<PAGE>
File Nos. 33-61679
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
[ ] Pre-Effective Amendment No. ___ [X] Post-Effective Amendment No. 2
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[X] Amendment No. 9
(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 1-800-234-5606
-----------------------------------------------
Name and Address of Agent for Service
Ann F. Lomeli, Secretary
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, 1997 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
STATEMENT PURSUANT TO RULE 24f-2
The Registrant has registered an indefinite number or amount of its variable
annuity contracts under the Securities Act of 1993 pursuant to Rule 24f-2 under
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
fiscal year ended December 31, 1996 was filed on or about February 28, 1997.
1
<PAGE>
CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
- -------- ---------------------
<S> <C>
1............................................... Cover Page
2............................................... Definitions
3............................................... Table of Fees and Expenses
4............................................... Condensed Financial
Information; Performance
Measures
5............................................... C.M. Life, the Separate
Account and the Funds
6............................................... Contract Charges;
Distribution
7............................................... Miscellaneous Provisions;
An Explanation of the
Contracts; Reservation of
Rights; Contract Owner's
Voting Rights
8............................................... The Annuity (Pay-Out)
Period
9............................................... The Death Benefit
10.............................................. The Accumulation (Pay-In)
Period; Distribution
11.............................................. Right to Return Contract;
Redemption Privilege
12.............................................. Federal Tax Status
13.............................................. None
14.............................................. Additional Information
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Caption in Statement of
Additional Information
----------------------
<S> <C>
15.............................................. Cover Page
16.............................................. Table of Contents
17.............................................. General Information
18.............................................. Service Arrangements and
Distribution
21.............................................. Performance Measures
22.............................................. Contract Value Calculations
23.............................................. Reports of Independent
Accountants and Financial
Statements
</TABLE>
3
<PAGE>
C.M. MULTI-ACCOUNT A AND C.M. LIFE INSURANCE COMPANY
PROSPECTUS - MAY 1, 1997
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE PAYMENTS
(the "Contracts" or "Panorama Premier Contracts") described in this Prospectus
provide for accumulation of Contract Values and payment of annuity payments on a
fixed and variable basis. The Contracts are designed for use by individuals on a
Qualified or Non-Qualified basis. The minimum initial Purchase Payment is $5,000
for Non-Qualified Contracts and $2,000 for Qualified Contracts.
Purchase Payments for the Contracts will be allocated as specified by the
Contract Holder, to the Fixed Account and/or to a separate account designated
C.M. Multi-Account A (the "Separate Account") of C.M. Life Insurance Company
(the "Company"). The Company may allocate initial Purchase Payments to the Money
Market Sub-Account of the Separate Account during the Right to Examine Contract
Period. (See Highlights.) The Separate Account invests in shares of Panorama
Series Fund, Inc. ("Panorama Fund") and Oppenheimer Variable Account Funds
("Oppenheimer Funds"). The Panorama Fund is a series fund with six (6) of its
Portfolios currently available to Owners of Contracts: LifeSpan Diversified
Income Portfolio, Total Return Portfolio, LifeSpan Balanced Portfolio, LifeSpan
Capital Appreciation Portfolio, Growth Portfolio, and International Equities
Portfolio. Oppenheimer Funds is a series fund with two (2) of its Funds
currently available: Oppenheimer Money Fund and Oppenheimer Bond Fund.
This Prospectus concisely sets forth the information a prospective investor
should know before investing and should be kept for future reference. 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. For the Statement of Additional Information,
call (800) 234-5606 or write to: Panorama Premier, Annuity Products, H305, P.O.
Box 9067, Springfield, Massachusetts 01101.
ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO C.M. LIFE INSURANCE
COMPANY AT ITS ANNUITY SERVICE CENTER, P.O. BOX 419204, KANSAS CITY, MO
64141-6204, (800) 569-6576 OR 301 WEST 11TH STREET, FOURTH FLOOR, KANSAS CITY,
MO 64105.
- --------------------------------------------------------------------------------
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.
1
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
----
<S> <C>
Definitions............................................................... 4
Highlights................................................................ 6
Table of Fees and Expenses................................................ 8
Condensed Financial Information........................................... 9
The Company............................................................... 10
The Separate Account...................................................... 10
Eligible Investments ............................................... 10
Panorama Series Fund, Inc........................................... 10
Oppenheimer Variable Account Funds.................................. 11
Voting Rights....................................................... 11
Substitution of Securities.......................................... 11
The Fixed Account......................................................... 11
Charges and Deductions.................................................... 12
Deduction for Mortality and Expense Risk Charge..................... 12
Deduction for Administrative Charge................................. 12
Deduction for Annual Contract Maintenance Charge.................... 12
Deduction for Premium and Other Taxes............................... 13
Deduction for Fund Expenses......................................... 13
Deduction for Transfer Fee.......................................... 13
Deduction for Contingent Deferred Sales Charge...................... 13
Free Withdrawals.................................................... 14
The Contracts............................................................. 14
Contract Owner...................................................... 14
Joint Contract Owners............................................... 14
Annuitant........................................................... 14
Assignment.......................................................... 14
Purchase Payments and Contract Value...................................... 15
Purchase Payments................................................... 15
Allocation of Purchase Payments..................................... 15
Contract Value...................................................... 15
Accumulation Units.................................................. 15
Accumulation Unit Value............................................. 15
Transfers................................................................. 16
Transfers During the Accumulation Period............................ 16
Transfers During the Annuity Period................................. 16
Dollar Cost Averaging............................................... 17
Rebalancing Program................................................. 17
Withdrawals............................................................... 18
Systematic Withdrawals.............................................. 18
Suspension or Deferral of Payments.................................. 18
Terminal Illness Benefit............................................ 18
Proceeds Payable on Death................................................. 19
Death of Contract Owner During the Accumulation Period.............. 19
Death Benefit Amount During the Accumulation Period................. 19
Death Benefit Options During the Accumulation Period................ 19
Death of Contract Owner During the Annuity Period................... 20
Death of Annuitant.................................................. 20
Payment of Death Benefit............................................ 20
Beneficiary......................................................... 20
Change of Beneficiary............................................... 20
Annuity Provisions........................................................ 20
Annuity Guidelines.................................................. 20
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Annuity Payments.................................................... 21
Fixed Annuity....................................................... 21
Variable Annuity.................................................... 21
Annuity Units and Payments.......................................... 21
Annuity Unit Value.................................................. 21
Annuity Options..................................................... 21
Distribution.............................................................. 22
Performance Measures...................................................... 22
Standardized Average Annual Total Return............................ 22
Additional Performance Measures..................................... 22
Tax Status................................................................ 23
General............................................................. 23
Diversification..................................................... 24
Multiple Contracts.................................................. 24
Tax Treatment of Assignments........................................ 24
Income Tax Withholding.............................................. 24
Tax Treatment of Withdrawals - Non-Qualified Contracts.............. 25
Qualified Plans..................................................... 25
H.R. 10 Plans................................................... 25
Individual Retirement Annuities................................. 25
Corporate Pension and Profit-Sharing Plans...................... 26
Section 457 Deferred Compensation ( "Section 457") Plans........ 26
Tax Treatment of Withdrawals - Qualified Contracts.............. 26
Contracts Owned by Other Than Natural Persons....................... 27
Additional Information.................................................... 27
</TABLE>
3
<PAGE>
Definitions
Accumulation Period The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.
Accumulation Unit A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the
Separate Account during the Accumulation Period.
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 Options Options available for Annuity Payments.
Annuity Payments The series of payments that will begin on the Annuity
Date.
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 in the Fixed
Account and/or 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 Account An investment option within the General Account which
may be selected during the Accumulation Period.
Fixed Annuity A series of payments made during the Annuity Period
which are guaranteed as to dollar amount by the Company.
4
<PAGE>
General Account The Company's general investment account which contains
all the assets of the Company with the exception of the
Separate Account and other segregated asset accounts.
Issue Date The date on which the Contract became effective.
Non-Qualified Contracts Contracts other than Qualified Contracts which do not
receive favorable tax treatment under Sections 401, 408
or 457 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.
Qualified Plans Plans which receive favorable tax treatment under
Sections 401, 408, or 457 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 are the Panorama Fund and Oppenheimer Funds.
Valuation Date Each day on which the Company, the New York Stock
Exchange ( "NYSE") and the Fund are open for business.
See the Prospectuses for the Panorama Fund and
Oppenheimer Funds.
Valuation Period The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close
of business for the next succeeding Valuation Date.
Variable Annuity An annuity with payments which vary as to dollar amount
in relation to the investment performance of specified
Sub-Accounts of the Separate Account.
Written Request A request or notice in writing, in a form satisfactory
to the Company, which is received by the Annuity Service
Center.
5
<PAGE>
Highlights
General
A Contract Owner may elect to have Purchase Payments 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") or to the
Fixed Account of the Company. The Company guarantees that it will credit a
specified minimum interest rate on amounts allocated to the Fixed 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 certain Portfolios of the Panorama Fund and in
shares of certain Funds of Oppenheimer Funds. (See Eligible Investments.)
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 in which the Company will refund the greater of Purchase Payments,
less any withdrawals, or the Contract Value: (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) and (b) above, the Company
will allocate initial Purchase Payments to the Money Market Sub-Account until
the expiration of fifteen (15) days from the Issue Date. With respect to the
circumstances described in (c) above, the Company will allocate initial Purchase
Payments to the Money Market Sub-Account until the expiration of twenty-five
(25) days from the Issue Date. Upon the expiration of such fifteen (15) day
period (or twenty-five (25) day period respectively), the Sub-Account value of
the Money Market Sub-Account will be allocated to the Separate Account and/or
Fixed Account in accordance with any previous election made by the Contract
Owner.
Charges and Deductions
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 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.)
Administrative Charge. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to 0.15% of
the average daily net asset value of the Separate Account. This charge may be
increased but it cannot exceed 0.25% 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.)
Withdrawals. During the Accumulation Period, the Contract Owner may, upon
Written Request, make a total or partial withdrawal of Contract Value.
Withdrawals may be subject to a Contingent Deferred Sales Charge. (See
Withdrawals.)
Contingent Deferred Sales Charge. The Company does not deduct a sales charge
when it receives a Purchase Payment. However, if any part of Contract Value is
withdrawn, a Contingent Deferred Sales Charge may be assessed by the Company.
Subject to the Free Withdrawal Amount and the Additional Free Withdrawal Amount
described below, Contract withdrawals derived from a Purchase Payment deposited
with the Company for a period of seven years or less will be subject to a
Contingent Deferred Sale Charge ranging from 7% to 1%.
Free Withdrawal Amount. A Contract Owner may withdraw amounts attributable to
positive investment results, if any, under the Contract without incurring a
Contingent Deferred Sales Charge.
Additional Free Withdrawal Amount. A Contract Owner may generally withdraw an
Additional Free Withdrawal Amount which is equal, under certain circumstances,
up to 10% of Purchase Payments remaining in Contract Value during each contract
year.
Annual Contract Maintenance Charge. Currently, there is an Annual Contract
Maintenance Charge of $30 deducted on the last day of the Contract Year. This
charge may be increased but it cannot exceed $60 per Contract Year. In the event
of an increase, the Company will give Contract Owners 90 days prior notice of
the increase. However, if the Contract Value on the last day of the Contract
Year is at least $100,000, then no Annual Contract Maintenance Charge will be
deducted. If a total withdrawal is made on other than the last day of the
Contract Year and the Contract Value for the Valuation Period during which the
total withdrawal is made is less than $100,000, 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 and
the Fixed Account in the same proportion that the amount of the Contract Value
in each Sub-Account and the Fixed 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, the Annual Contract Maintenance Charge
will be
6
<PAGE>
deducted pro-rata from Annuity Payments regardless of Contract size and will
result in a reduction of each Annuity Payment.
Premium Taxes. Premium Taxes may be charged against Purchase Payments or
Contract Values. (See Charges and Deductions - Deduction for Premium and Other
Taxes.) The Company currently intends to advance any Premium Taxes that may be
due at the time Purchase Payments are made and then deduct a charge for such
Premium Taxes from a Contract Owner's Contract Value at the time Annuity
Payments begin or upon a total withdrawal if the Company is unable to obtain a
refund. Premium taxes generally range from 0% to 3.5%.
Transfer Fee. Under certain circumstances, a Transfer Fee may be assessed during
the Accumulation Period when a Contract Owner makes a transfer from the Fixed
Account or any Sub-Account to another Sub-Account or the Fixed Account. In
addition, a Transfer Fee may be assessed 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 Fixed Account. The Transfer Fee is the lesser of $20
or 2% of the amount transferred. (See Charges and Deductions - Deduction for
Transfer Fee.)
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 or the joint lives (or joint life expectancies) of
the taxpayer and his or her Beneficiary; (e) under an immediate annuity; or (f)
which are allocable to purchase payments made prior to August 14, 1982. For
federal income tax purposes, withdrawals are deemed to be on a last-in,
first-out basis. (See Tax Status - Tax Treatment of Withdrawals - Non-Qualified
Contracts.) Separate tax withdrawal penalties and restrictions apply to
Qualified Contracts. For a further discussion of the taxation of the Contracts,
see Tax Status.
See Tax Status - Diversification for a discussion of owner control of the
underlying investments in a variable annuity contract.
The Contract
Transfers. Subject to certain conditions, Contract Owners may make unlimited
transfers between Sub-Accounts and/or the Fixed Account during the Accumulation
Period and 6 transfers per calendar year during the Annuity Period. A transfer
from the Fixed Account is limited each Contract Year to the greater of thirty
percent (30%) of the Contract Owner's Contract Value determined as of the last
day of the previous Contract Year allocated to the Fixed Account or $30,000. In
addition, a ninety (90) day restriction exists for certain types of transfers
involving the Fixed Account or the Money Market Sub-Account. 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 during the Annuity Period. (See
Transfers.)
Death Benefit. Prior to the Contract Owner, or the oldest Joint Contract Owner,
or the Annuitant, if the Owner is a non-natural person, attaining age 75, the
death benefit during the Accumulation Period will be at least equal to the
Purchase Payments, less any withdrawals including any applicable charges. (See
Proceeds Payable on Death 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 for a further discussion.)
Maximum Issue Ages. The maximum issue age is Attained Age 85 (age 80 for
Pennsylvania residents). 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
Owners all provisions which are based upon age, including the maximum issue age,
are based on the age of the older of the Joint Owners. If the Contract is owned
by a non-natural person, the Contract Owner shall mean Annuitant.
7
<PAGE>
C.M. Multi-Account A
Table of Fees and Expenses
(see Note 1)
Contract Owner Transaction Expenses
Transfer Fee .......................... No charge for the first 12 transfers in
(see Note 3) in a calendar year during the
Accumulation Period; thereafter the fee
is the lesser of $20 or 2% of the amount
transferred. Only 6 transfers in a
calendar year are permitted during the
Annuity Period and there is no fee for
those 6 transfers
Sales Load on Purchases ............... 0%
Maximum Contingent Deferred Sales
Computed on Amounts Withdrawn (as a
percentage of Contract Owner's Purchase
Payment) (see Note 2) ................. 7%
Annual Contract Maintenance Charge
(see Note 4) .......................... $30 per Contract Year.
Separate Account Annual Expenses
(as a percentage of average account value)
Mortality and Expense Risk Charge ..... 1.25%
Administrative Charge (See Note 5) .... 0.15%
----
Total Separate Account Annual
Expenses .............................. 1.40%
ELIGIBLE INVESTMENTS' ANNUAL EXPENSES FOR 1996
(as a percentage of the average net assets of a Portfolio)
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total Lifespan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees .................... 0.45% 0.74% 0.75% 0.55% 0.85% 0.85% 0.57% 1.00%
Other Expenses ..................... 0.04% 0.04% 0.32% 0.00% 0.32% 0.45% 0.01% 0.21%
Total Operating Expenses ........... 0.49% 0.78% 1.07% 0.55% 1.17% 1 30% 0.58% 1.21%
</TABLE>
(See the Prospectus for Panorama Fund and Oppenheimer Funds for more
information)
Examples (See Note 6)
A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets, assuming that the same Portfolio and
Fund expenses as shown above remain the same for the periods shown in the
examples, and assuming the Contract is fully surrendered at the end of each
time period.
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total Lifespan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
If your Contract is redeemed
at end of year
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 ................................ $ 85 $ 88 $ 91 $ 86 $ 92 $ 93 $ 86 $ 92
3 ................................ $112 $121 $129 $114 $132 $136 $115 $133
5 ................................ $137 $153 $167 $141 $172 $179 $142 $174
10 ................................ $232 $262 $292 $236 $302 $315 $241 $306
</TABLE>
A Contract Owner would pay the following expenses assuming either 1)the Contract
is not surrendered at the end of each time period, or 2) the Contract is
annutized at the end of each time period.
<TABLE>
<CAPTION>
Panorama Panorama
LifeSpan Panorama Panorama LifeSpan Panorama
Oppenheimer Oppenheimer Diversified Total Lifespan Capital Panorama International
Money Bond Income Return Balanced Appreciation Growth Equity
Fund Fund Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---- ---- --------- --------- --------- --------- --------- ---------
If your Contract is redeemed at
end of year.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 ................................ $21 $24 $31 $22 $31 $31 $23 $29
3 ................................ $65 $74 $96 $67 $96 $96 $69 $88
5 ................................ $65 $74 $96 $67 $96 $96 $69 $88
10 ................................ $65 $74 $96 $67 $96 $96 $69 $88
</TABLE>
8
<PAGE>
Condensed Financial Information
<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUES
Sub-Account 1996(a) Dec 31, 1996
------- ------------
<S> <C> <C>
Money 10.00 10.342534
Bond 10.00 10.333908
LifeSpan Diversified Income 10.00 10.498529
Total Return 10.00 10.831420
LifeSpan Balanced 10.00 11.208195
LifeSpan Capital Appreciation 10.00 11.688219
Growth 10.00 11.761149
International Equity 10.00 11.123558
<CAPTION>
ACCUMULATION UNITS OUTSTANDING
Sub-Account Dec. 31, 1996
-------------
<S> <C>
Money 526,970
Bond 245,238
LifeSpan Diversified Income 250,228
Total Return 1,416,956
LifeSpan Balanced 990,137
LifeSpan Capital Appreciation 910,038
Growth 1,258,381
International Equity 320,578
</TABLE>
(a) Commencement of public offering was January 23, 1996.
Financial Statements
For Audited financial Statements and other information concerning the financial
condition of C.M. Multi-Account A, see the Statement of Additional Information.
Notes to Table Of Fees and Expenses
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 $35,000. The Fee
Table reflects expenses of the Separate Account as well as the Portfolios of
the Panorama Fund and the Funds of the Oppenheimer Funds. For additional
information, see "Charges and Deductions" in this Prospectus and the
Prospectuses for the Panorama Fund and Oppenheimer Funds.
2. A portion of a Contract Owner's Contract Value may be withdrawn each Contract
Year without the assessment of a Contingent Deferred Sales Charge (see Free
Withdrawal Amount). After a Purchase Payment has been held by the Company for
seven years such Purchase Payment, may be withdrawn without assessment of the
Contingent Deferred Sales Charge. Under certain circumstances, in the event
of a terminal illness Contract Value may be withdrawn without the assessment
of a Contingent Deferred Sales Charge (see Terminal Illness Benefit). In
addition, a Contingent Deferred Sales Charge is not assessed against the
payment of a death benefit.
