributor, Inc., a New York corporation
which operates as a securities broker-dealer.
5. Oppenheimer Partnership Holdings, Inc., a Delaware
corporation which operates as a holding company.
6. Shareholder Financial Services, Inc., a Colorado corporation
which operates as a transfer agent for various Oppenheimer and
MassMutual funds.
7. Shareholder Services, Inc., a Colorado corporation which
operates as a transfer agent for mutual funds.
N. The following is a direct subsidiary of Centennial Asset Management
Corporation and, therefore, is indirectly controlled by MassMutual.
Centennial Capital Corporation, a Delaware corporation which
has operated as a sponsor of unit investment trusts.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of April 1, 1996, there were no Contract Owners.
ITEM 28. INDEMNIFICATION
The Bylaws of the Company provide that:
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
<PAGE>
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 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 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
<PAGE>
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 indemnificaiton 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.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Not Applicable.
(b)(1) MML Distributors, 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 O' Connor President and Member Representative on behalf of
1414 Main Street Connecticut Mutual Strategic Ventures, Inc.
Springfield, MA 01111
Emelia Bruno Financial and Operations Principal
140 Garden Street
Hartford, CT 06154
Robert Rosenthal Compliance Officer
1414 Main Street
Springfield, MA 01111
<PAGE>
<S> <C>
Ann F. Lomeli Secretary
1295 State Street
Springfield, MA 01111
Maureen Ford Vice President
140 Garden Street
Hartford, CT 06154
Ann Iseley Vice President
1295 State Street
Springfield, MA 01111
</TABLE>
(b)(2) MML Investor Services, Inc. is the co-distributor of the Contracts. The
following are the officers and directors of the co-distributor.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITION AND OFFICE WITH CO-DISTRIBUTOR
<S> <C>
Gary T. Huffman Chief Executive Officer and Director
1295 State Street
Springfield, MA 01111
Kenneth M. Rickson President and Chief Operating Officer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley Second Vice President
One Monarch Place Chief Legal Officer
1414 Main Street Assistant Secretary
Springfield, MA 01144-1013
Ronald E. Thomson Treasurer and Second Vice President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Thomas J. Finnegan, Jr. Secretary/Clerk
1295 State Street
Springfield, MA 01111
Marilyn A. Sponzo Assistant Secretary
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
John E. Forrest Second Vice President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Stanley W. Farr Compliance Officer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Ellen D. Leo Counsel and Assistant Treasurer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
<PAGE>
<S> <C>
Trudy A. Fearon Sr. Options Principal
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Dennis Reyhons, CLU, ChFC Vice President/East and Western Regions
1295 State Street
Springfield, MA 01111
Nicholas J. Orphan Vice President/South
Peach Tree Center Ave.
Suite 2330
Atlanta, GA 30303
Michael J. Begley Vice President/Central
1295 State Street
Springfield, MA 01111
Burvin E. Pugh, CLU, ChFc Vice President/West and Southern Regions
1295 State Street
Springfield, MA 01111
Peter Cuozzo, CLU, ChFc Director
1295 State Street
Springfield, MA 01111
Donald D. Cameron Director
1295 State Street
Springfield, MA 01111
Paul D. Adornato Director
1295 State Street
Springfield, MA 01111
Lawrence L. Grypp Chairman/Director
1295 State Street
Springfield, MA 01111
Isadore Jermyn, FIA, ASA Director
1295 State Street
Springfield, MA 01111
John J. Libera, Jr., CLU Director
1295 State Street
Springfield, MA 01111
William McElmurray, CLU Director
1295 State Street
Springfield, MA 01111
John B. Davies Director
1295 State Street
Springfield, MA 01111
<PAGE>
Daniel J. Fitzgerald Director
1295 State Street
Springfield, MA 01111
Jeanne M. Stamant Director
1295 State Street
Springfield, MA 01111
</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.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old for so long as payment under the variable
annuity contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(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.
SIGNATURES
Pursuant to the requirements of 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
29th day of April, 1996.
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.
By: /S/ RICHARD HOWE
----------------
*Richard Howe - Attorney-in-fact, pursuant to Powers of Attorney filed herewith.
<PAGE>
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>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
DAVID E. SAMS, JR.* Director and Chairman April 29, 1996
---------------------------
David E. Sams, Jr.
J. BRINKE MARCUCCILLI* Director and Chief April 29, 1996
---------------------------
J. Brinke Marcuccilli Financial Officer
EMELIA M. BRUNO* Controller April 29, 1996
---------------------------
Emelia M. Bruno (Principal Accounting Officer)
</TABLE>
By: /S/ RICHARD HOWE
-------------------------
*Richard Howe - Attorney-in-fact, pursuant to Powers of Attorney filed herewith.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
- -------
3(iv). Underwriting and Servicing Agreement
8(b). Form of Fund Participation Agreement with the
Oppenheimer Variable Account Funds, Inc.
