<PAGE>
File No. 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. 4
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[X] Amendment No. 11
(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
/ / on May 1, 1998 pursuant to paragraph (b) of Rule 485
/X/ 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, 1997 was filed on or about March 20, 1998.
<PAGE>
CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
- -------- ---------------------
<S> <C>
1.................................................... Cover Page
2.................................................... Miscellaneous provisions
3.................................................... Table of Fees and Expenses
4.................................................... Appendix A-Condensed Financial Information;
Performance; Financial Statements
5.................................................... The Company; Investment Choices; Voting Rights
6.................................................... Expenses; Distributors
7.................................................... Miscellaneous provisions;
Ownership of a Contract; Purchasing a Contract; Voting
Rights; Substitution of Securities; Contract Value
8.................................................... The Income Phase
9.................................................... Death Benefit
10................................................... Purchasing a Contract; Contract Value; Distributors
11................................................... Withdrawals; Suspension of Payments or Transfer;
Contract Value; Purchasing a Contract
12................................................... Taxes
13................................................... Legal Proceedings
14................................................... Additional Information
</TABLE>
2
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................................... Caption in Statement of
Additional Information
----------------------
15................................. Cover Page
16................................. Table of Contents
17................................. General Information
18................................. Custodian
19................................. Purchase of Securities Being Offered
20................................. Distribution
21................................. Performance Measures
22................................. Contract Value Calculations
23................................. Reports of Independent
Accountants and Financial
Statements
3
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
C.M. LIFE INSURANCE COMPANY
C.M. MULTI-ACCOUNT A
PANORAMA PREMIER VARIABLE ANNUITY
This prospectus describes the Panorama Premier Contract offered by C.M. Life
Insurance Company. This contract is an individual deferred variable annuity. It
provides for accumulation of contract value and annuity payments on a fixed and
variable basis.
You, the contract owner, have a number of investment choices in this contract.
These investment choices include two fixed account options as well as the
following twelve funds which are offered through our separate account, C.M.
Multi-Account A.
Panorama Series Fund, Inc.
. Panorama Total Return Portfolio
. Panorama Growth Portfolio
. Panorama International Equity Portfolio
. Panorama LifeSpan Capital Appreciation Portfolio
. Panorama LifeSpan Balanced Portfolio
. Panorama LifeSpan Diversified Income Portfolio
Oppenheimer Variable Account Funds
. Oppenheimer Money Fund
. Oppenheimer Bond Fund
Fidelity Variable Insurance Products Fund II
. VIP Fund II Contrafund Portfolio
American Century Variable Portfolios, Inc.
. American Century VP Income & Growth Portfolio
T. Rowe Price Equity Series, Inc.
. T. Rowe Price Mid-Cap Growth Portfolio
MML Series Investment Fund
. MML Small Cap Value Equity Fund
Please read this prospectus before investing. You should keep it for future
reference. It contains important information about the Panorama Premier Variable
Annuity.
To learn more about the Panorama Premier contract, you can obtain a copy of the
Statement of Additional Information (SAI), dated December 1, 1998. We filed the
SAI with the Securities and Exchange Commission (SEC) and it is legally a part
of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that
contains the SAI, material incorporated by reference and other information
regarding companies that file electronically with the SEC. The Table of Contents
of the SAI is on page 24 of this prospectus. For a free copy of the SAI, or for
general inquiries, call our Annuity Service Center at (800)-569-6576 or write
to: Panorama Premier, Annuity Products, H565, P.O. Box 9067, Springfield,
Massachusetts 01102-9067.
The contracts:
. are not bank deposits.
. are not federally insured.
. are not endorsed by any bank or governmental agency.
. are not guaranteed and may be subject to loss of principal.
The SEC has not approved these contracts or determined that this prospectus is
accurate or complete. Any representation that it has is a criminal offense.
___________________ , 1999.
5
<PAGE>
Table Of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Highlights ......................................................................... 4
The C.M. Life Multi-Account A - A Table of Fees and Expenses ....................... 5
The Company ....................................................................... 9
The Panorama Premier Deferred Variable Annuity Contract - General Overview ......... 9
Ownership of the Contact ........................................................... 9
Owner ........................................................................ 9
Joint Owner .................................................................. 9
Annuitant .................................................................... 9
Beneficiary .................................................................. 10
Purchasing a Contract .............................................................. 10
Purchase Payments ............................................................ 10
Allocation of Purchase Payments .............................................. 10
Investment Choices ................................................................. 10
The Separate Account ......................................................... 10
The Funds .................................................................... 10
The Fixed Accounts ........................................................... 12
DCA Fixed Account ...................................................... 13
The Fixed Account ...................................................... 13
Contract Value ..................................................................... 13
Accumulation Units ........................................................... 13
Transfers .................................................................... 13
Transfers During the Accumulation Phase ................................ 14
Transfers During the Income Phase ...................................... 14
Dollar Cost Averaging Program ................................................ 14
Automatic Rebalancing Program ................................................ 15
Withdrawals .................................................................. 15
Systematic Withdrawal Program .......................................... 16
Expenses ........................................................................... 16
Insurance Charges ............................................................ 16
Mortality and Expense Risk Charge ...................................... 16
Administrative Charge .................................................. 16
Annual Contract Maintenance Charge ........................................... 16
Contingent Deferred Sales Charge ............................................. 17
Free Withdrawals ....................................................... 18
Premium Taxes ................................................................ 18
Transfer Fee ................................................................. 18
Income Taxes ................................................................. 18
Fund Expenses ................................................................ 18
The Income Phase ................................................................... 18
Fixed Annuity Payments ....................................................... 19
Variable Annuity Payments .................................................... 19
Annuity Unit Value ........................................................... 19
Annuity Options .............................................................. 19
Death Benefit ...................................................................... 20
Death of Contract Owner During the Accumulation Phase ........................ 20
Death Benefit Amount During the Accumulation Phase ........................... 20
Death Benefit Options During the Accumulation Phase .......................... 20
Death of Contract Owner During the Income Phase .............................. 20
Death of Annuitant ........................................................... 21
</TABLE>
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Taxes ............................................................. 21
Annuity Contracts in General ................................ 21
Qualified and Non-Qualified Contracts ....................... 21
Withdrawals - Non-Qualified Contracts ....................... 21
Withdrawals - Qualified Contracts ........................... 22
Other Information ................................................. 22
Terminal Illness Benefit .................................... 22
Performance ................................................. 22
Standardized Total Returns ............................ 22
Nonstandardized Total Returns ......................... 22
Yield and Effective Yield ............................. 23
Related Performance ................................... 23
Year 2000 ................................................... 23
Distributors ................................................ 23
Electronic Transmission of Application Information .......... 23
Assignment ................................................. 23
Voting Rights ............................................... 24
Substitution ................................................ 24
Suspension of Payments or Transfers ......................... 24
Legal Proceedings ........................................... 24
Financial Statements ........................................ 24
Additional Information ............................................ 24
Appendix A - Condensed Financial Information ...................... 26
7
<PAGE>
Highlights
This prospectus describes the general provisions of the contract and is subject
to the terms of the contract. You may review a copy of the contract upon
request. In the event of a conflict between the terms in this prospectus and the
terms of the contract, the contract terms will control.
Free Look
You have a right to examine your contract. If you change your mind about owning
your contract, you can cancel it within 10 days after receiving it. However,
this time period may vary by state. When you cancel the contract within this
time period, we will not assess a sales charge. You will receive back whatever
your contract is worth on the day we receive your request. If you purchase this
contract as an IRA or your state requires it, we will return the greater of your
purchase payments less any withdrawals you took, or the contract value. For IRAs
and those select states, we will put your initial purchase payment(s) in the
Money Fund for 15 days before we apply your purchase payment(s) to the
investment choice(s) you selected. In some states, the period may be longer.
Contingent Deferred Sales Charge
We do not deduct a sales charge when we receive a purchase payment from you.
However, we may assess a contingent deferred sales charge if you withdraw any
part of the contract value. The amount of the contingent deferred sales charge
depends on the amount of your purchase payments and the length of time since you
made them. The contingent deferred sales charge ranges from 7% to 0%.
Federal Income Tax Penalty
. If you withdraw any of the contract value from your non-qualified contract,
a 10% federal income tax penalty may be applied to the amount of the
withdrawal that is ineludible in your gross income for tax purposes. Some
withdrawals may be exempt from the penalty tax. They include any amounts:
. paid on or after the taxpayer reaches age 59 1/2;
. paid after you die;
. paid if the taxpayer becomes totally disabled as that term is defined in
the Internal Revenue Code;
. paid in a series of substantially equal payments made annually or more
frequently, for life or a period not exceeding life expectancy;
. paid under an immediate annuity; or
. which come from purchase payments made before August 14, 1982.
The Internal Revenue Code treats any withdrawal as first coming from earnings
and then from your purchase payments. Separate tax penalties and restrictions
apply to withdrawals under qualified contracts.
8
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C.M. LIFE MULTI-ACCOUNT A
TABLE OF FEES AND EXPENSES
Contract Owner Transaction Expenses
Transfer Fee:
During Accumulation Phase: We will not charge for the first 12
transfers in a calendar year; thereafter
we will assess a fee which is the lesser
of $20 or 2% of the amount transferred.
During Income Phase: We allow only 6 transfers in a calendar
year and we will not assess a fee for
these 6 transfers.
Sales Load on Purchases: 0%
Contingent Deferred Sales Charge as a percentage of purchase payments withdrawn:
- -------------------------------------------------------------------------------
Full years since payment 0 1 2 3 4 5 6 7 or more
- -------------------------------------------------------------------------------
Percentage 7% 6% 5% 4% 3% 2% 1% 0%
- -------------------------------------------------------------------------------
Annual Contract Maintenance Charge: $30 per Contract per Contract Year.
Separate Account Annual Expenses
(as a percentage of the average
account value)
Mortality and Expense Risk Charge: 1.25%
Administrative Charge: 0.15%
Total Separate Account Annual
Expenses: 1.40%
9
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Annual Fund Expenses For 1997
(as a percentage of average net assets of a Portfolio)
<TABLE>
<CAPTION>
Management Other Total Operating
Fees Expenses Expenses
<S> <C> <C> <C>
Oppenheimer Money Fund 0.44% 0.04% 0.48%
Oppenheimer Bond Fund 0.73% 0.05% 0.78%
Panorama LifeSpan Diversified Income Portfolio 0.75% 0.09% 0.84%
Panorama Total Return Portfolio 0.54% 0.01% 0.55%
Panorama LifeSpan Balanced Portfolio 0.85% 0.12% 0.97%
Panorama LifeSpan Capital Appreciation Portfolio 0.85% 0.14% 0.99%
Panorama Growth Portfolio 0.53% 0.01% 0.54%
Panorama International Equity Portfolio 1.00% 0.12% 1.12%
VIP Fund II Contrafund Portfolio 0.60% 0.11% 0.71%
American Century VP Income & Growth Portfolio 0.70% -- 0.70%
T. Rowe Price Mid-Cap Growth Portfolio 0.85% -- 0.85%
MML Small Cap Value Equity Fund 0.65% 0.11%** 0.76%*
</TABLE>
*The MML Small Cap Value Equity Fund began operations in 1998 and therefore had
no previous operating expenses. The investment manager estimated that the total
operating expenses for the MML Small Cap Value Equity Fund will be as shown.
**We agreed to bear expenses of the MML Small Cap Value Equity Fund (other than
management fee, interest, taxes, brokerage commissions and extraordinary
expenses) in excess of .11% of the average daily net asset value through April
30, 1999. We estimate that these expenses will be 0.39% in 1998.
(See the funds' prospectuses for more information.)
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Examples
The following examples are designed to help you understand the expenses in the
contract. The examples show the cumulative expenses you would pay assuming you
invested $1,000 in a contract and allocated all of it to a fund which earned 5%
each year. All the expenses shown in the table of fees and expenses, including
the annual fund expenses, are assumed to apply. In the first example it is
assumed that you withdrew all of your money at the end of years 1, 3, 5 or 10.
<TABLE>
<CAPTION>
Year 1 3 5 10
<S> <C> <C> <C> <C> <C>
Oppenheimer Money Fund $85 $112 $137 $231
Oppenheimer Bond Fund 88 121 153 262
Panorama LifeSpan Diversified Income Portfolio 89 122 156 269
Panorama Total Return Portfolio 86 114 141 238
Panorama LifeSpan Balanced Portfolio 90 126 162 282
Panorama LifeSpan Capital Appreciation Portfolio 90 127 163 284
Panorama Growth Portfolio 86 114 140 237
Panorama International Equity Portfolio 91 131 170 297
VIP Fund II Contrafund Portfolio 87 118 149 255
American Century VP Income & Growth Portfolio 87 118 148 254
T. Rowe Price Mid-Cap Growth Portfolio 89 123 156 270
MML Small Cap Value Equity Fund 88 120 151 260
</TABLE>
11
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This second example assumes 1) that you did not make a withdrawal or 2) that you
decided to begin the income phase at the end of each year shown. (The income
phase is not available until the end of the 5th contract year.)
<TABLE>
<CAPTION>
Year 1 3 5 10
<S> <C> <C> <C> <C> <C>
Oppenheimer Money Fund $20 $62 $107 $231
Oppenheimer Bond Fund 23 72 123 262
Panorama LifeSpan Diversified Income Portfolio 24 73 126 269
Panorama Total Return Portfolio 21 64 111 238
Panorama LifeSpan Balanced Portfolio 25 77 132 282
Panorama LifeSpan Capital Appreciation Portfolio 25 78 133 284
Panorama Growth Portfolio 21 64 110 237
Panorama International Equity Portfolio 27 82 140 297
VIP Fund II Contrafund Portfolio 23 69 119 255
American Century VP Income & Growth Portfolio 22 69 118 254
T. Rowe Price Mid-Cap Growth Portfolio 24 74 126 270
MML Small Cap Value Equity Fund 23 71 121 260
</TABLE>
The purpose of the Table of Fees and Expenses is to assist you in understanding
the various costs and expenses that you will incur. The table reflects expenses
of the separate account and the funds.