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.
Currently, transfers made under the following circumstances will not be
counted in determining the application of the Transfer Fee: (i) transfers
made in conjunction with an approved dollar cost averaging program; and (ii)
transfers made in conjunction with the Rebalancing Program. (See Charges and
Deductions - Deduction for Transfer Fee and Dollar Cost Averaging and
Rebalancing Program.)
4. Currently, the Annual Contract Maintenance Charge is $30 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. However, if the Contract Value on the last day of the Contract Year
is at least $100,000, then no Annual Contract Maintenance Charge will be
deducted. If a total withdrawal is made on other than the last day of the
Contract Year and the Contract Value for the Valuation Period during which
the total withdrawal is made is less than $100,000, 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 Fixed Account
and Sub-Accounts in the same proportion that the amount of the Contract Value
in each Sub-Account and the Fixed Account bears to the total Contract Value.
If the Annuity Date is not the last day of the Contract Year and the Contract
Value on the Annuity Date is less than $100,000, then a pro-rata portion of
the Annual Contract Maintenance Charge will be deducted on the Annuity Date.
During the Annuity Period, 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.) The examples reflect the
$30 Annual Contract Maintenance Fee as an annual charge of 0.09% of assets,
based on an anticipated average Contract Value of $35,000.
5. The current Administrative Charge is equal on an annual basis to 0.15% of the
average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed 0.25% of the average daily
net asset value of the Separate Account.
6. Premium Taxes are not reflected. Premium taxes may apply. (See Charges and
Deductions - Deduction for Premium and Other Taxes.)
7. The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
9
<PAGE>
The Company
C.M. Life Insurance Company (the "Company"), 140 Garden Street, Hartford,
Connecticut 06154, is a stock life insurance company. It was chartered by a
special Act of the Connecticut General Assembly on April 25, 1980. It is
principally engaged in the sale of life insurance and annuities, and is licensed
in all states except New York. The Company is a wholly-owned subsidiary of
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. MassMutual has
estimated statutory assets in excess of $55 billion, and estimated total assets
under management in excess of $130 billion.
Prior to February 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. The merger did not affect any provisions of, or
rights or obligations under, the Contracts issued by C.M. Life.
The Separate Account
The Board of Directors of the Company adopted a resolution to establish a
segregated asset account pursuant to Connecticut insurance law on August 3, 1994
designated as C.M. Multi-Account A (the "Separate Account"). The Separate
Account is 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 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 currently is divided into three segments, one of which
relates to the Contracts. This segment is divided into Sub-Accounts, with the
assets of each Sub-Account invested in one Portfolio of the Panorama Series
Fund, Inc. (LifeSpan Diversified Income Portfolio, Total Return Portfolio,
LifeSpan Balanced Portfolio, LifeSpan Capital Appreciation Portfolio, Growth
Portfolio, and International Equities Portfolio) or one Fund of the Oppenheimer
Variable Account Funds (Money Fund and Bond Fund). There is no assurance that
the investment objectives of any of the Portfolios will be met. Contract Owners
bear the complete investment risk for Purchase Payments allocated to a
Sub-Account. Contract Values will fluctuate in accordance with the investment
performance of the Sub-Accounts to which Purchase Payments are allocated, and in
accordance with the imposition of the fees and charges assessed under the
Contracts.
Eligible Investments
The following are the current Separate Account Eligible Investments that can be
selected as the underlying investments of the Contract. While a brief summary of
the various investment objects is set forth below, more comprehensive
information, including a discussion of potential risk, is found in the current
Prospectus for each of the Eligible Investments which are included with this
Prospectus.
Panorama Series Fund, Inc.
Panorama Series Fund, Inc. ("Panorama Fund") is an open-end management
investment company. OppenheimerFunds, Inc. ("OFI"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, as amended,
("Investment Advisers Act") is the investment adviser to the Panorama Fund, and
performs sales and administrative functions relative to the Panorama Fund,
including the keeping of all records not maintained by the custodian. OFI has
operated as an investment adviser since 1959 and, together with a subsidiary,
manages companies with $62 billion in assets and 3 million shareholder accounts.
OFI is owned by Oppenheimer Acquisition Corporation, a holding company that is
owned in part by senior officers for OFI and controlled by MassMutual. The
address of OFI is Two World Trade Center, New York, NY 10048-0203.
OFI has engaged three Subadvisors to assist in the selection of portfolio
investments for the International Equity Portfolio, the LifeSpan Diversified
Income Portfolio, the LifeSpan Balanced Portfolio, and the LifeSpan Capital
Appreciation Portfolio. Babson-Stewart Ivory International ("Babson-Stewart"),
One Memorial Drive, Cambridge, MA 02142, is the Subadvisor to the International
Equity Portfolio. Babson-Stewart is a partnership formed in 1987 between David
L. Babson & Co., Inc., a subsidiary of MassMutual and Stewart Ivory & Co., Ltd.,
located in Edinburgh, Scotland. BEA Associates, 599 Lexington Avenue, 36th
Floor, New York, NY 10022, is the Subadvisor to the high yield bond components
of the LifeSpan Portfolios. Pilgrim, Baxter & Associates ("Pilgrim Baxter"),
1255 Drummers Lane, Wayne, PA 19087, is the Subadvisor to the small cap
components of the LifeSpan Portfolios.
OFI provides investment advice for the remaining Portfolios available under the
Contract. See the accompanying prospectus for the Panorama Fund for more
information.
Panorama Fund Lifespan Diversified Income Portfolio
(Diversified Income Portfolio)
The Diversified Income Portfolio is designed for the investor with a relatively
low tolerance for risk who is seeking current income with some long-term
inflation protection. The Diversified Income Portfolio seeks high current
income, with opportunities for capital appreciation through a strategically
allocated portfolio consisting primarily of fixed-income securities.
Panorama Fund Total Return Portfolio
The investment objective of the Total Return Portfolio is to maximize the total
investment return (including capital appreciation and income) by allocating its
assets among stocks, corporate
10
<PAGE>
bonds, securities issued by the U.S. Government and its instrumentalities, and
money market instruments according to changing market conditions.
Panorama Fund Lifespan Balanced Portfolio
(Balanced Portfolio)
The Balanced Portfolio is designed for the investor seeking a blend of capital
appreciation and income. The Balanced Portfolio seeks a blend of capital
appreciation and income through a strategically allocated portfolio of equity
securities and fixed-income securities with a slightly stronger emphasis on
equity securities.
Panorama Fund Lifespan Capital Appreciation Portfolio
(Capital Appreciation Portfolio)
The Capital Appreciation Portfolio is designed for the investor seeking capital
appreciation. The Capital Appreciation Portfolio seeks long-term capital
appreciation through a strategically allocated portfolio consisting primarily of
equity securities. Current income is not a primary consideration.
Panorama Fund Growth Portfolio
The investment objective of the Growth Portfolio is to achieve long-term growth
of capital by investing primarily in common stocks with low price-earnings
ratios and better than anticipated earnings.
Panorama Fund International Equity Portfolio
The investment objective of the International Equity Portfolio is to achieve
long-term growth of capital by investing primarily in equity securities (such as
common stocks) of non-U.S. issuers trading for the most part in non-U.S.
markets.
Oppenheimer Variable Account Funds
Oppenheimer Funds is an open-end management investment company. The Fund's
investment adviser is Oppenheimer-Funds, Inc. ("OFI"), which (including a
subsidiary) advises investment company portfolios having over $62 billion in
assets and with more than 3 million shareholder accounts. OFI has operated as an
investment adviser since 1959. Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of OFI and controlled by MassMutual.
OFI's address is Two World Trade Center, New York, New York 10048.
Oppenheimer Money Fund. The Money Fund seeks the maximum current income from
investments in "money market" securities consistent with low capital risk and
the maintenance of liquidity. Its shares are neither insured nor guaranteed by
the U.S. government, and there is no assurance that this Fund will be able to
maintain a stable net asset value of $1.00 per share.
Oppenheimer Bond Fund. The Bond Fund seeks a high level of current income from
investment in high yield fixed-income securities rated "Baa" or better by
Moody's or "BBB" or better by Standard & Poor's. Secondarily, this Fund seeks
capital growth when consistent with its primary objective.
THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE. More
detailed information, including a description of each Portfolio's investment
objective and policies and a description of risks involved in investing in each
of the Portfolios and each Portfolio's fees and expenses, is contained in the
prospectuses for the Panorama Fund and Oppenheimer Funds, current copies of
which are attached to this Prospectus. Information contained in the Panorama
Fund's prospectus and Oppenheimer Funds' prospectus should be read carefully
before making allocation to a Sub-Account of the Separate Account.
Voting Rights
In accordance with its view of present applicable law, the Company will vote the
shares of the Eligible Investment held in the Separate Account at special
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 the Eligible Investment. Voting instructions will be
solicited by written communication at least ten (10) days prior to the meeting.
Substitution of Securities
If the shares of the Eligible Investments (or any Portfolio or Fund within an
Eligible Investment or any other funding vehicle made available under the
Contracts), 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 funding vehicle 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.
The Fixed Account
The Fixed Account is an investment option within the General Account of the
Company. Payments may be allocated to the Fixed Account to the extent elected by
the Contract Owner at the time such payment is made. In addition, all or part of
the Contract Owner's Contract Value may be transferred to the Fixed Account as
described under "Transfers." Because of applicable exemptive and exclusionary
provisions, interests in the Fixed Account have not been registered under the
Securities Act of 1933 (the "1933 Act") nor has the Fixed Account been
registered under the Investment Company Act of 1940 (the "1940 Act"). Therefore,
neither the Fixed Account nor any interest therein is generally subject to
regulation under the provisions of the 1933 Act or the 1940 Act. Accordingly,
the Company has been advised that the staff of the Securities and Exchange
Com-
11
<PAGE>
mission has not reviewed the disclosure in this Prospectus relating to the
Fixed Account.
Assets supporting amounts allocated to the Fixed Account become part of the
Company's General Account assets and are available to fund the claims of all
creditors of the Company. All of the Company's General Account assets will be
available to fund benefits under the Contracts. The Contract Owner does not
participate in the investment performance of the assets of the Company's Fixed
Account. Instead, a specified rate of interest, declared in advance, is credited
to amounts allocated to the Fixed Account. This rate is guaranteed to be at
least 3% per year ("Guaranteed Minimum Rate"). The Company may, at its sole
discretion, credit a higher rate of interest ("excess interest") for any period
specified in advance by the Company. However, the Company is not obligated to
credit interest in excess of the 3% Guaranteed Minimum Rate per year, and might
not do so. The contract owner assumes the risk that interest credited may not
exceed the guaranteed minimum rate.
Charges and Deductions
Various charges and deductions are made from the Contract Value and the Separate
Account. These charges and deductions are:
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 1.25% of the average daily net asset
value of the Separate Account. The mortality risks assumed by the Company arise
from its contractual obligation to make Annuity Payments after the Annuity Date
(determined in accordance with the Annuity Option chosen by the Contract Owner)
regardless of how long all Annuitants live. This assures that neither an
Annuitant's own longevity, nor an improvement in life expectancy greater than
expected, will have any adverse effect on the Annuity Payments the Annuitant
will receive under the Contract. Further, the Company bears a mortality risk in
that it guarantees the annuity purchase rates for the Annuity Options under the
Contract whether for a Fixed Annuity or a Variable Annuity. Also, there is a
mortality risk borne by the Company with respect to the death benefit and to the
waiver of the Contingent Deferred Sales Charge upon the death of the Owner. 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. Mortality and Expense Risk Charge is
guaranteed by the Company and cannot be increased.
Deduction for Administrative Charge
Each Valuation Period, the Company deducts an Administrative Charge which is
currently equal, on an annual basis, to 0.15% of the average daily net asset
value of the Separate Account. 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 and statements,
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. Should this charge prove to be
insufficient, the Company may increase this charge but guarantees that it will
never exceed 0.25% of the average daily net asset value of the Separate Account.
If this Charge is increased, Contract Owners will be given 90 days prior notice.
Deduction for Annual Contract
Maintenance Charge
Currently, the Annual Contract Maintenance Charge is $30 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. However, if the Contract Value on
the last day of the Contract Year is at least $100,000, then no Annual Contract
Maintenance Charge will be deducted. If a total withdrawal is made on other than
the last day of the Contract Year and the Contract Value for the Valuation
Period during which the total withdrawal is made is less than $100,000, 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
Fixed Account and the Sub-Accounts in the same proportion that the amount of the
Contract Value in each Sub-Account and the Fixed Account bears to the total
Contract Value. If the Annuity Date is not the last day of the Contract Year and
the Contract Value on the Annuity Date is less than $100,000, then a pro-rata
portion of the Annual Contract Maintenance Charge will be deducted on the
Annuity Date. During the Annuity Period, 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. 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. If this Charge is increased, Contract Owners will
be given 90 days prior notice.
12
<PAGE>
Deduction for Premium and Other Taxes
Any Premium Taxes relating to the Contracts may be deducted from the Purchase
Payments or Contract Value when incurred. The Company currently intends to
advance any Premium Taxes that may be due at the time Purchase Payments are made
but not deduct such Premium Taxes from Contract Value until the time Annuity
Payments begin, or upon a total withdrawal if the Company is unable to obtain a
refund. 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.
The Company may, at its sole discretion, pay such Premium Taxes when due and
deduct that amount from the Contract Value at a later date. Payment at an
earlier date does not waive any right the Company may have to deduct amounts at
a later date. 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.
Deduction for Fund Expenses
There are other deductions from and expenses paid out of the assets of the Fund,
including amounts paid for advisory and management fees, which are described in
the accompanying Fund Prospectus.
Deduction for Transfer Fee
Subject to certain conditions (see Transfers), Contract Owners may transfer all
or part of the Contract Owner's interests among the Sub-Accounts and/or the
Fixed Account during the Accumulation Period or during the Annuity Period
transfer interests 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. Contract Owners are currently not limited to any
number of transfers during the Accumulation Period and are limited to six (6)
transfers during the Annuity Period. If, during the Accumulation Period, more
than the number of free transfers per Contract Year (currently 12 per year) 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. The Transfer Fee will be deducted from the Sub-Account(s) and/or
Fixed Account (collectively "Account(s)") from which the transfer occurred. If
the entire Account balance is transferred, the Transfer Fee will be deducted
from the amount transferred. All transfers made during a Valuation Period are
deemed to be one transfer. Currently, transfers made under the following
circumstances will not be counted in determining the application of the Transfer
Fee: (i) transfers made by the Company at the end of the Right to Examine
Contract period; (ii) transfers made in conjunction with an approved dollar cost
averaging program; (see Dollar Cost Averaging) and (iii) transfers made under
the Rebalancing Program. (See Rebalancing Program.)
Deduction for Contingent Deferred
Sales Charge
No deduction for sales charges is made from a Purchase Payment. However, if a
withdrawal is made, a Contingent Deferred Sales Charge may be assessed by the
Company. The length of time between the Company's acceptance of a Purchase
Payment and the making of a withdrawal determines the Contingent Deferred Sales
Charge, if any. Each Purchase Payment has its own time period for purposes of
assessing a Contingent Deferred Sales Charge. This Charge will be used to cover
certain expenses relating to the sale of the Contracts including commissions
paid to sales personnel, the costs of preparation of sales literature, other
promotional costs and acquisition expenses. A withdrawal shall be deemed to
first withdraw any positive investment results and thereafter Purchase Payments
on a first-in-first-out basis for purposes of computing the Contingent Deferred
Sales Charge.
Subject to the Free Withdrawal Amount and the Additional Free Withdrawal Amount
described below, the following table shows Contingent Deferred Sales Charges:
<TABLE>
<CAPTION>
Contingent Deferred Sales Charge Year Applicable
Against Amount Withdrawn ---------------
--------------------------------
<S> <C>
7% During 1st Year since Purchase Payment Accepted
6% During 2nd Year since Purchase Payment Accepted
5% During 3rd Year since Purchase Payment Accepted
4% During 4th Year since Purchase Payment Accepted
3% During 5th Year since Purchase Payment Accepted
2% During 6th Year since Purchase Payment Accepted
1% During 7th Year since Purchase Payment Accepted
0% Thereafter
</TABLE>
The Contingent Deferred Sales Charge is assessed against the amounts remaining
in the Sub-Account from which the withdrawal occurred. If a withdrawal is made
from more than one Sub-Account, the Contingent Deferred Sales Charge is assessed
against the amounts remaining in such Accounts in the same proportion to which
the withdrawal amount bears to the total value of such Sub-Accounts. If a
withdrawal causes the entire Sub-Account value to be withdrawn, then the
Contingent Def-
13
<PAGE>
erred Sales Charge will be assessed against the amounts remaining in the Sub-
Accounts in the same proportion in which their value bears to Contract Value. If
a withdrawal causes the entire Contract Value to be withdrawn, then the
Contingent Deferred Sales Charge will be assessed against the Contract Value
withdrawn. The Contingent Deferred Sales Charge is not imposed on a Purchase
Payment after the end of the seventh year of the Company's acceptance of such
Purchase Payment, nor is the Contingent Deferred Sales Charge imposed upon
payment of the death benefit or upon amounts applied to purchase an annuity.
Until April 30, 1998, no Contingent Deferred Sales Charge will be imposed upon
surrender of a Contract where the proceeds of such surrender are applied to the
purchase of a new group annuity Contract issued by Massachusetts Mutual Life
Insurance Company. This does not eliminate charges under the particular group
contract, and upon surrender of the group contract, charges may apply.
No Contingent Deferred Sales Charge will be imposed on the redemption of "excess
contributions" to a plan qualifying for special income tax treatment ("Qualified
Plan"), TSAs or IRAs. "Excess Contributions" (including excess aggregate
contributions) will be defined as provided in the Internal Revenue Code and
applicable regulations.
Owners of certain IRA or non-qualified Flex Extra variable annuity contracts
issued by MassMutual and that are beyond the sales charge period may exchange
such contracts for a Contract (the "Exchange Program"). When eligible Flex Extra
contracts are exchanged for Panorama Premier Contracts, no Contingent Deferred
Sales Charge shall apply to initial purchase payments made pursuant to the
exchange but all subsequent purchase payments shall be subject to the Contingent
Deferred Sales Charges. Subject to state availability, the Exchange Program will
be available on or about May 1, 1997. The Company may terminate the Exchange
Program at any time at its sole discretion. See the Statement of Additional
Information for further information about the Exchange Program or contact your
registered representative or call MassMutual at (800) 234-5606.
Free Withdrawals
The Contract Owner may withdraw the greater of:
(a) the portion of the Contract Value attributable to positive investment
results, if any, on the date of withdrawal; or
(b) 10% of Purchase Payments remaining in the Contract on the withdrawal
date reduced by any Free Withdrawal(s) previously taken during the
current Contract Year.
Withdrawals must be taken first from investment earnings, if any, and next from
Purchase Payments.
Withdrawals which are not attributable to investment earnings will reduce the
amount of Purchase Payments remaining in the Contract on a first-in-first-out
basis for purposes of computing any remaining Contingent Deferred Sales Charge.
The Contracts
Contract Owner
The Contract Owner is the person(s) or entity(ies) entitled to ownership rights
stated in the Contract. The Contract Owner is the person designated as such on
the Issue Date, unless changed. The Company will not issue a Contract to a
person who has Attained Age 85 (age 80 in Pennsylvania) or older on the proposed
Issue Date ("Maximum Issue Age"). If the Contract is proposed to be issued to
Joint Contract Owners, the Company will apply the Maximum Issue Age to the
eldest proposed Joint Contract Owner.