10. Consent of Independent Accountants
15. Powers of Attorney
<PAGE>
EXHIBIT 3(iv)
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of March,
1996, by and between MML Investors Services, Inc. ("MMLISI") and C. M. Life
Insurance Company ("C. M. Life"), on its own behalf and on behalf of C. M.
Multi Account A (the "Separate Account"), a separate account of C. M. Life,
as follows:
WHEREAS, the Separate Account was established on August 3, 1994 pursuant
to authority of C. M. Life's Board of Directors in order to set aside and
invest assets attributable to certain variable annuity contracts (the
"Contracts") issued by C. M. Life; and
WHEREAS, C. M. Life has registered the Separate Account under the
Investment Company Act of 1940, as amended, (the "1940 Act") and has
registered the Contracts under the Securities Act of 1933, as amended, (the
"1933 Act"); and
WHEREAS, C. M. Life will continue the effectiveness of the registrations
of the Separate Account under the 1940 Act and the Contracts under the 1933
Act; and
WHEREAS, C. M. Life intends for the Contracts to be sold by its agents and
brokers who are required to be registered representatives of a broker-dealer
that is registered with the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934 ("1934 Act") and a member of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, C. M. Life desires to engage MMLISI, a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD, to act as a
co-underwriter ("Co-underwriter") in connection with the distribution of the
Contracts by the full-time career contracted agents of C. M. Life ("Agents")
and certain other brokers, and in connection therewith, to provide certain
services and supervision to such Agents and brokers who are also registered
representatives of MMLISI and who sell the Contracts, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations, and MMLISI desires to act as
Co-underwriter for the sale of the Contracts and to assume such
responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. C. M. Life hereby appoints MMLISI as, and MMLISI agrees to
serve as, Co-underwriter of the Contracts during the term of this Agreement
for purposes of federal and state securities laws. C. M. Life reserves the
right, however, to refuse at any time or times to sell any Contracts
hereunder for any reason, and C.M. Life maintains ultimate responsibility for
the sales of the Contracts.
<PAGE>
2. SERVICES. MMLISI agrees, on behalf of C. M. Life and in its capacity as
Co-underwriter, to undertake at its own expense except as otherwise provided
herein, to provide certain sales, administrative and supervisory services
relative to the Contracts as described below, and otherwise to perform all
duties that are necessary and proper for the distribution of the Contracts as
required under applicable federal and state securities laws and NASD
regulations.
3. BEST EFFORTS. MMLISI shall use reasonable efforts to sell the Contracts
but does not agree hereby to sell any specific number of Contracts and shall
be free to act as underwriter of other securities. MMLISI agrees to offer
the Contracts for sale in accordance with the prospectus then in effect for
the Contracts.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MMLISI and C. M. Life in connection with the
offer or sale of the Contracts shall be considered a "person associated" with
MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall have
full responsibility for the securities activities of each such person as
contemplated by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the NASD Rules of Fair Practice
(the "Rules") and applicable federal and state securities laws. Without
limiting the generality of the foregoing, MMLISI agrees that it shall be
fully responsible for:
(a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which C. M.
Life is licensed to sell the Contracts, and in which such person shall offer
or sell the Contracts; and
(b) training and supervising C. M. Life's Agents and brokers who are also
registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities laws
applicable in connection with the offering and sale of the Contracts. In
this connection, MMLISI shall:
(i) jointly conduct with C. M. Life such training (including the
preparation and utilization of training materials) as in the opinion of
MMLISI and C. M. Life is necessary to accomplish the purposes of this
Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of MMLISI
who sell the Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the responsibilities
as set forth herein;
2
<PAGE>
(iv) take reasonable steps to ensure that C. M. Life Agents and
brokers who are also registered representatives of MMLISI recommend the
purchase of the Contracts only upon reasonable grounds to believe that
the purchase of the Contracts is suitable for such applicant; and
(v) impose disciplinary measures on agents of C. M. Life who are also
registered representatives of MMLISI as required.
The parties hereto recognize that any registered representative of MMLISI
selling the Contracts as contemplated by this Agreement shall also be acting
as an insurance agent of C. M. Life or as an insurance broker, and that the
rights of MMLISI to supervise such persons shall be limited to the extent
specifically described herein or required under applicable federal or state
securities laws or NASD regulations. Such persons shall not be considered
employees of MMLISI and shall be considered agents of MMLISI only as and to
the extent required by such laws and regulations. Further, it is intended by
the parties hereto that such persons are and shall continue to be considered
to have a common law independent contractor relationship with C. M. Life and
not to be common law employees of C. M. Life.