The examples reflect the $30 annual contract maintenance charge as an annual
charge of 0.09% of the assets. This charge is based on an anticipated average
contract value of $35,000.
The examples do not reflect any premium taxes. However, premium taxes may apply.
The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
There is an accumulation unit value history contained in Appendix A - Condensed
Financial Information.
12
<PAGE>
The Company
C.M. Life Insurance 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, accident, and health insurance business in all states, the
District of Columbia, Puerto Rico and certain provinces of Canada. MassMutual
had estimated unconsolidated statutory assets in excess of $57 billion and
estimated total assets under management in excess of $152 billion as of December
31, 1997.
The Panorama Premier Deferred Variable Annuity Contract - General Overview
This annuity is a contract between you, the owner and us, C.M. Life. The
contract is intended for retirement savings or other long-term investment
purposes. In exchange for your purchase payments, we agree to pay you an income
when you choose to receive it. You select the income period beginning on a date
you designate that is at least 5 years in the future. The contract, like all
deferred annuity contracts, has two phases - the accumulation phase and the
income phase. Your contract is in the accumulation phase until you decide to
begin receiving annuity payments. During the accumulation phase we provide a
death benefit. Once you begin receiving annuity payments, your contract enters
the income phase.
You are not taxed on contract earnings until you take money from your contract.
This is known as tax deferral.
The contract is called a variable annuity because you can choose to apply your
purchase payments among various investment choices. Your choices include twelve
funds and two fixed accounts. The amount of money you are able to accumulate in
your contract during the accumulation phase depends upon the investment
performance of the funds you select as well as the interest we credit on the
fixed accounts.
At the beginning of the income phase, you can choose to receive annuity payments
on a variable basis, fixed basis or a combination of both. If you choose
variable payments, the amount of the annuity payments depends on the investment
performance of the funds you select for the income phase. If you select to
receive payments on a fixed basis, the payments you receive will remain level.
Ownership of the Contract
Owner
The owner is named at time of application. The owner can be an individual or a
non-natural person. We will not issue a contract to you if you have reached your
85th birthday as of the date we proposed to issue the contract.
As the owner of the contract, you exercise all rights under the contract. The
owner names the beneficiary. You may change the owner of the contract at any
time prior to the annuity date by written request. If you change the owner, the
change is subject to our underwriting rules. Changing the owner may result in
tax consequences. On and after the annuity date, you continue as the owner.
Joint Owner
The contract can be owned by joint owners. Unless prohibited by state law, only
you and your spouse can be joint owners. We will not issue a contract to you if
either proposed joint owner has reached their 85th birthday as of the date we
proposed to issue the contract.
Upon the death of either joint owner, the surviving spouse will be the
designated beneficiary and may continue the contract. We will treat any other
beneficiary designation at the time of death as a contingent beneficiary. Unless
otherwise indicated on the application, both signatures will be required for all
transactions, if there are joint owners.
Annuitant
The annuitant is the person on whose life we base annuity payments. You
designate the annuitant at the time of application. We will not issue a contract
to you if the proposed annuitant has reached his/her 85th birthday as of the
date we proposed to issue the contract. You may change the annuitant before the
annuity date, subject to our underwriting rules. However, the annuitant may not
be changed on a contract owned by a non-natural person.
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Beneficiary
The beneficiary is the person(s) or entity you name to receive any death
benefit. You name the beneficiary at the time of application. Unless an
irrevocable beneficiary has been named, you can change the beneficiary at any
time before you die.
Purchasing a Contract
Purchase Payments
The minimum amount we accept for your initial purchase payment is:
. $5,000 when the contract is bought as a non-qualified contract; or
. $2,000 if you are buying the contract as part of an IRA (Individual
Retirement Annuity), 401(k) or other qualified plan.
You can make additional purchase payments of $250 or more to either type of
contract. We will accept as little as $100 if you have selected our automatic
investment plan option.
The maximum amount of cumulative purchase payments we accept without our prior
approval is based on your age when we issued the contract. The maximum amount
is:
. $1 million up to your 76th birthday; or
. $500,000 if age 76 or older.
If the owner is not a natural person, these purchase payment limits will apply
to the annuitant's age. If there are joint owners, age refers to the oldest
owner.
We have the right to reject any application or purchase payment.
Allocation of Purchase Payments
When you purchase your contract, you choose how we will apply your purchase
payments among the investment choices. If you make additional purchase payments,
we will apply them in the same way as your first purchase payment, unless you
tell us otherwise.
Once we receive your purchase payment and the necessary information, we will
issue your contract and apply your first purchase payment within 2 business
days. If you do not give us all of the information we need, we will contact you
to get it. If for some reason we are unable to complete this process within 5
business days, we will either send back your money or get your permission to
keep it until we get all of the necessary information.
If you add more money to your contract by making additional purchase payments,
we will credit these amounts to your contract on the business day we receive
them. Our business day closes when the New York Stock Exchange closes, usually
4:00 p.m. Eastern time. If we receive your purchase payment on a non-business
day or after the business day closes, we will credit the amount to your contract
on the next business day.
Investment Choices
The Separate Account
We established a separate account, C.M. Multi-Account A (separate account), to
hold the assets that underlie the contracts. Our Board of Directors adopted a
resolution to establish the separate account under Connecticut insurance law on
August 3, 1994. We have registered the separate account with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940.
C.M. Life owns the assets of the separate account. However, those assets that
underlie the contracts are not chargeable with liabilities arising out of any
other business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from these assets are credited to, or charged against, the
contracts and not against any other contracts we may issue.
C.M. Life established a segment of the separate account for Panorama Premier
contracts. We currently divide this segment into 12 sub-accounts. Each of these
sub-accounts invests in a fund. You bear the complete investment risk for
purchase payments that you allocate to a fund.
The Funds
The contract offers 12 funds which are listed below. Additional funds may be
added in the future.
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. It
14
<PAGE>
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 $75 billion in assets and 3.5 million shareholder
accounts as of December 31, 1997. 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 subadviser to the International
Equity Portfolio and the international stock components of the LifeSpan Balanced
Portfolio and the LifeSpan Capital Appreciation 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
subadviser to the high yield bond components of the three LifeSpan Portfolios.
Pilgrim, Baxter & Associates ("Pilgrim Baxter"), 1255 Drummers Lane, Wayne, PA
19087, is the subadviser to the small cap components of the LifeSpan Balanced
Portfolio and the LifeSpan Capital Appreciation Portfolio.
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 bonds.
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 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 stocks and bonds with a
slightly stronger emphasis on stocks.
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 stocks. 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.
Realization of current income is a secondary consideration.
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 Variable Account Funds ("Oppenheimer Funds") is an open-end
management investment company. The Oppenheimer Funds are also advised by OFI.
Oppenheimer Bond Fund. The investment objective of Oppenheimer Bond Fund is to
seek a high level of current income by investing primarily in debt securities.
Secondarily, the Fund seeks capital growth when consistent with its primary
objective.
Oppenheimer Money Fund. The investment objective of the Oppenheimer Money Fund
is to maximize current income from investments in " money market" securities
consistent with low capital risk and maintenance of liquidity.
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MML Series Investment Fund ("MML Trust")
MML Trust is a no-load, open-end, management investment company having six
series of shares each of which has different investment objectives designed to
meet different investment needs. MassMutual serves as the investment adviser to
the MML Trust. MassMutual has entered into a subadvisory agreement with David L.
Babson and Company, Inc. ("Babson"), a controlled subsidiary of the MassMutual,
whereby Babson manages the investment of the assets of the MML Small Cap Value
Equity Fund.
MML Small Cap Value Equity Fund. The investment objective of MML Small Cap Value
Equity Fund is to achieve long-term growth of capital and income by investing
primarily in a diversified portfolio of equity securities of smaller companies.
The fund invests primarily in common stocks, securities convertible into common
stocks and other equity securities (such as warrants and stock rights) which are
issued by companies with a market capitalization, at the time of purchase, of
$750 million or less and which are listed on a national securities exchange or
traded in the over-the-counter market.
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Series, Inc. is a diversified, open-end investment company
incorporated in Maryland in 1994. The T. Rowe Price Mid-Cap Growth Portfolio is
a separate series of shares of T. Rowe Price Equity Series, Inc. T. Rowe Price
Associates, Inc. (" T. Rowe Price") was founded in 1937 and is the investment
adviser to the Portfolio. Its business address is 100 East Pratt Street,
Baltimore, MD 21202.
T. Rowe Price Mid-Cap Growth Portfolio. The investment objective of T. Rowe
Price Mid-Cap Growth Portfolio is to provide long-term capital appreciation by
investing primarily in common stocks of medium sized (mid-cap) growth companies.
The portfolio focuses on companies with superior earnings growth potential that
are no longer considered new or emerging but may still be in the dynamic phase
of their life cycles.
American Century Variable Portfolios, Inc.
American Century Variable Portfolios, Inc. ("American Century VP") was organized
as a Maryland corporation in 1987 and is a diversified, open-end management
investment company. American Century Investment Management, Inc. ("American
Century") is the investment manager of American Century VP. American Century has
been providing investment advisory services to investment companies and
institutional investors since it was founded in 1958. American Century's address
is American Century Tower, 4500 Main Street, Kansas City Missouri 64111.
American Century VP Income & Growth Portfolio. American Century VP Income &
Growth Portfolio seeks long-term growth of capital as well as current income.
The fund pursues a total return and dividend yield that exceeds those of the S&P
500 by investing in stocks of companies with strong dividend growth potential.
Fidelity Investments Variable Insurance Products Fund II
Fidelity Investments Variable Insurance Products Fund II ("Fidelity VIP Fund
II") is an open-end management investment company, organized as a Massachusetts
business trust in 1988. The Fidelity VIP Fund II Contrafund Portfolio is a
diversified fund of Fidelity VIP Fund II.
Fidelity Management & Research Company ("FMR") is the investment adviser to the
Fidelity VIP Fund II Contrafund Portfolio. FMR is the management arm of Fidelity
Investments. Fidelity Investment has its principal business address at 82
Devonshire Street, Boston, MA 02109.
Fidelity Management & Research (U.K.) Inc. in London, England, and Fidelity
Management & Research (Far East) Inc., in Tokyo, Japan, assist FMR with foreign
investments. They each serve as subadvisors for the Fidelity VIP Fund II
Contrafund Portfolio.
Fidelity VIP Fund II Contrafund Portfolio. Fidelity VIP Fund II Contrafund
Portfolio seeks long term capital appreciation by investing in the securities of
companies whose value is not fully recognized by the public.
- --------------------------------------------------------------------------------
There is no assurance that the funds will achieve their stated objective. The
fund prospectuses contain more detailed information about the funds. Current
copies of the fund prospectuses are attached to this prospectus. You should
read the information contained in the funds' prospectuses carefully before
investing.
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The Fixed Accounts
In most states, we offer two fixed accounts, the fixed account for Dollar Cost
Averaging (the "DCA Fixed Account") and The Fixed Account (collectively, "the
fixed accounts"), as investment options. The fixed accounts are investment
options within our general account.
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Amounts that you allocate to the fixed accounts become part of our general
account assets and are subject to the claims of all our creditors. All of our
general account assets will be available to fund benefits under a contract.
DCA Fixed Account. The DCA Fixed Account is a fixed account from which assets
are systematically transferred to any fund(s). During the accumulation phase,
you may choose to have your purchase payments allocated to the DCA Fixed Account
for the period of the DCA Fixed Account Term (DCA Term). Your election must be
in writing.
Currently, the DCA Term will not exceed 12 months. To the extent permitted by
law, we reserve the right to change the duration of the DCA Term in the future.
You may have only one DCA Term at a time.
We will only accept a purchase payment as of the beginning of a DCA Term.
Purchase payments which originate from an annuity contract issued by us or any
of our affiliates cannot be allocated to the DCA Account. You cannot transfer
current contract values to the DCA Fixed Account. We reserve the right to reject
purchase payments.
We make scheduled monthly transfers from the DCA Fixed Account according to the
rules of our Dollar Cost Averaging Program. You may not make unscheduled
transfers or take partial withdrawals from the DCA Fixed Account. If you
withdraw the entire contract value during a DCA term we will apply our normal
withdrawal provisions.
We reserve the right to assess a fee for processing transactions under the DCA
Fixed Account.
If you elect to make an allocation to the DCA Fixed Account at a time when your
annuity date would be less than the currently offered DCA Term, the expiration
of your DCA Term will be your annuity date. No amounts will remain in the DCA
Fixed Account after the expiration of the DCA Term.
We periodically set the interest rate we credit to the DCA Fixed Account. The
interest rate is never less than 3%. We guarantee the interest rate for the full
DCA Term.
The Fixed Account. You may allocate purchase payments to The Fixed Account. You
can also make transfers of your contract value into The Fixed Account. You do
not participate in the investment performance of the assets in The Fixed
Account. Instead, we credit your contract with interest at a specified rate that
we declare in advance. We guarantee this rate will be at least 3% per year. We
may credit a higher rate of interest at our discretion.
Contract Value
Your contract value is the sum of your interest in the separate account and the
fixed account(s).
Your interest in the separate account will vary depending on the investment
performance of the funds you choose. In order to keep track of your contract
value, we use a unit of measure called an accumulation unit. During the income
phase of your contract we call the unit an annuity unit.
ACCUMULATION UNITS
Every day we determine the value of an accumulation unit for each of the funds.
Changes in the accumulation unit value reflect the investment performance of the
fund as well as deductions for insurance and other changes.
The value of an accumulation unit may go up or down from business day to
business day.
The Statement of Additional Information contains more information on the
calculation of the accumulation unit value.
When you make a purchase payment, we credit your contract with accumulation
units. We determine the number of accumulation units to credit by dividing the
amount of the purchase payment allocated to a fund by the value of the
accumulation unit for that fund. When you make a withdrawal, we deduct from your
contract accumulation units representing the withdrawal amount.
We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each business day and then credit your
contract.
EXAMPLE:
On Monday we receive an additional purchase payment of $5,000 from you. You have
told us you want this to go to the Oppenheimer Bond Fund. When the New York
Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the Oppenheimer Bond Fund is $13.90. We then divide $5,000
by $13.90 and credit your contract on Monday night with 359.71 accumulation
units for the Oppenheimer Bond Fund.