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. A change in Contract Owner may trigger income
tax consequences. (See Tax Status - General.)
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
unless prohibited by applicable law or regulations. Upon the death of either
Contract Owner, the surviving spouse will be the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary unless otherwise indicated in a Written Request. Unless
otherwise specified in the application for the Contract, if there are Joint
Contract Owners both signatures will be required for all Contract Owner
transactions except telephone transfers. If the telephone transfer option is
elected and there are Joint Contract Owners, either Joint Contract Owner can
give telephone instructions.
Annuitant
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Contract Owner at the Issue Date,
unless changed prior to the Annuity Date.
The Annuitant may not be changed in a Contract which is owned by a non-natural
person. Any change of Annuitant is subject to the Company's underwriting rules
then in effect. In the case of certain Qualified Contracts the Contract Owner
must be the Annuitant. The Company will not issue a Contract where the proposed
Annuitant is a person who has Attained Age 85 (age 80 in Pennsylvania) or older
on the proposed Issue Date ("Maximum Issue Age").
Assignment
A Written Request specifying the terms of an assignment of the Contract must be
provided to the Annuity Service Center. Until
14
<PAGE>
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.
Purchase Payments and
Contract Value
Purchase Payments
The initial Purchase Payment is due on the Issue Date. The minimum initial
Purchase Payment the Company will accept is $5,000 for Non-Qualified Contracts
and $2,000 for Qualified Contracts. The minimum subsequent Purchase Payment the
Company will accept is $250, unless the Contract Owner has elected the automatic
investment plan option in which case the Company will accept a minimum of $100.
For Contract Owners up to Age 75 on the Issue Date, the maximum cumulative
Purchase Payments without prior consent of C.M. Life is $1 million. For Contract
Owners over Age 75 on the Issue Date, the maximum total Purchase Payments is
$500,000. For contracts issued to non-natural persons, the maximum Purchase
Payment limits will apply to the Annuitant's age. Purchase Payments above these
amounts must be preapproved by the Company. For Joint Contract Owners, Age
refers to the oldest Joint Contract Owner. The Company reserves the right to
reject any Application or Purchase Payment.
Allocation of Purchase Payments
The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Contract Owner at the time the Contract is issued, except
in the circumstances described under "Right to Examine Contract," on Page 6. 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. Allocation changes can
be made over the telephone if requested at the time of a telephone transfer.
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 two
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Contract as of the Valuation Period
when they are received. If the forms required to issue a Contract are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.
Contract Value
The Contract Value is the sum of the Contract Owner's interest in the Fixed
Account and 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 as of the Valuation Date. The Contract Owner's interest in the
Fixed Account, if any, for any Valuation Date is equal to the sum of the values
of all Fixed Account amounts credited to the Contract on such Valuation Date.
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 transaction is received at the Annuity Service Center.
Accumulation Unit Value
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
for each Valuation Period by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for the
Sub-Account for the current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the funding vehicle or portfolio of a
funding vehicle held by the Sub-Account for the current Valuation Period; plus
(ii) any dividend per share declared on behalf of such funding vehicle or
portfolio of a funding vehicle 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.
15
<PAGE>
B is the net asset value per share of the funding vehicle 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.
Transfers
Transfers During the Accumulation Period
Subject to certain limitations, the Contract Owner may transfer all or part of
the Contract Owner's interest in a Sub-Account or the Fixed Account (each an
"Account" or collectively "Accounts") by Written Request. No fee or charge 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) for each subsequent transfer permitted. The Transfer Fee will be
deducted from the Contract Owner's interest in the Account from which the
transfer is made. However, if the Contract Owner's entire interest in an
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 Account, any Transfer Fee will be allocated to those Accounts
on a pro-rata basis in proportion to the amount transferred from each
Account.
2. The minimum amount which can be transferred is $1,000 (from one or multiple
Accounts) or the Contract Owner's entire interest in the Account, if less.
This requirement is waived if the transfer is made in connection with the
Rebalancing Program. The minimum amount which must remain in a Sub-Account
after a transfer is $1,000 or $0 if the entire amount in the Sub-Account is
transferred.
3. Transfers out of the Fixed Account during any Contract Year are limited in
amount to the greater of $30,000 or thirty percent (30%) of the Contract
Owner's Contract Value allocated to the Fixed Account determined as of the
end of the previous Contract Year. Transfers out of the Fixed Account are
done on a first-in first out basis; i.e., amounts attributed to the oldest
Purchase Payment are transferred first; then amounts attributed to the next
oldest Purchase Payment are transferred; and so on.
4. Transfers between Competing Accounts are not allowed. For purposes of
transfer, the Fixed Account and the Money Market Sub-Account are considered
"Competing Accounts."
5. Other transfers involving any Competing Account are restricted for certain
periods. For a period of ninety (90) days following a transfer out of a
Competing Account, no transfers (i.e., from any Account) may be made into
the other Competing Account. In addition, for a period of ninety (90) days
following a transfer into a Competing Account, no transfers (i.e. to any
Account) may be made out of the other Competing Account.
6. 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.
Contract Owners can elect to make transfers by telephone (except if he/she is
participating in the Rebalancing Program). 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.
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.) If Annuity Reserves 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 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 with out
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
16
<PAGE>
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 $1,000 or the Contract
Owner's entire interest in the Sub-Account, if less. The minimum amount
which must remain in a Sub-Account after a transfer is $1,000 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.
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.
Dollar Cost Averaging
Dollar Cost Averaging is a program which, if elected, permits a Contract Owner
to systematically transfer on a periodic basis amounts from a selected
Sub-Account to any of the other Sub-Accounts. By allocating amounts on a
regularly scheduled basis as opposed to allocating the total amount at one
particular time, a Contract Owner may be less susceptible to the impact of
market fluctuations. The current minimum amount which may be transferred is
$250. The minimum duration of participation in any Dollar Cost Averaging program
is currently six (6) months. In order to participate in the Dollar Cost
Averaging program, a Contract Owner must have Contract Value of at least $5,000
to complete the Contract Owner's designated program. Dollar Cost Averaging is
subject to all contract restrictions regarding transfers.
If the Contract Owner is participating in the Dollar Cost Averaging program,
such transfers are not currently taken into account in determining any Transfer
Fee. However, the Company reserves the right in the future to count Dollar Cost
Averaging transfers when determining the number of transfers in a year and
impose any applicable Transfer Fees. A Contract Owner participating in the
Dollar Cost Averaging program may not also be participating in the Rebalancing
Program. (See Rebalancing Program below.) A Contract Owner participating in the
Dollar Cost Averaging program may not also make withdrawals pursuant to the
Systematic Withdrawal Plan. (See Withdrawal - Systematic Withdrawals.)
Contract Owners can choose the frequency at which the Dollar Cost Averaging
transfers will be made, i.e. monthly, quarterly, semi-annually or annually.
Contract Owners will also choose the specific date when the first Dollar Cost
Averaging transfer will be made. If the date selected is less than five (5)
business days from the date the election form is received at the Annuity Service
Center, the Company may defer the first Dollar Cost Averaging transfer for one
month. If no start date has been selected, the Company will automatically start
Dollar Cost Averaging within five (5) business days after the Written Request is
received. Changes to the selections made by the Contract Owner may be made by
Written Request. The Dollar Cost Averaging option will terminate if: (i) the
total Contract Value is withdrawn; (ii) the last transfer as selected by the
Contract Owner has been made; (iii) there is insufficient Contract Value to make
the transfer; or (iv) a Written Request from the Contract Owner to terminate the
option has been received at the Annuity Service Center at least five (5)
business days prior to the next transfer date.
Except as otherwise provided, Dollar Cost Averaging is subject to the transfer
provisions of the Contract.
Dollar Cost Averaging does not assure a profit and does not protect against loss
in declining markets. Since Dollar Cost Averaging involves continuous investment
in securities regardless of fluctuating price levels of such securities,
Contract Owners should consider their financial ability to continue a Dollar
Cost Averaging Program through periods of fluctuating price levels.
There is currently no charge for participating in the Dollar Cost Averaging
program. However, the Company reserves the right to charge for this option in
the future.
Dollar Cost Averaging is not available to or from Competing Accounts.
Rebalancing Program
From time to time the Company may make available a program during the
Accumulation Period which provides for periodic pre-authorized automatic
transfers among certain Sub-Accounts pursuant to written allocation instructions
from the Owner. Contract Owners may not participate in the Rebalancing Program
if they currently have any Purchase Payments allocated to the Fixed Account.
Transfers can be scheduled on a monthly, quarterly, semi-annual or annual basis.
All transfers must be expressed in whole percentages. Participants in the Dollar
Cost Averaging Program cannot participate in the Rebalancing Program. The Owner
can terminate the Rebalancing Program at anytime by Written Notice to the
Company. Any unscheduled transfer request will automatically terminate the
Rebalancing Program election.
Withdrawals
During the Accumulation Period, the Contract Owner may, upon a Written Request,
make a total or partial withdrawal of the Contract Withdrawal Value. The
Contract Withdrawal Value is:
17
<PAGE>
1. The Contract Value as of the end of the Valuation Period during which a
Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Annual Contract Maintenance Charge, if any; less
4. Any Purchase Payments credited to the Contract when based upon checks
that have not cleared the drawer bank; less
5. Any applicable Contingent Deferred Sales Charge.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account and/or cancellation of Fixed Account values. If the
Contract Owner makes a total withdrawal, all of the Contract Owner's rights and
interests in the Contract will terminate. The amount will be withdrawn
proportionately from the Fixed Account and each Sub-Account held under the
Contract unless otherwise directed by the Contract Owner.
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 $250 or the Contract Owner's entire
interest in the Fixed Account or applicable Sub-Account, if less. The minimum
Contract Value which must remain in the Contract after a partial withdrawal is
$5,000 for Non-Qualified Contracts and $2,000 for Qualified Contracts. 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 penalties and restrictions may apply to
withdrawals from Contracts. (See Tax Status.)
Systematic Withdrawals
The Company permits a Systematic Withdrawal Plan which enables a Contract Owner
to pre-authorize 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 and maintain a
Contract Value of at least $25,000 upon the activation of the withdrawal plan,
in order to participate in the program. Certain tax penalties and restrictions
may apply to withdrawals from the Contracts (see Tax Status). Contract Owners
can choose the frequency at which withdrawals will be made, i.e., monthly,
quarterly, semi-annually or annually.
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 Fixed Account
and/or 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 five (5)
business days prior to the next withdrawal request.
All the provisions relating to withdrawals contained in the Contract are
applicable to the Systematic Withdrawal Plan, including the minimum withdrawal
amount of $250. The Systematic Withdrawal Plan is not available to Contract
Owners who are currently utilizing the Automatic Investment Plan Option, the
Rebalancing Program or the Dollar Cost Averaging Program. If a Contract Owner
terminates a Systematic Withdrawal Plan from the Fixed Account, a new Plan
involving withdrawals from the Fixed Account may not be elected during the six
(6) month period immediately following such election.
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.
The Company reserves the right to defer the payment of amounts withdrawn from
the Fixed Account for a period not to exceed six (6) months from the date
written request for such withdrawal is received by the Company.
Terminal Illness Benefit
If the Endorsement for Terminal Illness has been attached to the Contract, upon
Written Request, the Contract Owner may elect a Terminal Illness Benefit. The
Company will require proof that the Contract Owner is terminally ill and not
expected to live more than 12 months. This proof will include, but is not
limited to, certification by a licensed medical practitioner performing within
the scope of his/her license. The licensed medical practitioner must not be the
Contract Owner, or the parent, spouse or child of the Contract Owner.
The Terminal Illness Benefit will be paid only to the Contract Owner upon
Written Request. Payment of the Terminal Illness Benefit is determined as of the
end of the Valuation Period during which the Company receives at its Annuity
Service Center the
18
<PAGE>
Written Request. Prior to the Contract Owner, or Joint Owner reaching age 75,
the Terminal Illness Benefit shall be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center the
Written Request; or
3. The Contract Value on the most recent three (3) year Contract Anniversary
plus any subsequent Purchase Payments less any subsequent withdrawals and
any applicable charges.
After the Contract Owner or oldest Joint Contract Owner attains age 75, the
Terminal Illness Benefit shall be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center the
Written Request; or
3. The Contract Value on the most recent three (3) year Contract Anniversary
prior to the Contract Owner, or the oldest Joint Contract Owner reaching
age 75, plus any subsequent Purchase Payments less any subsequent
withdrawals, including any applicable charges.
No Contingent Deferred Sales Charge shall apply with respect to any Terminal
Illness Benefit. Payment of the Terminal Illness Benefit is in full settlement
of the Company's liability under the Contract and the Contract will terminate.
If Joint Owners are named, the Age of the oldest will be used to determine the
Terminal Illness Benefit. If the Contract is owned by a non-natural person, then
Contract Owner shall mean Annuitant.
Proceeds Payable on Death
Death of Contract Owner During
the Accumulation Period
Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Primary Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner, the
surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary unless previously changed by Written
Request.
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 become payable.
Death Benefit Amount During
the Accumulation Period
Prior to the Contract Owner, the oldest Joint Contract Owner or the Annuitant
attaining age 75, the death benefit during the Accumulation Period will be the
greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period during
which the Company receives at its Annuity Service Center both due proof of
death and an election of the payment method; or
3. The Contract Value on the most recent three (3) year Contract Anniversary
plus any subsequent Purchase Payments less any subsequent withdrawals
including any applicable charges.
After the Contract Owner, the oldest Joint Contract Owner, or the Annuitant
attains age 75, the death benefit during the Accumulation Period will be the
greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period during
which the Company receives at its Annuity Service Center both due proof of
death and an election of the payment method; or
3. The Contract Value on the most recent three (3) year Contract Anniversary
prior to the Contract Owner, or the oldest Joint Contract Owner, or the
Annuitant reaching age 75, plus any subsequent Purchase Payments less any
subsequent withdrawals, including any applicable charges.
In certain states, 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.
Contract Owners should consult their Contract for the applicable death benefit
provision.
Death Benefit Options During
the Accumulation Period
A Beneficiary who is not the surviving spouse of the Contract Owner must elect
the death benefit to be paid under one of the following options in the event of
the death of the Contract Owner during the Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
Option 2 - the payment of the entire death benefit within five (5) years of the
date of the death of the Contract Owner; or
Option 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with
19
<PAGE>
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 Beneficiary who is the surviving spouse of the Contract Owner 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, in any form other than a lump sum, may only be
elected during the sixty-day period beginning with the date of receipt by the
Company of proof of death.
Death of Contract Owner During
the Annuity Period
If the Contract Owner or a Joint Contract Owner, who is not the Annuitant, dies
during the Annuity Period, any remaining payments under the Annuity Option
elected will continue to be made at least as rapidly as under the method of
distribution in effect at such Contract Owner's death. Upon the death of a
Contract Owner during the Annuity Period, the Beneficiary becomes the Contract
Owner.
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 the Accumulation
Period.)
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
Payment of Death Benefit
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
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.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
Beneficiary
The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death benefit
will be paid in equal shares to the Beneficiary(ies) as follows:
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.
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
must be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
Annuity Provisions
Annuity Guidelines
Once the Contract reaches the Annuity Date, the following guidelines apply:
1. The Contract Owner may elect to have the Contract Value applied to provide
a Variable Annuity, a Fixed Annuity, or a combination Fixed and Variable
Annuity. If a combination is elected, the Contract Owner must specify what
part of the Contract Value is to be applied to the Fixed and Variable
options.
2. The amount applied to an Annuity Option on the Annuity Date, excluding any
death benefit proceeds applied to an Annuity Option, is equal to the
Contract Value minus any applicable Premium Tax and Annual Contract
Maintenance Charge.
3. If the amount to be applied under an Annuity Option is less than $2,000,
the Company reserves the right to pay the amount in a lump sum. If any
Annuity Payment is less than $100, the Company reserves the right to change
the payment basis to equivalent quarterly, semi-annual or annual payments.
20
<PAGE>
4. Contract Owners select an Annuity Date at the Issue Date. Contract Owners
may change the Annuity Date at any time prior to the Annuity Date by
Written Request 30 days prior to the new Annuity Date. The Annuity Date
must be the first day of a calendar month. The Annuity Date cannot be
earlier than five years after the Issue Date. The latest permitted Annuity
Date is the earlier of: (i) the 90th birthday of the Annuitant or the
oldest Joint Annuitant; (ii) the 90th birthday of the Contract Owner or the
oldest Joint Owner, or (iii) 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 ten (10) years of payments guaranteed. Unless
specified otherwise, the then current Contract Value allocation shall
determine whether a Fixed Annuity or Variable Annuity, or combination Fixed
and Variable Annuity will be provided. Therefore, any amounts in the
Separate Account will be applied to a Variable Annuity, and any amounts in
the Fixed Account will be applied to a Fixed Annuity. Variable Annuity
payments will be based on the Sub-Account(s) selected by the Contract
Owner, or on the then current allocation of Contract Value among the
Sub-Accounts.
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. 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 the 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.
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 guaranteed 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.
Variable Annuity
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts Annuity Units credited to the
Variable Annuity Option.
Annuity Units and Payments
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be determined
by dividing the product of the portion of the Contract Value to be applied
to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates
are set forth in the Variable Annuity Rate Tables in the Contract.
2. For each Sub-Account, the amount of each Annuity Payment equals the product
of the Annuitant's number of Annuity Units and the Annuity Unit Value on
the payment date. The amount of each payment may vary.
Annuity Unit Value
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
1. The Net Investment Factor for the current Valuation Period is multiplied by
the value of the Annuity Unit for the Sub-Account for the immediately
preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment rate factor. The
assumed investment rate factor equals 1.00 plus the assumed investment rate
for the number of days since the preceding Valuation Date. The assumed
investment rate is based on an effective annual rate of 4%.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
Annuity Options
The Contract Owner may choose periodic Fixed and/or Variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent to
other plans of payment before the Annuity Date.
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
21
<PAGE>
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 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.
Distribution
The Contracts will be sold by licensed insurance agents in those states where
the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
and who have entered into distribution agreements with the Company and the
principal underwriter for the Contract. MML Distributors, LLC ("MML
Distributors"), an ultimate subsidiary of MassMutual serves as a principal
underwriter for the Contracts. MML Distributors is located at 1414 Main Street,
Springfield, MA 01144-1013. MML Investors Services, Inc. ("MMLISI"), an ultimate
subsidiary of Massachusetts Mutual Life Insurance Company serves as a
co-underwriter for the Contracts. MMLISI is located at 1414 Main Street,
Springfield, MA 01144-1013. The principal underwriter and the co-underwriter are
registered with the Securities and Exchange Commission as a broker-dealers and
are members of the National Association of Securities Dealer, Inc. Commissions
and other distribution compensation will be paid by the Company on behalf of the
Distributor to selling broker-dealers up to an amount currently equal to 7.00%
of Purchase Payments. The Company may, by agreement with the broker/dealer, pay
commissions as a trail commission (up to 1.20% of Contract Values beginning in
the first Contract Year) or as a combination of commission at the time of the
sale and a trail commission. These alternatives could exceed 7.0% of the
Purchase Payments.