5. REGISTRATION AND QUALIFICATION OF CONTRACTS. C. M. Life has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
C. M. Life agrees to execute such papers and to do such acts and things as
shall from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MMLISI may reasonably be expected to sell. C. M. Life shall
advise MMLISI promptly of any action of the SEC or any authorities of any
state or territory, of which it is aware, affecting registration or
qualification of the Separate Account, or rights to offer the Contracts for
sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, C. M. Life will forthwith prepare and
furnish to MMLISI, without charge, amendments or supplements to the
Registration Statement sufficient to make the statements made in the
Registration Statement as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
6. REPRESENTATIONS OF C. M. LIFE. C. M. Life represents and warrants to
MMLISI as follows:
(a) C. M. Life is an insurance company duly organized under the laws of
the State of Connecticut and is in good standing and is authorized to
conduct business under the laws
3
<PAGE>
of each state in which the Contracts are sold, that the Separate Account was
legally and validly established as a segregated asset account under the
Insurance Code of Connecticut, and that the Separate Account has been
properly registered as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for
the Contracts.
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of C. M. Life.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were or are made, not materially
misleading.
(d) C. M. Life shall make available to MMLISI copies of all financial
statements that MMLISI reasonably requests for use in connection with the
offer and sale of the Contracts.
(e) No federal or state agency or bureau has issued an order preventing
or suspending the offer of the Contracts or the use of the Registration
Statement, or of any part thereof, with respect to the sale of the Contracts.
(f) The offer and sale of the Contracts is not subject to registration,
or if necessary, is registered, under the Blue Sky laws of the states in
which the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the applicable
state insurance laws in those states in which the Contracts shall be offered
for sale. In each state where such qualification is effected, C. M. Life
shall file and make such statements or reports as are or may be required by
the laws of such state.
(h) This Agreement has been duly authorized, executed and delivered by C.
M. Life and constitutes the valid and legally binding obligation of C. M.
Life. Neither the execution and delivery of this Agreement by C. M. Life nor
the consummation of the transactions contemplated herein will result in a
breach or violation of any provision of the state insurance laws applicable
to C. M. Life, any judicial or administrative orders in which it is named or
any material agreement or instrument to which it is a party or by which it
is bound.
7. REPRESENTATIONS OF MMLISI. MMLISI represents and warrants to C. M. Life
as follows:
(a) MMLISI is duly registered as a broker-dealer under the 1934 Act and
is a member in good standing of the NASD and, to the extent necessary to
perform the activities contemplated hereunder, is duly registered, or
otherwise qualified, under the applicable
4
<PAGE>
securities laws of every state or other jurisdiction in which the Contracts
are available for sale.
(b) This Agreement has been duly authorized, executed and delivered by
MMLISI and constitutes the valid and legally binding obligation of MMLISI.
Neither the execution and delivery of this Agreement by MMLISI nor the
consummation of the transactions contemplated herein will result in a breach
or violation of any provision of the federal or state securities laws or the
Rules, applicable to MMLISI, or any judicial or administrative orders in
which it is named or any material agreement or instrument to which it is a
party or by which it is bound.
(c) MMLISI shall comply with the Rules and the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Contracts.
8. EXPENSES. MMLISI shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
C. M. Life shall be responsible for all expenses of printing and
distributing the Prospectuses, and all other expenses of preparing, printing
and distributing all other sales literature or material for use in connection
with offering the Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MMLISI agrees to ensure that its
registered representatives use only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in
effect in selling the Contracts. MMLISI is not authorized to give any
information or to make any representations concerning the Contracts other
than those contained in the current Registration Statement filed with the SEC
or in such sales literature as may be authorized by C. M. Life.
MMLISI agrees to make timely filings with the SEC, the NASD, and such
other regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contracts and intended for distribution
to prospective investors. C. M. Life shall review and approve all
advertising and sales literature concerning the Contracts utilized by MMLISI.
MMLISI also agrees to furnish to C. M. Life copies of all agreements and
plans it intends to use in connection with any sales of the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on
application forms supplied by C. M. Life, and shall be remitted by MMLISI
promptly, together with such forms and any other required documentation,
directly to C. M. Life at the address indicated on such application or to
such other address as C. M. Life may, from time to time, designate in
writing. All applications are subject to acceptance or rejection by C. M.
Life at its sole discretion.
