<PAGE>
File No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
INITIAL REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. ___
INITIAL REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. ___
(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 ___________ pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on (date) pursuant to paragraph (a) of the Rule 485
If appropriate, check the following box:
___. This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Individual or Group Variable Deferred
Annuity Contract with Flexible Purchase Payments
1
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CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
N-4 Item Caption in Prospectus
- -------- ---------------------
1.................................... Cover Page
2.................................... Definitions
3.................................... Table of Fees and Expenses
4.................................... (Not applicable)
5.................................... The Company; Investment Choices
6.................................... Expenses; Distribution
7.................................... Ownership; Purchasing a Contract;
Voting Rights; Reservation of Rights;
Contract Value; Cover Page
8.................................... The Income Phase
9.................................... Death Benefit
10................................... The Accumulation Phase; Distributors
11................................... Highlights; Withdrawals
12................................... Taxes
13................................... Legal Proceedings
14................................... Additional Information
2
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..................................... Caption in Statement of
Additional Information
----------------------
15................................... Cover Page
16................................... Table of Contents
17................................... Company
16................................... Experts; Distribution
19................................... Purchase of Securities Being Offered
20................................... Distribution
21................................... Performance Measures
22................................... Annuity Payments
23................................... Financial Statements
3
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PART A
INFORMATION REQUIRED IN A PROSPECTUS
4
<PAGE>
C.M. Life Insurance Company
C.M. Multi-Account A
___________ Variable Annuity
This prospectus describes the ___________ contract offered by C.M. Life
Insurance Company. This contract is an individual or group variable deferred
annuity contract with flexible purchase payments, depending on the state where
we issue the contract. 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 three fixed account options as well as the
following nineteen 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
Oppenheimer Variable Account Funds
. Oppenheimer Money Fund/VA
. Oppenheimer Strategic Bond Fund/VA
. Oppenheimer Main Street Growth & Income Fund/VA
. Oppenheimer High Income Fund/VA
. Oppenheimer Capital Appreciation Fund/VA
. Oppenheimer Global Securities Fund/VA
Fidelity Variable Insurance Products Fund II
. VIP 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 Equity Fund
. MML Blend Fund
. MML Equity Index Fund
. MML Small Cap Value Equity Fund
. MML Growth Equity Fund
. MML Small Cap Growth Equity Fund
. MML Managed Bond Fund
Please read this prospectus before investing. You should keep it for future
reference. It contains important information about the ___________ Variable
Annuity.
To learn more about the ___________ contract, you can obtain a copy of the
Statement of Additional Information (SAI), dated ______________, 1999. 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 32 of this prospectus. For a free copy of the SAI, or for
general inquiries, call our Annuity Service Center at (800) 366-8226 or write
to: ___________, 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.
1
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Table Of Contents
Highlights 4
C.M. Multi-Account A -
Table of Fees and Expenses 5
The Company 8
___________ Deferred Variable Annuity
Contract - General Overview 8
Ownership of the Contact 10
Owner 10
Joint Owner 10
Annuitant 10
Beneficiary 10
Purchasing a Contract 11
Purchase Payments 11
Allocation of Purchase Payments 11
Investment Choices 12
The Separate Account 12
The Funds 12
The Fixed Accounts 15
DCA Fixed Accounts 15
The Fixed Account 15
Contract Value 16
Accumulation Units 16
Transfers 16
Transfers During the Accumulation Phase 16
Transfers During the Income Phase 17
Dollar Cost Averaging Program 17
Automatic Rebalancing Program 18
Withdrawals 18
Systematic Withdrawal Program 19
Expenses 20
Insurance Charges 20
Mortality and Expense Risk Charge 20
Administrative Charge 20
Annual Contract Maintenance Charge 20
Premium Taxes 20
Transfer Fee 21
Income Taxes 21
Fund Expenses 21
The Income Phase 22
Fixed Annuity Payments 22
Variable Annuity Payments 22
Annuity Unit Value 23
Annuity Options 23
Death Benefit 24
Death of Contract Owner During the Accumulation Phase 24
Death Benefit Amount During the Accumulation Phase 24
Basic Death Benefit 24
Reset Death Benefit 24
Ratchet Death Benefit 25
Death Benefit Payment Options During the Accumulation Phase 26
Death of Contract Owner During the Income Phase 26
Death of Annuitant 26
Taxes 27
Annuity Contracts in General 27
Qualified and Non-Qualified Contracts 27
Withdrawals - Non-Qualified Contracts 27
Withdrawals - Qualified Contracts 27
Withdrawals - Tax Sheltered Annuities 28
Other Information 29
Terminal Illness Benefit 29
Performance 29
Standardized Total Returns 29
Nonstandard Total Returns 29
Yield and Effective Yield 29
Related Performance 29
Year 2000 30
Distributors 30
Electronic Transmission of Application Information 30
Assignment 30
Voting Rights 31
Reservation of Rights 31
Suspension of Payments or Transfers 31
Legal Proceedings 31
Financial Statements 31
Additional Information 32
2
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Index of Special Terms
We have tried to make this prospectus as readable and understandable for you as
possible. By the very nature of the contract, however, certain technical words
or terms are unavoidable. We have identified the following as some of these
words or terms. The page that is indicated here is where we believe you will
find the best explanation for the word or term.
Page
Accumulation Phase 8
Accumulation Unit 16
Annuitant 10
Annuity Date 22
Annuity Options 23
Annuity Payments 22
Annuity Service Center Cover Page
Annuity Unit Value 23
Contract Anniversary 24
Income Phase 8
Non-Qualified 27
Purchase Payment 11
Qualified 27
Separate Account 12
Tax Deferral 8
Index of Special Terms 3
<PAGE>
Highlights
This prospectus describes the general provisions of the contract. You may review
a copy of the contract upon request.
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. You will
receive your contract value as of the business day we receive your contract and
written request at our Annuity Service Center.
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.
Sales Charge
We do not assess a sales charge when you make a purchase payment or if you
withdraw all or any part of your contract value.
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 includible in your gross income for tax purposes. Some withdrawals may
be exempt from the penalty tax. They include any amounts:
. paid on or after you reach age 59 1/2;
. paid to your beneficiary after you die;
. paid if you become 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 your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
. paid under an immediate annuity; or
. which come from purchase payments made before August 14, 1982.
The Internal Revenue Code (the Code) treats any withdrawals (1) allocable to
purchase payments made after August 13, 1982 in an annuity contract entered into
prior to August 14, 1982 and (2) from an annuity contract entered into after
August 14, 1982, as first coming from earnings and then from your purchase
payments. Separate tax penalties and restrictions apply to withdrawals under
qualified contracts. Please refer to the Taxes section of this prospectus for
more information.