C.M. Life will accept, by agreement with a limited number of broker-dealers,
electronic data transmissions of Application information, along with wire
transmittals of initial Purchase Payments from the broker-dealers to the Annuity
Service Center for purchase of the Contract. Please contact your broker-dealer
representative to receive more information about electronic data transmission of
Application information.
It is anticipated that the offering of the Contracts will be continuous.
Performance Measures
C.M. Life may show the performance under the Contracts in the following
ways:
Standardized Average Annual Total Return
C.M. Life will show the Standardized Average Annual Total Return for the
Sub-Accounts of the Separate Account which have been in existence for more than
one year. As prescribed by the rules of the SEC, the Standardized Average Annual
Total Return is the effective annual compounded rate of return that would have
produced the cash redemption value over the stated period had the performance
remained constant throughout. The Standardized Average Annual Total Return
assumes a single $1000 payment made at the beginning of the period and full
redemption at the end of the period. It reflects a deduction for the contingent
deferred sales charge, the annual contract maintenance charge and all other
Fund, Separate Account, and Contract level charges except premium taxes, if any.
The annual contract maintenance charge is apportioned among the Sub-Accounts
based upon the percentages of inforce Contracts investing in each of the
Sub-Accounts.
The Company may choose to show Standardized Average Annual Total Returns based
on the inception of the underlying Fund.
Additional Performance Measures
The performance figures discussed in this section are calculated on the basis of
the historical performance of the Funds, and may
22
<PAGE>
assume the Contracts were in existence prior to January 23, 1996 (which they
were not). Beginning January 23, 1996 (inception date), actual Accumulation Unit
values are used for the calculations. The difference between the first set of
additional performance measures, PERCENTAGE CHANGE and ANNUALIZED RETURNS on
Accumulation Unit Values, and the second set, the NON-STANDARDIZED ANNUAL and
AVERAGE ANNUAL TOTAL RETURNS, is that the second set includes the deduction of
the Annual Contract Maintenance Charge, the first set does not. Additional
details follow.
ACCUMULATION UNIT VALUES; PERCENTAGE CHANGE AND ANNUALIZED RETURNS. C.M. Life
will show the PERCENTAGE CHANGE in the value of an Accumulation Unit for a
Sub-Account with respect to one or more periods. The ANNUALIZED RETURN, or
average annual change in Accumulation Unit Values, may also be shown with
respect to one or more periods. For a one year period, the PERCENTAGE CHANGE and
the ANNUALIZED RETURN are effective annual rates of return and are equal. For
periods greater than one year, the ANNUALIZED RETURN is the effective annual
compounded rate of return for the periods stated. Since the value of an
Accumulation Unit reflects the Separate Account, the Panorama Series Fund
expenses and the Oppenheimer Fund expenses (See Table of Fees and Expenses), the
PERCENTAGE CHANGE and ANNUALIZED RETURN also reflect these expenses. These
percentages, however, do not reflect the Contract Maintenance Charge and the
contingent deferred sales charge or premium taxes (if any), which if included
would reduce the percentages reported.
The NON-STANDARDIZED ANNUAL TOTAL RETURN for a Sub-Account is the effective
annual rate of return that would have produced the ending Accumulated Value of
the stated one year period.
The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a Sub-Account is the
effective annual compounded rate of return that would have produced the ending
Accumulated Value over the stated period had the performance remained constant
throughout.
Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the
NON-STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same
period due to the effect of the Annual Contract Maintenance Charge.
Additionally, the magnitude of this difference will depend on the size of the
Accumulated Value from which the Annual Contract Maintenance Charge is deducted.
YIELD AND EFFECTIVE YIELD. C.M. Life may also show yield and effective yield
figures for the Money Market Sub-Account over a seven-day period, which is
then "annualized". That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period and
is shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Money
Market Sub-Account is assumed to be re-invested. Therefore the effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment. These figures do not reflect the Annual Contract
Maintenance Charge, the contingent deferred sales charge or premium taxes (if
any), which if included would reduce the yields reported.
The performance measures discussed above reflect results of the Funds and are
not intended to indicate or predict future performance. For more detailed
information see the Statement of Additional Information.
Performance information for the Separate Account Sub-Accounts may be compared to
other variable annuity separate accounts or other investment products surveyed
by Lipper Analytical Services, a nationally recognized independent reporting
service which ranks mutual funds and other investment products on overall
performance or other criteria. Performance figures will be calculated in
accordance with standardized methods established by each reporting service.
C.M. Life may also show the application of general mathematical principles in
connection with the Contracts.
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. This discussion is based upon C.M. Life's understanding of the
present Federal income tax laws as they are currently interpreted by the
Internal Revenue Service. No representation is made as to the likelihood of the
continuation of the present Federal income tax laws, or of the current
interpretation by the Internal Revenue Service. 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 generally not taxed on increases in the value of a Contract until
distribution occurs, either in the form of a lump sum payment or other
non-periodic distribution 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
23
<PAGE>
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 excludable
amounts received equal the investment in the Contract) are fully taxable. The
taxable portion is taxed at ordinary income tax rates. For certain types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Contract Owners, Annuitants, and Beneficiaries under the
Contracts should seek competent financial advice about the tax consequences of
any distributions.
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.
Diversification
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Contract as an annuity contract would result in the imposition of federal income
tax to the Contract Owner with respect to earnings allocable to the Contract
prior to the receipt of payments under the Contract. The Code contains a safe
harbor provision which provides that annuity contracts such as the Contract 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 Contract. 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 Portfolios of the Trust underlying the Contracts
will be managed by the Investment Adviser for the Trust 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 would 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.
Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.
Multiple Contracts
The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences including more rapid taxation of the distributed amounts from such
combination of contracts. Contract Owners should consult a tax adviser prior to
purchasing more than one Non-Qualified annuity Contract in any calendar year.
Tax Treatment of Assignments
A transfer of ownership, assignment or pledge of a Contract may be a taxable
event. Contract Owners should therefore consult competent tax advisers should
they wish to transfer, assign or pledge their Contracts.
Income Tax Withholding
All distributions or the portion thereof which is includible in the gross income
of a payee 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 payee, in most cases, may elect not to
have taxes withheld or to have withholding done at a
24
<PAGE>
different rate. Special rules limit the ability of a payee to elect no
withholding where the payee fails to provide a U.S. residence address or federal
taxpayer identification number.
Effective January 1, 1993, certain distributions from Qualified Plans under
Section 401, 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 lives or joint life expectancies 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. Payments that are not eligible for rollover remain subject to the
withholding rules described in the preceding paragraph.
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.
Penalty Tax
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 has
become totally disabled (for this purpose disability is as defined in Section
72(m)(7) of the Code); (d) in a series of substantially equal periodic payments
made not less frequently than annually for the life (or life expectancy) of the
taxpayer or for the joint lives (or joint life expectancies) of the taxpayer and
his or her Beneficiary; (e) under an immediate annuity; or (f) which are
allocable to purchase payments made prior to August 14, 1982.
The above information does not apply to Qualified Contracts. However, separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See Tax Treatment of Withdrawals - Qualified Contracts.)
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 rights 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.)
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.) These
retirement plans may permit the purchase of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the Plan, to the participant or to both may result if the Contract is assigned
or transferred to any individual as a means to provide benefit payments, unless
the Plan complies with all legal requirements applicable to such benefits prior
to the transfer of the Contract. Purchasers of Contracts for use with an H.R. 10
Plan should obtain competent tax advice as to the tax treatment and suitability
of such an investment.
Individual Retirement Annuities
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
25
<PAGE>
subject to limitations on eligibility, contributions, transferability and
distributions. (See Tax Treatment of Withdrawals - Qualified Contracts.) 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. The Internal Revenue Service has not
reviewed the Contract for qualification as an IRA, and has not addressed in a
ruling of general applicability whether a death benefit provision such as the
provision in the Contract comports with IRA qualification requirements.
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.
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.) 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.
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.) 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.
Section 457 Deferred Compensation ("Section 457") Plans
Under Section 457 of the Code, employees of (and independent contractors who
perform services for) certain state and local governmental units, or certain
tax-exempt employers, may participate in a Section 457 plan of the employer,
allowing them to defer part of their salary or other compensations. The amount
deferred, and any income on such amount, will not be taxable until paid or
otherwise made available to the employee.
The maximum amount that can be deferred under a Section 457 plan in any tax year
is ordinarily one-third of the employee's includible compensation, up to $7,500.
Includible compensation means earnings for services rendered to the employer
which is includible in the employee's gross income, but excluding any
contributions under the Section 457 plan, or a Tax-Sheltered Annuity. During the
last three (3) years before an individual attains normal retirement age,
additional "catch-up" deferrals are permitted. The deferred amounts will be used
by the employer to purchase the Contract. The Contract will be issued to the
employer, but all Contract Values must be held for the exclusive benefit of the
employees under it. The employee has no rights or vested interest in the
Contract, and is only entitled to payment in accordance with the Section 457
plan provisions. Present federal income tax law does not allow tax-free
transfers or rollovers for amounts accumulated in a Section 457 plan, except for
transfers to other Section 457 plans in certain limited cases.
Tax Treatment of Withdrawals - Qualified Contracts
In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate Pension and
Profit-Sharing Plans) and 408(b) (Individual Retirement Annuities). To the
extent amounts are not includible in gross income because they have been rolled
over to an IRA or to another eligible Qualified Plan, no tax penalty will be
imposed. The tax penalty will not apply to the following distributions: (a) if
distribution is made on or after the date on which the Contract Owner or
Annuitant (as applicable) reaches age 59 1/2; (b) distributions following the
death or disability of the Contract Owner or Annuitant (as applicable) (for this
purpose disability is as defined in Section 72(m)(7) of the Code); (c) after
separation from service, distributions that are part of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the Contract Owner or Annuitant (as applicable) or the joint
lives (or joint life expectancies) of such Contract Owner or Annuitant (as
applicable) and his or her designated
26
<PAGE>
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) 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. In addition, for calendar years beginning January 1, 1997, withdrawals
from IRAs by certain unemployed persons for payment of health insurance premiums
are not subject to the tax penalty.
Generally, distributions from a Qualified Plan of a 5% owner or from an IRA must
commence no later than April 1 of the calendar year, following the year in which
the employee attains age 70 1/2, and from all others in Qualified Plans at the
later of age 70 1/2 or when the employee retires. 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 $160,000 per year may be subject to an additional 15% excise tax
unless an exemption applies. For calendar years 1997, 1998 and 1999 the 15%
excise tax on excess distributions has been suspended and will be reinstated for
calendar years beginning January 1, 2000.
Contracts Owned By Other Than
Natural Persons
Generally, investment earnings on premiums 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.
Additional Information
For further information about the Contract, you may obtain a Statement of
Additional Information prepared by C.M. Life.
The Table of Contents of this Statement is as follows:
1. Company
2. Experts
3. Distributors
4. Yield Calculation for Money Market Sub-Account
5. Performance Information
6. Annuity Provisions
7. Financial Statements
27
<PAGE>
This Prospectus sets forth the information about C.M. Multi-Account A that a
prospective investor ought to know before investing. Certain additional
information about the Separate Account is contained in a Statement of Additional
Information dated May 1, 1997 which has been filed with the SEC and is
incorporated herein by reference. The Table of Contents for the Statement of
Additional Information appears on the last page of this Prospectus. To obtain a
copy, return this request form to the address shown below or telephone
1-800-234-5606.
- --------------------------------------------------------------------------------
To: C.M. Life Insurance Company
Annuity Products, H305
P.O. Box 9067
Springfield, Massachusetts 01101
Please send me a Statement of Additional Information for Panorama Premier
Name
------------------------------------------------------
Address
------------------------------------------------------
------------------------------------------------------
City State Zip
------------------------ --------- ----------
Telephone
------------------------------------------------------
28
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
issued by
C.M. PANORAMA PREMIER SEPARATE ACCOUNT AND
C.M. LIFE INSURANCE COMPANY
MAY 1, 1997
This is not a prospectus. This Statement of Additional Information should be
read in conjunction with the prospectus dated May 1, 1997, for the individual
variable deferred annuity contracts with flexible purchase payments which are
referred to herein.
For a copy of the prospectus call 1-800-234-5606 or write: C.M. Life Insurance
Company, Panorama Premier, Annuity Products, H305, P.O. Box 9067, Springfield,
MA 01101.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Company.....................................................................2
Independent Accountants.....................................................2
Assignment of Contract......................................................2
Distributors................................................................3
Performance Measures .......................................................4
Yield and Effective Yield...................................................5
Annuity Provisions..........................................................6
Reports of Independent Accountants and Financial Statements.......final pages
</TABLE>
7
<PAGE>
COMPANY
Information regarding the Company and its ownership is contained in the
Prospectus.
INDEPENDENT ACCOUNTANTS
The audited financial statements of the Panorama Premier segment of C.M.
Multi-Account A as of December 31, 1996 and for the year then ended included in
this Statement of Additional Information have been so included in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The audited statement of statutory financial position of C.M. Life Insurance
Company as of December 31, 1996 and the related statutory statements of
income, changes in shareholder's equity and cash flows for the year ended
December 31, 1996 included in this Statement of Additional Information have been
so included in reliance on the report, which includes explanatory paragraphs
relating to the use of statutory accounting practices rather than generally
accepted accounting principles, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
The audited statement of statutory financial position of C.M. Life Insurance
Company as of December 31, 1995 and the related statutory statements of income,
changes in shareholder's equity and cash flows for each of the years in the two
year period ended December 31, 1995 included in this Statement of Additional
Information have been so included in reliance on the reports of Arthur Andersen,
LLP, C.M. Life's former independent accountants, given on the authority of that
firm as experts in accounting and auditing.
ASSIGNMENT OF CONTRACT
C.M. Life will not be charged with notice of any assignment of a Contract or of
the interest of any beneficiary or of any other person unless the assignment is
in writing and the original or C.M. Life receives at its Home Office a true copy
thereof. C.M. Life assumes no responsibility for the validity of any assignment.
While the Contracts are generally assignable, all non-tax qualified Contracts
must carry a non-transferability endorsement which precludes their assignment.
For qualified Contracts, the following exceptions and provisions should be
noted:
(1) No person entitled to receive annuity payments under a Contract
or part or all of the Contract's value will be permitted to commute, anticipate,
encumber, alienate or assign such amounts, except upon the written authority of
the Contract Owner given during the Annuitant's lifetime and received in good
order by C.M. Life at its Home Office. To the extent permitted by law, no
Contract nor any proceeds or interest payable thereunder will be subject to the
Annuitant's or any other person's debts, contracts or engagements, nor to any
levy or attachment for payment thereof;
(2) If an assignment of a Contract is in effect on the maturity date,
C.M. Life reserves the right to pay to the assignee in one sum the amount of the
Contract's maturity value to which he is entitled, and to pay any balance of
such value in one sum to the Contract Owner, regardless of any payment options
which the Contract Owner may have elected. Moreover, if an assignment of a
Contract is in effect at the death of the Annuitant prior to the maturity date,
C.M. Life will pay to the assignee in one sum, to the extent that he is
entitled, the greater of (a) the total of all purchase payments, less the net
amount of all partial redemptions, and (b) the Accumulated Value of the
Contract, and any balance of such value will be paid to the beneficiary in one
sum or applied under one or more of the payment options elected;
(3) Contracts used in connection with a tax-qualified retirement plan
must be endorsed to provide that they may not be sold, assigned or pledged for
any purpose unless they are owned by the trustee of a trust described in Section
401(a) or by the administrator of an annuity plan described under Section 403(a)
of the Code; and
8
<PAGE>
(4) Contracts issued under a plan for an Individual Retirement
Annuity pursuant to Section 408 of the Code must be endorsed to provide that
they are non-transferable. Such Contracts may not be sold, assigned, discounted,
or pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose by the Annuitant to any person or party
other than C.M. Life, except to a former spouse of the Annuitant in accordance
with the terms of a divorce decree or other written instrument incident to a
divorce.
Assignments may be subject to federal income tax.
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.
Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and
MMLISI will receive compensation for their activities as underwriters for the
Separate Account. Compensation paid to MMLISI in 1996 was $64,000. No
compensation was paid to MML Distributors in 1996. Commissions will be paid
through MMLISI and MML Distributors to agents and selling brokers for selling
the Contracts. During 1996, commission payments amounted to $1,780,373.
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.
The offering is on a continuous basis.
9
<PAGE>
PERFORMANCE MEASURES
C.M. Life may show the performance for the Sub Accounts of the Separate Account
in the following ways:
Standardized Average Annual Total Return
----------------------------------------
C.M. Life will show the "Standardized Average Annual Total Return," formulated
as prescribed by the rules of the SEC, for each Sub-Account. The Standardized
Average Annual Total Return is the effective annual compounded rate of return
that would have produced the cash redemption value over the stated period had
the performance remained constant throughout. The calculation assumes a single
$1,000 payment made at the beginning of the period and full redemption at the
end of the period. It reflects a deduction for the contingent deferred sales
charge, the Annual Contract Maintenance charge and all other Fund, Separate
Account and Contract level charges except premium taxes, if any. The Annual
Contract Maintenance charge is apportioned among the Sub-Accounts based upon the
percentages of in force Contracts investing in each of the Sub-Accounts. The
Company may choose to show Standardized Average Annual Total Returns based on
the inception of the underlying Fund.
The following tables show the Standardized Average Annual Total Return for the
Sub-Accounts for the period ended December 31, 1996. Since the inception date of
the contract was January 23, 1996, only returns since inception are shown. The
return is an aggregate total return for the period 1/23/96 - 12/31/96. It
reflects the change in unit value and a deduction for contingent deferred sales
charge.
<TABLE>
<S> <C>
Growth Portfolio 10.30%
Total Return Portfolio 0.54%
Oppenheimer Bond Portfolio -3.31%
Oppenheimer Money Portfolio -3.20%
International Equity Portfolio 4.10%
LifeSpan Capital Appreciation Portfolio 9.52%
LifeSpan Balanced Portfolio 4.50%
LifeSpan Diversified Income Portfolio -1.97%
</TABLE>
Additional Performance Measures
-------------------------------
The performance figures discussed below, are calculated on the basis of the
historical performance of the Funds, and may assume the Contracts were in
existence prior to January 23, 1996 (which they were not). Beginning January 23,
1996 (inception date), actual Accumulation Unit values are used for the
calculations.
The difference between the first set, ANNUALIZED RETURNS on Accumulation Unit
Values, and the second set, the NON-STANDARDIZED ANNUAL and AVERAGE ANNUAL TOTAL
RETURNS, is that the second set includes the deduction of the Annual Contract
Maintenance Charge, whereas the first set does not. Additional details
follow.
Accumulation Unit Values: Annualized Returns.
---------------------------------------------
C.M. Life will show the ANNUALIZED RETURN, or average annual change in
Accumulation Unit values, for one or more periods. For one year, the Annualized
Return is the effective annual rate of return. For periods greater than one
year, the Annualized Return is the effective annual compounded rate of return
for the periods stated. Since the value of an Accumulation Unit reflects the
Separate Account and Fund expenses (See Table of Fees and Expenses in the
Prospectus), the Annualized Returns also reflect these expenses. However, these
percentages do not reflect the Annual Contract Maintenance Charge and the
---
contingent deferred sales charge or premium taxes (if any), which if included
would reduce the percentages reported by C.M. Life.