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by, or
on behalf of any applicant
5
<PAGE>
or Contract owner, is the property of C. M. Life and shall be transmitted
immediately in accordance with the administrative procedures of C. M. Life
without any deduction or offset for any reason, including by example but not
limitation, any deduction or offset for compensation claimed by MMLISI.
Checks or money orders as payment on any Contract shall be drawn to the order
of "C. M. Life Insurance Company." No cash payments shall be accepted by
MMLISI in connection with the Contracts. Unless otherwise agreed to by C. M.
Life in writing, neither MMLISI nor any of C. M. Life's Agents nor any broker
shall have an interest in any surrender charges, deductions or other fees
payable to C. M. Life as set forth herein.
12. INSURANCE LICENSES. C. M. Life shall apply for and maintain the proper
insurance licenses and appointments for each of the Agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. C. M. Life reserves the right to refuse
to appoint any proposed Agent or broker, and to terminate an Agent or broker
once appointed. C. M. Life agrees to be responsible for all licensing or
other fees required under pertinent state insurance laws to properly
authorize Agents or brokers for the sale of the Contracts; however, the
foregoing shall not limit C. M. Life's right to collect such amount from any
person or entity other than MMLISI.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers
and Agents in connection with the sale of Contracts shall be paid by C. M.
Life, on behalf of MMLISI, to the persons entitled thereto in accordance with
the applicable agreement between each such broker or Agent and C. M. Life or
a general agent thereof. MMLISI shall assist C. M. Life in the payment of
such amounts as C. M. Life shall reasonably request, provided that MMLISI
shall not be required to perform any acts that would subject it to
registration under the insurance laws of any state. The responsibility of
MMLISI shall include the performance of all activities by MMLISI necessary in
order that the payment of such amounts fully complies with all applicable
federal and state securities laws. Unless applicable federal or state
securities law shall require, C. M. Life retains the ultimate right to
determine the commission rate paid to its Agents.
14. MMLISI COMPENSATION. As payment for its services hereunder, MMLISI
shall receive an annual fee that has the following components: (1) a fixed
fee in the amount of $64,000 per year, and (2) a variable fee in the amount
of 2 basis points (.0002) per year of new sales of the Contracts. Payments
shall commence and be made no later than December 31 of the year in which a
Contract is issued. The variable component of the fee shall be paid to
MMLISI's wholly-owned subsidiary, MML Insurance Agency, Inc. ("MMLIAI"). The
fixed component shall be renegotiated annually commencing in 1997. The last
agreed-to amounts for each of these fees shall remain in effect until the new
fees are mutually agreed upon and are set forth in schedules attached hereto.
15. BOOKS AND RECORDS. MMLISI and C. M. Life shall each cause to be
maintained and preserved for the period prescribed such accounts, books, and
other documents as are required of it by the 1934 Act and any other
applicable laws and regulations. In particular, without limiting the
foregoing, MMLISI shall cause all the books and records in connection with
the offer and sale of the Contracts by its registered representatives to be
maintained and preserved in
6
<PAGE>
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934
Act, to the extent that such requirements are applicable to the Contracts.
The books, accounts, and records of MMLISI and C. M. Life as to all
transactions hereunder shall be maintained so as to disclose clearly and
accurately the nature and details of the transactions. The payment of
premiums, purchase payments, commissions and other fees and payments in
connection with the Contracts by its registered representatives shall be
reflected on the books and records of MMLISI as required under applicable
NASD regulations and federal and state securities laws requirements.
MMLISI and C. M. Life, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts kept
pursuant to a requirement of applicable law or regulation, the ultimate and
legal responsibility for maintaining and preserving such books, records and
accounts shall be that of the party which is required to maintain or preserve
such books, records and accounts under the applicable law or regulation, and
such books, records and accounts shall be maintained and preserved under the
supervision of that party. MMLISI and C. M. Life shall each cause the other
to be furnished with such reports as it may reasonably request for the
purpose of meeting its reporting and recordkeeping requirements under such
regulations and laws, and under the insurance laws of the Commonwealth of
Massachusetts and any other applicable states or jurisdictions.
MMLISI and C. M. Life each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MMLISI,
unless such documents, reports, records, books, files and other materials are
required by applicable regulation or law to be also maintained by C. M. Life,
in which case such material shall be the joint property of MMLISI and C. M.
Life. All other documents, reports, records, books, files and other
materials maintained relative to this Agreement shall be the property of C.
M. Life. Upon termination of this Agreement, all said material shall be
returned to the applicable party.
MMLISI and C. M. Life shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and
other materials related to this Agreement. Such books, accounts, records,
files, and other materials shall remain confidential and shall not be
voluntarily disclosed to any other person or entity except as described below
in section 16.