TRANSFERS
You can transfer all or part of your contract value. You can make transfers by
telephone. To do so, you must submit a written request. If you own the contract
with a
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joint owner, we will accept telephone transfer instructions from either you or
the other owner, unless we are instructed otherwise. We will use reasonable
procedures to confirm that instructions given to us by telephone are genuine. We
may be liable for any losses due to unauthorized or fraudulent instructions, if
we fail to use such procedures. We may tape record all telephone instructions.
Transfers During the Accumulation Phase.
You may transfer all or part of your assets in a fund or The Fixed Account. You
can make a transfer to or from The Fixed Account and to or from any fund. You
can make 12 transfers every calendar year during the accumulation phase without
charge. If you make more than 12 transfers in a year, we will deduct a transfer
fee. The fee is $20 per transfer or, if less, 2% of the amount you transfer. The
following rules apply to any transfer during the accumulation phase:
(1) The minimum amount which you can transfer is:
. $1,000; or
. the entire value in a fund, if less.
After a transfer, the minimum amount which must remain in the fund is
$1,000 unless you transfer the entire fund value. We waive these
requirements if the transfer is made in connection with the
Rebalancing Program.
(2) You must clearly indicate the amount and investment choices from and
to which you wish to transfer.
(3) During any contract year, we limit transfers out of The Fixed Account
to the greater of $30,000 or 30% of your contract value in The Fixed
Account as of the end of the previous contract year. We measure a
contract year from the anniversary of the day we issued your contract.
Transfers out of The Fixed Account are done on a first-in, first-out
basis. In other words, amounts attributed to the oldest purchase
payments are transferred first; then amounts attributed to the next
oldest purchase payment are transferred; and so on.
(4) We do not allow transfers between competing accounts. For this
purpose, we consider The Fixed Account and the Oppenheimer Money Fund
"competing accounts." We restrict other transfers involving any
competing account for certain periods:
. for a period of 90 days following a transfer out of a competing
account, you may not transfer into the other competing account.
. for a period of 90 days following a transfer into a competing
account, you may not transfer out of the other competing account.
(5) We do not count transfers made as part of the Dollar Cost Averaging
Program, the Rebalancing Program, or transfers we make at the end of
the free look period in determining the number of transfers you make
in a year.
Transfers During the Income Phase.
You may make 6 transfers between the funds each calendar year without incurring
a fee. You cannot transfer from the general account to a fund, but you can
transfer from one or more funds to the general account once a contract year. The
minimum amount which you can transfer is $1,000 or your entire interest in the
fund, if less. After a transfer, the minimum amount which must remain in a fund
is $1,000 unless you have transferred the entire value.
We have the right to terminate or modify these transfer provisions.
DOLLAR COST AVERAGING PROGRAM
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount from a selected fund to any of the other funds. By allocating amounts on
a regular schedule as opposed to allocating the total amount at one particular
time, you may be less susceptible to the impact of market fluctuations. The
Dollar Cost Averaging Program is available only during the accumulation phase.
Dollar Cost Averaging does not assure a profit and does not protect you against
loss in declining markets. Since Dollar Cost Averaging involves continuous
investment in securities regardless of fluctuating price levels of such
securities, you should consider your financial ability to continue the Dollar
Cost Averaging Program through periods of fluctuating price levels.
You must have a contract value of at least $5,000 in order to participate in the
Dollar Cost Averaging Program. The minimum amount you can transfer is $250.
The minimum duration of participation in any Dollar Cost Averaging Program is
currently 6 months. You can choose the frequency at which the Dollar Cost
Averaging transfers are to be made, i.e., monthly, quarterly, semi-annually or
annually. You will also
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choose the specific date when the first Dollar Cost Averaging transfer is made.
However, if you select a date that is less than 5 business days from the date
the election form is received at our Annuity Service Center, we may defer the
first transfer for one month. If you do not select a start date, we will
automatically start the Dollar Cost Averaging Program within 5 business days
from the date we receive your election form. You may make changes to your
selection, including termination of the program, by written request.
If you participate in the Dollar Cost Averaging Program, we do not take the
transfers made under the program into account in determining any transfer fee.
We consider the DCA Fixed Account to be a Dollar Cost Averaging Program. You can
only participate in one Dollar Cost Averaging Program at a time. Further, if you
are participating in the Dollar Cost Averaging Program you cannot also
participate in the Rebalancing Program, the Systematic Withdrawal Plan or the
DCA Fixed Account.
The Dollar Cost Averaging option will terminate if:
. you withdraw the total contract value;
. the last transfer you selected has been made;
. there is insufficient contract value to make the transfer; or
. we receive from you a written request to terminate the program at our
Annuity Service Center at least 5 business days prior to the next
transfer date.
We currently do not charge you for participation in the Dollar Cost Averaging
Program. However, we reserve the right to charge for this feature in the future.
We have the right to modify, terminate or suspend the Dollar Cost Averaging
Program.
AUTOMATIC REBALANCING PROGRAM
Over time, the performance of each fund may cause your allocation to shift from
your original allocation. You can direct us to automatically rebalance your
contract to return to your original percentage allocations by selecting our
Rebalancing Program. You can tell us whether to rebalance monthly, quarterly,
semi-annually or annually. The Rebalancing Program is available only during the
accumulation phase. If you participate in the Rebalancing Program, the transfers
made under the program are not taken into account in determining any transfer
fee.
You cannot participate in the Rebalancing Program if you have purchase payments
allocated to the fixed accounts. You cannot participate in the Rebalancing
Program if you are participating in a Dollar Cost Averaging Program.
You can terminate the Rebalancing Program at anytime by giving us written
notice. Any unscheduled transfer request will automatically terminate the
Rebalancing Program election.
EXAMPLE:
Assume that you want your initial purchase payment split between 2 funds. You
want 40% to be in the Oppenheimer Bond Fund and 60% to be in the Panorama Growth
Fund. Over the next 2 1/2 months the bond market does very well while the stock
market performs poorly. At the end of the first quarter, the Oppenheimer Bond
Fund now represents 50% of your holdings because of its increase in value. If
you had chosen to have your holdings rebalanced quarterly, on the first day of
the next quarter, we would sell some of your units in the Oppenheimer Bond Fund
to bring its value back to 40% and use the money to buy more units in the
Panorama Growth Portfolio to increase those holdings to 60%.
WITHDRAWALS
During the accumulation phase you may make either partial or total withdrawals
of your contract value. We will pay any withdrawal amount within 7 days of our
receipt of your written request in good order unless we are required to suspend
or postpone withdrawal payments.
Unless you instruct us otherwise, we will take any partial withdrawal
proportionally from your contract value in the funds and The Fixed Account. You
must withdraw at least $250 or the entire value in a fund or The Fixed Account,
if less. We require that after you make a partial withdrawal you keep at least
$5,000 in a non-qualified contract. For qualified contracts, the amount is
$2,000. Partial withdrawals are subject to a contingent deferred sales charge.
When you make a total withdrawal you will receive the value of your contract as
of the end of the business day we receive your written withdrawal request:
. less any contingent deferred sales charge;
. less any premium tax;
. less any contract maintenance charge, and
. less any purchase payments we credited to your contract that have not
cleared the bank, until they clear the bank.
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Systematic Withdrawal Program.
This program provides for an automatic monthly, quarterly, semi-annual or annual
payment to you from your contract of at least $250. Your contract value must be
at least $25,000 to initiate the withdrawal plan. Currently, we do not have a
charge for this program, but we reserve the right to charge in the future.
If you do not select a start date, we will automatically begin systematic
withdrawals within 5 business days after we receive your request. Your request
must be in writing.
If you are participating in the Automatic Investment Plan Option, the
Rebalancing Program or a Dollar Cost Averaging Program you cannot also
participate in the Systematic Withdrawal Plan. If you terminate your Systematic
Withdrawal Plan from The Fixed Account, you may not elect a new plan involving
withdrawals from The Fixed Account for 6 months.
Your systematic withdrawal program ends if:
. you withdraw your total contract value;
. we process the last withdrawal you selected;
. your value in a selected fund or The Fixed Account is insufficient to
complete the withdrawal;
. you begin receiving annuity payments;
. you give us a written request to terminate your program. We must
receive your request at least 5 business days before the next
withdrawal date.
Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.
Expenses
There are charges and other expenses associated with the contracts that reduce
the return on your investment in the contract. These charges and expenses are:
INSURANCE CHARGES
Each business day we deduct our insurance charges from the assets of the
separate account. We do this as part of our calculation of the value of the
accumulation units and the annuity units. The insurance charge has two parts:
(1) the mortality and expense risk charge and (2) the administrative charge.
Mortality and Expense Risk Charge.
This charge is equal, on an annual basis, to 1.25% of the daily value of the
assets invested in each fund, after fund expenses are deducted. This charge is
for:
. the mortality risk associated with the insurance benefits provided,
including our obligation to make annuity payments after the annuity
date regardless of how long all annuitants live, the death benefits,
and the guarantee of rates used to determine your annuity payments
during the income phase;
. the expense risk that the current charges will be insufficient to
cover the actual cost of administering the contract.
The mortality and expense risk charge cannot be increased. If the mortality and
expense risk charge is not sufficient, then we will bear the loss. However, we
do expect to profit from this charge.
Administrative Charge.
This charge is equal, on an annual basis, to 0.15% of the daily value of the
contracts invested in each fund, after fund expenses are deducted. We assess
this charge, together with the annual contract maintenance charge, to reimburse
us for all the expenses associated with the administration of the contract and
the separate account. Some of these expenses are: preparation of the contract,
confirmations, annual reports and statements, maintenance of contract records,
personnel costs, legal and accounting fees, filing fees, and computer and
systems costs. We can increase this charge, but the charge will never exceed
0.25%. If we increase this charge, we will give you 90 days prior notice.
ANNUAL CONTRACT MAINTENANCE CHARGE
At the end of each contract year, we deduct $30 from your contract as an annual
contract maintenance charge. We may increase this charge, but it will not exceed
$60. If we increase this charge, we will give you 90 days prior notice. We will
not deduct this charge if, when we are to make the deduction, the value of your
contract is $100,000 or more. Subject to state regulations, we will deduct the
annual contract maintenance charge proportionately from the investment choices
you have selected.
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If you make a total withdrawal from your contract, and the contract value is
less than $100,000, we will deduct the full annual contract maintenance charge.
If your contract enters the income phase on a date other than its contract
anniversary and the contract value is less than $100,000, we will deduct a pro
rata portion of the charge. During the income phase, we will deduct 1/12th of
the annual contract maintenance charge from each payment regardless of the
contract size.
CONTINGENT DEFERRED SALES CHARGE
We do not deduct a sales charge when we receive a purchase payment. However, if
you withdraw any part of the contract value, we may assess a contingent deferred
sales charge. We use this charge to cover certain expenses relating to the sale
of the contract.
If you withdraw:
. from more than one investment choice, we will deduct the contingent
deferred sales charge proportionately from the amounts remaining in
the investment choice(s) you selected.
. the total value from an investment choice, we will deduct the
contingent deferred sales charge proportionately from amounts
remaining in the investment choices that still have value.
. your entire contract value, we will deduct the contingent deferred
sales from the contract value. You will receive a check for the net
amount.
The amount of the charge depends on the amount of the purchase payments and the
length of time since you made the purchase payments. The charge is assessed as
follows:
Year since Purchase
Payments were Accepted Charge
---------------------- ------
1st Year 7%
2nd Year 6%
3rd Year 5%
4th Year 4%
5th Year 3%
6th Year 2%
7th Year 1%
8th Year 0%
and thereafter
After your purchase payment has been in the contract for 7 years, there is no
charge when you withdraw the purchase payment. Each purchase payment has its own
7-year sales charge period. We take withdrawals first from earnings, and then
from purchase payments. For purposes of the contingent deferred sales charge, we
treat withdrawals as coming from the oldest purchase payments first.
In addition to the free withdrawals described later in this section, we will not
impose a contingent deferred sales charge under the following circumstances.
. Upon payment of the death benefit or upon the amount applied to an
annuity payment option.
. If you surrender your contract before April 30, 1999, and the proceeds
of the surrender are used to purchase a new group annuity issued by
MassMutual. The group annuity may be subject to charges upon
surrender.
. If you redeem "excess contributions" to a plan qualifying for special
income tax treatment. These types of plans are referred to as
Qualified Plans, including Individual Retirement Annuities (IRAs). We
look to the Internal Revenue Code for the definition and description
of excess contributions.
. Owners of certain IRAs or non-qualified Flex Extra Variable Annuity
contracts issued by MassMutual that no longer have any contingent
deferred sales charge may exchange these contracts for a Panorama
Premier Contract. We call this the "Flex Extra Exchange Program." When
you exchange an eligible Flex Extra Contract for a Panorama Premier
Contract, we do not assess a contingent deferred sales charge on the
amount that was in the original Flex Extra Contract. However, if you
make any additional purchase payments they will be subject to a
contingent deferred sales charge.
. If you own an IRA or a non-qualified Account A, Account B or Account E
Variable Annuity Contract previously issued by Connecticut Mutual Life
Insurance Company, you can exchange that contract for a Panorama
Premier Contract. We call this the CML Exchange Program. When you
exchange an eligible Account A, Account B, or Account E contract for a
Panorama Premier Contract, we do not assess a contingent deferred
sales charge on the amount that was in the original contract. However,
if you make additional purchase
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payments they will be subject to a contingent deferred sales charge.
The Flex Extra and CML exchange programs may not be available in all states.
Check with your agent. We have the right to terminate these exchange programs at
any time. If you want more information about the exchange programs, contact your
agent or us at our Annuity Service Center (800) 569-6576.
Free Withdrawals
You may withdraw, without incurring a contingent deferred sales charge, the
greater of:
(1) the part of your contract value that is earnings on the date of
withdrawal; or
(2) 10% of purchase payments remaining in your contract on the withdrawal
date reduced by any free withdrawal(s) you previously took during the
current contract year.