10
<PAGE>
Annualized Accumulation Unit Value Return
-----------------------------------------
For Periods Ending 12/31/96
---------------------------
<TABLE>
<CAPTION>
Portfolio (Inception) 1 Year 3 Years 5 Years 10 Years
- --------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth (1/21/82) 17.42% 16.13% 15.70% 14.33%
Total Return (9/30/82) 8.35% 8.95% 9.98% 10.76%
Oppenheimer Bond (4/3/85) 3.33% 4.85% 6.16% 7.17%
Oppenheimer Money (4/3/85)* 3.85% 3.53% 2.96% 4.45%
International Equity (5/13/92) 11.60% 6.64% N/A N/A
LifeSpan Capital Appreciation (9/1/95) 15.87% N/A N/A N/A
LifeSpan Balanced (9/1/95) 11.68% N/A N/A N/A
LifeSpan Diversified Income (9/1/95) 5.23% N/A N/A N/A
</TABLE>
*Although the Oppenheimer Money Fund commenced operations on 4/3/85, the
information necessary to calculate returns is available only for 1987 and later
years.
The NON-STANDARDIZED ANNUAL TOTAL RETURN for a Sub-Account is the effective
annual rate of return that would have produced the ending Accumulated Value of
the stated one-year period.
The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a Sub-Account is the
effective annual compounded rate of return that would have produced the ending
Accumulated Value over the stated period had the performance remained constant
throughout.
Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the
NON-STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same
period due to the effect of the Annual Contract Maintenance Charge.
Additionally, the magnitude of this difference will depend on the size of the
Accumulated Value from which the annual Administrative Charge is deducted.
The performance figures discussed above reflect historical results of the Funds
and are not intended to indicate or to predict future performance.
Performance information for the Sub-Accounts may be: (a) compared to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, a nationally recognized independent reporting
service or similar service that rank mutual funds and other investment companies
by overall performance, investment objectives and assets; (b) tracked by other
ratings services, companies, publications or persons who rank separate accounts
or other investment products on overall performance or other criteria; and (c)
included in data bases that can be used to produce reports and illustrations by
organizations such as CDA Wiesenberger. Performance figures will be calculated
in accordance with standardized methods established by each reporting service.
YIELD AND EFFECTIVE YIELD
C.M. Life may show yield and effective yield figures for the Money Market
Sub-Account. "Yield" refers to the income generated by an investment in the
Money Market Sub-Account over a seven-day period, which is then "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective" yield is calculated similarly but,
when annualized, the income earned by an investment in the Money Market
Sub-Account is assumed to be re-invested. Therefore the effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.
11
<PAGE>
These figures reflect a deduction for all Fund, Separate Account, and Contract
level charges, assuming the Contract remains in force. The figures do not
reflect the $30 Annual Contract Maintenance Charge, the contingent deferred
sales charge or premium tax deductions (if any), which if included would reduce
the percentages reported.
The 7-Day Yield and Effective Yield for the Money Market Sub-Account for the
period ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
<S> <C>
7-Day Yield: 2.93%
7-Day Effective Yield: 2.97%
</TABLE>
The performance figures discussed above reflect historical results of the Funds
and are not intended to indicate or to predict future performance.
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 an Annuity Unit as of the Annuity Date.
This establishes the number of Annuity Units for each
Annuity Payment. The number of Annuity Units remains fixed
during the Annuity Period.
2. For each Sub-Account, the fixed number of Annuity Units is
multiplied by the Annuity Unit value on each subsequent
Annuity Payment date.
3. The total dollar amount of each Variable Annuity Payment
is the sum of all Sub-Account Variable Annuity Payments.
(See "Annuity Provisions" in the Prospectus.)
12
<PAGE>
PANORAMA PREMIER HYPOTHETICAL PROJECTIONS
GROWTH
------
$10,000 purchase payment made December 31, 1986
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/87 $10,000 $9,856 -1.44% -1.44%
12/31/88 $10,000 $11,094 12.56% 5.33%
12/31/89 $10,000 $14,827 33.65% 14.03%
12/31/90 $10,000 $13,436 9.39% 7.66%
12/31/91 $10,000 $18,191 35.40% 12.71%
12/31/92 $10,000 $20,106 10.52% 12.34%
12/31/93 $10,000 $24,021 19.47% 13.34%
12/31/94 $10,000 $23,584 -1.82% 11.32%
12/31/95 $10,000 $31,966 35.54% 13.78%
12/31/96 $10,000 $37,506 17.33% 14.13%
</TABLE>
TOTAL RETURN
------------
$10,000 purchase payment made December 31, 1986
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/87 $10,000 $10,251 2.51% 2.51%
12/31/88 $10,000 $11,255 9.79% 6.09%
12/31/89 $10,000 $13,620 21.01% 10.85%
12/31/90 $10,000 $13,467 -1.12% 7.73%
12/31/91 $10,000 $17,074 26.78% 11.29%
12/31/92 $10,000 $18,493 8.31% 10.79%
12/31/93 $10,000 $21,175 14.50% 11.31%
12/31/94 $10,000 $20,549 -2.96% 9.42%
12/31/95 $10,000 $25,207 22.67% 10.82%
12/31/96 $10,000 $27,281 8.23% 10.56%
</TABLE>
13
<PAGE>
OPPENHEIMER BOND
----------------
$10,000 purchase payment made December 31, 1986
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/87 $10,000 $10,052 0.52% 0.52%
12/31/88 $10,000 $10,750 6.95% 3.68%
12/31/89 $10,000 $11,959 11.24% 6.14%
12/31/90 $10,000 $12,669 5.94% 6.09%
12/31/91 $10,000 $14,641 15.56% 7.92%
12/31/92 $10,000 $15,332 4.72% 7.38%
12/31/93 $10,000 $17,060 11.27% 7.93%
12/31/94 $10,000 $16,468 -3.47% 6.43%
12/31/95 $10,000 $18,969 15.19% 7.37%
12/31/96 $10,000 $19,571 3.17% 6.94%
</TABLE>
OPPENHEIMER MONEY
-----------------
$10,000 purchase payment made December 31, 1986
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/87 $10,000 $10,496 4.96% 4.96%
12/31/88 $10,000 $11,040 5.18% 5.07%
12/31/89 $10,000 $11,874 7.55% 5.89%
12/31/90 $10,000 $12,621 6.29% 5.99%
12/31/91 $10,000 $13,185 4.47% 5.69%
12/31/92 $10,000 $13,481 2.24% 5.10%
12/31/93 $10,000 $13,688 1.54% 4.59%
12/31/94 $10,000 $14,008 2.34% 4.30%
12/31/95 $10,000 $14,565 3.98% 4.27%
12/31/96 $10,000 $15,096 3.65% 4.20%
</TABLE>
14
<PAGE>
INTERNATIONAL EQUITY
--------------------
$10,000 purchase payment made December 31, 1992
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/93 $10,000 $11,991 19.91% 19.91%
12/31/94 $10,000 $11,919 -0.60% 9.18%
12/31/95 $10,000 $12,968 8.80% 9.05%
12/31/96 $10,000 $14,443 11.37% 9.63%
</TABLE>
LIFESPAN CAPITAL APPRECIATION
-----------------------------
$10,000 purchase payment made December 31, 1995
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/96 $10,000 $11,557 15.57% 15.57%
</TABLE>
LIFESPAN BALANCED
-----------------
$10,000 purchase payment made December 31, 1995
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/96 $10,000 $11,138 11.38% 11.38%
</TABLE>
LIFESPAN DIVERSIFIED INCOME
---------------------------
$10,000 purchase payment made December 31, 1995
<TABLE>
<CAPTION>
Non-Standardized
Values prior to current -----------------------------------------
year's purchase payment One Average
----------------------- Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12/31/96 $10,000 $10,493 4.93% 4.93%
</TABLE>
15
<PAGE>
Report Of Independent Accountants
To the Contract Owners of the Panorama Premier Segment of C.M. Multi-Account A
and the Board of Directors of C.M. Life Insurance Company
We have audited the statement of assets and liabilities of the Panorama Premier
segment of C.M. Multi-Account A as of December 31, 1996, and the related
statements of operations and changes in net assets for the period January 23,
1996 (date of commencement of operations) to December 31, 1996. These financial
statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit 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 a basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1996, by
correspondence with the underlying investment fund. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Panorama Premier segment of
C.M. Multi-Account A as of December 31, 1996, and the results of its operations
and changes in its net assets for the period January 23, 1996 (date of
commencement of operations) to December 31, 1996, in conformity with generally
accepted accounting principles.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 14, 1997
1
<PAGE>
C.M. Multi-Account A - Panorama Premier
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
<TABLE>
<S> <C>
ASSETS
Investments, at market (Notes 3A and 3B):
Panorama Series Fund, Inc.
Total Return
8,036,123 shares (Cost $14,552,678)................................................... $ 15,348,994
Growth
4,967,692 shares (Cost $13,688,492)................................................... 14,803,722
International Equity
2,766,121 shares (Cost $3,425,335).................................................... 3,568,296
LifeSpan Diversified Income
2,388,436 shares (Cost $2,521,996).................................................... 2,627,279
LifeSpan Balanced
9,404,751 shares (Cost $10,679,933)................................................... 11,097,606
LifeSpan Capital Appreciation
8,578,465 shares (Cost $10,268,027)................................................... 10,637,297
--------------
58,083,194
--------------
Oppenheimer Variable Account Funds
Money
5,444,977 shares (Cost $5,444,977).................................................... 5,444,977
Bond
217,921 shares (Cost $2,514,631)...................................................... 2,534,427
--------------
7,979,404
--------------
Dividends receivable........................................................................ 10,285
Total assets.............................................................................. 66,072,883
--------------
LIABILITIES
Due to C.M. Life Insurance Company.......................................................... 13,394
--------------
NET ASSETS.................................................................................. $ 66,059,489
==============
<CAPTION>
Net assets consisted of: Units Unit value Net assets
----- ---------- ----------
<S> <C> <C> <C>
Total Return................................................. 1,416,956 10.831420 $ 15,347,645
Growth....................................................... 1,258,381 11.761149 14,800,006
International Equity......................................... 320,578 11.123558 3,565,968
LifeSpan Diversified Income.................................. 250,228 10.498529 2,627,026
LifeSpan Balanced............................................ 990,137 11.208195 11,097,649
LifeSpan Capital Appreciation................................ 910,038 11.688219 10,636,723
Money........................................................ 526,970 10.342534 5,450,205
Bond......................................................... 245,238 10.333908 2,534,267
--------------
$ 66,059,489
==============
</TABLE>
See Notes to Financial Statements
2
<PAGE>
C.M. Multi-Account A - Panorama Premier
STATEMENT OF OPERATIONS
For the Period January 23, 1996 (Date of Commencement of Operations)
through December 31, 1996
<TABLE>
<CAPTION>
Sub-Accounts
----------------------------------------------------------------------------------
Panorama
Panorama Panorama LifeSpan Panorama
Total Panorama International Diversified LifeSpan
Return Growth Equity Income Balanced
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)........................... $ 70,168 $ 42,618 $ 8,043 $ 17,626 $ 26,917
Expenses
Mortality and expense risk fees (Note 4)...... 108,269 74,768 16,168 16,441 52,603
------------ ------------ ----------- ------------- -------------
Net investment income (loss) (Note 3C)........ (38,101) (32,150) (8,125) 1,185 (25,686)
------------ ------------ ----------- ------------- -------------
Net realized and unrealized gain
on investments
Net realized gain (loss) on investments
(Notes 3B, 3C and 5)......................... 131,669 91,938 (6,326) 39,028 2,632
Change in net unrealized appreciation of
investments.................................. 796,316 1,115,230 142,961 105,283 417,673
------------ ------------ ----------- ------------- -------------
Net gain on investments....................... 927,985 1,207,168 136,635 144,311 420,305
------------ ------------ ----------- ------------- -------------
Net increase in net assets
resulting from operations................... $ 889,884 $ 1,175,018 $ 128,510 $ 145,496 $ 394,619
============ =========== =========== ============= =============
<CAPTION>
Sub-Accounts
-------------------------------------------
Panorama
LifeSpan
Capital Oppenheimer Oppenheimer
Appreciation Money Bond
------------ ----- ----
<S> <C> <C> <C>
Investment income
Dividends (Note 3B)........................... $ 27,016 $ 139,136 $ 66,384
Expenses
Mortality and expense risk fees (Note 4)...... 50,195 41,844 12,883
------------ ------------ -----------
Net investment income (loss) (Note 3C)........ (23,179) 97,292 53,501
------------ ------------ -----------
Net realized and unrealized gain
on investments
Net realized gain (loss) on investments
(Notes 3B, 3C and 5)......................... 61,983 -- 3,730
Change in net unrealized appreciation of
investments.................................. 369,270 -- 19,796
------------ ------------ -----------
Net gain on investments....................... 431,253 -- 23,526
------------ ------------ -----------
Net increase in net assets
resulting from operations................... $ 408,074 $ 97,292 $ 77,027
============ ============ ===========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
C.M. Multi-Account A - Panorama Premier
STATEMENT OF CHANGES IN NET ASSETS
For the Period January 23, 1996 (Date of Commencement of Operations)
through December 31, 1996
<TABLE>
<CAPTION>
Sub-Accounts
-------------------------------------------------------------------------
Panorama
Panorama Panorama LifeSpan Panorama
Total Panorama International Diversified LifeSpan
Return Growth Equity Income Balanced
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income (loss)............... $ (38,101) $ (32,150) $ (8,125) $ 1,185 $ (25,686)
Net realized gain (loss) on investments.... 131,669 91,938 (6,326) 39,028 2,632
Change in net unrealized appreciation of
investments.............................. 796,316 1,115,230 142,961 105,283 417,673
------------ ------------ ------------ ------------ -------------
Net increase in net assets resulting
from operations.......................... 889,884 1,175,018 128,510 145,496 394,619
------------ ------------ ------------ ------------ -------------
Capital transactions:
Net contract payments...................... 7,378,546 5,994,148 1,344,434 847,453 5,074,416
Withdrawal of funds........................ (191,537) (122,188) (3,556) (20,064) (235,004)
Transfers between Sub-Accounts and
C.M. Life Insurance Company.............. 7,270,752 7,753,028 2,096,580 1,654,141 5,863,618
------------ ------------ ------------ ------------ -------------
Net increase in net assets resulting from
capital transactions..................... 14,457,761 13,624,988 3,437,458 2,481,530 10,703,030
------------ ------------ ------------ ------------ -------------
Total increase............................... 15,347,645 14,800,006 3,565,968 2,627,026 11,097,649
NET ASSETS, at beginning of the period....... -- -- -- -- --
------------ ------------ ------------ ------------ -------------
NET ASSETS, at end of the year $ 15,347,645 $ 14,800,006 $ 3,565,968 $ 2,627,026 $ 11,097,649
============ ============ ============ ============ =============
<CAPTION>
Sub-Accounts
-------------------------------------------
Panorama
LifeSpan
Capital Oppenheimer Oppenheimer
Appreciation Money Bond
------------ ----- ----
<S> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income (loss)............... $ (23,179) $ 97,292 $ 53,501
Net realized gain (loss) on investments.... 61,983 -- 3,730
Change in net unrealized appreciation of
investments.............................. 369,270 -- 19,796
------------ ------------ ------------
Net increase in net assets resulting
from operations.......................... 408,074 97,292 77,027
------------ ------------ ------------
Capital transactions:
Net contract payments...................... 4,861,420 38,360,004 1,253,589
Withdrawal of funds........................ (211,687) (106,081) (15,177)
Transfers between Sub-Accounts and
C.M. Life Insurance Company.............. 5,578,916 (32,901,010) 1,218,828
------------ ------------ ------------
Net increase in net assets resulting from
capital transactions..................... 10,228,649 5,352,913 2,457,240
------------ ------------ ------------
Total increase............................... 10,636,723 5,450,205 2,534,267
NET ASSETS, at beginning of the period....... -- -- --
------------ ------------ ------------
NET ASSETS, at end of the year............... $ 10,636,723 $ 5,450,205 $ 2,534,267
============ ============ ============
</TABLE>
See Notes to Financial Statements
4
<PAGE>
C.M. Multi-Account A - Panorama Premier
Notes To Financial Statements
1. HISTORY
C.M. Multi-Account A (the "Separate Account") was established as a separate
investment account of C.M. Life Insurance Company ("C.M. Life"). C.M. Life
was formerly a wholly-owned stock life insurance subsidiary of Connecticut
Mutual Life Insurance Company (CML). On February 29, 1996, CML merged with
and into Massachusetts Mutual Life Insurance Company ("MassMutual"). Upon
the merger, CML's existence ceased and MassMutual became the surviving
company under the name Massachusetts Mutual Life Insurance Company. C.M.
Life became a wholly-owned subsidiary of MassMutual. The Separate Account
operates as a registered unit investment trust pursuant to the Investment
Company Act of 1940 ("the 1940 Act") and the rules promulgated thereunder.
C.M. Life maintains two segments within the Separate Account. The segments
are Panorama Premier and OFFITBANK. These notes and the financial
statements presented herein describe and consist only of the Panorama
Premier segment (the "Segment").
2. INVESTMENT OF THE SEGMENT'S ASSETS
The Segment maintains eight Sub-Accounts. Each Sub-Account invests in
shares of certain investment portfolios of two investment companies:
Panorama Series Fund, Inc. ("Panorama Series") (prior to May 1, 1996 named
Connecticut Mutual Financial Services Series Fund I, Inc.), and the
Oppenheimer Variable Account Funds. Panorama Series is a series-type mutual
fund with six of its portfolios currently available to Panorama Premier
contract owners: Total Return, Growth, International Equity, LifeSpan
Diversified Income, LifeSpan Balanced and LifeSpan Capital Appreciation.
Oppenheimer Variable Account Funds is a series-type mutual fund with two of
its portfolios currently available to Panorama Premier contract owners:
Oppenheimer Money and Oppenheimer Bond. OppenheimerFunds, Inc., a
controlled subsidiary of MassMutual, serves as investment adviser to the
Panorama Series and Oppenheimer Variable Account Funds. Panorama Series and
the Oppenheimer Variable Account Funds are registered, open-end,
diversified management investment companies registered under the 1940 Act.
In addition to the eight Sub-Accounts of the Segments assets, a contract
owner may also allocate funds to C.M. Life's General Account. Interests in
the General Account are registered under the Securities Act of 1933, as
amended, but the General Account is not registered under the 1940 Act.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Segment in preparation of the financial statements in
conformity with generally accepted accounting principles.
A. Investment Valuation
The investments in Panorama Series and Oppenheimer Variable Account Funds
are each stated at market value which is the net asset value per share of
each of the respective underlying portfolios.
B. Accounting for Investments
Investment transactions are accounted for on the trade date and identified
cost is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the
ex-dividend date.
C. Federal Income Taxes
Operations of the Segment form a part of the total operations of C.M. Life,
and the Segment is not taxed separately. C.M. Life is taxed as a life
insurance company under the provisions of the 1986 Internal Revenue Code,
as amended. The Segment will not be taxed as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. Under existing
federal law, no taxes are payable on investment income and realized capital
gains attributable to contracts which depend on the Segment's investment
performance. Accordingly, no provision for federal income tax has been
made. C.M. Life may, however, make such a charge in the future if an
unanticipated change of current law results in a company tax liability
attributable to the Segment.
D. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
5
<PAGE>
Notes To Financial Statements (Continued)
4. CHARGES
There are no deductions for sales charges made from purchase payments.