16. AVAILABILITY OF RECORDS. MMLISI and C. M. Life shall each submit to all
regulatory and administrative bodies having jurisdiction over the sales of
the Contracts, present or future, any information, reports, or other material
that any such body by reason of this Agreement may request or require
pursuant to applicable laws or regulations. In particular, without limiting
the foregoing, C. M. Life agrees that any books and records it maintains
pursuant to paragraph 15 of this Agreement which are required to be
maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject to
inspection by the SEC in accordance with Section 17(a) of the 1934 Act and
Sections 30 and 31 of the 1940 Act.
7
<PAGE>
17. CONFIRMATIONS. C. M. Life agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being
sent on behalf of MMLISI acting in the capacity of agent for C. M. Life.
18. INDEMNIFICATION. C. M. Life shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling
persons and hold such persons harmless, from and against any and all losses,
damages, liabilities, claims, demands, judgments, settlements, costs and
expenses of any nature whatsoever (including reasonable attorneys' fees and
disbursements) resulting or arising out of or based upon an allegation or
finding that: (i) the Registration Statement or any application or other
document or written information provided by or on behalf of C. M. Life
includes any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading, unless such statement or omission
was made in reliance upon, and in conformity with, written information
furnished to C. M. Life by MMLISI or its registered representatives
specifically for use in the preparation thereof, or (ii) there is a
misrepresentation, breach of warranty or failure to fulfill any covenant or
warranty made or undertaken by C. M. Life hereunder.
MMLISI will indemnify C. M. Life, its officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and
against any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including
reasonable attorneys' fees and disbursements) resulting or arising out of or
based upon an allegation or finding that: (i) MMLISI or its registered
representatives offered or sold or engaged in any activity relating to the
offer and sale of the Contracts which was in violation of any provision of
the federal securities laws or, (ii) there is a material misrepresentation,
material breach of warranty or material failure to fulfill any covenant or
warranty made or undertaken by MMLISI hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party of
the commencement thereof; but the omission to notify the indemnifying party
will not relieve the indemnifying party from liability which the indemnifying
party may have to any indemnified party otherwise than under this paragraph.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
8
<PAGE>
19. INDEPENDENT CONTRACTOR. MMLISI shall be an independent contractor.
MMLISI is responsible for its own conduct and the employment, control and
conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. MMLISI assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder.
20. TERMINATION. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect
from year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days
written notice to the other party, or at any time upon the mutual written
consent of the parties hereto. This Agreement shall automatically be
terminated in the event of its assignment. Subject to C. M. Life's approval,
however, MMLISI may delegate any duty or function assigned to it in this
agreement provided that such delegation is permissible under applicable law.
Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the the obligations to settle accounts
hereunder, including the settlement of monies due in connection with the
Contracts in effect at the time of termination or issued pursuant to
applications received by C. M. Life prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of
the 1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, and the terms hereof shall be interpreted
and construed in accordance therewith. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
22. NON-EXCLUSIVITY. The services of MMLISI and C. M. Life to the Separate
Account hereunder are not to be deemed exclusive and MMLISI and C. M. Life
shall be free to render similar services to others so long as their services
hereunder are not impaired or interfered with hereby.
23. AMENDMENT. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
24. INTERESTS IN AND OF MMLISI. It is understood that any of the
policyholders, directors, officers, employees and agents of C. M. Life may be
a shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MMLISI, any affiliated person of MMLISI, any organization in
which MMLISI may have an interest, or any organization which may have an
interest in MMLISI; that MMLISI, any such affiliated person or any such
organization may have an interest in C. M. Life; and that the existence of
any such dual interest shall not affect the validity hereof or of any
transaction hereunder except as otherwise provided in the Charter,
9
<PAGE>
Articles of Incorporation, or By-Laws of C. M. Life and MMLISI, respectively,
or by specific provision of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to
be affixed, as of the day and year first above written.
ATTEST: C. M. LIFE INSURANCE COMPANY, on its
behalf and on behalf of C.M. MULTI
ACCOUNT A
__________________ By: _____________________________
ATTEST: MML INVESTORS SERVICES, INC.
__________________ By: _____________________________
10
<PAGE>
EXHIBIT 8(b)
PARTICIPATION AGREEMENT
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
OPPENHEIMERFUNDS, INC.
and
CM LIFE INSURANCE COMPANY
THIS AGREEMENT (the "Agreement"), made and entered into as of the 12th
day of January, 1996 by and among CM Life Insurance Company (hereinafter the
"Company"), on its own behalf and on behalf of C.M. Multi-Account A, C.M.