We take withdrawals first from any investment earnings, and then from purchase
payments. If you withdraw an amount which exceeds the free withdrawal amount, we
will reduce the amount of your remaining purchase payments. We will calculate
the contingent deferred sales charge based on your oldest purchase payments
first.
PREMIUM TAXES
Some states and other governmental entities charge premium taxes or similar
taxes. We are responsible for the payment of these taxes and will make a
deduction from the value of your contract for them. Some of these taxes are due
when your contract is issued, others are due when annuity payments begin.
Currently we do not charge you for these taxes until you begin receiving annuity
payments or you make a total withdrawal. We may discontinue this practice and
assess the charge when the tax is due. Premium taxes generally range from 0% to
3.5%, depending on the state.
TRANSFER FEE
During the accumulation phase, you can make 12 free transfers every calendar
year. If you make more than 12 transfers a calendar year, we will deduct a
transfer fee of $20 or 2% of the amount that is transferred, whichever is less.
We will deduct any transfer fee from the funds and/or The Fixed Account you
selected. If you transfer the entire amount in a fund or The Fixed Account, we
will deduct the transfer fee from the amount you transfer. During the income
phase, we allow 6 transfers and they are not subject to a transfer fee. We
consider all transfers made on one business day as one transfer.
INCOME TAXES
We will deduct from the contract any income taxes which we incur because of the
operation of the separate account. At the present time, we are not making any
such deductions. We will deduct any withholding taxes required by law.
FUND EXPENSES
There are deductions from and expenses paid out of the assets of the various
funds, which are described in the attached fund prospectuses. We may enter into
certain arrangements under which we are reimbursed by the funds' advisors,
distributors and/or affiliates for the administrative service that we provide.
The Income Phase
If you want to receive regular income from your annuity, you can choose to
receive fixed and/or variable annuity payments under one of six options. You can
choose the month and year in which those payments begin. We call that date the
annuity date. Your annuity date must be the first day of a calendar month. Your
annuity date cannot be earlier than 5 years after you buy the contract.
You choose your annuity date and annuity option when you purchase your contract.
You can change either at any time before the annuity date provided you give us
30 days written notice. If you do not choose an annuity option, we will assume
that you selected Option B with 10 years of payments guaranteed.
Annuity payments must begin by the earlier of:
(1) The annuitant's 90th birthday or the 90th birthday of the oldest joint
annuitant;
(2) Your 90th birthday if you are not the annuitant or the 90th birthday
of the oldest joint owner; or
(3) The latest age permitted under state law.
We make annuity payments based on the age and sex of the annuitant under all
options except Option E. We may require proof of age and sex before annuity
payments begin.
At the annuity date, you have the same fund choices that you had in the
accumulation phase. You can choose
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whether payments will be fixed, variable, or a combination of both. If you do
not tell us otherwise, we will base your annuity payments on the investment
allocations that are in place on the annuity date. Therefore, any amounts in the
funds will be applied to a variable payout and any amounts in the Fixed Account
will be applied to a fixed payout.
If your contract value is less than $2,000 on the annuity date, we reserve the
right to pay you a lump sum rather than a series of annuity payments. If any
annuity payment is less than $100, we reserve the right to change the payment
basis to equivalent less frequent payments.
FIXED ANNUITY PAYMENTS
If you choose fixed payments, the payment amount will not vary. The payment
amount will depend upon the following 4 things:
. The value of your contract on the annuity date;
. The deduction of premium taxes, if applicable,
. The deduction of the annual contract maintenance charge, and
. The fixed annuity purchase rates listed in the contract.
VARIABLE ANNUITY PAYMENTS
If you choose variable payments, the payment amount will vary with the
investment performance of the funds. The first payment amount will depend on the
following 4 things:
. The value of your contract on the annuity date;
. The deduction of premium taxes, if applicable,
. The deduction of the annual contract maintenance charge, and
. The variable annuity purchase rates listed in the contract, in which
we assume a contractual effective annual rate of 4%.
Future variable payments will depend on the performance of the funds you
selected. If the actual performance exceeds the 4% assumed rate plus the
deductions for expenses, your annuity payments will increase. Similarly, if the
actual rate is less than 4% plus the amount of the deductions, your annuity
payments will decrease.
ANNUITY UNIT VALUE
In order to keep track of the value of your variable annuity payment, we use a
unit of measure called an annuity unit. We calculate the number of your annuity
units at the beginning of the income phase. During the income phase, the number
of annuity units will not change. However, the value of your annuity units will
change to reflect the investment performance of the funds you selected. The
Statement of Additional Information contains more information on how annuity
payments and annuity unit values are calculated.
ANNUITY OPTIONS
The following annuity options are available. After annuity payments begin, you
cannot change the annuity option or the frequency of annuity payments. In
addition, during the income phase we do not allow withdrawals.
Annuity Option A - Life Income. Under this option we make periodic payments as
long as the annuitant is alive. After the annuitant dies we stop making
payments.
Annuity Option B - Life Income with Period Certain. We will make periodic
payments for a guaranteed period, or as long as the annuitant lives, whichever
is longer. The guaranteed period may be 5, 10 or 20 years. If the beneficiary
chooses, he/she may elect a lump sum payment equal to the present value of the
remaining guaranteed annuity payments.
Annuity Option C - Joint and Last Survivor Payments. We will make periodic
payments during the joint lifetime of 2 annuitants. When one dies, we will
continue making these payments as if both annuitants were alive. We will not
make payments after both annuitants have died.
Annuity Option D - Joint and 2/3 Survivor Annuity. We will make periodic
payments during the joint lifetime of 2 annuitants. We will continue making
payments during the lifetime of the surviving annuitant. We will compute these
payments for the surviving annuitant on the basis of two-thirds of the annuity
payment (or Units) in effect during the joint lifetime. We will not make
payments after both annuitants have died.
Annuity Option E - Period Certain. We will make periodic payments for a
specified period. The specified period must be at least 5 years and cannot be
more than 30 years. In most states, if you do not want payments to continue for
the remainder of the specified period, you may elect to have an amount equal to
the present value
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of the remaining guaranteed annuity payments paid as a lump sum or applied to
another annuity option.
Annuity Option F - Special Income Settlement Agreement. We will pay you in
accordance with terms agreed upon in writing by both you and us.
Death Benefit
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PHASE
If you or the joint owner dies during the accumulation phase, we will pay a
death benefit to your primary beneficiary. If the joint owner dies, we will
treat the surviving joint owner, if any, as the primary beneficiary. We will
treat any other beneficiary designation on record at the time of death as a
contingent beneficiary unless you have changed it in writing.
Your beneficiary may request that the death benefit be paid under one of the
death benefit options. If the beneficiary is your spouse, he or she may elect to
become the owner of the contract at the then current contract value, which may
be less than the death benefit. If joint owners die simultaneously, the death
benefit will become payable.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PHASE
Before the date you or the oldest joint owner reaches age 75, the death benefit
during the accumulation phase will be the greater of:
(1) your purchase payments, less any withdrawals and any applicable
charges; or
(2) your contract value as of the business day we receive proof of death
and election of the payment method; or
(3) your contract value on the most recent 3 year contract anniversary,
plus any subsequent purchase payments, less any subsequent withdrawals
including any applicable charges.
After you or the oldest joint owner reaches age 75, the death benefit during the
accumulation period will be the greater of:
(1) the purchase payments, less any withdrawals and any applicable
charges; or
(2) your contract value as of the business day we receive proof of death
and election of the payment method; or
(3) your contract value on the most recent 3 year contract anniversary
prior to the owner or the oldest joint owner reaching age 75, plus any
subsequent purchase payments, less any subsequent withdrawals,
including any applicable charges.
If the contract is owned by a non-natural person, owner means annuitant for
purposes of determining the death benefit amount.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PHASE
A beneficiary who is not your surviving spouse must elect to receive the death
benefit under one of the following options, in the event you die during the
accumulation phase.
Option 1 - lump sum payment of the death benefit; or
Option 2 - the payment of the entire death benefit within 5 years of the date of
death; or
Option 3 - payment of the death benefit under an annuity option over the
lifetime of the beneficiary or over a period not extending beyond the life
expectancy of the beneficiary with distribution beginning within 1 year of the
date of your death or any joint owner.
Any portion of the death benefit not paid under Option 3 within 1 year of the
date of your death, must be distributed within 5 years of the date of death.
A beneficiary who is your surviving spouse 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, we will pay the amount within 7 days unless
we are required to suspend or delay payment. Payment to the beneficiary, in any
form other than a lump sum, may only be elected during the 60-day period
beginning with the date of receipt by us of proof of death.
DEATH OF CONTRACT OWNER DURING THE INCOME PHASE
If you or the joint owner dies during the income phase, but the annuitant is
still alive, we will pay the remaining
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payments under the annuity option elected at least as rapidly as under the
method of distribution in effect at the time of your death.
DEATH OF ANNUITANT
If the annuitant, who is not the owner or joint owner, dies during the
accumulation phase, you can name a new annuitant subject to the underwriting
rules we have in effect at the time. If you do not name an annuitant within 30
days of the death of the annuitant, you will become the annuitant. However, if
the owner is a non-natural person we will treat the death of the annuitant as
the death of the owner, and you may not name a new annuitant.
Upon the death of the annuitant on or after the annuity date, the death benefit,
if any, is as specified in the annuity option elected. We will pay death
benefits at least as rapidly as under the method of distribution in effect at
the annuitant's death.
Taxes
NOTE: We have prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice to any individual.
You should consult your own tax adviser about your own circumstances. We have
included in the Statement of Additional Information an additional discussion
regarding taxes.
ANNUITY CONTRACTS IN GENERAL
Annuity contracts are a means of setting aside money for future needs - usually
retirement. Congress recognized how important saving for retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.
Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity contract until you take the money out. This is
referred to as tax deferral. There are different rules as to how you are taxed
depending on how you take the money out and the type of contract - qualified or
non-qualified (see following sections).
You, as the owner of a non-qualified annuity, will generally not be taxed on
increases in the value of your contract until a distribution occurs - either as
a withdrawal or as annuity payments. When you make a withdrawal, you are taxed
on the amount of the withdrawal that is earnings. For annuity payments,
different rules apply. A portion of each annuity payment is treated as a partial
return of your purchase payments and is not taxed. The remaining portion of the
annuity payment is treated as ordinary income. How the annuity payment is
divided between taxable and non-taxable portions depends upon the period over
which the annuity payments are expected to be made. Annuity payments received
after you have recovered all of your purchase payments are fully ineludible in
income.
When a non-qualified contract is owned by a non-natural person (e.g.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.
QUALIFIED AND NON-QUALIFIED CONTRACTS
If you purchase the contract as an individual and not under any pension plan,
specially sponsored program or an individual retirement annuity, your contract
is referred to as a non-qualified contract.
If you purchase the contract under a pension plan, specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract. Examples of qualified plans are: Individual Retirement Annuities
(IRAs), and pension and profit-sharing plans, which include 401(k) plans and
H.R. 10 Plans.
WITHDRAWALS - NON-QUALIFIED CONTRACTS
If you take a withdrawal from your contract, the Code treats that withdrawal as
first coming from earnings and then from your purchase payments. The withdrawn
earnings are ineludible in income.
The Code also provides that any amount received under an annuity contract which
is included in income may be subject to a penalty. The amount of the penalty is
equal to 10% of the amount that is ineludible in income. Some withdrawals will
be exempt from the penalty. They include any amounts:
(1) paid on or after the taxpayer reaches age 59 1/2;
(2) paid after you die;
(3) paid if the taxpayer becomes totally disabled (as that term is defined
in the Code);
(4) paid in a series of substantially equal payments made annually (or
more frequently) for life or a period not exceeding life expectancy;
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(5) paid under an immediate annuity; or
(6) which come from purchase payments made before August 14, 1982.
WITHDRAWALS - QUALIFIED CONTRACTS
The above information describing the taxation of non-qualified contracts does
not apply to qualified contracts. There are special rules that govern the
taxation of qualified contracts. We have provided a more complete discussion in
the Statement of Additional Information.
Other Information
TERMINAL ILLNESS BENEFIT
In most states, you may elect a Terminal Illness Benefit. We will require proof
that you are terminally ill and not expected to live more than 12 months. This
proof will include certification by a licensed medical practitioner performing
within the scope of his/her license. You may not be the licensed medical
practitioner, nor can the medical practitioner be your parent, spouse or child.
We may also impose additional requirements.
We will determine the amount of payment when we receive your written request.
Prior to the date you or the joint owner reaches age 75, the Terminal Illness
Benefit is the greater of:
(1) your purchase payments, less any withdrawals and any applicable
charges; or
(2) your contract value; or
(3) your contract value on the most recent 3 year contract anniversary
plus any subsequent purchase payments less any subsequent withdrawals
and any applicable charges.
After you or the oldest joint owner reaches age 75, the Terminal Illness Benefit
will be the greater of:
(1) the purchase payments, less any withdrawals and any applicable
(2) charges; or
(3) your contract value; or
(4) your contract value on the most recent 3 year contract anniversary
prior to you, or the oldest joint owner reaching age 75, plus any
subsequent purchase payments less any subsequent withdrawals and any
applicable charges.
We will not apply a contingent deferred sales charge with respect to any
Terminal Illness Benefit. Payment of the Terminal Illness Benefit will terminate
the contract.
If joint owners are named, we will use the age of the oldest to determine the
Terminal Illness Benefit. If the contract is owned by a non-natural person, the
Terminal Illness Benefit applies to the annuitant.
PERFORMANCE
We may advertise certain performance-related information. This information
reflects historical performance and is not intended to indicate or predict the
future performance.
Standardized Total Returns. We will show standardized average annual total
returns for sub-accounts have been existence for more than one year. These
returns assume you made a single $1,000 payment at the beginning of the period
and withdrew the entire amount at the end of the period. The return reflects a
deduction for the contingent deferred sales charge, the annual contact
maintenance charge and all other sub-account, separate account and contract
level charges, except premium taxes, if any.
If a sub-account has been in existence for less than one year, we will show the
aggregate total return. This assumes you made a single $1,000 payment at the
beginning of the period and withdrew the entire amount at the end of the period.
The return reflects the change in unit value and a deduction of the contingent
deferred sales charge.