Index of special Terms 4
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C.M. Multi-Account A -
__________ Segment
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 reserve the right to 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 Purchase Payments: None
Contingent Deferred Sales Charge: None
Annual Contract Maintenance Charge: $40 per Contract Year; waived if
contract value is $100,000 or greater.
Separate Account Annual Expenses
(as a percentage of the average
account value)
Mortality and Expense Risk Charge: Contract Years 1 though 10: 1.34%
Contract Years 11+: 1.09%
Administrative Charge: 0.15% per Contract Year.
Table Of Fees And Expenses 5
<PAGE>
Annual Fund Expenses
(as a percentage of average net assets as of December 31, 1998)
<TABLE>
<CAPTION>
Other Total Operating
Expenses After Expenses After
Management Expense Expense
Fees Reimbursements Reimbursements
<S> <C> <C> <C>
Oppenheimer Money Fund/VA 0.45% 0.05% 0.50%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% 0.80%
Oppenheimer Main Street Growth & Income Fund/VA 0.74% 0.05% 0.79%
Oppenheimer High Income Fund/VA 0.74% 0.04% 0.78%
Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.75%
Oppenheimer Global Securities Fund/VA 0.68% 0.06% 0.74%
Panorama Growth Portfolio 0.52% 0.01% 0.53%
Panorama International Equity Portfolio 1.00% 0.09% 1.09%
Panorama Total Return Portfolio 0.53% 0.02% 0.55%
Fidelity's VIP II Contrafund Portfolio 0.59% 0.07%*** 0.66%***
American Century VP Income & Growth Portfolio 0.70% 0.00% 0.70%
T. Rowe Price Mid-Cap Growth Portfolio 0.85% 0.00% 0.85%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Small Cap Value Equity Fund 0.39% 0.05%** 0.44%
MML Equity Fund 0.37% 0.00%** 0.37%
MML Blend Fund 0.37% 0.00%** 0.37%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Growth Equity Fund 0.80% 0.11%** 0.91%*
MML Small Cap Growth Equity Fund 1.08% 0.11%** 1.19%*
</TABLE>
*The MML Growth Equity Fund and the MML Small Cap Growth Equity Fund began
operations in 1999 and therefore had no operating expenses as of December 31,
1998. The investment manager estimates that the total operating expenses for
these Funds in 1999 will be as shown.
**We agreed to bear expenses of the MML Equity Fund, MML Blend Fund, MML Small
Cap Value Equity Fund, MML Growth Equity Fund, MML Managed Bond and MML Small
Cap Growth Equity Fund (other than the management fee, interest, taxes,
brokerage commissions and extraordinary expenses) in excess of 0.11% of the
average daily net asset value of the Funds through April 30, 2000. The expenses
shown for the MML Growth Equity Fund and MML Small Cap Growth Equity Fund
include this reimbursement. If not included, the other expenses for these Funds
in 1999 are estimated to be 0.25%, for the MML Growth Equity Fund and 0.25% for
the MML Small Cap Growth Equity Fund. We do not expect that we will be required
to reimburse any expenses of the MML Equity Fund, MML Blend Fund and MML Small
Cap Value Equity Fund in 1999.
***A portion of the brokerage commission that the VIP II Contrafund portfolio
pays is used to reduce the other expenses for the Portfolio. In addition, this
Portfolio has entered into arrangements with its custodian whereby credits
realized as a result of uninvested cash balances were used to reduce custodian
expenses. Without such reductions, the other expenses for this Portfolio would
have been 0.11%, increasing the total fund operating expenses to 0.70%.
(See the funds' prospectuses for more information.)
Table Of Fees And Expenses 6
<PAGE>
Example
The following example is designed to help you understand the expenses in the
contract. The example shows 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. The example assumes that you withdrew all your money or
decided to begin the income phase at the end of each year shown. (Currently, the
income phase is not available until the end of your 1st contract year.) All
the expenses shown in the table of fees and expenses, including the annual fund
expenses, are assumed to apply.
Year 1 3 5 10
Money Sub-Account $21 $66 $112 $242
Strategic Bond Sub-Account 24 75 128 273
Main Street Growth & Income Sub-Account 24 74 127 272
High Income Sub-Account 24 74 127 271
Capital Appreciation Sub-Account 24 73 125 268
Global Securities Sub-Account 24 73 125 267
Growth Sub-Account 22 66 114 245
International Equity Sub-Account 27 84 143 302
Total Return Sub-Account 22 67 115 247
Contrafund Sub-Account 23 72 123 263
Income & Growth Sub-Account 23 72 123 263
Mid-Cap Growth Sub-Account 25 76 130 278
Managed Bond Sub-Account 21 65 111 240
Small Cap Value Equity Sub-Account 21 64 109 236
Equity Sub-Account 20 61 106 228
Blend Sub-Account 20 61 106 228
Equity Index Sub-Account 21 65 112 242
Growth Equity Sub-Account 25 78 134 284
Small Cap Growth Equity Sub-Account 28 87 148 312
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 $40 annual contract maintenance charge as an annual
charge of 0.08 % of the assets. This charge is based on an anticipated average
certificate value of $50,000.
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.
Table Of Fees And Expenses 7
<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 consolidated statutory assets in excess of $67 billion and estimated total
assets under management of $176.8 billion as of December 31, 1998.
- -------------------------- Variable Annuity Contract
General Overview
This annuity is a contract between you, the owner and us, C.M. Life Insurance
Company. The contract is intended for retirement savings or other long-term
investment purposes. We do not assess a sales charge when you make a purchase
payment or if you withdraw any part of your contract value.
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. According to your contract, this date must be at least 5 years from
when you purchase the contract. However, we currently allow you to select a date
that is at least 1 year from when you purchase the contract.
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. You can choose from three death
benefit choices. 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 flexible premium annuity because you may select the
timing, amount and number of purchase payments.
The contract is called a variable annuity because you can choose to allocate
your purchase payments among various funds. Your investment choices include
nineteen funds and three fixed accounts. The amount of money you are able to
accumulate in your contract during the accumulation phase depends upon the
amount of your purchase payments, the investment performance of the funds you
select and the interest we credit to any amounts you invest in 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 you receive will fluctuate
depending on the investment performance of the funds you select for the income
phase. If you choose to receive payments on a fixed basis, the payments you
receive will remain level.