Life Variable Life Separate Account I, and Panorama Plus Separate Account
(hereinafter collectively the "Accounts"), Oppenheimer Variable Account Funds
(hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the
"Adviser").
WHEREAS, the Fund is an open-end management investment company and is
available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life
insurance policies and variable annuity contracts (collectively, the
"Variable Insurance Products") offered by insurance companies (hereinafter
"Participating Insurance Company");
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio", and each representing the
interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting
Participating Insurance Company and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold
to and held by variable annuity and variable life
<PAGE>
insurance separate accounts of both affiliated and unaffiliated life
insurance companies (hereinafter the "Shared Funding Exemptive Order");
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser under
the federal Investment Advisers Act of 1940;
WHEREAS, the Company has registered or will register certain variable
annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are or will be duly organized, validly existing
segregated asset accounts, established by resolution of the Board of
Directors of the Company, to set aside and invest assets attributable to the
aforesaid variable contracts (the Contract(s) and the Account(s) covered by
the Agreement are specified in Schedule B attached hereto, as may be modified
by mutual consent from time to time);
WHEREAS, the Company have registered or will register the Accounts as
unit investment trusts under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached
hereto as may be modified by mutual consent from time to time), on behalf of
the Accounts (which are also described on Schedule A, as may be modified by
mutual consent from time to time) to fund the Contracts and the Fund is
authorized to sell such shares to unit investment trusts such as the Accounts
at net asset value; and
NOW, THEREFORE, in consideration of their mutual promises, the Fund,
the Adviser and the Company agree as follows:
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<PAGE>
ARTICLE I. SALE OF FUND SHARES
1.1 The Fund agrees that shares of the Fund will be sold only to
Variable Insurance Products.
1.2. The Company shall not permit any person other than a Contract
Holder or such Contract Holder's duly authorized representative to give
instructions to the Company which would require the Company to redeem or
exchange shares of the Fund.
ARTICLE II. SALES MATERIAL, PROSPECTUSES AND OTHER REPORTS
2.1. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business
Days prior to its use. No such material shall be used if the Fund or its
designee reasonably object to such use within ten Business Days after receipt
of such material. "Business Day" shall mean any day in which the New York
Stock Exchange is open for trading and in which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the
Fund, or in sale literature or other promotional material approved by the
Fund or its designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales literature or
other promotional material" means advertisements (such as material published,
or designed for use in, a newspaper,
-3-
<PAGE>
magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboard or electronic media), and
sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.
2.4. The Fund shall provide a copy of its current prospectus within a
reasonable period of its filing date, and provide other assistance as is
reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is supplemented or amended) to have
the prospectus for the Contracts and the Fund's prospectus printed together
in one document (such printing to be at the Company's expense). The Adviser
shall be permitted to review and approve the typeset form of the Fund's
Prospectus prior to such printing.
2.5. The Fund or the Adviser shall provide the Company with either:
(i) a copy of the Fund's proxy material, reports to shareholders, other
information relating to the Fund necessary to prepare financial reports, and
other communications to shareholders for printing and distribution to
Contract owners at the Company's expense, or (ii) camera ready and/or printed
copies, if appropriate, of such material for distribution to Contract owners
at the Company' expense, within a reasonable period of the filing date for
definitive copies of such material. The Adviser shall be permitted to review
and approve the typeset form of such proxy material and shareholder reports
prior to such printing provided such materials have been provided within a
reasonable period.
ARTICLE III. FEES AND EXPENSES
3.1. The Fund and Adviser shall pay no fee or other compensation to
the Company under this agreement, and the Company shall pay no fee or other
compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for
issuance in accordance with applicable federal law and, if and to the
-4-
<PAGE>
extent advisable by the Fund, in accordance with applicable state laws prior
to their sale. The Fund shall bear the expenses for the cost of registration
and qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, and the
preparation of all statements and notices required by any federal or state
law.
3.3. The Company shall bear the expenses of typesetting, printing and
distributing the Fund's prospectus, proxy materials and reports to owners of
Contracts issued by the Company.
3.4. In the event the Fund adds one or more additional Portfolios and
the parties desire to make such Portfolios available to the respective
Contract owners as an underlying investment medium, a new Schedule A or an
amendment to this Agreement shall be executed by the parties authorizing the
issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment
of new Portfolios among Participating Insurance Company desiring to invest in
such Portfolios and the provision of funds as the initial investment in the
new Portfolios.