Nonstandard Total Returns. We will also show total returns based on historical
performance of the sub-accounts and underlying funds. We may assume the
contracts were in existence prior to January 23, 1996, which they were not.
Total return percentages include all fund level and separate account level
charges. They do not include a contingent deferred sales charge, contract
maintenance charge, or premium taxes, if any. If these charges were included,
returns would be less than those shown.
Total Returns compare the value of an accumulation unit at the beginning of a
period with the value of an accumulation unit at the end of the period.
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Average Annual Total Returns measure this performance over a period of time
greater than one year. Average annual total returns compare values over a given
period of time and express the percentage as an average annual rate.
Yield and Effective Yield.
We may also show yield and effective yield for the money fund over a seven-day
period, which we then "annualize". This means that when we calculate yield, we
assume that the amount of money the investment earns for the week is earned each
week over a 52-week period. We show this as a percentage of the investment. We
calculate the "effective yield" similarly, but when we annualize the amount, we
assume the income earned is re-invested. Therefore, the effective yield is
slightly higher that the yield because of the compounding effect.
Related Performance
Some of the funds available to you are similar to mutual funds offered in the
retail marketplace. These funds generally have the same investment objectives,
policies and portfolio managers as the retail mutual funds and usually were
formed after the retail mutual funds. While these funds generally have identical
investment objectives, policies and portfolio managers, they are separate and
distinct from retail mutual funds. In fact, performance of these funds may be
dramatically different from the performance of the retail mutual funds. This is
due to differences in the funds' sizes, dates shares of stocks are purchased and
sold, cash flows and expenses. You should remember that retail mutual fund
performance is not the performance of the funds available in this contract and
is not an indication of future performance of these funds.
YEAR 2000
Like other businesses and governments around the world, C.M. Life could be
adversely affected if the computer systems used by the company and those with
which it does business do not properly recognize the year 2000. This is commonly
known as the "Year 2000 issue".
In 1996, C.M. Life's parent company, MassMutual, began an enterprise-wide
process of identifying, evaluating and implementing changes to computer systems
and applications software to address the Year 2000 issue on its own behalf and
on behalf of certain subsidiaries, including C.M. Life. MassMutual is addressing
the Year 2000 issue internally with modifications to existing programs and
conversions to new programs. MassMutual is also seeking assurances from vendors,
customers, service providers, governments and others with which MassMutual and
C.M. Life conduct business, to determine their year 2000 readiness.
MassMutual has allocated a portion of the costs related to the year 2000 issue
to C.M. Life. The costs are currently being expensed, and when measured against
net gain from operations before dividends, are not material to C.M. Life.
DISTRIBUTORS
MML Distributors, LLC (MML Distributors) serves as principal underwriter for the
contracts. MML Investors Services, Inc. (MMLISI) serves as co-underwriter for
the contracts. Their purpose as underwriters is to distribute the contracts. MML
Distributors and MMLISI are wholly owned subsidiaries of MassMutual. Both are
located at 1414 Main Street, Springfield, Massachusetts 01144-1013.
We will pay commissions to broker-dealers who sell the contracts. Currently, we
pay an amount up to 7% of purchase payments. As an alternative, we may pay a
commission of 1.2% of contract values each contract year. We also may pay a
commission that is a combination of purchase payments and contract value. These
alternatives could exceed 7%.
ELECTRONIC TRANSMISSION OF APPLICATION INFORMATION
Upon agreement with a limited number of broker-dealers, we will accept
electronic data transmissions of application information. Our Annuity Service
Center will accept this information at the time the initial purchase payment is
transmitted by wire. Please contact your representative for more information.
ASSIGNMENT
You can assign the contract at any time during your lifetime. We will not be
bound by the assignment until we receive written notice of the assignment. We
will not be liable for any payment or other action we take in accordance with
the contract before we receive notice of the assignment. You may be subject to
tax consequences if you assign your contract.
If the contract is issued pursuant to a qualified plan, there may be limitations
on your ability to assign the contract. If you assign your contract, your rights
may only be exercised with the consent of the assignee of record. We require
consent of any irrevocable beneficiary before we assign proceeds.
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VOTING RIGHTS
We are the legal owner of the fund shares. However, when a fund solicits proxies
in conjunction with a vote of shareholders, it is required to obtain from you
and other owners, instructions as to how to vote those shares. When we receive
those instructions, we will vote all of the shares we own in proportion to those
instructions. This will also include any shares that we own on our own behalf.
If we determine that we are no longer required to comply with the above, we will
vote the shares in our own right.
During the accumulation phase of your contract and while the annuitant is
living, we determine the number of shares you may vote by dividing your contract
value in each fund, if any, by $100. Fractional shares are counted. During the
income phase or after the annuitant dies, we determine the number of shares you
may vote based on our liability for future variable monthly annuity payments.
SUBSTITUTION
We may be required to substitute another fund for one of the funds you have
selected. If we do this, we will receive prior approval from the Securities and
Exchange Commission. We will give you notice of our intent to do this.
SUSPENSION OF PAYMENTS OR TRANSFERS
We may be required to suspend or postpone payments for withdrawals or transfers
for any period when:
. the New York Stock Exchange is closed (other than customary weekend
and holiday closings); or
. trading on the New York Stock Exchange is restricted;
. an emergency exists as a result of which disposal of shares of the
funds is not reasonably practicable or we cannot reasonably value the
shares of the funds;
. during any other period when the Securities and Exchange Commission,
by order, so permits for your protection.
We reserve the right to defer payment for a withdrawal from The Fixed Account
for the period permitted by law but not for more than six months.
LEGAL PROCEEDINGS
We are currently not involved in any legal proceedings that might adversely
impact the contracts.
FINANCIAL STATEMENTS
We have included our financial statements and those of the Separate Account in
the Statement of Additional Information.
ADDITIONAL INFORMATION
For further information about the contract, you may obtain a Statement of
Additional Information. You can call the telephone number indicated on the cover
page or you can write to us. For your convenience we have included a form for
that purpose.
The Table of Contents of this statement as follows:
1. Company
2. Custodian
3. Assignment of Contract
4. Distribution
5. Purchase of Securities Being Offered
6. Accumulation Units and Unit Value
7. Transfers During the Income Phase
8. Payment of Death Benefit
9. Annuity Payments
10. Federal Tax Status
11. Performance Measures
12. Independent Accountants
13. Financial Statements
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To: C.M. Life Insurance Company
Annuity Products, H565
P.O. Box 9067
Springfield, Massachusetts 01102-9067
Please send me a Statement of Additional Information for C.M. Life's Panorama
Premier.
Name
---------------------------------------------------------
Address
---------------------------------------------------------
City State Zip
----------------- ----------------------- -------
Telephone
------------------------------------------------------
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APPENDIX A
CONDENSED FINANCIAL INFORMATION
The following schedules include accumulation unit values for the periods
indicated. This data has been extracted from the separate accounts financial
statements. This information should be read in conjunction with the separate
account's financial statements and related notes that are included in the
Statement of Additional Information.
ACCUMULATION UNIT VALUES
Sub-Account Dec 31, 1997 Dec, 31, 1996 1996(a)
- ----------- ------------ ------------- -------
Money 10.741883 10.342534 10.00
Bond 11.133260 10.333908 10.00
LifeSpan Diversified Income 11.648276 10.498529 10.00
Total Return 12.689528 10.831420 10.00
LifeSpan Balanced 12.401154 11.208195 10.00
LifeSpan Capitol Appreciation 12.970161 11.688219 10.00
Growth 14.655753 11.761149 10.00
International Equity 11.858034 11.123558 10.00
ACCUMULATION UNITS OUTSTANDING
Sub-Account Dec 31, 1997 Dec, 31, 1996
- ----------- ------------ -------------
Money 1,270,662 526,970
Bond 577,928 245,238
LifeSpan Diversified Income 750,520 250,228
Total Return 3,710,237 1,416,956
LifeSpan Balanced 1,882,142 990,137
LifeSpan Capitol Appreciation 1,988,330 910,038
Growth 3,900,882 1,258,381
International Equity 1,128,689 320,578
(a) Commencement of public offering was January 23, 1996.
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PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
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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
________, 1999
This is not a prospectus. This Statement of Additional Information should be
read in conjunction with the prospectus dated _____, 1999, for the individual
variable deferred annuity contracts with flexible purchase payments which are
referred to herein.
For a copy of the prospectus call 1-800-569-6576 or write to: C.M. Life
Insurance Company, Panorama Premier, Annuity Service Center, H565, P.O. Box
9067, Springfield, MA 01102-9067.
TABLE OF CONTENTS
Company.......................................................................
Custodian.....................................................................
Assignment of Contract........................................................
Distribution..................................................................
Purchase of Securities Being Offered..........................................
Accumulation Units and Unit Value.............................................
Transfers During The Income Phase.............................................
Payment of Death Benefit......................................................
Annuity Payments..............................................................
Federal Tax Status............................................................
Performance Measures .........................................................
Independent Accountants.......................................................
Financial Statements...............................................final pages
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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, accident, and health insurance business in all states, the
District of Columbia, Puerto Rico and certain provinces of Canada. MassMutual
had estimated unconsolidated statutory assets in excess of $57 billion, and
estimated total assets under management in excess of $152 billion as of December
31, 1997.
CUSTODIAN
The shares of the underlying funds purchased by the sub-accounts are held by the
Company as custodian of C.M. Multi-Account A ("the separate account").
ASSIGNMENT OF CONTRACT
The Company 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 Company receives the original or a true copy thereof at
its Home Office. The Company 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 the Company at its annuity service center. 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, the Company 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, the Company 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
(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 the Company, 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.
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DISTRIBUTION
MML Distributors, LLC ("MML Distributors"), is the principal underwriter of the
contracts. MML Investors Services, Inc. ("MMLISI") serves 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 MassMutual and affiliates of the 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 1997 was $98,000. No
compensation was paid to MML Distributors in 1997. Commissions will be paid
through MMLISI and MML Distributors to agents and selling brokers for selling
the Contracts. During 1997 and 1996, commission payments amounted to $3,070,825
and $1,780,825 respectively.
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.
PURCHASE OF SECURITIES BEING OFFERED
The Company sells interests in the separate account to contract owners as
accumulation units. Charges associated with such securities are discussed in the
Expenses section of the prospectus. Any special purchase plan or exchange
- --------
program offered by this contract is mentioned in prospectus. See the Contingent
----------
Deferred Sales Charge section of the prospectus for a discussion of instances
- ---------------------
when the Company will waive contingent deferred sales charges.
ACCUMULATION UNITS AND UNIT VALUE
During the accumulation phase, 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 business day
during which the transaction is received at the annuity service center.
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 day in which the New York Stock Exchange is open for business
("business day") by multiplying the accumulation unit value for the immediately
preceding business day by the net investment factor for the sub-account for the
current business day.
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 business day; 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 business
day; 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
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the sub-account.
B is the net asset value per share of the funding vehicle or portfolio held by
the sub-account for the immediately preceding business day.
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 business day to
business day.
TRANSFERS DURING THE INCOME PHASE
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
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.
See the Transfers During the Income Phase section in the prospectus for more
information about transfers during the income phase.
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.
The beneficiary designation in effect on the date we issue the contract 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.
You may name an irrevocable beneficiary(ies). 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.
See the Death Benefit section in the prospectus for more information on death
benefits.
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ANNUITY PAYMENTS
A variable annuity payment 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.
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.
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 business day is multiplied by the
value of the annuity unit for the sub-account for the immediately preceding
business day.
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 business day. The assumed
investment rate is based on an effective annual rate of 4%.
The value of an annuity unit may increase or decrease from business day to
business day. See the Income Phase section in the prospectus for more
information.
FEDERAL TAX STATUS
General
Note: The following description is based upon the Company's understanding of
current federal income tax law applicable to annuities in general. The Company
cannot predict the probability that any changes in such laws will be made.
Purchasers are cautioned to seek competent tax advice regarding the possibility
of such changes. The Company does not guarantee the tax status of the contracts.
Purchasers bear the complete risk that the contracts may not be treated as
"annuity contracts" under federal income tax laws. It should be further
understood that the following discussion is not exhaustive and that special
rules not described herein may be applicable in certain situations. Moreover, no
attempt has been made to consider any applicable state or other tax laws.
5
<PAGE>
Section 72 of the Code governs taxation of annuities in general. An 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 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 or refund feature) bears
to the expected return under the contract. The exclusion amount for payments
based on a variable annuity option is determined by dividing the cost basis of
the contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid. Payments received after
the investment in the contract has been recovered (i.e. when the total of the
excludable amount equals 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. 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 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 fifty-five percent (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 investment portfolios underlying the contracts will
be managed in such a manner as to comply with these diversification
requirements.
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which owner control of the
investments of the separate account will cause the owner to be treated as
6
<PAGE>
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 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 owner's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the owner to be considered as the owner of the assets of the separate
account resulting in the imposition of federal income tax to the owner with
respect to earnings allocable to the contract prior to receipt of payments under
the contract.
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the 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. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.
Contracts Owned by Other than Natural Persons
Under Section 72(u) of the Code, the investment earnings on premiums for the
contracts will be taxed currently to the owner if the owner is a non-natural
person, e.g., a corporation or certain other entities. Such contracts generally
will not be treated as annuities for federal income tax purposes. However, this
treatment is not applied to a contract held by a trust or other entity as an
agent for a natural person nor to contracts held by qualified plans. Purchasers
should consult their own tax counsel or other tax adviser before purchasing a
contract to be owned by a non-natural person.
Tax Treatment of Assignments
An assignment or pledge of a contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their contracts.
Income Tax Withholding
All distributions or the portion thereof which is includible in the gross income
of the owner are subject to federal income tax withholding. Generally, amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 of the Code, which are not directly rolled over to another
eligible retirement plan or individual retirement account or individual
retirement annuity, are subject to a mandatory 20% withholding for federal
income tax. The 20% withholding requirement generally does not apply to: a) a
series of substantially equal payments made at least annually for the life or
life expectancy of the participant or joint and last survivor expectancy of the
participant and a designated beneficiary or for a specified period of 10 years
or more; or b) distributions which are required minimum distributions; or c) the
7
<PAGE>
portion of the distributions not includible in gross income (i.e. returns of
after-tax contributions). The 20% withholding requirement also does not apply to
hardship distributions from a 401(k) plan made after December 31, 1998.