The Company/General Overview 8
<PAGE>
We may issue the contract as an individual or group variable annuity. In those
states where we issue a group contract, we issue certificates to individuals,
and these individuals are considered participants. The certificate is subject to
the terms of the group contract under which we issue the certificate. You may
become a participant under the group contract by completing an application and
forwarding an initial purchase payment to us. The certificate we issue indicates
the participant's rights and benefits under the group contract. Terms of the
group contract are controlling.
The participant, as an owner, may exercise all rights and benefits of the
certificate without the consent of the group contract owner. Unless we state
otherwise, the owner of a certificate under a group contract and the owner of an
individual contract have the same rights and benefits. As a result, the term
"contract" means either an individual ___________ deferred variable annuity or a
certificate issued under the group ___________ deferred variable annuity.
The Company/General Overview 9
<PAGE>
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
90th 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 a state, 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 90th 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 unless prohibited by a
state. 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 90th 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.
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. If you name an irrevocable beneficiary, you must get
consent from the irrevocable beneficiary to change the beneficiary.
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.
Ownership Of Contract 10
<PAGE>
Purchasing a Contract
Purchase Payments
The minimum amount we accept for your initial purchase payment is $25,000.
You can make additional purchase payments of $250 or more to your 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 age 75 1/2 ; or
. $500,000 if older than age 75 1/2.
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.
You may make your initial purchase payment by giving it and your completed
application to your agent/broker. You can make additional purchase payments:
. by mailing your check that clearly indicates your name and contract number to
our lockbox:
MassMutual
MIP _____
Springfield, MA 01111
. by instructing your bank to wire transfer funds to:
Chase Manhattan Bank, New York, New York
ABA #021000021
MassMutual Account 323065422
Ref: VA Income Contract #
Name: (Your Name)
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 at our
Annuity Service Center, 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 at our Annuity Service Center or lockbox. Our business day closes when the
New York Stock Exchange closes, usually 4:00 p.m. Eastern time. If we receive
your purchase payment at our Annuity Service Center or lockbox on a non-business
day or after the business day closes, we will credit the amount to your contract
effective the next business day.
Purchasing a Contract 11
<PAGE>
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.
We own the assets of the separate account. However, those separate account
assets equal to the reserves and other contract liabilities 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.
We established a segment of the separate account for the contracts. We currently
divide this segment into 19 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 19 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 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 performs 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 $95 billion in assets and 4 million
shareholder accounts as of December 31, 1998. 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 Babson-Stewart Ivory International ("Babson-Stewart") to assist
in the selection of portfolio investments for the Panorama International Equity
Portfolio. Babson-Stewart, One Memorial Drive, Cambridge, MA 02142, 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.
Panorama Total Return Portfolio. The Panorama Total Return Portfolio seeks to
maximize total investment return (including both capital appreciation and
income) by allocating its assets among stocks, corporate bonds, U.S. Government
securities and its instrumentalities, and money market instruments according to
changing market conditions.
Panorama Growth Portfolio. The Panorama Growth Portfolio seeks 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 International Equity Portfolio. The Panorama International Equity
Portfolio seeks long-term growth of capital by investing primarily in equity
securities of companies wherever located, the primary stock market of which is
outside the United States.
Oppenheimer Variable Account Funds
Oppenheimer Variable Account Funds ("Oppenheimer Funds") is an investment
company consisting of 10 separate series of shares known as funds. Six of these
funds are
Investment Choices 12
<PAGE>
available as investment options in the contract. The Oppenheimer Funds are also
advised by OFI.
Oppenheimer Money Fund/VA. The Oppenheimer Money Fund/VA seeks maximum current
income from investments in money market securities that is consistent with low
capital risk and maintenance of liquidity. The Fund invests in short-term, high
quality "money market" securities.
Oppenheimer Strategic Bond Fund/VA. The Oppenheimer Strategic Bond Fund/VA seeks
a high level of current income principally derived from interest on debt
securities and seeks to enhance such income by writing covered call options on
debt securities. The Fund invests in three market sectors: debt securities of
foreign government and companies, U.S. Government securities and lower-rated
high yield securities of U.S. Companies.
Oppenheimer Main Street Growth & Income Fund/VA. The Oppenheimer Main Street
Growth & Income Fund/VA seeks total return (which includes growth in the value
of its shares as well as current income) from equity and debt securities.
Oppenheimer High Income Fund/VA. The Oppenheimer High Income Fund/VA seeks a
high level of current income. The Fund invests in unrated securities or high
risk securities in the lower rating categories, commonly known as "junk bonds,"
which are subject to a greater risk of loss of principal and nonpayment of
interest than higher-rated securities.
Oppenheimer Capital Appreciation Fund/VA. The Oppenheimer Capital Appreciation
Fund/VA seeks long-term capital appreciation by investing in securities of
well-known established companies. It invests mainly in equity securities.
Oppenheimer Global Securities Fund/VA. The Oppenheimer Global Securities Fund/VA
seeks long-term capital appreciation by investing a substantial portion of
assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities. It invests in equity securities of U.S. and foreign issuers.
MML Series Investment Fund ("MML Trust")
MML Trust is a no-load, open-end, investment company having eight series of
shares, each of which has different investment objectives designed to meet
different investment needs. Seven of the series are available as investment
options within the contract.
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, the MML Equity Fund, and the equity sector of the MML Blend Fund.
MassMutual has entered into a subadvisory agreement with Massachusetts Financial
Services Company ("MFS"), whereby MFS manages the investment of the MML Growth
Equity Fund.
MassMutual has entered into subadvisory agreements with J.P. Morgan Investment
Management Company Inc. ("J.P. Morgan") and Waddell & Reed Investment Management
Company ("Waddell & Reed"), whereby J.P. Morgan and Waddell & Reed each manage
50% of the portfolio of MML Small Cap Growth Equity Fund.
MassMutual has entered into a subadvisory agreement with Mellon Equity
Associates, LLP ("Mellon Equity") whereby Mellon Equity manages the investments
of the MML Equity Index Fund.
MML Small Cap Value Equity Fund. The MML Small Cap Value Equity Fund seeks
growth of capital and income over time by investing primarily in small company
stocks.
MML Equity Fund. The MML Equity Fund seeks to achieve a superior rate of return
over time from both capital appreciation and current income and to preserve
capital by investing in equity securities.
MML Blend Fund. The MML Blend Fund seeks a high total rate of return over time,
consistent with prudent investment risk and
Investment Choices 13
<PAGE>
capital preservation, by investing in equity, fixed income and money market
securities.