However, if a withdrawal is made, a contingent deferred sales charge may
be assessed by C.M. Life. Any premium taxes relating to the Contracts may
be deducted from the purchase payments or contract value when annuity
payments or withdrawals are made. Premium taxes generally range from 0% to
3.5%.
There is also an annual contract maintenance fee (currently $30 per
Contract), imposed each year for Contract maintenance and related
administrative expenses.
For assuming mortality and expense risks, C.M. Life deducts a charge
equal, on an annual basis, to 1.25% of the average daily net asset value
of the Separate Account's assets. C.M. Life also deducts an administrative
charge equal, on an annual basis, to .15% of the average daily net assets
of the Separate Account. These charges cover expenses in connection with
the administration of the Separate Account and the contracts.
5. PURCHASES AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
Cost of Proceeds
For the Year Ended December 31, 1996 Purchases from Sales
--------- ----------
<S> <C> <C>
Total Return.......................... $ 17,201,747 $ 2,780,738
Growth................................ 15,218,578 1,622,024
International Equity.................. 3,736,243 304,582
LifeSpan Diversified Income........... 2,831,471 348,503
LifeSpan Balanced..................... 12,460,367 1,783,066
LifeSpan Capital Appreciation......... 13,812,367 3,606,323
Money................................. 24,536,714 19,091,737
Bond.................................. 2,840,396 329,495
</TABLE>
6. DISTRIBUTION AGREEMENTS
MML Distributors, LLC ("MML Distributors"), a wholly-owned subsidiary of
MassMutual, serves as principal underwriter of the contracts pursuant to
an underwriting and servicing agreement among MML Distributors, C.M. Life
and C.M. Multi-Account A (prior to May 1, 1996, MML Distributors was known
as Connecticut Mutual Financial Services, LLC). MML Distributors is
registered with the Securities and Exchange Commission (the "SEC") as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"). MML
Distributors may enter into selling agreements with other broker-dealers
who are registered with the SEC and are members of the NASD in order to
sell the contracts.
Effective March 1, 1996, MML Investors Services, Inc. ("MMLISI") serves as
co-underwriter of the contracts pursuant to underwriting and servicing
agreements among MMLISI, C.M. Life and C.M. Multi-Account A. MMLISI is
registered with the SEC as a broker-dealer under the Securities Exchange
Act of 1934 and is a member of the NASD. Registered representatives of
MMLISI sell the contracts as authorized variable life insurance agents
under applicable state insurance laws.
Pursuant to underwriting and servicing agreements, commissions or other
fees due to registered representatives for selling and servicing the
contracts are paid by C.M. Life through MML Distributors or MMLISI. MML
Distributors and MMLISI also receive compensation for their actions as
underwriters of the contracts.
6
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATUTORY FINANCIAL STATEMENTS
as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 and 1994
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders of
C.M. Life Insurance Company
We have audited the accompanying statutory statement of financial position of
C.M. Life Insurance Company as of December 31, 1996, and the related statutory
statements of income, changes in shareholder's equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, the Company prepared these
financial statements using statutory accounting practices of the National
Association of Insurance Commissioners and the accounting practices prescribed
or permitted by the Department of Insurance of the State of Connecticut, which
practices differ from generally accepted accounting principles. The effects on
the financial statements of the variances between the statutory basis of
accounting and generally accepted accounting principles, although not
determinable at this time, are presumed to be material.
In our opinion, because of the effects of the matter discussed in the third
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of C.M. Life Insurance Company at December 31, 1996, and the results of its
operations and its cash flows for the year then ended.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of C.M. Life Insurance Company at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended, on the statutory basis of accounting described in Note 1.
COOPERS & LYBRAND, L.L.P.
Springfield, Massachusetts
February 7, 1997
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To C.M. Life Insurance Company:
We have audited the accompanying statutory statement of financial position 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 the related statutory statements of income, changes in shareholder's
equity and cash flows for each of the two years in the period ended December 31,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our originally issued report dated February 15, 1996, we expressed an opinion
that the 1995 financial statements, prepared using accounting practices
prescribed or permitted by the Insurance Department of the State of Connecticut,
present fairly, in all material respects, the financial position of C.M. Life
Insurance Company as of December 31, 1995, and the results of its operations,
and its cash flows for each of the two years in the period ended December 31,
1995 in conformity with generally accepted accounting principles. As described
in Note 1 to the financial statements, pursuant to the provisions of Statement
of Financial Accounting Standards No. 120 (SFAS No. 120), Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts, financial statements of mutual
life insurance enterprises for periods ending on or before December 31, 1996,
prepared using accounting practices prescribed or permitted by insurance
regulators (statutory financial statements) are no longer considered
presentations in conformity with generally accepted accounting principles when
presented for comparative purposes with the enterprise's financial statements
for periods subsequent to the effective date of SFAS No. 120. Accordingly, our
present opinion on the presentation of the 1995 financial statements in
accordance with generally accepted accounting principles, as presented herein,
is different from that expressed in our previous report.
In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of C.M. Life Insurance Company as of December 31, 1995, or the results of its
operations and it cash flows for each of the two years in the period ended
December 31, 1995.
In our opinion, the financial statements referred to above do present fairly, in
all material respects, the financial position of C.M. Life Insurance Company as
of December 31, 1995 and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1995 in conformity with
accounting practices prescribed or permitted by the Insurance Department of the
State of Connecticut.
ARTHUR ANDERSEN, LLP
Hartford, Connecticut
February 15, 1996
(Except with respect to the matter discussed in Note 1,
as to which the date is March 4, 1996)
3
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1996 1995
------ ------
(In Thousands Except for
Share Information)
<S> <C> <C>
Assets:
Bonds $ 736,524 $736,099
Preferred stocks - 211
Common stocks 55,642 72,361
Mortgage loans 33,791 30,716
Policy loans 132,942 126,014
Cash and short-term instruments 63,688 15,069
Investment and insurance amounts receivable 32,783 23,765
Transfer due from separate account 24,278 22,300
Federal income tax receivable 7,094 -
Other assets 87 1,819
Separate account assets 779,742 531,432
---------- ----------
$1,866,571 $1,559,786
========== ==========
Liabilities:
Policyholders' reserves and funds $ 907,492 $867,672
Policy claims and other benefits 3,843 2,086
Payable to parent and affiliates 9,654 10,823
Federal income taxes - 2,820
Asset valuation reserve 18,475 15,868
Investment reserves 3,329 4,011
Other liabilities 34,292 11,875
Separate account reserves and liabilities 779,742 531,432
---------- ----------
1,756,827 1,446,587
---------- ----------
Shareholder's equity:
Common stock, $200 par value
50,000 shares authorized
12,500 shares issued and outstanding 2,500 2,500
Paid-in capital and contributed surplus 43,759 43,759
Shareholder's equity 63,485 66,940
---------- ----------
109,744 113,199
---------- ----------
$1,866,571 $1,559,786
========== ==========
</TABLE>
See notes to statutory financial statements.
4
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Income:
Premium income $314,372 $260,847 $251,176
Net investment and other income 76,456 84,390 83,354
-------- -------- --------
390,828 345,237 334,530
-------- -------- --------
Benefits and expenses:
Policy benefits and payments 98,966 58,913 44,033
Addition to policyholders' reserves, funds
and separate accounts 210,324 211,403 230,338
Operating expenses 45,448 32,146 14,786
Commissions 24,987 14,092 7,365
State taxes, licenses and fees 3,247 5,017 4,199
-------- -------- --------
382,972 321,571 300,721
Net gain from operations before federal
income taxes 7,856 23,666 33,809
Federal income taxes 6,286 9,376 14,249
-------- -------- --------
Net gain from operations 1,570 14,290 19,560
Net realized capital gain (loss) 635 (540) (1,772)
-------- -------- --------
Net income $ 2,205 $ 13,750 $ 17,788
======== ======== ========
</TABLE>
See notes to statutory financial statements.
5
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Shareholder's equity, beginning of year $113,199 $103,837 $ 87,898
Increases (decreases) due to:
Net income 2,205 13,750 17,788
Change in asset valuation and investment
reserves (1,923) (9,228) (106)
Change in non-admitted assets (2,765) (1,157) (1,761)
Net unrealized capital gain (loss) (972) 5,997 18
-------- -------- --------
(3,455) 9,362 15,939
-------- -------- --------
Shareholder's equity, end of year $109,744 $113,199 $103,837
======== ======== ========
</TABLE>
See notes to statutory financial statements.
6
<PAGE>
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Operating activities:
Net income (loss) $ 2,205 $ 13,750 $ 17,788
Additions to policyholders'
reserves, funds, and net of transfers
to separate accounts 41,578 84,218 68,764
Net realized capital gain (loss) (635) 540 1,772
Change in receivable (payable)
from parent (1,169) 5,711 (3,870)
Other changes 409 (6,303) (3,306)
--------- --------- ---------
Net cash provided by operating
activities 42,388 97,916 81,148
Investing activities:
Loans and purchases of investments (184,900) (491,893) (332,750)
Sales or maturities of investments
and receipts from repayment of loans 191,131 406,021 249,038
--------- --------- ---------
Net cash provided by (used in)
investing activities 6,231 (85,872) (83,712)
Financing activities:
Net cash provided by financing
activities - - -
Increase (decrease) in short-term
investments 48,619 12,044 (2,564)
Cash and short-term investments,
beginning of year 15,069 3,025 5,589
--------- --------- ---------
Cash and short-term investments,
end of year $ 63,688 $ 15,069 $ 3,025
========= ========= =========
</TABLE>
See notes to statutory financial statements.
7
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
C.M. Life Insurance Company (the Company) is a wholly owned stock life
insurance subsidiary of Massachusetts Mutual Life Insurance Company
("MassMutual"). On March 1, 1996, the operations of the Company's former
parent, Connecticut Mutual Life Insurance Company, were merged into
MassMutual. The Company is primarily engaged in the sale of flexible premium
universal life insurance and variable annuity products. The Company is
licensed to transact business in all states except New York.
The accompanying statutory financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted
by the Insurance Department of the State of Connecticut ("statutory
accounting practices"), which prior to 1996 were considered to be in
conformity with generally accepted accounting principles ("GAAP"). In 1993,
the Financial Accounting Standards Board ("FASB") issued interpretation No.
40 ("Fin. 40"), "Applicability of Generally Accepted Accounting Principles to
Mutual Life Insurance and Other Enterprises", which clarified that wholly
owned stock life insurance subsidiaries of mutual life insurance companies
issuing financial statements described as prepared in conformity with GAAP
after 1995 are required to apply all applicable GAAP pronouncements in
preparing those financial statements. In January 1995, the FASB issued
Statement No. 120 ("SFAS 120"), Accounting and Reporting by Mutual Life
Insurance Enterprises and by Insurance Enterprises for Certain Long-Duration
Participating Contracts," which among other things, extended the
applicability of certain FASB statements to mutual life insurance companies
and deferred the effective date of Fin. 40 to financial statements issued or
reissued after 1996. As required by generally accepted auditing standards,
the opinion expressed by our former independent accountants on the 1995 and
1994 financial statements is different from that expressed in their previous
report.
The accompanying statutory financial statements are different in some
respects from GAAP financial statements. The more significant differences are
as follows: (a) acquisition costs, such as commissions and other costs in
connection with acquiring new business, are charged to current operations as
incurred, whereas GAAP would require these expenses to be capitalized and
recognized over the life of the policies; (b) policy reserves are based upon
statutory mortality and interest requirements without consideration of
withdrawals, whereas GAAP reserves would be based upon reasonably
conservative estimates of mortality, morbidity, interest and withdrawals; (c)
bonds are generally carried at amortized cost whereas GAAP would value bonds
at fair value and (d) deferred income taxes are not provided for book-tax
timing differences whereas GAAP would record deferred income taxes.
Management has not yet completed GAAP financial statements, but believes that
shareholders' equity based upon GAAP will be higher than shareholder's equity
based upon statutory accounting practices.
The preparation of 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, at the date of
the financial statements. Management must also make estimates and assumptions
that affect the amounts of revenues and expenses during the reporting period.
Future events, including changes in the levels of mortality, morbidity,
interest rates and asset valuations, could cause actual results to differ
from the estimates used in the financial statements.
8
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
The following is a description of the Company's current principal accounting
policies and practices.
a. Investments
Bonds and stocks are valued in accordance with rules established by the
National Association of Insurance Commissioners. Generally, bonds are
valued at amortized cost, preferred stocks in good standing at cost, and
common stocks at fair value.
Mortgage loans are valued at principal less unamortized discount.
Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy.
Short-term investments are stated at amortized cost, which approximates
fair value.
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed and permitted by the
Connecticut Insurance Department, stabilize the policyholders' contingency
reserves against fluctuations in the value of stocks, as well as declines
in the value of bonds and mortgage loans.
The Interest Maintenance Reserve captures after-tax realized capital gains
and losses which result from changes in the overall level of interest rates
for all types of fixed income investments. This reserve is amortized into
income using the grouped method over the remaining life of the investment
sold or over the remaining life of the underlying asset. Net realized
after tax capital gains of $425 thousand in 1996 and net realized after tax
capital losses of $867 thousand in 1995 and $3,391 thousand in 1994 were
transferred to the Interest Maintenance Reserve. Amortization of the
Interest Maintenance Reserve into net investment income amounted to $37
thousand in 1996, $61 thousand in 1995, and $309 thousand in 1994. In
1996, 1995 and 1994, the Interest Maintenance Reserve resulted in net loss
deferral. In accordance with the practices of the National Association of
Insurance Commissioners, the balance was recorded as a reduction of
shareholder's equity.
Realized capital gains and losses, less taxes, not includable in the
Interest Maintenance Reserve, are recognized in net income. Realized
capital gains and losses are determined using the specific identification
method. Unrealized capital gains and losses are included in shareholder's
equity.
b. Separate Accounts
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of variable
annuity and variable life insurance contract holders. The assets consist
principally of marketable securities reported at fair value. Transfers due
from separate account represents the separate account assets in excess of
statutory benefit reserves. Premiums, benefits and expenses of the
separate accounts are reported in the statutory statement of income.
Reserves for these life and 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. The
Company receives administrative and investment advisory fees from these
accounts.
c. Non-admitted Assets
Assets designated as "non-admitted" (principally prepaid agent commissions,
other prepaid expenses and Interest Maintenance Reserve, when in a net loss
deferral position) are excluded from the statutory statement of financial
position. These amounted to $6,604 thousand and $3,839 thousand as of
December 31, 1996 and 1995, respectively and changes therein are charged
directly to shareholder's equity.
9
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
d. Policyholders' Reserves and Funds
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience
and 1980 Commissioners' Standard Ordinary mortality tables with assumed
interest rates ranging from 4.0 to 4.5 percent.
Reserves for single premium deferred annuities are calculated based on the
Commissioners' Annuity Reserve Valuation Method utilizing the change in
fund method and assuming interest on changes in funds of 7.0%, 8.0% and
7.0% in 1996, 1995 and 1994, respectively. Additional reserves are
maintained for contracts where the cash surrender value exceeds the
actuarially determined reserve.
Reserves for policies and contracts considered investment contracts have a
carrying value and fair value of $113,670 thousand (fair value is
determined by discounted cash flow projections).
e. Premium and Related Expense Recognition
Life insurance premium income is recognized annually on the anniversary
date of the policy. Annuity premium is recognized when received.
Commissions and other costs related to the issuance of new policies,
maintenance and settlement costs are charged to current operations.
f. Cash and Short-term Investments
For purposes of the statutory Statement of Cash Flows, the Company
considers all highly liquid short-term investments with a maturity of
twelve months or less from the date of purchase to be cash and short-term
investments.
2. Federal Income Taxes
Provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of miscellaneous temporary differences, such as
reserves and acquisition costs, resulted in an effective tax rate which is
other than the statutory tax rate.
3. Stockholder's Equity
The Board of Directors of MassMutual has authorized the contribution of funds
to the Company sufficient to meet the capital requirements of all states in
which the Company 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. Under these regulations, $11,320 thousand of stockholder's
equity is available for distribution to shareholders in 1997 without prior
regulatory approval.
4. Related Party Transactions
Investment and administrative services are provided to the Company pursuant
to a management services agreement with MassMutual. Fees incurred under the
terms of the agreement were $45,914 thousand, $34,008 thousand and $16,412
thousand in 1996, 1995 and 1994, respectively.
Effective March, 1996, the Company modified its underwriting agreement with
its affiliates, GR Phelps and MassMutual Distributors, whereby the Company
will pay all future commissions relating to variable annuity business in
exchange for the rights to retain all future policy administration fees and
charges.
10
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
The Company cedes a portion of its life insurance business to MassMutual and
other insurers in the normal course of business. The Company's retention
limit per individual insured is $4 million; the portion of the risk exceeding
the retention limit is reinsured with other insurers. The Company is
contingently liable with respect to ceded reinsurance in the event any
reinsurer is unable to fulfill its contractual obligations.
The Company has a modified coinsurance quota-share reinsurance agreement with
MassMutual whereby the Company cedes 50% of the premiums on certain
universal life policies issued in 1985 and 75% of the premiums with issue
dates on or after January 1, 1986. In return Mass Mutual pays the Company 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 the Company.
The Company also has a stop-loss agreement with MassMutual, with maximum
coverage at $25,000 thousand, under which the Company cedes claims which, in
aggregate, exceed $28,080 thousand in 1996, $24,245 thousand in 1995, and
$18,348 thousand in 1994. For each of the years, the limit was not exceeded.
The Company paid approximately $400 thousand, $602 thousand, and $435
thousand in premiums under the agreement in 1996, 1995 and 1994,
respectively.
5. Investments
The Company maintains a diversified investment portfolio. Investment policies
limit concentration in any asset class, geographic region, industry group,
economic characteristic, investment quality or individual investment.
a. Bonds
The carrying value and estimated fair value of investments in bonds as of
December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
December 31, 1996
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
(In Thousands)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $138,751 $ 2,175 $ 964 $139,962
and Obligations of U.S.
Government Corporations
and Agencies
Debt Securities issued by 3,953 53 22 3,984
Foreign Governments
Mortgage-backed securities 37,395 745 725 37,415
State and local governments 10,263 244 101 10,406
Industrial securities 509,227 11,643 3,700 517,170
Utilities 36,935 1,168 159 37,944
-------- ------- ------ --------
Total $736,524 $ 16,028 $5,671 $ 746,881
======== ========= ====== =========
</TABLE>
11
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- --------
(In Thousands)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $ 27,817 $ 1,764 $ 8 $ 29,573
and Obligations of U.S.
Government Corporations
and Agencies
Debt Securities issued by 11,186 483 295 11,374
Foreign Governments
Mortgage-backed securities 150,694 7,144 347 157,491
Industrial securities 501,252 21,472 711 522,013
Utilities 45,150 2,303 16 47,437
-------- ------- ---- --------
Total $736,099 $33,166 $1,377 $767,888
======== ======= ====== ========
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1996, by
contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Thousands)
<S> <C> <C>
Due in one year or less $ 76,698 $ 77,009
Due after one year through five years 284,200 287,363
Due after five years through ten years 202,722 206,317
Due after ten years 84,515 86,874
-------- --------
subtotal 648,135 657,563
-------- --------
Mortgage-backed securities, including
securities guaranteed by the U.S. Government 88,389 89,318
-------- --------
Total $736,524 $746,881
======== ========
</TABLE>
Proceeds from sales of investments in bonds were $162,934 thousand during 1996,
$380,567 thousand during 1995 and $224,884 thousand during 1994. Gross capital
gains of $1,608 thousand in 1996, $3,598 thousand in 1995 and $1,358 thousand in
1994 and gross capital losses of $876 thousand in 1996, $4,658 thousand, in 1995
and $4,439 thousand in 1994 were realized on those sales, a portion of which
were included in the Interest Maintenance Reserve. Estimated fair value of
non-publicly traded bonds is determined by the Company using a pricing matrix.