Participants should consult their own tax counsel or other tax adviser regarding
withholding requirements.
Tax Treatment of Withdrawals - Non-Qualified Contracts
Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments made, any amount withdrawn will be treated as coming first from the
earnings and then, only after the income portion is exhausted, as coming from
the principal. Withdrawn earnings are includible in gross income. It further
provides that a ten percent (10%) penalty will apply to the income portion of
any premature 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
owner; (c) if the taxpayer is totally disabled (for this purpose disability is
as defined in Section 72(m)(7) of the Code); (d) in a series of substantially
equal periodic payments made not less frequently than annually for the life (or
life expectancy) of the taxpayer or for the joint lives (or joint life
expectancies) of the taxpayer and his or her beneficiary; (e) under an immediate
annuity; or (f) which are allocable to purchase payments made prior to August
14, 1982.
With respect to (d) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% tax penalty), but for the exception, plus interest for the tax
years in which the exception was used.
The above information does not apply to qualified contracts. However, separate
tax withdrawal penalties and restrictions may apply to such qualified contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Qualified Plans
The contracts offered herein 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. 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 Company's administrative procedures. Owners, participants
and beneficiaries are responsible for determining that contributions,
distributions and other transactions with respect to the contracts comply with
applicable law. Following are general descriptions of the types of qualified
plans with which the contracts may be used. Such descriptions are not exhaustive
and are for general informational purposes only. The tax rules regarding
qualified plans are very complex and will have differing applications depending
on individual facts and circumstances. Each purchaser should obtain competent
tax advice prior to purchasing a contract issued under a qualified plan.
Contracts issued pursuant to qualified plans include special provisions
restricting contract provisions that may otherwise be available as described
herein. Generally, contracts issued pursuant to qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from qualified contracts. (See "Tax
Treatment of Withdrawals - Qualified Contracts" below.)
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The contracts sold by the Company in connection with
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.
8
<PAGE>
a. H.R. 10 Plans
Section 401 of the Code permits self-employed individuals to establish qualified
plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" plans. Contributions made to the plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan. The tax consequences to participants may vary depending upon the
particular plan design. However, the Code places limitations and restrictions on
all plans including on such items as: amount of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
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.
b. Individual Retirement Annuities
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Under certain conditions, distributions from other IRAs and other Qualified
Plans may be rolled over or transferred on a tax-deferred basis into an IRA.
Sales of contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational disclosure be
given to persons desiring to establish an IRA. Purchasers of contracts to be
qualified as Individual Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.
Roth IRAs
Section 408A of the Code provides that beginning in 1998, individuals may
purchase a new type of non-deductible IRA, known as a Roth IRA. Purchase
payments for a Roth IRA are limited to a maximum of $2,000 per year. Lower
maximum limitations apply to individuals with adjusted gross incomes between
$95,000 and $110,000 in the case of single taxpayers, between $150,000 and
$160,000 in the case of married taxpayers filing joint returns, and between $0
and $10,000 in the case of married taxpayers filing separately. An overall
$2,000 annual limitation continues to apply to all of a taxpayer's IRA
contributions, including Roth IRA and non-Roth IRAs.
Qualified distributions from Roth IRAs are free from federal income tax. A
qualified distribution requires that an individual has held the Roth IRA for at
least five years and, in addition, that the distribution is made either after
the individual reaches age 59 1/2, on the individual's death or disability, or
as a qualified first-time home purchase, subject to a $10,000 lifetime maximum,
for the individual, a spouse, child, grandchild, or ancestor. Any distribution
which is not a qualified distribution is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions exceed the amount of
contributions to the Roth IRA. The 10% penalty tax and the regular IRA
exceptions to the 10% penalty tax apply to taxable distributions from a Roth
IRA.
Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore,
an individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or a
previously deductible IRA contribution. However, for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year period beginning
with tax year 1998.
Purchasers of contracts to be qualified as a Roth IRA should obtain competent
tax advice as to the tax treatment and suitability of such an investment.
9
<PAGE>
c. Corporate Pension and Profit-Sharing Plans
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the contracts to provide benefits under the plan.
Contributions to the plan for the benefit of employees will not be includible in
the gross income of the employees until distributed from the plan. The tax
consequences to participants may vary depending upon the particular plan design.
However, the Code places limitations and restrictions on all Plans including on
such items as: amount of allowable contributions; form, manner and timing of
distributions; transferability of benefits; vesting and nonforfeitability of
interests; nondiscrimination in eligibility and participation; and the tax
treatment of distributions, withdrawals and surrenders. (See "Tax Treatment of
Withdrawals - Qualified Contracts" below.) Purchasers of contracts for use with
Corporate Pension or Profit Sharing Plans should obtain competent tax advice as
to the tax treatment and suitability of such an investment.
Tax Treatment of Withdrawals - Qualified Contracts
In the case of a withdrawal under a qualified contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a qualified
contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate Pension and
Profit-Sharing Plans), and 408 (Individual Retirement Annuities) and 408A (Roth
IRAs). 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
owner or annuitant (as applicable) reaches age 59 1/2; (b) distributions
following the death or disability of the 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 owner or annuitant (as applicable) or the joint lives
(or joint life expectancies) of such owner or annuitant (as applicable) and his
or her designated beneficiary; (d) distributions to an owner or annuitant (as
applicable) who has separated from service after he has attained age 55; (e)
distributions made to the 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 Owner or Annuitant (as applicable) for amounts paid during
the taxable year for medical care; (f) distributions made to an alternate payee
pursuant to a qualified domestic relations order; (g) distributions from an
Individual Retirement Annuity for the purchase of medical insurance (as
described in Section 213(d)(1)(D) of the Code) for the owner or annuitant (as
applicable) and his or her spouse and dependents if the owner or annuitant (as
applicable) has received unemployment compensation for at least 12 weeks (this
exception will no longer apply after the owner or annuitant (as applicable) has
been re-employed for at least 60 days); (h) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) to the extent
such distributions do not exceed the qualified higher education expenses (as
defined in Section 72(t)(7) of the Code) of the owner or annuitant (as
applicable) for the taxable year; and (i) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8)of
the Code.) 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.
With respect to (c) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the exception, plus interest for the tax
years in which the exception was used.
Generally, distributions from a qualified plan must begin no later than April
1st of the calendar year following the later of (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to an Individual Retirement
Annuity. Required distributions do not apply to a Roth IRA during the lifetime
of the Owner. 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
10
<PAGE>
beneficiary. If the required minimum distributions are not made, a 50% penalty
tax is imposed as to the amount not distributed.
Section 457 Deferred Compensation ("Section 457") Plans
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 compensation. The amount deferred, and accrued income
thereon, will not be taxable until it is 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 generally one-third of the employee's includible compensation, up to $8,000
(in 1998). Includible compensation means earnings for services rendered to the
employer which are includible in the employee" gross income, excluding the
contributions under the Section 457 plan or a Tax-Sheltered Annuity. Certain
catch-up deferrals are permitted during the last three (3) years before an
employee attains normal retirement age. The contract purchased is issued to the
employer, and the employee has no rights or vested interest in the contract. All
contract value must be held for the exclusive benefit of the employee, and
payments can only be made in accordance with Section 457 plan provisions.
Presently, tax-free transfers of assets in a section 457 plan can only be made
to another section 457 plan in certain limited cases.
Purchasers of contracts for use with Section 457 plans should obtain competent
tax advice as to the tax treatment and suitability of such an investment.
PERFORMANCE MEASURES
We may advertise certain performance-related information. This information
reflects historical performance and is not intended to indicate or predict
future performance.
Standardized Average Annual Total Return
----------------------------------------
We will show standardized average annual total returns for each sub-account that
has been in existence for more than one year. These returns assume you made a
single $1,000 payment at the beginning of the period and withdrew the entire
amount at the end of the period. The return 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.
If a sub-account has been in existence for less than one year, we will show the
aggregate total return. This assumes you made a single $1,000 payment at the
beginning of the period and withdrew the entire amount at the end of the period.
The return reflects the change in unit value and a deduction of the contingent
deferred sales charge.
The following tables show the standardized average annual total return for the
sub-accounts for the period ended December 31, 1997.
1 Year Since Inception*
------ ----------------
Growth Sub-Account 17.28% 18.90%
Total Return Sub-Account 9.19% 9.32%
Oppenheimer Bond Sub-Account 0.78% 2.59%
Oppenheimer Money Sub-Account -2.79% 0.72%
International Equity Sub-Account -0.30% 6.16%
LifeSpan Capital Appreciation Sub-Account 3.58% 11.22%
LifeSpan Balanced Sub-Account 3.01% 8.30%
LifeSpan Diversified Income Sub-Account 3.62% 4.94%
*Inception of the Contract was January 23, 1996
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<PAGE>
Non-Standardized Total Returns
------------------------------
We will also show total returns based on historical performance of the
sub-accounts and underlying funds. We may assume the contracts were in existence
prior to January 23, 1996, which they were not. Total return percentages include
all fund level and separate account level charges. They do not include a
contingent deferred sales charge, contract maintenance charge, or premium taxes,
if any. If these charges were included, returns would be less than those shown.
Total Returns compare the value of an accumulation unit at the beginning of a
period with the value of an accumulation unit at the end of the period.
Average Annual Total Returns measure this performance over a period of time
greater than one year. Average annual total returns compare values over a given
period of time and express the percentage as an average annual rate.
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.
Non-Standardized Average Annual Total Return
--------------------------------------------
For Periods Ending 12/31/97
---------------------------
<TABLE>
<CAPTION>
Portfolio (Inception) 1 Year 3 Years 5 Years 10 Years Since Inception
- --------------------- ------ ------- ------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Growth (1/21/82)....................................... 24.61% 25.68% 18.48% 17.01% 16.69%
Total Return (9/30/82)................................. 17.15% 15.95% 11.68% 12.22% 12.26%
Oppenheimer Bond (4/3/85).............................. 7.74% 8.70% 6.72% 7.89% 8.22%
Oppenheimer Money (4/3/85)*............................ 3.86% 3.97% 3.24% 4.31% 4.45%
International Equity (5/13/92)......................... 6.60% 9.07% 9.22% N/A 7.14%
LifeSpan Capital Appreciation (9/1/95)................. 10.97% N/A N/A N/A 14.45%
LifeSpan Balanced (9/1/95)............................ 10.64% N/A N/A N/A 12.12%
LifeSpan Diversified Income (9/1/95)................... 10.95% N/A N/A N/A 9.30%
</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.
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) compared to
indices; (c) tracked by other ratings services, companies, publications or
persons who rank separate accounts or other investment products on overall
performance or other criteria; and (d) 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.
We may also show yield and effective yield for the Money Sub-Account over a
seven-day period, which we then "annualize". This means that when we calculate
yield, we assume that the amount of money the investment earns for the week is
earned each week over a 52-week period. We show this as a percentage of the
investment. We calculate the "effective yield" similarly but when we annualize
the amount, we assume the income earned is re-invested. Therefore, the effective
yield is slightly higher than the yield because of the compounding effect.
These figures reflect a deduction for all fund, separate account and contract
level charges assuming the contract remains inforce. The figures do not reflect
the contingent deferred sales charge or premium tax deductions (if any), which
if included would reduce the percentages reported.
12
<PAGE>
The 7-Day Yield and Effective Yield for the Money Sub-Account for the period
ended December 31, 1997 are as follows:
Before Annual Maintenance Charge After Annual Maintenance Charge
(Annual Maintenance Charge is 0.086%)
7-Day Yield................3.09% 7-Yield....................3.00%
7-Day Effective Yield......3.13% 7-Day Effective Yield......3.05%
The performance figures discussed above reflect historical results of the funds
and are not intended to indicate or to predict future performance.