MML Equity Index Fund. The MML Equity Index Fund seeks investment results that
correspond to the price and yield performance of publicly traded common stocks
in the aggregate, as represented by the Standard & Poor's 500 Composite Stock
Price Index.1
1 "Standard & Poor's," "Standard & Poor's 500" and "S&P 500" are trademarks of
The McGraw-Hill Companies and have been licensed for use by the Fund. The Fund
is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of
The McGraw-Hill Companies ("S&P"), or The McGraw-Hill Companies, Inc. Standard &
Poor's makes no representation regarding the advisability of investing in the
Fund.
MML Growth Equity Fund. The MML Growth Equity Fund seeks growth of capital and
income over time by investing primarily in equity securities of large companies
with long-term growth potential.
MML Small Cap Growth Equity Fund. The MML Small Cap Growth Equity Fund seeks
growth of capital over time by investing primarily in equity securities of
smaller and medium-size companies with long-term growth potential.
MML Managed Bond Fund. The MML Managed Bond Fund seeks a high rate of return,
consistent with capital preservation, by investing primarily in investment
grade, publicly-traded, fixed income securities.
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 T. Rowe Price Mid-Cap Growth
Portfolio seeks long-term capital appreciation by investing in mid-cap stocks
with potential for above-average earnings growth. T. Rowe Price defines mid-cap
companies as those with market capitalizations within the range of companies in
the S&P 400 Mid-Cap Index.
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. The American Century VP Income &
Growth Portfolio seeks dividend growth, income and capital appreciation by
investing in common stocks.
Fidelity Variable Insurance Products Fund II
Fidelity Variable Insurance Products Fund II ("VIP II") is an open-end
management investment company, organized as a Massachusetts business trust in
1988. Fidelity's VIP II Contrafund Portfolio is a diversified fund of VIP II.
Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity's VIP 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 Fidelity's VIP II Contrafund
Portfolio.
Fidelity's VIP II Contrafund Portfolio. Fidelity's VIP II Contrafund Portfolio
seeks long term capital appreciation by investing in the securities of companies
whose value is not fully recognized by the public.
Investment Choices 14
<PAGE>
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.
The Fixed Accounts
In most states, we offer three fixed accounts as investment options--two fixed
accounts for Dollar Cost Averaging (the "DCA Fixed Accounts"), each with a
different maximum term, and The Fixed Account (collectively, "the fixed
accounts"). The fixed accounts are investment options within our general
account.
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.
You do not participate in the investment performance of the assets in the fixed
accounts. 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.
DCA Fixed Accounts. Each 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 a DCA Fixed Account
for the period of the DCA Fixed Account Term (DCA Term). Your election must be
in writing.
Currently, you have a choice of two DCA Fixed Accounts:
(a) DCA Fixed Account with a DCA Term of 6 months; or
(b) DCA Fixed Account with a DCA Term of 12 months.
To the extent permitted by law, we reserve the right to change the duration of
the DCA Terms in the future. You may participate in one DCA Fixed Account at a
time.
We will only accept a purchase payment as of the beginning of a DCA Term. We
will only accept a new purchase payment of at least $5,000. Purchase payments
which originate from any contract or policy issued by us or any of our
affiliates cannot be allocated to a DCA Fixed Account. You cannot transfer
current contract values to a 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.
We reserve the right to assess a fee for processing transactions under the DCA
Fixed Account.
If you elect to make an allocation to a DCA Fixed Account at a time when your
annuity date would be less than your elected 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 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 or out of The Fixed Account,
subject to certain limitations.
Investment Choices 15
<PAGE>
Contract Value
Your contract value is the sum of your value in the separate account and the
fixed account(s).
Your value 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 business 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 charges.
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. Any change in the
accumulation unit value will be reflected in your contract value.
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 Money Fund/VA. When the New York
Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the Oppenheimer Money Fund/VA 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 Money Fund/VA.
Transfers
You can transfer all or part of your contract value. You can make transfers by
telephone, internet or by other means we authorize. To make transfers other than
by telephone or internet, you must submit a written request. If you own the
contract with a joint owner, we will accept 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 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.
Your transfer is effective on the business day we receive your request at our
Annuity Service Center. Our business day closes when the New York Stock Exchange
closes, usually 4:00 p.m. Eastern time. If we receive your transfer request at
our Annuity Service Center on a non-business day or after our business day
closes, your transfer request will be effective on the next business day.
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 reserve the right to
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:
Contract Value 16
<PAGE>
. $1,000; or
. the entire value in a fund or The Fixed Account, 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.
(1) You must clearly indicate the amount and investment choices from and to
which you wish to transfer.
(2) During any contract year, we limit transfers out of The Fixed Account to 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.
(3) We do not allow transfers between competing accounts. For this purpose, we
consider The Fixed Account and the Oppenheimer Money Fund/VA "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.
(4) We do not count transfers made as part of the Dollar Cost Averaging Program
or the Rebalancing Program 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 contract value from the general account to a fund,
but you can transfer contract value 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. 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 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.
Contract Value 17
<PAGE>
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 each 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 or a DCA Fixed Account.
The Dollar Cost Averaging option will terminate:
. if you withdraw your total contract value;
. upon your death or the annuitant's death;
. if the last transfer you selected has been made;
. if there is insufficient contract value to make the transfer; or
. if 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 any 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 MML Managed Bond Fund and 60% to be in the Panorama Growth
Portfolio. 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 MML Managed
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 MML Managed 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. Your withdrawal is effective on the business day we
receive your written request at our Annuity Service Center. If we receive your
written request at our Annuity Service Center on a non-business day or after our
business day closes, your withdrawal request will be effective on the next
business day. We will pay any withdrawal amount within 7 days of our receipt of
your fully completed written request at our Annuity Service Center 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
$25,000 in your contract, unless you are taking distributions as required by the
Internal Revenue Code or
Contract Value 18
<PAGE>
receiving payments under the Systematic Withdrawal Program.
When you make a total withdrawal you will receive the value of your contract:
. less any applicable 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.
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.
Your systematic withdrawal program will begin on the start date you selected as
long as we receive a fully completed written request at our Annuity Service
Center at least 5 business days before the start date you selected. We may defer
the start of your systematic withdrawal program for one month if the start date
you selected is less than 5 business days after we receive your written request.
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 you cannot also
participate in the Systematic Withdrawal Program. If you terminate your
Systematic Withdrawal Program from The Fixed Account, you may not elect a new
program involving withdrawals from The Fixed Account for 6 months.
Your systematic withdrawal program ends:
. if you withdraw your total contract value;
. upon your death or the annuitant's death;
. if we process the last withdrawal you selected;
. if your value in a selected fund or The Fixed Account is insufficient to
complete the withdrawal;
. if you begin receiving annuity payments; or
. if 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.