ARTICLE IV. POTENTIAL CONFLICTS
4.1. The Board of Trustees of the Fund (the "Board") will monitor the
Fund for the existence of any material irreconcilable conflict between the
interests of the Contract owners of all separate accounts investing in the
Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by insurance, tax,
or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments
of any Portfolio are being managed; (e) a difference in voting instructions
given by variable annuity contract and variable life insurance contract
owners; or (f) a decision by an insurer
-5-
<PAGE>
to disregard the voting instructions of Contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
4.2. The Company will each report any potential or existing conflicts
of which it is aware to the Board. The Company will assist the Board in
carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for
the Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Board whenever Contract owner
voting instructions are disregarded and by confirming in writing, at the
Fund's request, that the Company are unaware of any such potential or
existing material irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a majority of
its disinterested Trustees, that a material irreconcilable conflict exists,
the Company shall, at their expense and to the extent reasonably practicable
(as determined by a majority of the disinterested trustees), take whatever
steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to an including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and reinvesting
such assets in a different investment medium, including (but not limited to)
another Portfolio of the Fund, or submitting the question whether such
segregation should be implemented to a vote of all affected Contract owners
and, as appropriate, segregating the assets of any appropriate group (I.E.,
annuity contract owners, life insurance contract owners, or variable contract
owners of one or more Participating Insurance Company) that votes in favor of
such segregation, or offering to the affected Contract owners the option of
making such a change; and (2) establishing a new registered management
investment company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority
vote, the Company may be required, at the Fund's election, to
-6-
<PAGE>
withdraw the Account's investment in the Fund and terminate this Agreement;
provided, however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the
Fund gives written notice that this provision is being implemented, and until
the end of the six month period the Fund shall continue to accept and
implement orders by the Company for the purchase and redemption of shares of
the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the Account's investment in the Fund and terminate this Agreement
within six months after the Board informs the Company in writing that it has
determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the
Board. Until the end of the foregoing six month period, the Fund shall
continue to accept and implement orders by the Company for the purchase and
redemption of shares of the Fund, subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Contracts. The Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the
Board determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
particular Account's investment in the Fund and terminate this
-7-
<PAGE>
Agreement within six (6) months after the Board informs the Company in
writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
ARTICLE V. APPLICABLE LAW
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to,
the Shared Funding Exemptive Order) and the terms hereof shall be interpreted
and construed in accordance therewith.
ARTICLE VI. TERMINATION
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
(a) at the option of any party upon six month's advance written
notice to the other parties;
(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements of its
Contracts or are not appropriate funding vehicles for the Contracts, as
determined by the Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall
be furnished by the Company; or
(c) as provided in Article IV
-8-
<PAGE>
6.2. It is understood and agreed that the right of any party hereto
to terminate this Agreement pursuant to Section 6.1(a) may be exercised for
cause or for no cause.
ARTICLE VII. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify to
the other party.
If to the Fund:
Oppenheimer Variable Account Funds
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Company:
CM Life Insurance Company
140 Garden Street
Hartford, CT 06154
Attn: Legal Department
ARTICLE VIII. MISCELLANEOUS
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except
as permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and
-9-
<PAGE>
other confidential information without the express written consent of the
affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state
insurance regulators) and shall permit such authorities reasonable access to
its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.
8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
8.8. The Company and the Adviser each understand and agree that the
obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Company and the Adviser each represent that it has notice of
the provisions of the Declaration of Trust of the Fund disclaiming
shareholder liability for acts or obligations of the Fund.
-10-
<PAGE>
8.9. The parties agree that the Company may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser
and the provision of reasonable notice to the Adviser. Any Portfolio so
added will be subject to all of the terms and conditions of this Agreement.
-11-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.
CM LIFE INSURANCE COMPANY
By its authorized officer,
________________________________
By:
_______________________________
Title:
________________________________
Date:
OPPENHEIMER VARIABLE ACCOUNT
FUNDS
By its authorized officer,
__________________________________
By: Robert G. Zack
Title: Assistant Secretary
------------------------------
________________________________
Date:
OPPENHEIMERFUNDS, INC.
By its authorized officer,
__________________________________
By: Mitchell J. Lindauer
Title: Vice President
------------------------------
________________________________
Date:
-12-
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds:
Oppenheimer Money Fund
Oppenheimer Bond Fund
-13-
<PAGE>
SCHEDULE B
C.M. Multi-Account A (Panorama Premier Variable Annuity Contract)
C.M. Multi-Account A (OFFITBANK Variable Annuity Contract)
C.M. Life Variable Separate Account I
Panorama Plus Separate Account
-14-
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement (Registration Statement File No. 33-61643) for
C.M. Multi-Account A of C.M. Life Insurance Company.