12
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
b. Stocks
Common stocks had a cost of $47,195 thousand in 1996 and $64,225 thousand in
1995.
c. Mortgages
The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for non-
performing loans, approximated carrying value less valuation reserves held.
d. Other
The carrying value of investments which were non-income producing for the
preceding twelve months was $2,774 thousand at December 31, 1996. The
Company had restructured loans with book values of $21,867 thousand and
$17,128 thousand at December 31, 1996 and 1995, respectively. The loans
typically have been modified to defer a portion of the contracted interest
payments to future periods. Interest deferred to future periods totaled $178
thousand in 1996, $171 thousand in 1995 and $183 thousand in 1994.
It is not practicable to determine the fair value of policy loans as they do
not have a stated maturity.
6. Portfolio Risk Management
The Company manages its investment risks to reduce interest rate and duration
imbalances determined in asset/liability analyses. The fair values of these
instruments, which are not recorded in the financial statements, are based
upon market prices or prices obtained from brokers. The Company does not
hold or issue financial instruments for trading purposes.
The Company utilizes interest rate swap agreements and options to reduce
interest rate exposures arising from mismatches between assets and
liabilities and to modify portfolio profiles to manage other risks
identified. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest rates
calculated by reference to an agreed-upon notional principal amount. Net
amounts receivable and payable are accrued as adjustments to interest income
and included in investment and insurance amounts receivable on the Statutory
Statement of Financial Position. Gains and losses realized on the
termination of contracts are amortized through the Interest Maintenance
Reserve over the remaining life of the associated contract. At December 31,
1996 and 1995, the Company had swaps with notional amounts of $13,000
thousand. The fair value of these instruments was $103 thousand at December
31, 1996 and $491 thousand at December 31, 1995. During 1996 options
(protective puts) were utilized to hedge equity exposures. The net 1996
realized losses from this activity were $837 thousand. The notional amount of
options totaled $34,700 thousand as of December 31, 1996.
During 1994 interest rate futures were acquired to hedge the reinvestment of
anticipated proceeds from a bulk mortgage sale. The actual gain of $95
thousand 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,
1996 and 1995.
13
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
7. Liquidity
The withdrawal characteristics of the policyholder's reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1996 are illustrated below:
<TABLE>
<CAPTION>
(In thousands)
<S> <C>
Total policyholders' reserves and funds and
separate account liabilities $1,687,234
Not subject to discretionary withdrawal (1,446)
Policy loans (132,941)
----------
Subject to discretionary withdrawal $1,552,847
==========
Total invested assets, including separate
investment accounts $1,802,416
Policy loans and other invested assets (216,721)
----------
Readily available marketable instruments $1,585,695
===========
</TABLE>
8. Business Risks and Contingencies
The Company is subject to insurance guaranty fund laws in the states in
which it does business. These laws assess insurance companies amounts to be
used to pay benefits to policyholders and claimants of insolvent insurance
companies. Many states allow these assessments to be credited against future
premium taxes. The Company believes such assessments in excess of amounts
accrued will not materially affect its financial position, results of
operations or liquidity. In 1996, the Company elected not to admit $1,621
thousand of guaranty fund premium tax offset receivable relating to prior
assessments.
The Company 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
judgments which, in the aggregate, would materially affect the Company's
financial position.
9. Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.
10. Affiliated Companies
The relationship of the Company, its parent and affiliated companies as of
December 31, 1996 is illustrated below. Subsidiaries are wholly-owned by the
parent, except as noted.
Parent
------
Massachusetts Mutual Life Insurance Company
Subsidiaries of Massachusetts Mutual Life Insurance Company
-----------------------------------------------------------
C.M. Assurance Company
C.M. Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc. (Sold in March 1996)
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC
14
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued
Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps, Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MassMutual Reinsurance Bermuda (Sold in December 1996)
MML Investor Services, Inc.
State House One (Liquidated in December 1996)
Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Leveraged Capital Corporation
Charter Oak Capital Management, Inc.
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
Oppenheimer Acquisition Corporation - 86.15%
Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
High Yield Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
Westheimer 335 Suites, Inc.
Subsidiaries of MassMutual International
----------------------------------------
MassLife Seguros de Vida (Argentina) S. A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S. A.
MassMutual International (Luxemburg) S. A.
MassMutual Holding MSC, Incorporated
------------------------------------
MassMutual/Carlson CBO N. V. - 50%
MassMutual Corporate Value Limited - 46%
Affiliates of Massachusetts Mutual Life Insurance Company
---------------------------------------------------------
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
15
<PAGE>
PART C
OTHER INFORMATION
18
<PAGE>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
---------------------------------------
Condensed Financial Information
Financial Statements Included in Part B
---------------------------------------
The Registrant
--------------
Report of Independent Accountants
Statement of Assets and Liabilities as of December 31, 1996.
Statement of Operations for the year ended December 31, 1996
Statement of Changes in Net Assets for the year ended
December 31, 1996
Notes to Financial Statements
The Depositor
-------------
Reports of Independent Accountants
Statutory Statement of Financial Position as of December 31, 1996
and 1995
Statutory Statement of Income for the years ended December 31,
1996, 1995 and 1994
Statutory Statement of Changes in Shareholder's Equity Reserves for
the years ended December 31, 1996, 1995 and 1994
Statutory Statement of Cash Flows for the years ended December 31,
1996, 1995 and 1994
Notes to Statutory Financial Statements
(b) EXHIBITS
Exhibit 1 Resolution of Board of Directors of the Company
authorizing the establishment of the Separate
Account.*
Exhibit 2 Not Applicable.
Exhibit 3 (i) Principal Underwriting Agreement.**
(ii) Broker/Dealer Agreement.*
(iii) Form of Producer's Agreement.**
(iv) Underwriting and Servicing Agreement.**
Exhibit 4 Individual Variable Deferred Annuity Contract.**
Exhibit 5 Application Form.**
Exhibit 6 (i) Copy of Articles of Incorporation of the
Company.**
(ii) Copy of the Bylaws of the Company.**
Exhibit 7 Not Applicable.
19
<PAGE>
Exhibit 9 Opinion and Consent of Counsel.**
Exhibit 10 (i) Consent of Coopers & Lybrand, L.L.P.,
Independent Accountants.
(ii) Consent of Arthur Andersen, LLP, Independent
Accountants.
(iii) Powers of Attorney.
Exhibit 11 Not Applicable.
Exhibit 12 Not Applicable.
Exhibit 13 Schedule of Computation of Performance.
Exhibit 14 Financial Data Schedule.
* 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 9, 1995.
20
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
C.M. LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Lawrence V. Burkett, Jr., Director, Director, President and Chief Executive Officer, C.M. Life, since 1996;
President and Chief Executive Officer Executive Vice President and General Counsel, MassMutual, since 1993;
Senior Vice President and Deputy General Counsel, 1992-1993.
- ------------------------------------------------------------------------------------------------------------------------------------
John B. Davies, Director Director, C.M. Life, since 1996; Executive Vice President, MassMutual,
since 1994; Associate Executive Vice President, 1994-1994; General Agent,
1982-1993.
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel J. Fitzgerald, Director Director, C.M. Life, since 1996; Executive Vice President, Corporate
Financial Operations, MassMutual, since 1994; Senior Vice President,
1991-1994.
- ------------------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese, Director and Senior Vice Director and Senior Vice President-Investments, C.M. Life, since 1996;
President-Investments Senior Vice President, MassMutual, since 1993; Investment Manager, Aetna
Life and Casualty and Affiliates, 1979-1993.
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS (other than those who are also Directors):
- ------------------------------------------------------------------------------------------------------------------------------------
Paul D. Adornato Senior Vice President-Operations, C.M. Life, since 1996; Senior Vice
President, MassMutual, since 1986.
- ------------------------------------------------------------------------------------------------------------------------------------
Anne Melissa Dowling Senior Vice President-Large Corporate Marketing, C.M. Life, since 1996;
Senior Vice President, MassMutual, since 1996; Chief Investment Officer,
Connecticut Mutual Life Insurance Company, 1994-1996; Senior Vice
President-International, Travelers Insurance Co., 1987-1993.
- ------------------------------------------------------------------------------------------------------------------------------------
Maureen R. Ford Senior Vice President-Annuity Marketing, C.M. Life, since 1996; Senior
Vice President, MassMutual, since 1996; Marketing Officer, Connecticut
Mutual Life Insurance Company, 1989-1996.
- ------------------------------------------------------------------------------------------------------------------------------------
Isadore Jermyn Senior Vice President and Actuary, C.M. Life, since 1996; Senior
Vice President and Actuary, MassMutual, since 1995; Vice President
and Actuary, 1980-1995.
- ------------------------------------------------------------------------------------------------------------------------------------
Ann Iseley Treasurer, C.M. Life, since 1996; Vice President and Treasurer,
MassMutual, since 1996; Chief Financial and Operations Officer,
Connecticut Mutual Financial Services, 1994-1996; Controller,
The Mack Company, 1993-1994; Vice President-Finance, Mutual of New York,
1988-1993.
- ------------------------------------------------------------------------------------------------------------------------------------
Ann F. Lomeli Secretary, C.M. Life, since 1988; Vice President, Associate Secretary
and Associate General Counsel, MassMutual, since 1996; Corporate
Secretary and Counsel, Connecticut Mutual Life Insurance Company,
1988-1996.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The assets of the Registrant, under state law, are assets of C.M. Life.
C.M. Life Insurance Company is 100% owned by Massachusetts Mutual Life Insurance
Company.
The registrant may also be deemed to be under common control with other separate
accounts established by MassMutual and its life insurance subsidiaries, C.M.
Life Insurance Company and MML Bay State Life Insurance Company, which are
registered as unit investment trusts under the Investment Company Act of 1940.
The discussion that follows indicates those entities owned directly or
indirectly by Massachusetts Mutual Life Insurance Company:
LIST OF SUBSIDIARIES AND AFFILIATES
1. MassMutual Holding Company, a Delaware corporation, all the stock of
which is owned by MassMutual.
2. MML Series Investment Fund, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of
which are owned by separate accounts of MassMutual and companies
controlled by MassMutual.
3. MassMutual Institutional Funds, a registered open-end investment
company organized as a Massachusetts business trust, all of the
shares are owned by MassMutual.
4. MML Bay State Life Insurance Company, a Missouri corporation, all
the stock of which is owned by MassMutual.
5. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland,
to operate a group life and health claim office for MassMutual, all
of the stock of which is owned by MassMutual.
6. CM Assurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
7. CM Benefit Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
8. C.M. Life Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
9. MML Distributors, LLC, formerly known as Connecticut Mutual
Financial Services, LLC, a registered broker-dealer incorporated as a
limited liability company in Connecticut. MassMutual has a 99%
ownership interest and G.R. Phelps & Co. has a 1% ownership interest.
10. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold
only to MassMutual and its affiliates.
22
<PAGE>
11. MassMutual Holding Trust I, a Massachusetts business trust, which
acts as a holding company for certain MassMutual subsidiaries and
affiliates, all of the stock of which is owned by MassMutual Holding
Company.
12. MassMutual Holding Trust II, a Massachusetts business trust, which
acts as a holding company for certain MassMutual subsidiaries and
affiliates, all of the stock of which is owned by MassMutual Holding
Company.
13. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts
as a holding company for certain MassMutual subsidiaries and
affiliates, all of the stock of which is owned by MassMutual Holding
Company.
14. MML Investors Services, Inc., registered broker-dealer incorporated
in Massachusetts, all the stock of which is owned by MassMutual
Holding Company.
15. G.R. Phelps & Company, Inc., Connecticut corporation which formerly
operated as a securities broker-dealer, all the stock of which is
owned by MassMutual Holding Company.
16. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.
17. MassLife Seguros de Vida S.A. (Argentina), a life insurance company
incorporated in Argentina. MassMutual International Inc. owns
99.99% of the outstanding capital stock of MassLife Seguros de
Vida S.A.
18. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real
estate advisory corporation, all the stock of which is owned by
MassMutual Holding Trust I.
19. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which
serves as a holding company for certain investment advisory
subsidiaries of MassMutual. MassMutual Holding Trust I owns 83.7% of
the outstanding capital stock of DLB.
20. Oppenheimer Acquisition Corporation ("OAC") is a Delaware
corporation, which serves as a holding company for OppenheimerFunds,
Inc. MassMutual Holding Trust I owns 86% of the capital stock of OAC
21. Antares Leveraged Capital Corp., a Delaware corporation that operates
as a finance company, all of the stock of which is owned by
MassMutual Holding Trust I.
22. Charter Oak Capital Management, Inc., a Delaware corporation that
operates as an investment manager. MassMutual Holding Trust I owns
80% of the capital stock of Charter Oak.
23. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Trust II.
24. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as
a general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Trust II owns all the stock of Westheimer 335
Suites, Inc.
25. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust
II owns all of the outstanding stock.
23
<PAGE>
26. CM International, Inc., a Delaware corporation that holds a mortgage
pool and issues collateralized bond obligations. MassMutual Holding
Trust II owns all the outstanding stock of CM International, Inc.
27. CM Property Management, Inc., a Connecticut real estate holding
company, all the stock of which is owned by MassMutual Holding Trust
II.
28. Urban Properties, Inc., a Delaware real estate holding and
development company, all the stock of which is owned by MassMutual
Holding Trust II.
29. MMHC Investment, Inc., a Delaware corporation which is a passive
investor in MassMutual High Yield Partners LLC. MassMutual Holding
Trust II owns all the outstanding stock of MMHC Investment, Inc.
30. HYP Management, Inc., a Delaware corporation which is the LLC Manager
for MassMutual High Yield Partners LLC and owns 1.28% of the LLC
units of such entity. MassMutual Holding Trust II owns all the
outstanding stock of HYP Management, Inc.
31. MassMutual Corporate Value Limited, a Cayman Islands corporation
that owns approximately 90% of MassMutual Corporate Value Partners
Limited. MassMutual Holding MSC, Inc. owns 46.19% of the
outstanding capital stock of MassMutual Corporate Value Limited.
32. MassMutual International (Bermuda) Ltd., a Bermuda life insurance
company, all of the stock of which is owned by MassMutual
International Inc.
33. MassMutual Internacional (Chile) S.A. a Chilean corporation, which
operates as a holding company. MassMutual International Inc. owns
99% of the outstanding shares and MassMutual Holding Company owns
the remaining 1% of the shares.
34. MassMutual International (Luxembourg) S.A. a Luxembourg corporation,
which operates as an insurance company. MassMutual International
Inc. owns 99% of the outstanding shares and MassMutual Holding
Company owns the remaining 1% of the shares.
35. Mass Seguros de Vida S.A., a life insurance company incorporated in
Chile. MassMutual Holding Company owns 33.5% of the outstanding
capital stock of Mass Seguros de Vida S.A.
36. MML Insurance Agency, Inc., a licensed insurance broker incorporated
in Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.
37. MML Securities Corporation, a Massachusetts securities corporation,
all of the stock of which is owned by MML Investors Services, Inc.
38. OppenheimerFunds, Inc., a registered investment adviser incorporated
in Colorado, all of the stock of which is owned by Oppenheimer
Acquisition Corporation.
39. David L. Babson and Company, Incorporated, a registered investment
adviser incorporated in Massachusetts, all of the stock of which is
owned by DLB Acquisition Corporation.
40. Cornerstone Office Management, LLC, a Delaware limited liability
company that is 50% owned by Cornerstone Real Estate Advisers, Inc.
and 50% owned by MML Realty Management Corporation.
41. Westheimer 335 Suites Limited Partnership, a Texas limited
partnership of which Westheimer 335 Suites, Inc. is the general
partner.
24
<PAGE>
42. MassMutual High Yield Partners LLC, a Delaware limited liability
company, that operates as a high yield bond fund. MassMutual holds
5.28%, MMHC Investment Inc. holds 35.99%, and HYP Management, Inc.
hold 1.28% for a total of 42.55% of the ownership interest in this
company.
43 MassMutual Corporate Value Partners Limited, a Cayman Islands
corporation that operates as a high yield bond fund. MassMutual
Corporate Value Limited holds an approximately 90% ownership interest
in this company.
44. First Israel Mezzanine Investors, Ltd., an Israeli corporation which
operates as managing general partner of First Israel Mezzanine
Investors Fund, LP. MassMutual holds a 33% ownership interest in
First Israel Mezzanine Investors, Ltd.
45. First Israel Mezzanine Investors Fund, LP, a Delaware limited
partnership, of which MassMutual holds a 37.5% ownership interest.
46. MBD Mezzanine Investments, LLC, a Delaware limited liability company,
which operates as the participating general partner of First Israel
Mezzanine Investors Fund, LP. MassMutual holds a 33% ownership
interest in MBD Mezzanine Investments, LLC.
47. Diversified Insurance Services Agency of America, Inc. (Alabama), a
licensed insurance broker incorporated in Alabama. MML Insurance
Agency, Inc. owns all the shares of outstanding stock.
48. Diversified Insurance Services Agency of America, Inc. (Hawaii), a
licensed insurance broker incorporated in Hawaii. MML Insurance
Agency, Inc. owns all the shares of outstanding stock.
49. MML Insurance Agency of Nevada, Inc., a Nevada corporation that
operates as an insurance broker, all of the stock of which is owned
by MML Insurance Agency, Inc.
50. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Ohio that operates as
an insurance broker. The outstanding capital stock is controlled by
MML Insurance Agency, Inc. by means of a voting trust.
51. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Texas that operates
as an insurance broker. The outstanding capital stock is controlled
by MML Insurance Agency, Inc. by means of a voting trust.
52. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, all of the stock of
which is owned by MML Insurance Agency, Inc.
53. Origen Inversiones S.A., a Chilean corporation which operates as a
holding company. MassMutual Internacional (Chile) S.A. holds a
33.5% ownership interest in this corporation.
54. Babson Securities Corporation, a registered broker-dealer
incorporated in Massachusetts, all of the stock of which is owned by
David L. Babson and Company, Incorporated.
55. Potomac Babson Incorporated, a Massachusetts corporation, is a
registered investment adviser. David L. Babson and Company
Incorporated owns 60% of the outstanding shares of Potomac Babson
Incorporated.
56. 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 partnership.
25
<PAGE>
57. Oppenheimer Value Stock Fund ("OVSF") is a series of Oppenheimer
Integrity Funds, a Massachusetts business trust. OVSF is a registered
open-end investment company of which MassMutual owns 40% of the
outstanding shares of beneficial interest.
58. Oppenheimer Series Fund I Inc., a Maryland corporation and a
registered open-end investment company of which MassMutual and its
affiliates own approximately 27% of the outstanding shares of
beneficial interest.
59. Centennial Asset Management Corporation, a Delaware corporation that
serves as the investment adviser and general distributor of the
Centennial Funds. OppenheimerFunds, Inc. owns all the stock of
Centennial Asset Management Corporation.
60. HarbourView Asset Management Corporation, a registered investment
adviser incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
61. Main Street Advisers, Inc., a Delaware corporation, all the stock of
which is owned by OppenheimerFunds, Inc.