- --------------------------------------------------------------------------------
Contract Value 19
<PAGE>
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
The mortality and expense risk 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; and
. the expense risk that the current charges will be insufficient to cover the
actual cost of administering the contract.
For contract years 1 through 10, the mortality and expense risk charge is
currently equal, on an annual basis, to 1.34% of the daily value of the assets
invested in each fund, after fund expenses are deducted. For contract years 11
and after, this charge currently equals 1.09%.
We may increase the mortality and expense risk charge, but it will not exceed
1.50% in contract years 1 through 10, or 1.35% in contract years 11 and after.
Administrative Charge
This charge reimburses us for 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.
Currently this charge is equal, on an annual basis, to 0.15% of the daily value
of the assets invested in each fund, after fund expenses are deducted. This
charge is guaranteed not to be greater than 0.25%.
Annual Contract Maintenance Charge
At the end of each contract year, we deduct $40 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.
Currently, 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.
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 the annual
contract maintenance charge pro rata from each payment regardless of the
contract value.
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 your contract value 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
Expenses 20
<PAGE>
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 reserve the right
to deduct a transfer fee of $20 or 2% of the amount that is transferred,
whichever is less.
If you request to transfer a dollar amount, we will deduct any transfer fee from
the amount transferred. If you request to transfer a percentage of your value in
an investment choice, we will deduct any transfer fee from the amount remaining
in the investment choice. If you transfer the entire amount in an investment
choice, 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.
Expenses 21
<PAGE>
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.
According to your contract, your annuity date cannot be earlier than 5 years
after you buy the contract. However, we currently allow you to select an annuity
date that is at least 1 year after you buy the contract.
You choose your annuity date when you purchase your contract. You can change it
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 100th birthday or the 100th birthday of the oldest joint
annuitant;
(2) Your 100th birthday if you are not the annuitant or the 100th 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 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.
In order to avoid adverse tax consequences, you should begin to take
distributions at least equal to the minimum amount required by the Internal
Revenue Service, no later than the required beginning date. If your contract is
an IRA that date should be no later than April 1st of the calendar year after
the year you reach age 70 1/2. For qualified plans, that date is no later than
April 1st of the calendar year after the later of (a) the calendar year in which
you retire or (b) the year in which you attain age 70 1/2.
Fixed Annuity Payments
If you choose fixed payments, the payment amount will not vary. The payment
amount will depend upon the following 5 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;
. the annuity option you select; and
. the age and sex of the annuitant (and the age and sex of the joint
annuitant, if any).
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 6 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;
. the annuity option you select;
. the age and sex of the annuitant (and the age and sex of the joint
annuitant, if any); and
. an assumed investment rate (AIR) of 4% per year.
The Income Phase 22
<PAGE>
Future variable payments will depend on the performance of the funds you
selected. If the actual performance exceeds the 4% assumed investment 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 for fixed or variable payments.
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 to the survivor 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 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.
The Income Phase 23
<PAGE>
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.
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.
You may choose from three death benefits:
. Basic death benefit; or
. Reset death benefit; or
. Ratchet death benefit.
You will automatically receive the basic death benefit unless you select one of
the other two death benefits. However, if you are age 80 or over when we issue
your contract, the reset death benefit is not available. Therefore, you will
automatically receive the basic death benefit unless you select the ratchet
death benefit.
If you choose either the reset death benefit or the ratchet death benefit, you
will pay an additional charge. You must elect your death benefit at time of
issue and cannot change your choice once you elect it. If the contract is owned
by a non-natural person, owner means annuitant for purposes of determining the
death benefit amount.
Death Benefit Amount During The Accumulation Phase
Basic Death Benefit
You will automatically receive the basic death benefit unless you select one of
the other two death benefits. The basic death benefit before you or the oldest
joint owner reaches age 80 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 at our
annuity service center and election of the payment method.
If you or the oldest joint owner reaches age 80, the basic death benefit is your
contract value as of the business day we receive proof of death at our annuity
service center and election of the payment method.
Reset Death Benefit
If you choose the reset death benefit, and before the date you or the oldest
joint owner reaches age 75, the death benefit 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 at our
Annuity Service Center 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. Your first contract anniversary is one calendar year
from the date we issued your contract.
Death Benefit 24
<PAGE>
If you choose the reset death benefit, and you or the oldest joint owner reaches
age 75, the death benefit 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 at our
Annuity Service Center 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. Your first contract anniversary is one calendar year from the date
we issued your contract.
We will deduct a quarterly charge for the reset death benefit from the value of
the assets in the investment choices. This charge is currently 0.10% on an
annual basis of the daily value of the assets invested in the investment
choices. We will deduct this charge proportionately from the investment choices
you have selected. This charge is guaranteed not to exceed 0.20%.
Ratchet Death Benefit
If you choose the ratchet death benefit, the death benefit will be the greater
of:
(1) your contract value as of the business day we receive proof of death at our
Annuity Service Center and election of the payment method; or
(2) the annual ratchet death benefit amount.
We calculate the annual ratchet death benefit amount as follows:
When we issue your contract, the annual ratchet death benefit is equal to
your initial purchase payment. Thereafter, and prior to the date you, or the
oldest joint owner or the annuitant if the contract is owned by a
non-natural entity reaches age 80, we will calculate the ratchet death
benefit:
a. when you make a purchase payment; and
b when you make a partial withdrawal; and
c. on your contract anniversary.
a. You will increase your ratchet death benefit if you make a purchase
payment. If you make a subsequent purchase payment, the annual ratchet death
benefit is equal to the most recently calculated annual ratchet death
benefit plus the additional purchase payment.
b. You will decrease your ratchet death benefit if you make a partial
withdrawal. If you make a withdrawal, the annual ratchet death benefit is
equal to the most recently calculated annual ratchet death benefit, minus a
withdrawal amount. We calculate the withdrawal amount as follows:
. divide the amount withdrawn by the most recent contract value; and
. multiply it by the most recent annual ratchet death benefit.
c. On your contract anniversary, the annual ratchet death benefit is equal
to the greater of your contract value or the most recently calculated annual
ratchet death benefit.
If you do not make any additional purchase payments or any withdrawals, the
annual ratchet death benefit will be the greatest of all contract anniversary
contract values on or prior to the date we calculate the death benefit.
When you, or the oldest joint owner, or the annuitant if the contract is owned
by a non-natural entity, reaches age 80, the death benefit is the greater of:
(1) your contract value as of the business day we receive proof of death at our
Annuity Service Center and election of the payment method; or
(2) the annual ratchet death benefit amount calculated on the contract
anniversary just prior to age 80, and adjusted for subsequent purchase
payments and/or partial withdrawals in the same manner as described under
(a) and (b) above.