PANORAMA PREMIER HYPOTHETICAL PROJECTIONS
GROWTH
------
$50,000 purchase payment made December 31, 1987
Values prior to current Non-Standardized
year's purchase payment -----------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- --------------------------------------------------------------------------------
12/31/88 $50,000 $56,405 12.81% 12.81%
12/31/89 $50,000 $75,509 33.87% 22.89%
12/31/90 $50,000 $68,544 -9.22% 11.09%
12/31/91 $50,000 $92,928 35.58% 16.76%
12/31/92 $50,000 $102,862 10.69% 15.52%
12/31/93 $50,000 $123,045 19.62% 16.19%
12/31/94 $50,000 $120,959 -1.70% 13.45%
12/31/95 $50,000 $164,107 35.67% 16.02%
12/31/96 $50,000 $192,703 17.42% 16.17%
12/31/97 $50,000 $240,130 24.61% 16.99%
TOTAL RETURN
------------
$50,000 purchase payment made December 31, 1987
Values prior to current Non-Standardized
year's purchase payment -----------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- --------------------------------------------------------------------------------
12/31/88 $50,000 $55,013 10.03% 10.03%
12/31/89 $50,000 $66,689 21.22% 15.49%
12/31/90 $50,000 $66,057 -0.95% 9.73%
12/31/91 $50,000 $83,864 26.96% 13.80%
12/31/92 $50,000 $90,953 8.45% 12.71%
12/31/93 $50,000 $104,289 14.66% 13.03%
12/31/94 $50,000 $101,354 -2.81% 10.62%
12/31/95 $50,000 $124,478 22.82% 12.08%
12/31/96 $50,000 $134,866 8.35% 11.66%
12/31/97 $50,000 $158,002 17.15% 12.19%
13
<PAGE>
PANORAMA PREMIER HYPOTHETICAL PROJECTIONS
OPPENHEIMER BOND
----------------
$50,000 purchase payment made December 31, 1987
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/88 $50,000 $53,592 7.18% 7.18%
12/31/89 $50,000 $59,736 11.46% 9.30%
12/31/90 $50,000 $63,403 6.14% 8.24%
12/31/91 $50,000 $73,391 15.75% 10.07%
12/31/92 $50,000 $76,975 4.88% 9.01%
12/31/93 $50,000 $85,774 11.43% 9.41%
12/31/94 $50,000 $82,916 -3.33% 7.49%
12/31/95 $50,000 $95,634 15.34% 8.44%
12/31/96 $50,000 $98,786 3.30% 7.86%
12/31/97 $50,000 $106,427 7.74% 7.85%
OPPENHEIMER MONEY
-----------------
$50,000 purchase payment made December 31, 1987
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/88 $50,000 $52,705 5.41% 5.41%
12/31/89 $50,000 $56,800 7.77% 6.58%
12/31/90 $50,000 $60,487 6.49% 6.55%
12/31/91 $50,000 $63,302 4.65% 6.07%
12/31/92 $50,000 $64,836 2.42% 5.33%
12/31/93 $50,000 $65,948 1.71% 4.72%
12/31/94 $50,000 $67,604 2.51% 4.40%
12/31/95 $50,000 $70,406 4.15% 4.37%
12/31/96 $50,000 $73,087 3.81% 4.31%
12/31/97 $50,000 $75,880 3.82% 4.26%
14
<PAGE>
PANORAMA PREMIER HYPOTHETICAL PROJECTIONS
INTERNATIONAL EQUITY
--------------------
$50,000 purchase payment made December 31, 1992
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/93 $50,000 $60,075 20.15% 20.15%
12/31/94 $50,000 $59,836 -0.40% 9.39%
12/31/95 $50,000 $65,224 9.00% 9.26%
12/31/96 $50,000 $72,760 11.55% 9.83%
12/31/97 $50,000 $77,534 6.56% 9.17%
LIFESPAN CAPITAL APPRECIATION
-----------------------------
$50,000 purchase payment made December 31, 1995
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/96 $50,000 $57,904 15.81% 15.81%
12/31/97 $50,000 $64,224 10.92% 13.34%
LIFESPAN BALANCED
-----------------
$50,000 purchase payment made December 31, 1995
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/96 $50,000 $55,809 11.62% 11.62%
12/31/97 $50,000 $61,719 10.59% 11.10%
LIFESPAN DIVERSIFIED INCOME
---------------------------
$50,000 purchase payment made December 31, 1995
Values prior to current Non-Standardized
year's purchase payment --------------------------------
----------------------- One Average
Year Annual
Cumulative Accumulated Total Total
Date Payments Value Return Return
- -----------------------------------------------------------------------------
12/31/96 $50,000 $52,587 5.17% 5.17%
12/31/97 $50,000 $58,316 10.89% 8.00%
15
<PAGE>
INDEPENDENT ACCOUNTANTS
The audited financial statements of the Panorama Premier segment of C.M.
Multi-Account A included in this Statement of Additional Information have been
so included in reliance on the report of Coopers & Lybrand L.L.P., Springfield,
Massachusetts, independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The audited statements of statutory financial position of C.M. Life Insurance
Company as of December 31, 1997 and 1996 and the related statutory statements of
income, changes in capital stock and surplus and cash flows for each of the
years in the two year period ended December 31, 1997 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 statutory statements of income, changes in capital stock and surplus and
cash flows of C.M. Life Insurance Company for the year ended December 31, 1995
included in this registration statement have been audited by Arthur Andersen
LLP, Hartford, Connecticut, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
16
<PAGE>
PART C
OTHER INFORMATION
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, 1997 Statement of Operations for the year ended
December 31, 1997
Statement of Changes in Net Assets for the years
ended December 31, 1997 and for the period January
23, 1996 through December 31, 1996
Notes to Financial Statements
The Depositor
-------------
Reports of Independent Accountants
Statutory Statements of Financial Position as of December 31, 1997
and 1996
Statutory Statements of Income for the years ended December 31, 1997,
1996 and 1995
Statutory Statements of Changes in Capital Stock and
Surplus for the years ended December 31, 1997, 1996 and 1995
Statutory Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995
Notes to Statutory Financial Statements
(b) EXHIBITS
Exhibit 1 Resolution of Board of Directors of the Company authorizing
the establishment of the Separate Account.6
Exhibit 2 Not Applicable.
Exhibit 3 (i) Principal Underwriting Agreement.1
(ii) Broker/Dealer Agreement. 1
(iii) Form of Producer's Agreement. 1
(iv) Underwriting and Servicing Agreement. 1
Exhibit 4 Individual Variable Deferred Annuity Contract. 1
Exhibit 5 Application Form. 1
Exhibit 6 (i) Copy of Articles of Incorporation of the Company.2
(ii) Copy of the Bylaws of the Company. 2
17
<PAGE>
Exhibit 7 Not Applicable.
Exhibit 8 (a) Participation Agreement with Oppenheimer Variable
Account Funds.4
(b) Form of Participation Agreement with Panorama Series
Fund, Inc.4
(c) Participation Agreement with T. Rowe Price Equity
Series, Inc.7
(d) Participation Agreement with American Century Variable
Portfolios8
(f) Participation Agreement with Fidelity Variable
Insurance Products Fund II 7
Exhibit 9 Opinion of and Consent of Counsel. 9
Exhibit 10 (i) Consent of Coopers & Lybrand L.L.P., Independent
Accountants. [To be Filed]
(ii) Powers of Attorney.3
(iii) Powers of Attorney for Isadore Jermyn, James Miller,
Edward M. Kline, and John Miller, Jr.9
Exhibit 11 Not Applicable.
Exhibit 12 Not Applicable.
Exhibit 13 Form of Schedule of Computation of Performance.5
Exhibit 14 Not Applicable.
/1/ Incorporated by reference to Registrant's Form N-4 filed on
August 9, 1995
/2/ Incorporated by reference to Post Effective Amendment No. 3 to
Registration Statement File No. 33-91072
/3/ Incorporated by reference to Post Effective Amendment No. 4 to
Registration No. 333-2347
/4/ Incorporated by reference to Registration Statement File No.
333-22557, filed on February 28, 1997.
/5/ Incorporated by reference to Post Effective Amendment No. 2 to
Registration Statement No. 33-61679
/6/ Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement No. 33-61679
/7/ Incorporated by reference to the October 20, 1998 Initial
Registration Statement Filed on Form S-6 for Registration
Statement No. 333-65887
/8/ Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-41667 filed on March 19, 1998.
/9/ Filed Herewith
18
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
C.M. LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, POSITION and BUSINESS ADDRESS PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Lawrence V. Burkett, Jr., Director, President and Chief C.M. Life
Executive Officer Director, President and Chief Executive Officer (since 1996)
1295 State Street MassMutual
Springfield, MA 01111 Executive Vice President and General Counsel (since 1993)
Senior Vice President and Deputy General Counsel (1992-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
John B. Davies, Director C.M. Life
1295 State Street Director (since 1996)
Springfield, MA 01111 MassMutual
Executive Vice President (since 1994)
Associate Executive Vice President (1994-1994)
General Agent (1982-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Isadore Jermyn, Director and Senior Vice President and Actuary C.M. Life
1295 State Street Director (since 1998); Senior Vice President and Actuary
Springfield, MA 01111 (since 1996)
MassMutual
Senior Vice President and Actuary (since 1995)
Vice President and Actuary (1980-1995)
- ------------------------------------------------------------------------------------------------------------------------------------
James E. Miller, Director and Senior Vice President-Life C.M. Life
Operations Director and Senior Vice President-Life Operations (since
140 Garden Street 1998)
Hartford, CT 06154 MassMutual
Executive Vice President (since 1997 and 1987-1996)
UniCare Life & Health
Senior Vice President (1996-1997)
- ------------------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese, Director and Senior C.M. Life
Vice President-Investments Director and Senior Vice President-Investments (since 1996)
1295 State Street MassMutual
Springfield, MA 01111 Chief Executive Director-Investment Management (since 1997)
Senior Vice President (1993-1997)
Aetna Life and Casualty and Affiliates
Investment Manager (1979-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS (other than those who are also Directors):
- -------------------------------------------------------------------------------------------------------
<S> <C>
Anne Melissa Dowling C.M. Life
140 Garden Street Senior Vice President-Large Corporate Marketing (since 1996)
Hartford, CT 06154 MassMutual
Senior Vice President (since 1996)
Connecticut Mutual Life Insurance Company
Chief Investment Officer (1994-1996)
Travelers Insurance Co.
Senior Vice President-International (1987-1993)
- -------------------------------------------------------------------------------------------------------
Maureen R. Ford C.M. Life
140 Garden Street Senior Vice President-Annuity Marketing (since 1996)
Hartford, CT 06154 MassMutual
Senior Vice President (since 1996)
Connecticut Mutual Life Insurance Company
Marketing Officer (1989-1996)
- -------------------------------------------------------------------------------------------------------
Edward M. Kline C.M. Life
1295 State Street Treasurer (since 1997)
Springfield, MA 01111 MassMutual
Vice President (since 1989) and Treasurer (since 1997)
- -------------------------------------------------------------------------------------------------------
Ann F. Lomeli C.M. Life
1295 State Street Secretary (since 1988)
Springfield, MA 01111 MassMutual
Vice President, Secretary and Associate General Counsel (since 1998)
Vice President, Associate Secretary and Associate General Counsel
(1996-1998)
Connecticut Mutual Life Insurance Company
Corporate Secretary and Counsel (1988-1996)
- -------------------------------------------------------------------------------------------------------
</TABLE>
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
The following entities are, or may be deemed to be, controlled by MassMutual
through the direct or indirect
20
<PAGE>
ownership of such entities' stock.
1. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.
2. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
3. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
4. MML Bay State Life Insurance Company, a Connecticut life and health
insurer, all the stock of which is owned by MassMutual.
5. 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 herein.
6. MassMutual Holding Company, a Delaware holding company, all the stock of
which is owned by MassMutual.
7. MassMutual of Ireland, Limited., 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.
8. 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.
9. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares are owned by
MassMutual.
10. 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.
11. MML Investors Services, Inc., registered broker-dealer incorporated in
Massachusetts, MassMutual Holding Company owns 86% of the capital stock and
F.R. Phelps & Co., Inc. owns 14% of the capital stock of MML Investors
Services, Inc.
12. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for MassMutual positions in investment entities organized
outside the United States. MassMutual Holding Company owns all the
outstanding shares of MassMutual Holding MSC, Inc.
13. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual investment subsidiaries. MassMutual
Holding Company owns all the outstanding shares of MassMutual Holding Trust
I.
14. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual investment subsidiaries.
MassMutual Holding Company owns all the outstanding shares of MassMutual
Holding Trust II.
15. 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.
16. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.
21
<PAGE>
17. MML Securities Corporation, a "Massachusetts Securities Corporation", all
of the stock of which is owned by MML Investors Services, Inc.
18. DISA 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.
19. 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.
20. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, and is controlled by MML
Insurance Agency, Inc.
21. 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.
22. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio and operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. through a voting trust agreement.
23. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas and operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. through an irrevocable proxy arrangement.
24. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operated a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. each owns 99% of the outstanding
shares.
25. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 93% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.
26. MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.
27. 9048-5434 Quebec, Inc., a Quebec corporation, which operates as the owner
of hotel property in Montreal, Quebec, Canada. MassMutual Holdings MSC,
Inc. owns all the shares of 9048-5434 Quebec, Inc.
28. 1279342 Ontario Limited, an Ontario corporation, which operates as the
owner of hotel property in Ontario, Canada. MassMutual Holding MSC, Inc.
owns all of the shares of 1279342 Ontario Limited.
29. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company. MassMutual Holding Trust I owns approximately 98.7% of the
capital stock of Antares.
30. 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.
31. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.
32. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which serves
as a holding company for David L. Babson and Company, Incorporated.
MassMutual Holding Trust I owns 83.7% of the outstanding capital stock of
DLB.
33. 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.
22
<PAGE>
34. David L. Babson and Company, Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by DLB.
35. 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.
36. 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.
37. 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.
38. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by Oppenheimer Acquisition
Corporation.
39. 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.
40. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.
41. MultiSource Service, Inc., a Colorado corporation that operates as a
clearing broker, 80% of the stock of which is owned by OppenheimerFunds,
Inc.
42. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.
43. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.
44. Oppenheimer Real Asset Management, Inc., a commodity pool operator
incorporated in Delaware, all the stock of which is owned by
OppenheimerFunds, Inc.
45. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.
46. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.
47. Centennial Capital Corporation, a Delaware corporation that formerly
sponsor a unit investment trust. Centennial Asset Management Corporation
owns all the outstanding shares of Centennial Capital Corporation.
48. 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.
49. 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.
50. 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.
51. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized bond
23
<PAGE>
obligations. MassMutual Holding Trust II owns all the outstanding stock of
CM International, Inc.
52. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.
53. 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.
54. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO LLC, MassMutual High Yield Partners LLC and other
MassMutual investments. MassMutual Holding Trust II owns all the
outstanding stock of MMHC Investment, Inc.
55. 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.
56. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding Trust
II.
57. 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.
58. MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
LLC Manager of MassMutual/Darby CBO LLC MMHC Investment, Inc. owns 50% of
the capital stock of this company.
59. MassMutual/Darby CBO LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. MassMutual holds 1.79%, MMHC Investment holds
44.91% and MassMutual High Yield Partners LLC holds 2.39% of the ownership
interest in this company.
60. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.
61. 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.
62. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.
63. MassMutual Internacional (Argentina) S.A., an Argentine corporation, which
operates as a holding company. MassMutual International Inc. owns 99.9% of
the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.
64. 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 0.1%
of the shares.
65. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.
66. MassMutual International (Luxembourg) S.A. a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99.9%
of the outstanding shares and MassMutual Holding Company owns the remaining
0.1% of the shares.
24
<PAGE>
67. MassLife Seguros de Vida S.A., a life insurance company incorporated in
Argentina. MassMutual International Inc. owns 99.9% of the outstanding
capital stock of MassLife Seguros de Vida S.A.
68. MassMutual Services, S.A., an Argentine corporation, which operates as a
service company. MassMutual Internacional (Argentina) S.A. owns 99.9% of
the outstanding shares and MassMutual International, Inc. own 0.1% of the
shares.
69. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual Internacional (Chile S.A.) owns 33.5% of the outstanding capital
stock of Mass Seguros de Vida S.A.
70. 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.
71. Compania Seguros de Vida Corp, S.A., a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company.
72. Oppenheimer Series Fund Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own a
majority of the outstanding shares issued by the fund.
73. 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.
74. The DLB Fund Group, an open-end management investment company, advised by
David L. Babson and Company Incorporated. MassMutual owns at least 25% of
each series.
MassMutual acts as the investment adviser to each of the following investment
companies and as such may be deemed to control them.
1. 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.
2. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.
3. MassMutual Corporate Value Partners, Limited, a Cayman Islands corporation
that operates as a high-yield bond fund. MassMutual Corporate Value Limited
holds an approximately 93% ownership interest in this company.
4. 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.
5. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares are owned by MassMutual.
6. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.
7. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation which
operates a collateralized bond obligation fund. MassMutual Holding MSC,
Inc. and Carlson Investment Management Co. each own 50% of the outstanding
shares.
8. MassMutual/Darby CBO, LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and
emerging market issuers. MassMutual owns 1.79% , MMHC investment, Inc. owns
44.91% and MassMutual High Yield Partners LLC owns 2.39% of the ownership
interest in this company.
25
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of December 1, 1998, the number of Contract Owners was 7,407.
ITEM 28. INDEMNIFICATION
The Bylaws of the Company provide that:
The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable: CONNECTICUT LAW. Except where an
applicable insurance policy is procured, Connecticut General Statutes ("C.G.S.")
Section 33-320a is the sole source of indemnification rights for directors and
officers of Connecticut corporations and for persons who may be deemed to be
controlling persons by reason of their status as a shareholder, director,
officer, employee or agent of a Connecticut corporation. Under C.G.S. Section
33-320a, a corporation shall indemnify any director or officer who was or is a
party, or was threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter referred to as "proceeding") by virtue of the fact
that he or the person whose legal representative he is: (i) is or was a director
or officer of the corporation; (ii) while a director or an officer of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise (hereinafter
referred to as "enterprise"), other than an employee benefit plan or trust; or
(iii) while a director or an officer of the corporation, is or was a director or
officer serving at the request of the corporation as a fiduciary or an employee
benefit plan or trust maintained for the benefit of employees of the corporation
or any other enterprise, against "covered expenditures" if (and only if) his
conduct met the applicable statutory eligibility standard. The types of
expenditures which are covered and the statutory eligibility standard vary
according to the type of proceeding to which the director or officer is or was a
party or was threatened to be made a party.
According to C.G.S. Section 33-320a, in non-derivative proceedings other
than ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of the
corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually incurred by him in connection with the
proceeding, or any appeal therein, IF AND ONLY IF he acted (i) in good faith and
(ii) in a manner he reasonably believed to be in the 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
26
<PAGE>
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.
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.
27
<PAGE>
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 member representatives of the principal
underwriter.
OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC
<TABLE>
<S> <C> <C>
Kenneth M. Rickson Member Representative One Monarch Place
G.R. Phelps & Co., Inc. 1414 Main Street
Springfield, MA 01144-1013
Margaret Sperry Member Representative 1295 State Street
Massachusetts Mutual Springfield, MA 01111-0001
Life Insurance Co.
Kenneth M. Rickson Chief Executive Officer, One Monarch Place
President, and Main OSJ 1414 Main Street
Supervisor Springfield, MA 01144-1013
John E. Forrest Vice President One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley Vice President One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
Ronald E. Thomson Vice President One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
James T. Bagley Treasurer 1295 State Street
Springfield, MA 01111
Bruce C. Frisbie Assistant Treasurer 1295 State Street
Springfield, MA 01111-0001
Raymond W. Anderson Assistant Treasurer 140 Garden Street
Hartford, CT 06154
Ann F. Lomeli Secretary 1295 State Street
Springfield, MA 01111-0001
Eileen D. Leo Assistant Secretary One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Marilyn A. Sponzo Chief Legal Officer One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
</TABLE>
28
<PAGE>
<TABLE>
<S> <C> <C>
Robert Rosenthal Compliance Officer One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Melissa Thompson Registration Manager One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Ruth B. Howe Director of Continuing One Monarch Place
Education 1414 Main Street
Springfield, MA 01144-1013
Peter D. Cuozzo Variable Life Supervisor and 140 Garden Street
Hartford OSJ Supervisor Hartford, CT 06154
Maureen Ford Variable Annuity Supervisor 140 Garden Street
Hartford, CT 06154
Anne Melissa Dowling Large Corporate Markets 140 Garden Street
Supervisor Hartford, CT 06154
</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.
MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
OFFICER BUSINESS ADDRESS
- ----------------------------------------------------------------------------------
<S> <C>
Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley One Monarch Place
Vice President, Chief Legal Officer, 1414 Main Street
Chief Compliance Officer, Assistant Secretary Springfield, MA 01144-1013
Ronald E. Thomson One Monarch Place
Vice President, Treasurer 1414 Main Street
Springfield, MA 01144-1013
Ann F. Lomeli 1295 State Street
Secretary Springfield, MA 01111
John E. Forrest One Monarch Place
Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013
Eileen D. Leo One Monarch Place
Assistant Secretary, 1414 Main Street
Assistant Treasurer Springfield, MA 01144-1013
David Deonarine One Monarch Place
Sr. Registered Options Principal 1414 Main Street
Springfield, MA 01144-1013
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
Springfield, MA 01144-1013
Nicholas J. Orphan 245 Peach Tree Center Ave., Suite 2330
Regional Supervisor (South) Atlanta, GA 30303
Robert W. Kumming 1295 State Street
Regional Pension Management Supervisor (East/Central) Springfield, MA 01111
Peter J. Zummo 1295 State Street
Regional Pension Management Supervisor (South/West) Springfield, MA 01111
Bruce Lukowiak 6263 North Scottsdale Rd., Suite 222
Regional Supervisor (West) Scottsdale, AZ 85250
Gary L. Greenfield 1 Lincoln Center, Suite 1490
Regional Supervisor (Central) Oakbrook Terrace, IL 60181
Burvin E. Pugh, Jr. 1295 State Street
Chief Agency Field Force Supervisor Springfield, MA 01111
John P. McCloskey 1295 State Street
Regional Supervisor (East) Springfield, MA 01144
Susan Alfano 1295 State Street
Director Springfield, MA 01111
Lawrence V. Burkett, Jr. 1295 State Street
Chairman of the Board of Directors Springfield, MA 01111
Peter Cuozzo, CLU, ChFC 140 Garden Street
Director Hartford, CT 06154
John B. Davies 1295 State Street
Director Springfield, MA 01111
Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654
Maureen R. Ford 140 Garden Street
Director Hartford, CT 01654
Gary T. Huffman 1295 State Street
Director Springfield, MA 01111
Douglas J. Jangraw 140 Garden Street
Director Hartford, CT 01654
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are maintained by the Registrant at C.M. Life's Home Office at 140 Garden
Street, Hartford CT.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
30
<PAGE>
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.
31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, C.M.
Multi-Account A, has caused this Post-Effective Amendment No. 4 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 15th day of December, 1998.
C.M. MULTI-ACCOUNT A
C.M. LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Lawrence V. Burkett, Jr.*
-----------------------------
Lawrence V. Burkett, Jr., Director, President and Chief Executive Officer
C.M. Life Insurance Company
/s/ Richard M. Howe On December 15, 1998, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 4 to Registration Statement No. 33-61679 has been signed by the following
persons in the capacities and on the duties indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence V. Burkett, Jr.* Director, President and Chief December 15, 1998
- ----------------------------- Executive Officer
Lawrence V. Burkett, Jr.
/s/ Edward M. Kline* Vice President and Treasurer December 15, 1998
- -------------------- (Principal Financial Officer)
Edward M. Kline
/s/ John M. Miller, Jr.* Vice President and Comptroller December 15, 1998
- ----------------------- (Principal Accounting Officer)
John M. Miller Jr.
/s/ John B. Davies* Director December 15, 1998
- -------------------
John B. Davies
/s/ Stuart H. Reese* Director December 15, 1998
- --------------------
Stuart H. Reese.
/s/ Isadore Jermyn* Director December 15, 1998
- -------------------
Isadore Jermyn
/s/ James Miller* Director December 15, 1998
- -----------------
James Miller
/s/ Richard M. Howe On December 15, 1998, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney.
*Richard M. Howe
</TABLE>
32
<PAGE>
EXHIBIT INDEX
9 Opinion of and Consent of Counsel.
10(iii) Powers of Attorney for Isadore Jermyn, James Miller, Edward M.
Kline, and John Miller, Jr.
33
<PAGE>
EXHIBIT 9
Opinion of and Consent of Counsel
December, 1998
C.M. Life Insurance Company
140 Garden Street
Hartford, CT 06154
Re: Post-Effective Amendment No. 4 to Registration Statement
No. 33-61679 filed on Form N-4
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 4 to Registration Statement No. 33-61679 on Form N-4 under the
Securities Act of 1933 for C.M. Life Insurance Company's ("CM Life") flexible
premium variable annuity contract (the "Contract"). C.M. Multi-Account A issues
the Contract.
As Attorney for CM Life, I provide legal advice to CM Life in connection with
the operation of its variable products. In such role I am familiar with the
Post-Effective Amendment for the Contract. In so acting, I have made such
examination of the law and examined such records and documents as in my judgment
are necessary or appropriate to enable me to render the opinion expressed below.
I am of the following opinion:
1. CM Life is a valid and subsisting corporation, organized and operated under
the laws of the state of Connecticut and is subject to regulation by the
Connecticut Commissioner of Insurance.
2. C.M. Multi-Account A is a separate account validly established and maintained
by CM Life in accordance with Connecticut law.
3. All of the prescribed corporate procedures for the issuance of the Contract
have been followed, and all applicable state laws have been complied with.
I hereby consent to the use of this opinion as an exhibit to this Post-Effective
Amendment.
Very truly yours,
/s/ James M. Rodolakis
James M. Rodolakis
Counsel
34
<PAGE>
EXHIBIT 10(iii)
Powers of Attorney
POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
------------------------------------------
The Undersigned, Isadore Jermyn, a member of the Board of Directors of C.M. Life
Insurance Company ("C.M. Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, Stephen R. Bosworth, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
Such attorneys and agents shall have full power of substitution and authority to
take any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of C.M. Life that said attorneys
and agents may deem necessary or advisable to enable C.M. Life to comply with
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, (collectively, the
"Acts") and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This Power of
Attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of C.M. Life to any and all
registration statements and/or amendments thereto, reports, instruments or
documents filed or to be to be filed with the Commission under the Acts. Without
limiting the scope of this Power of Attorney, it shall apply to filings by or on
behalf of C.M. Life separate investment accounts currently in existence or
established in the future, including but not limited to those listed below.
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
Panorama Plus Separate Account
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 7th day of December,
1998
/s/ Isadore Jermyn
- ------------------ ----------------------------
Isadore Jermyn Witness
Member, Board of Directors
35
<PAGE>
POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
------------------------------------------
The Undersigned, James Miller, a member of the Board of Directors of C.M. Life
Insurance Company ("C.M. Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, Stephen R. Bosworth, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
Such attorneys and agents shall have full power of substitution and authority to
take any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of C.M. Life that said attorneys
and agents may deem necessary or advisable to enable C.M. Life to comply with
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, (collectively, the
"Acts") and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This Power of
Attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of C.M. Life to any and all
registration statements and/or amendments thereto, reports, instruments or
documents filed or to be to be filed with the Commission under the Acts. Without
limiting the scope of this Power of Attorney, it shall apply to filings by or on
behalf of C.M. Life separate investment accounts currently in existence or
established in the future, including but not limited to those listed below.
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
Panorama Plus Separate Account
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 7th day of December,
1998
/s/ James Miller
- ---------------- ------------------------------
James Miller Witness
Member, Board of Directors
36
<PAGE>
POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
------------------------------------------
The Undersigned, John Miller, Jr., Vice President and Comptroller of C.M. Life
Insurance Company ("C.M. Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, Stephen R. Bosworth, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
Such attorneys and agents shall have full power of substitution and authority to
take any and all action and execute any and all instruments on the Undersigned's
behalf as Vice President and Comptroller of C.M. Life that said attorneys and
agents may deem necessary or advisable to enable C.M. Life to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, (collectively, the
"Acts") and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This Power of
Attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Vice President and Comptroller of C.M. Life to any and all
registration statements and/or amendments thereto, reports, instruments or
documents filed or to be to be filed with the Commission under the Acts. Without
limiting the scope of this Power of Attorney, it shall apply to filings by or on
behalf of C.M. Life separate investment accounts currently in existence or
established in the future, including but not limited to those listed below.
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
Panorama Plus Separate Account
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 7th day of December,
1998
/s/ John Miller, Jr.
- --------------------
John Miller, Jr. Witness
Vice President and Comptroller
37
<PAGE>
POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
------------------------------------------
The Undersigned, Edward M. Kline, Vice President and Treasurer of C.M. Life
Insurance Company ("C.M. Life"), does hereby constitute and appoint Lawrence V.
Burkett, Jr., Thomas F. English, Richard M. Howe, Stephen R. Bosworth, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
Such attorneys and agents shall have full power of substitution and authority to
take any and all action and execute any and all instruments on the Undersigned's
behalf as Vice President and Treasurer of C.M. Life that said attorneys and
agents may deem necessary or advisable to enable C.M. Life to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, (collectively, the
"Acts") and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This Power of
Attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Vice President and Treasurer of C.M. Life to any and all
registration statements and/or amendments thereto, reports, instruments or
documents filed or to be to be filed with the Commission under the Acts. Without
limiting the scope of this Power of Attorney, it shall apply to filings by or on
behalf of C.M. Life separate investment accounts currently in existence or
established in the future, including but not limited to those listed below.
C.M. Multi-Account A
C.M. Life Variable Life Separate Account I
Panorama Plus Separate Account
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 7th day of December,
1998
/s/ Edward M. Kline
- ------------------- ----------------------------
Edward M. Kline Witness
Vice President and Treasurer
38