62. OppenheimerFunds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
63. Oppenheimer Partnership Holdings, Inc., a Delaware holding company,
all the stock of which is owned by OppenheimerFunds, Inc.
64. Shareholder Financial Services, Inc., a transfer agent incorporated
in Colorado, all the stock of which is owned by OppenheimerFunds,
Inc.
65. Shareholder Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.
66. MultiSource Service, Inc., a Colorado corporation that operates as
a clearing broker, all of the stock of which is owned by
OppenheimerFunds, Inc.
67. Centennial Capital Corporation, a former sponsor of unit investment
trust incorporated in Delaware, all the stock of which is owned by
Centennial Asset Management Corporation.
68. Compensa Compania Seguros De Vida, a Chilean insurance company.
Origen Inversiones S.A. owns 99% of the outstanding shares of this
company
69. Cornerstone Suburban Office Investors, LP, a Delaware limited
partnership, which operates as a real estate operating company.
Cornerstone Office Management, LLC holds a 1% general partnership
interest in this fund and MassMutual holds a 99% limited partnership
interest.
70. 505 Waterford Park Limited Partnership, a Delaware limited
partnership, which holds title to an office building in Minneapolis,
Minnesota. MML Realty Management Corporation holds a 1% general
partnership interest in this partnership and MassMutual holds a 99%
limited partnership interest.
71. The DLB Fund Group, an open-end management investment company, of
which MassMutual owns at least 25% of each series.
26
<PAGE>
MassMutual is the investment adviser the following investment companies, and as
such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end
Massachusetts business trust.
2. MassMutual Participation Investors, a registered closed-end
Massachusetts business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts
business trust, all of the shares are owned by separate accounts of
MassMutual and companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares are owned by MassMutual.
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation that
issued Collateralized Bond Obligations on or about May 1, 1991,
which is owned equally by MassMutual interests (MassMutual and
MassMutual Holding MSC, Inc.) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Limited, an off-shore
unregistered investment company.
7. MassMutual High Yield Partners LLC, a high yield bond fund organized
as Delaware limited liability company.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of February 24, 1997, the number of Contract Owners was 1,384.
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
27
<PAGE>
expenses, including attorneys' fees, actually incurred by him in connection with
the proceeding, or any appeal therein, IF AND ONLY IF he acted (i) in good faith
and (ii) in a manner he reasonably believed to be in the best interests of the
corporation or, in the case of a person serving as a fiduciary of any employee
benefit plan or trust, in a manner he reasonably believed to be in the best
interests of the corporation or in the best interest of the participants and
beneficiaries of such employee benefit plan or trust and consistent with the
provisions of such employee benefit plan or trust. However, where the proceeding
brought is criminal in nature, C.G.S. Section 33-320a requires that the director
or officer must satisfy the additional condition that he had no reasonable cause
to believe that his conduct was unlawful in order to be indemnified. A director
or officer also will be entitled to indemnification as described above if (i) he
is successful on the merits in the defense of any non-derivative proceeding
brought against him or (ii) a court shall have determined that in view of all
the 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 officer agrees
to repay such amount if he is later found not entitled to indemnification by the
corporation.
28
<PAGE>
Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director or
officer (other than a director or officer who is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee or agent
of another enterprise), to an extent either greater or less than that authorized
by the statute, and any provision in the certificate of incorporation, the
by-laws, a shareholder or director resolution, or agreement or otherwise that is
inconsistent with the statute is invalid. C.M. Life Insurance Company was not
established under Connecticut statute but was instead created by special act of
the Connecticut General Assembly. Currently, its charter does not have
provisions dealing with indemnification of its directors or officers, therefore
the provisions of C.G.S. Section 33-320a currently apply to such
indemnification. However, in the event C.M. Life Insurance Company's charter is
amended by the Connecticut General Assembly in such a manner which is
inconsistent with the statute, the charter would take precedence over C.G.S.
Section 33-320a. Notwithstanding the above, C.G.S. Section 33-320a specifically
authorizes a corporation to procure insurance providing greater indemnification
rights than those set out in the statute the premium cost of which may be shared
with the director or officer on such basis as may be agreed upon. The directors
and officers may be covered by an errors and omissions insurance policy or other
insurance policy. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) MML Distributors, LLC, a wholly-owned subsidiary of MassMutual, acts
as principal underwriter for registered separate accounts of MassMutual, C.M.
Life and MML Bay State.
(b)(1) MML Distributors, LLC is the principal underwriter of the Contracts.
The following people are officers and directors of the principal underwriter.
29
<PAGE>
OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC
<TABLE>
<CAPTION>
Name and Position
with Principal Underwriter Principal Business Address
- -------------------------- --------------------------
<S> <C>
Kenneth M. Rickson One Monarch Place
Member Representative 1414 Main Street
G.R. Phelps & Co., Inc. Springfield, MA 01144-1013
Margaret Sperry 1295 State Street
Member Representative Springfield, MA 01111-0001
Massachusetts Mutual
Life Insurance Co.
Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013
Ronald E. Thomson One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley One Monarch Place
Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary
John O'Connor One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013
Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013
James T. Birchall One Monarch Place
Treasurer 1414 Main Street
Springfield, MA 01144-1013
Bruce C. Frisbie 1295 State Street
Assistant Treasurer Springfield, MA 01111-0001
Raymond W. Anderson 140 Garden Street
Assistant Treasurer Hartford, CT 01654
Ann F. Lomeli 1295 State Street
Secretary Springfield, MA 01111-0001
</TABLE>
(b)(2) MML Investors Services, Inc. is the co-underwriter of the
Contracts. The following people are the officers and directors of the
co-underwriter.
30
<PAGE>
MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name and Position
with Co-Underwriter Principal Business Address
- ------------------- --------------------------
<S> <C>
Kenneth M. Rickson One Monarch Place
President and Chief 1414 Main Street
Operating Officer Springfield, MA 01144-1013
Michael L. Kerley One Monarch Place
Second Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary
Ronald E. Thomson One Monarch Place
Treasurer and Second 1414 Main Street
Vice President Springfield, MA 01144-1013
Thomas J. Finnegan, Jr. 1295 State Street
Secretary/Clerk Springfield, MA 01111
Marilyn A. Sponzo One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
John E. Forrest One Monarch Place
Second Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013
Eileen D. Leo One Monarch Place
Assistant Treasurer 1414 Main Street
Springfield, MA 01103-1013
William Bartol One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013
Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013
Trudy A. Fearon One Monarch Place
Sr. Registered Options Principal 1414 Main Street
Springfield, MA 01144-1013
Dennis L. Reyhons 1295 State Street
Regional Supervisor/South Springfield, MA 01111
Nicholas J. Orphan 245 Peach Tree Center Ave.
Regional Supervisor/South Suite 2330
Atlanta, GA 30303
</TABLE>
31
<PAGE>
MML INVESTORS SERVICES, INC. Page 2
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name and Position
with Co-Underwriter Principal Business Address
- ------------------- --------------------------
<S> <C>
William L. Tindall 1295 State Street
Chief Pension Management Springfield, MA 01111
Field Force Supervisor
Robert W. Kumming 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (East/Central)
Peter J. Zummo 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (South/West)
Bruce Lukowiak 6263 North Scottsdale Rd.
Regional Supervisor/West Suite 222
Scottsdale, AZ 85250
Robert Burke One Lincoln Centre
Regional Supervisor/Central Suite 1490
Oak Brook Terrace, IL
60181-4271
Lawrence V. Burkett 1295 State Street
Chairman of the Board Springfield, MA 01111
of Directors
Peter Cuozzo, CLU, ChFC 1295 State Street
Director Springfield, MA 01111
John B. Davies 1295 State Street
Director Springfield, MA 01111
Daniel J. Fitzgerald 1295 State Street
Director Springfield, MA 01111
Maureen R. Ford 140 Garden Street
Director Hartford, CT 01654
Gary T. Huffman 1295 State Street
Director Springfield, MA 01111
Isadore Jermyn, FIA, ASA 1295 State Street
Director Springfield, MA 01111
Susan Alfano 1295 State Street
Director Springfield, MA 01111
Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654
</TABLE>
32
<PAGE>
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.
d. C.M. Life Insurance Company hereby represents that the fees and
charges deducted under the individual deferred variable annuity
contracts with flexible purchase payments described in this
Registration Statement in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the
risks assumed by C.M. Life Insurance Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Post-Effective Amendment No. 2 to Registration Statement No.
33-61679 to be signed on its behalf by the undersigned thereunto duly
authorized, all in the city of Springfield and the Commonwealth of
Massachusetts, on the 21st day of April, 1997.
C.M. MULTI-ACCOUNT A
C.M. LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Lawrence V. Burkett, Jr.*
-------------------------------------------------
Lawrence V. Burkett, Jr., President and Chief Executive Officer
C.M. Life Insurance Company
/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- -------------------- powers of attorney filed herewith.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective
Amendment No. 2 to Registration Statement No. 33-61679 has been signed
by the following persons in the capacities and on the duties indicated.
33
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence V. Burkett, Jr.* President, Chief Executive April 21, 1997
- ----------------------------- and Director
Lawrence V. Burkett, Jr.
/s/ Ann Iseley* Treasurer (Principal Financial April 21, 1997
- ------------------------------ Officer)
Ann Iseley
/s/ John Miller, Jr.* Second Vice President and Comptroller April 21, 1997
- ------------------------------- (Principal Accounting Officer)
John Miller, Jr.
/s/ John B. Davies* Director April 21, 1997
- ----------------------
John B. Davies
/s/ Daniel F. Fitzgerald* Director April 21, 1997
- ----------------------------
Daniel F. Fitzgerald
/s/ Stuart H. Reese* Director April 21, 1997
- --------------------------------
Stuart H. Reese
</TABLE>
/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- ---------------------- powers of attorney filed herewith.
*Richard M. Howe
34
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX TO EXHIBITS
- ------- -----------------
<S> <C>
10 (i) Consent of Coopers & Lybrand, L.L.P., Independent Accountants.
(ii) Consent of Arthur Andersen, LLP, Independent Accountants
(iii) Powers of Attorney.
13 Schedule of Computation of Performance.
14 Financial Data Schedule.
</TABLE>
35
<PAGE>
EXHIBIT 10
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
C.M. Life Insurance Company
We consent to the inclusion in Post-Effective Amendment No. 2 to the
Registration Statement of C.M. Multi-Account A (Panorama Premier segment) on
Form N-4 (Registration No. 33-61679), of our report, which includes explanatory
paragraphs relating to the use of statutory accounting practices, which
practices are not considered to be in accordance with generally accepted
accounting principles, dated February 7, 1997 on our audit of the financial
statements of C.M. Life Insurance Company, and our report dated March 14, 1997
on our audit of the Panorama Premier segment of C.M. Multi-Account A. We also
consent to the reference of our firm under the caption "Independent
Accountants."
Coopers & Lybrand L.L.P.
April 25, 1997
37
<PAGE>
Exhibit 10.11
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 for C.M. Life Insurance Company.
Arthur Andersen LLP
Hartford, Connecticut
April 25, 1997
38
<PAGE>
EXHIBIT 10
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, Lawrence V. Burkett, Jr., President, Chief Executive Officer
and member of the Board of Directors of C.M. Life Insurance Company ("CM Life"),
does hereby constitute and appoint Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as President, Chief Executive Officer and member of the Board of Directors of CM
Life that said attorneys and agents may deem necessary or advisable to enable CM
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 CM Life separate investment accounts (the "CM Life Separate
Accounts"). This power of attorney authorizes such attorneys and agents to sign
the Undersigned's name on his behalf as President, Chief Executive Officer and
member of Board of Directors of CM 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 CM Life Separate Account, including but not limited to those listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 26th day of February,
1997.
/s/ Lawrence V. Burkett, Jr. ------------------------------
- ---------------------------------- Witness
Lawrence V. Burkett, Jr.
President, Chief Executive Officer
and Member, Board of Directors
39
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, John B. Davies, member of the Board of Directors of C.M. Life
Insurance Company ("CM Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each
of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as member of the Board of Directors of CM Life that said attorneys and agents
may deem necessary or advisable to enable CM 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 CM Life separate
investment accounts (the "CM Life Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as member of Board of Directors of CM 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 CM Life Separate Account, including but not limited to those
listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 25th day of February,
1997.
/s/ John B. Davies ------------------------------
- ----------------------------- Witness
John B. Davies
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, Daniel J. Fitzgerald, member of the Board of Directors of C.M.
Life Insurance Company ("CM Life"), does hereby constitute and appoint Lawrence
V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and
each of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as member of the Board of Directors of CM Life that said attorneys and agents
may deem necessary or advisable to enable CM 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 CM Life separate
investment accounts (the "CM Life Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as member of Board of Directors of CM 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 CM Life Separate Account, including but not limited to those
listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 25th day of February,
1997.
/s/ Daniel J. Fitzgerald ------------------------------
- --------------------------- Witness
Daniel J. Fitzgerald
Member, Board of Directors
41
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, Stuart H. Reese, member of the Board of Directors of C.M. Life
Insurance Company ("CM Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and each
of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as member of the Board of Directors of CM Life that said attorneys and agents
may deem necessary or advisable to enable CM 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 CM Life separate
investment accounts (the "CM Life Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as member of Board of Directors of CM 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 CM Life Separate Account, including but not limited to those
listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 25th day of February,
1997.
/s/ Stuart H. Reese ------------------------------
- --------------------------- Witness
Stuart H. Reese
Member, Board of Directors
42
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, Ann Iseley, Treasurer of C.M. Life Insurance Company ("CM
Life"), does hereby constitute and appoint Lawrence V. Burkett, Jr., Thomas F.
English, Richard M. Howe, and Michael Berenson, and each of them individually,
as her true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Treasurer of CM Life that said attorneys and agents may deem necessary or
advisable to enable CM 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 CM Life separate investment accounts (the "CM
Life Separate Accounts"). This power of attorney authorizes such attorneys and
agents to sign the Undersigned's name on her behalf as Treasurer of CM 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 CM Life Separate Account, including
but not limited to those listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 25th day of February,
1997.
/s/ Ann Iseley -----------------------------
- --------------------------- Witness
Ann Iseley
Treasurer
43
<PAGE>
POWER OF ATTORNEY
C.M. LIFE SEPARATE INVESTMENT ACCOUNTS
--------------------------------------
The Undersigned, John Miller, Jr., Second Vice President and Comptroller of C.M.
Life Insurance Company ("CM Life"), does hereby constitute and appoint Lawrence
V. Burkett, Jr., Thomas F. English, Richard M. Howe, and Michael Berenson, and
each of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Second Vice President and Comptroller of CM Life that said attorneys and
agents may deem necessary or advisable to enable CM 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 CM Life separate
investment accounts (the "CM Life Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as Second Vice President and Comptroller of CM 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 CM Life Separate Account, including but not
limited to those listed below.
Panorama Plus Separate Account
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
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 26th day of February,
1997.
/s/ John Miller, Jr. ------------------------------
- --------------------------- Witness
John Miller, Jr.
Second Vice President
and Comptroller
44
<PAGE>
EXHIBIT 13
SCHEDULE OF COMPUTATION OF PERFORMANCE
The following examples are calculated in accordance with the methods described
in the Prospectus and Statement of Additional Information:
1. Standard Aggregate Return since Inception
Assuming experience from the Growth Sub-Account, on a
$1,000 Purchase Payment on 1/23/96
A $30 Annual Contract Maintenance Charge was assessed on 12/31/1996. For
this calculation, it is prorated among Sub-Accounts, with 11% allocated to
the Growth Sub-Account.
The Deferred Sales Charge for a Contract on 12/31/1996 would have been 7%.
The free withdrawal provision was also applicable.
<TABLE>
<CAPTION>
Dates Accumulation Unit Values
<S> <C>
1/23/1996 10.00000000
12/31/1996 11.76114900
</TABLE>
<TABLE>
<S> <C> <C> <C>
The Standardized Aggregate Total Return since Inception for the period
1/23/96-12/31/96: 10.30%
Accumulated Value on 12/31/1996
((1000/10.00000000) x 11.76114900) $1,176.11
Surrender-Free Amount on 12/31/1996
Greater of (1176.11 - 1000) and (.10 x 1000) $ 176.11
Ending Redeemable Value on 12/31/1996
1176.11 - 11 x 30 - .07 x (1176.11 - 176.11 - .11 x 30) $1,103.05
Standardized Aggregate Total Return, 1/23/96 - 12/31/96
((1103.05 / 1000) - 1) x 100 10.30%
2. Annualized Accumulation Unit Value (AUV) Return
For a one year period, the annualized AUV return is equal to the percentage
change in accumulation unit values.
For periods greater than one year, the annualized AUV return is an average
annual change in accumulation unit values, based on the percentage change.
Assuming experience from the Oppenheimer Bond Sub-Account
Unit Value 12/31/1993 8.96398700
Unit Value 12/31/1996 10.33390800
Percentage Change in Unit Values for the 3 year period ending 12/31/96 15.28%
(10.333908 - 8.963987) / 8.963987 x 100
Annualized AUV Return for the 3 year period ending 12/31/96 4.85%
((1.1528 * (1/3)) - 1) x 100
The symbol * is being used to denote exponentiation.
</TABLE>
45
<PAGE>
3. Non-Standardized Average Annual Total Return
Assuming experience from the Oppenheimer Bond Sub-Account
Purchase Payment 12/31/86 $10,000
Accumulated Value 12/31/96 $19,571
Average Annual Total Return 6.94%
((19,571 / 10,000) (invalid character appears here) (1/10) - 1) x
100
The symbol (invalid character appears here) is being used to
denote exponentiation.
4. Non-Standardized One Year Total Return
Assuming experience from the Oppenheimer Bond Sub-Account
Purchase Payment 12/31/86 $10,000
Accumulated Value 12/31/95 $18,969
Accumulated Value 12/31/96 $19,571
One Year Total Return 3.17%
((19,571 - 18,969) / 18,969) x 100
5. 7-day Money Market Yield and Effective Yield
Assuming experience from the Money Market Sub-Account
For the period ending 12/31/96
Unit Value 12/24/96 10.33673900
Unit Value 12/26/96 10.33734700
Unit Value 12/31/96 10.34253400
To get the change in value from 12/24/96 to 12/26/96, take 100% of
the change from 12/24/96 to 12/26/96:
((10.337347 / 10.336739) - 1) 0.000059
Change in value from 12/26/96 to 12/31/96:
(10.342534 / 10.337347) - 1 0.000502
Combine to get change in value from 12/24/96 to 12/31/96:
(0.000059 + 0.000501) 0.00056
Yield: .000560 x (366 / 7) x 100 = 2.93%
Effective Yield: ((1.000560) (invalid character appears here) (366 /
7) - 1) x 100 = 2.97%
The symbol (invalid character appears here) is being
used to denote exponentiation.
46
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 63,096,069
<INVESTMENTS-AT-VALUE> 66,062,598
<RECEIVABLES> 10,285
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 66,072,883
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,394
<TOTAL-LIABILITIES> 13,394
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 66,059,489
<DIVIDEND-INCOME> 397,908
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 373,171
<NET-INVESTMENT-INCOME> 24,737
<REALIZED-GAINS-CURRENT> 324,654
<APPREC-INCREASE-CURRENT> 2,966,529
<NET-CHANGE-FROM-OPS> 3,315,920
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 66,059,489
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 35,165,830
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