Death Benefit 25
<PAGE>
We will deduct a quarterly charge for the ratchet death benefit from the value
of the assets in the investment choices. This charge is currently 0.25% on an
annual basis of the daily value of the assets invested in the investment
choices. We will deduct this charge proportionately from the investment choices
you have selected. This charge is guaranteed not to exceed 0.35% if you were age
60 or less when we issued your contract; 0.50% if you were age 61 through age 70
when we issued your contract; or 0.70% if you were age 71 and older when we
issued your contract.
Death Benefit Payment 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 payment 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.
If a lump sum payment is requested, we will pay the amount within 7 days after
we receive due proof of death and other necessary information at our Annuity
Service Center 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 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.
Death Benefit 26
<PAGE>
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 includible 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: deductible and non-deductible
Individual Retirement Annuities (IRAs), and pension and profit-sharing plans,
which include 401(k) plans and H.R. 10 Plans.
Withdrawals - Non-Qualified Contracts
The Code treats any withdrawals (1) allocable to purchase payments made after
August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and
(2) from an annuity contract entered into after August 14, 1982, as first coming
from earnings and then from your purchase payments. The withdrawn earnings are
includible 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 includible in income. Some withdrawals may be
exempt from the penalty. They include any amounts:
(1) paid on or after you reach age 59 1/2;
(2) paid to your beneficiary after you die;
(3) paid if you become 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 your life expectancy or for the joint life
expectancies of you and your designated beneficiary;
(5) paid under an immediate annuity; or
(6) which come from purchase payments made before August 14, 1982.
Taxes 27
<PAGE>
Withdrawals - Qualified Contracts
If you have no cost basis for your interest in a qualified contract, the full
amount of any distribution is taxable to you as ordinary income. If you do have
a cost basis for your interest, a portion of the distribution is taxable,
generally based on the ratio of your cost basis to your total contract value.
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 (Pension and Profit-Sharing Plans), 408
(Individual Retirement Annuities - IRAs), and 408A (Roth IRAs). Exceptions from
the penalty tax are as follows:
. distributions made on or after you reach age 59 1/2;
. distributions made after your death or disability (as defined in Code
Section 72(m)(7);
. after separation from service, distributions that are part of substantially
equal periodic payments made not less frequently than annually for your life
(or life expectancy) or the joint lives (or joint life expectancies) of you
and your designated beneficiary (in applying this exception to distributions
from IRAs, a separation from service is not required);
. distributions made after separation of service if you have reached age 55
(not applicable to distributions from IRAs);
. distributions made to you up to the amount allowable as a deduction to you
under Code Section 213 for amounts you paid during the taxable year for
medical care;
. distributions made to an alternate payee pursuant to a qualified domestic
relations order (not applicable to distributions from IRAs);
. distributions from an IRA for the purchase of medical insurance (as
described in Code Section 213(d)(1)(D)) for you and your spouse and
dependents if you received unemployment compensation for at least 12 weeks
and have not been re-employed for at least 60 days);
. distributions from an IRA to the extent they do not exceed your qualified
higher education expenses (as defined in Code Section 72(t)(7) for the
taxable year; and
. distributions from an IRA which are qualified first-time home buyer
distributions (as defined in Code Section 72(t)(8)).
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 you attain
age 70 1/2 or (b) the calendar year in which you retire. The date set forth in
(b) does not apply to an IRA. Required distributions do not apply to a Roth IRA
during your lifetime. Required distributions must be over a period not exceeding
your life expectancy or the joint lives or joint life expectancies of you and
your designated beneficiary. If required minimum distributions are not made, a
50% penalty tax is imposed on the shortfall amount.
Withdrawals - Tax-Sheltered Annuities
The Code limits the withdrawal of purchase payments made by owners through
salary reductions from certain Tax-Sheltered Annuities. Withdrawals of salary
reduction amounts and their earnings can only be made when an owner:
(1) reaches age 59 1/2;
(2) leaves his/her job;
(3) dies;
(4) becomes disabled, as that term is defined in the Code; or
(5) in the case of hardship.
In the case of hardship, the owner can only withdraw the purchase payments and
not any earnings.
Any contract value as of December 31, 1988 is not subject to these restrictions.
Additionally, return of "excess contributions" or amounts paid to a spouse as a
result of a qualified domestic relations order are not subject to these
restrictions.
Taxes 28
<PAGE>
Other Information
Terminal Illness Benefit
In most states, you may elect to receive payment under your Terminal Illness
Benefit. We will require written 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.
The Terminal Illness Benefit will equal the death benefit we would pay out on
your contract. 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 that
have 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 the annual contact
maintenance charge and all other 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.
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 their inception date, which they were not. Total return percentages
include all fund level and separate account level charges. They do not include a
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.
Yield and Effective Yield
We may also show yield and effective yield for the Oppenheimer Money Fund/VA
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 may be 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
Other Information 29
<PAGE>
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, we could be adversely
affected if the computer systems used by us and those with which we do business
do not properly recognize the year 2000. This is commonly known as the "Year
2000 issue".
In 1996, our 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 us. 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 we and MassMutual conduct
business, to determine their year 2000 readiness.
MassMutual has allocated a portion of the costs related to the year 2000 issue
to us. The costs are currently being expensed, and when measured against net
gain from operations, are not material to us.
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 1% of purchase payments made the first contract year.
Thereafter, we pay a maximum commission of 1.25% of the contract value.
From time to time, MML Distributors may enter into special arrangements with
certain broker-dealers. These special arrangements may provide for the payment
of higher compensation to such broker-dealers for selling the contracts.
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. We are not responsible
for the validity of an 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.
Other Information 30
<PAGE>
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, for which we have not
received voting instructions, 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.
Reservation of Rights
In addition to any other rights reserved under the contract, we reserve the
right to:
. substitute another fund for one of the funds you selected;
. add or eliminate sub-accounts; and
. change the name of any sub-account and/or fund.
If we exercise any of these rights, we will receive prior approval from the
Securities and Exchange Commissions, if necessary. We will also give you notice
of our intent to exercise any of these rights.
Suspension Of Payments Or Transfers
We may be required to suspend or postpone payments for withdrawals or transfers
from the funds 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; or
. 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; or
. 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 in the Statement of Additional
Information.
Other Information 31
<PAGE>
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 is 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. Performance Measures
11. Federal Tax Matters
12. Experts
13. Financial Statements
Other Information 32
<PAGE>
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 Insurance
Company's ___________.