Hartford, Connecticut
April 26, 1996
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, David E. Sams, Jr., a member of the Board of Directors and
President of C.M. Life Insurance Company ("C.M. Life"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, Michael Berenson, and Ann F. Lomeli, and each of them individually, as
his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and power to
take any and all actions and execute any and all instruments on the
undersigned's behalf as a member of the Board of Directors and President of
C.M. Life that said attorneys and agents may deem necessary or advisable to
enable C.M. Life to comply with the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and any rules, regulations, orders or other requirements of the Securities
and Exchange Commission (the "Commission") thereunder. This power of
attorney applies to the registration, under the 1933 Act and the 1940 Act, of
shares of beneficial interest of C.M. Life's separate investment accounts
(the "C.M. Life Separate Accounts"), as well as interests of C.M. Life's
General Account. This power of attorney authorizes such attorneys and agents
to sign the undersigned's name on his behalf as a member of the Board of
Directors and President of C.M. Life to the Registration Statements and to
any instruments or documents filed or to be filed with the Commission under
the 1933 Act and the 1940 Act in connection with such Registration
Statements, including any and all amendments to such statements, documents or
instruments of any C.M. Life Separate Account, or C.M. Life's General
Account, including but not limited to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 21st day of
March, 1996.
/s/David E. Sams, Jr.,
----------------------------
David E. Sams, Jr.
Director and President
Attest: /s/Ann F. Lomeli
-------------------
Ann F. Lomeli
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, J. Brinke Marcuccilli, a member of the Board of Directors
and Chief Financial Officer of C.M. Life Insurance Company ("C.M. Life"),
does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English,
Richard M. Howe, Michael Berenson, and Ann F. Lomeli, and each of them
individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and power to
take any and all actions and execute any and all instruments on the
undersigned's behalf as a member of the Board of Directors and Chief
Financial Officer of C.M. Life that said attorneys and agents may deem
necessary or advisable to enable C.M. Life to comply with the Securities Act
of 1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as
amended (the "1940 Act"), and any rules, regulations, orders or other
requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the
1933 Act and the 1940 Act, of shares of beneficial interest of C.M. Life's
separate investment accounts (the "C.M. Life Separate Accounts"), as well as
interests of C.M. Life's General Account. This power of attorney authorizes
such attorneys and agents to sign the undersigned's name on his behalf as a
member of the Board of Directors and Chief Financial Officer of C.M. Life to
the Registration Statements and to any instruments or documents filed or to
be filed with the Commission under the 1933 Act and the 1940 Act in
connection with such Registration Statements, including any and all
amendments to such statements, documents or instruments of any C.M. Life
Separate Account, or C.M. Life's General Account, including but not limited
to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set his hand this 21st day of
March, 1996.
/s/J. Brinke Marcuccilli
-----------------------------
J. Brinke Marcuccilli
Director and Chief Financial Officer
Attest: /s/Ann F. Lomeli
------------------
Ann F. Lomeli
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
The undersigned, Emelia Bruno, a member of the Board of Directors and
Controller of C.M. Life Insurance Company ("C.M. Life"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, Michael Berenson, and Ann F. Lomeli, and each of them individually, as
her true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and power to
take any and all actions and execute any and all instruments on the
undersigned's behalf as a member of the Board of Directors and Controller of
C.M. Life that said attorneys and agents may deem necessary or advisable to
enable C.M. Life to comply with the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and any rules, regulations, orders or other requirements of the Securities
and Exchange Commission (the "Commission") thereunder. This power of
attorney applies to the registration, under the 1933 Act and the 1940 Act, of
shares of beneficial interest of C.M. Life's separate investment accounts
(the "C.M. Life Separate Accounts"), as well as interests of C.M. Life's
General Account. This power of attorney authorizes such attorneys and agents
to sign the undersigned's name on her behalf as a member of the Board of
Directors and Controller of C.M. Life to the Registration Statements and to
any instruments or documents filed or to be filed with the Commission under
the 1933 Act and the 1940 Act in connection with such Registration
Statements, including any and all amendments to such statements, documents or
instruments of any C.M. Life Separate Account, or C.M. Life's General
Account, including but not limited to those listed below.
C.M. Multi-Account A
SEI Variable Annuity
Panorama Premier Variable Annuity
OFFITBANK Variable Annuity
Panorama Plus Separate Account
C.M. Life Variable Life Separate Account I
<PAGE>
The undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has set her hand this 22nd day of
March, 1996.
/s/Emelia Bruno
-----------------------
Emelia Bruno
Director and Controller
Attest: /s/Ann F. Lomeli
------------------
Ann F. Lomeli