Name
---------------------------------------------------------
Address
---------------------------------------------------------
---------------------------------------------------------
City State Zip
-------------------------- ---------- -------------
Telephone
---------------------------------------------------------
<PAGE>
PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
______________________VARIABLE ANNUITY
C.M. LIFE INSURANCE COMPANY
(Depositor)
C.M. MULTI-ACCOUNT A
(Registrant)
STATEMENT OF ADDITIONAL INFORMATION
_______________________, 1999
This is not a prospectus. This Statement of Additional Information should be
read in conjunction with the prospectus dated _________________, 1999, for the
individual or group variable deferred annuity contracts with flexible purchase
payments which are referred to herein.
For a copy of the prospectus call 1-800-366-8226 or write to: C.M. Life
Insurance Company, _________, Annuity Service Center, H565, P.O. Box 9067,
Springfield, MA 01102-9067.
TABLE OF CONTENTS
Company ......................................................................2
Custodian ....................................................................2
Assignment of Contract .......................................................2
Distribution .................................................................3
Purchase of Securities Being Offered .........................................3
Accumulation Units and Unit Value ............................................3
Transfers During The Income Phase ............................................4
Payment of Death Benefit .....................................................4
Annuity Payments .............................................................5
Performance Measures .........................................................6
Federal Tax Matters ..........................................................7
Experts .....................................................................13
Financial Statements ...............................................final pages
1
<PAGE>
COMPANY
C.M. Life Insurance Company ("C.M. Life"), 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. C.M. Life 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, 1651. 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 consolidated statutory assets in excess of $67 billion, and estimated total
assets under management of $176.8 billion as of December 31, 1998.
CUSTODIAN
The shares of the underlying funds purchased by the sub-accounts are held by
C.M. Life as custodian of C.M. Multi-Account A ("the separate account").
ASSIGNMENT OF CONTRACT
C.M. Life will not be charged with notice of any assignment of a contract or of
the interest of any beneficiary or of any other person unless the assignment is
in writing and C.M. Life receives the original or a true copy thereof at its
Annuity Service Center. C.M. Life assumes no responsibility for the validity of
any assignment.
While the contracts are generally assignable, all non-tax qualified contracts
must carry a non-transferability endorsement which precludes their assignment.
For qualified contracts, the following exceptions and provisions should be
noted:
(1) No person entitled to receive annuity payments under a contract or part
or all of the contract's value will be permitted to commute, anticipate,
encumber, alienate or assign such amounts, except upon the written authority of
the contract owner given during the annuitant's lifetime and received in good
order by C.M. Life at its 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, C.M.
Life reserves the right to pay to the assignee in one sum the amount of the
contract's maturity value to which he is entitled, and to pay any balance of
such value in one sum to the contract owner, regardless of any payment options
which the contract owner may have elected. Moreover, if an assignment of a
contract is in effect at the death of the annuitant prior to the maturity date,
C.M. Life will pay to the assignee in one sum, the death benefit amount which
corresponds to the death benefit choice in effect at the time of the annuitant's
death. See Death Benefit in the prospectus;
(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 C.M. Life, except to a former spouse of the annuitant in accordance
with the terms of a divorce decree or other written instrument incident to a
divorce.
Assignments may be subject to federal income tax.
2
<PAGE>
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 C.M. Life.
Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and
MMLISI will receive compensation for their activities as underwriters for the
Separate Account. Commissions will be paid through MMLISI and MML Distributors
to agents and selling brokers for selling the Contracts.
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
C.M. Life 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.
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. C.M. Life 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 C.M. Life to have resulted from the operation or maintenance of
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.
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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
C.M. Life 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 C.M. Life.
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.
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PERFORMANCE MEASURES
C.M. Life 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
C.M. Life 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 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, C.M. Life 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.
Non-Standard Total Returns
C.M. Life will also show total returns based on historical performance of the
sub-accounts and underlying funds. C.M. Life may assume the contracts were in
existence prior to their inception date, which they were not. Total return
percentages will include all fund level and separate account level charges. They
do not include the annual 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 will be calculated on the basis of the historical
performance of the funds, and may assume the contracts were in existence prior
their inception date (which they were not). Beginning as of the date the
contracts are available (inception date), actual accumulation unit values are
used for the calculations.
C.M. Life 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 it annualizes
the amount, the Company assumes 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 in force. The figures do not reflect
premium tax deductions, if any, which if included, would reduce the percentages
reported.
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FEDERAL TAX MATTERS
General
Note: The following description is based upon C.M. Life's understanding of
current federal income tax law applicable to annuities in general. C.M. Life
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. C.M. Life 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.
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.
C.M. Life is taxed as a life insurance company under the Code. For federal
income tax purposes, the separate account is not a separate entity from C.M.
Life, and its operations form a part of C.M. Life.
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
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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."
C.M. Life 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 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, C.M. Life 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.
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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 some 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
portion of the distributions not includible in gross income (i.e. returns of
after-tax contributions). The 20% withholding requirement also may not apply to
hardship distributions from a 401(k) plan or a tax-sheltered annuity 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. This treatment is applicable to withdrawals allocable to purchase
payments made after August 13, 1982 in an annuity contract entered into prior to
August 14, 1982 and withdrawals from an annuity contract entered into after
August 13, 1982. 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 C.M. Life'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.
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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 C.M. Life 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.
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.
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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.
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.
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.
d. Tax Sheltered Annuities
Section 403(b) of the Code permits the purchase of "tax sheltered annuities" by
public schools and certain charitable, educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying employers may make
contributions to the contracts for the benefit of their employees. Such
contributions are not includible in the gross income of the employees until the
employees receive distributions from the contracts. The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability, distributions, nondiscrimination and withdrawals. (See "Tax
Treatment of Withdrawals - Qualified Contracts" and "Tax Sheltered Annuities -
Withdrawal Limitations" below.) Employee loans are not allowable under the
contracts. Any employee 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 IRA
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
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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 IRA 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 IRA 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 IRA. The exception stated in
(c) above applies to an IRA 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 IRA. 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 beneficiary. If the required minimum distributions are not
made, a 50% penalty tax is imposed on the amount of a shortfall.
Tax Sheltered Annuities - Withdrawal Limitations
The Code limits the withdrawal of amounts attributable to contributions made
pursuant to a salary reduction agreement (as defined in Section 403(b)(11) of
the Code) to circumstances only when the owner: (1) attains age 59-1/2; (2)
separates from service; (3) dies; (4) becomes disabled (within the meaning of
Section 72(m)(7) of the Code; or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the contract owner's
value which represents contributions made by the owner and does not include any
investment results. The limitations on withdrawals became effective on January
1, 1989 and apply only to salary reduction contributions made after December 31,
1988, to income attributable to such contributions and to income attributable to
amounts held as of December 31, 1988. The limitations on withdrawals do not
affect transfers between tax sheltered annuity plans. Contract owners should
consult their own tax counsel or other tax adviser regarding any distributions.
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 1999). Includible compensation means earnings for services rendered to the
employer which are includible in the employee's 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.
EXPERTS
12
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We have included the financial statements of C.M. Life in this Statement of
Additional Information in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
PricewaterhouseCoopers LLP's report on the statutory financial statements of
C.M. Life includes explanatory paragraphs relating to the use of statutory
accounting practices rather than generally accepted accounting principles.
We have not included financial statements for the Separate Account herein
because, as of the date of this Statement of Additional Information, the
sub-accounts available under the contracts had no assets.
PricewaterhouseCoopers LLP is located in Springfield, Massachusetts 01101.
13
<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
--------------
No financial statements for the Separate Account have been included
because as of the date of this Registration Statement, the
Sub-Accounts available under the contracts had no assets.
The Depositor [to be filed]
-------------
Reports of Independent Accountants
Statutory Statements of Financial Position as of December 31, 1998
and 1997
Statutory Statements of Income for the years ended December 31, 1998,
1997 and 1996
Statutory Statements of Changes in Shareholder's equity for the years
ended December 31, 1998, 1997 and 1996
Statutory Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996
Notes to Statutory Financial Statements
(b) EXHIBITS
Exhibit 1 Resolution of Board of Directors of C.M. Life
authorizing the establishment of the Separate Account.7
Exhibit 2 Not Applicable.
Exhibit 3 (i) Principal Underwriting Agreement.1
(ii) Variable Products Dealer Agreement.9
(iii) Underwriting and Servicing Agreement. 1
Exhibit 4 Individual Variable Deferred Annuity Contract with
Flexible Purchase Payments 10
Exhibit 5 Form of Application Form. 10
Exhibit 6 (i) Copy of Articles of Incorporation of C.M. Life. 2
(ii) Copy of the Bylaws of C.M. Life. 2
14
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Exhibit 7 Not Applicable.
Exhibit 8 (a) Copy of the Form of Participation Agreement with
Oppenheimer Variable Account Funds.3
(b) Copy of the Form of Participation Agreement
with Panorama Series Fund, Inc.3
(c) Copy of the Form of Participation Agreement
with T. Rowe Price Equity Series, Inc.5
(d) Copy of the Form of Participation Agreement
with Fidelity's Variable Insurance Products
Fund II.5
(e) Copy of the Form of Participation Agreement
with American Century Variable Portfolios,
Inc.6
Exhibit 9 Opinion of and Consent of Counsel. 10
Exhibit 10 (i) Consent of Independent Accountants,
PricewaterhouseCoopers LLP. [to be filed]
(ii) Powers of Attorney. 4
(iii) Power of Attorney for Robert J. O'Connell.8
Exhibit 11 Not Applicable.
Exhibit 12 Not Applicable.
Exhibit 13 Form of Schedule of Computation of Performance. [to be
filed with post-effective amendment # 1]
Exhibit 14 Not Applicable.
1 Incorporated by reference to Initial Registration Statement
33-61679 filed on Form N-4 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 Registration Statement File No.
333-22557, filed on February 28, 1997.
4 Incorporated by reference to Post-Effective Amendment No. 4
to Registration Statement No. 33-61679, filed on Form N-4 on
December 21, 1998.
5 Incorporated by reference to Initial Registration Statement
No. 333-65887, filed on Form S-6 on October 20, 1998.
6 Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-41667 filed on Form S-6 on March
19, 1998.
7 Incorporated by reference to Post-Effective Amendment No. 3
to Registration Statement No. 33-61679, filed and effective May
1, 1998.
8 Incorporated by reference to Port-Effective Amendment No. 6
to Registration statement No. 333-41667 filed on Form S-6 in
April, 1999.
9 Incorporated by reference to Initial Registration Statement
No. 333-65887, filed on Form S-6 on October 20, 1998.
10 Filed herewith.
15
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
C.M. LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
NAME, POSITION and BUSINESS ADDRESS PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------------------------------
Lawrence V. Burkett, Jr., Director, President C.M. Life
and Chief 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)
- --------------------------------------------------------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------------------------------------------------------
Isadore Jermyn, Director and Senior Vice C.M. Life
President and Actuary Director (since 1998); Senior Vice President and Actuary (since 1996)
1295 State Street MassMutual
Springfield, MA 01111 Senior Vice President and Actuary (since 1999 and 1995-1998)
Senior Vice President and Chief Actuary (1998-1999)
Vice President and Actuary (1980-1995)
- --------------------------------------------------------------------------------------------------------------------------------
James E. Miller, Director and Senior Vice C.M. Life
President-Life Operations Director and Senior Vice President-Life Operations (since 1998)
140 Garden Street MassMutual
Hartford, CT 06154 Executive Vice President (since 1997 and 1987-1996)
UniCare Life & Health
Senior Vice President (1996-1997)
- --------------------------------------------------------------------------------------------------------------------------------
Robert J. O'Connell, Director C.M. Life
1295 State Street Director (since 1999)
Springfield, MA 01111 MassMutual
President and Chief Executive Officer (since 1999)
American International Group, Inc.
Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-1998)
- --------------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese, Director and Senior Vice C.M. Life
President-Investments Director and Senior Vice President-Investments (since 1996)
1295 State Street MassMutual
Springfield, MA 01111 Executive Vice President and Chief Investment Officer (since 1999)
Chief Executive Director-Investment Management (1997-1999)
Senior Vice President (1993-1997)
- --------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS (other than those who are also Directors):
- --------------------------------------------------------------------------------------------------------------------------------
Anne Melissa Dowling, Senior Vice C.M. Life
President-Large Corporate Marketing Senior Vice President-Large Corporate Marketing (since 1996)
140 Garden Street MassMutual
Hartford, CT 06154 Senior Vice President (since 1996)
Connecticut Mutual Life Insurance Company
Chief Investment Officer (1994-1996)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Edward M. Kline, Treasurer C.M. Life
1295 State Street Treasurer (since 1997)
Springfield, MA 01111 MassMutual
Vice President (since 1989) and Treasurer (since 1997)
- --------------------------------------------------------------------------------------------------------------------------------
Ann F. Lomeli, Secretary C.M. Life
1295 State Street Secretary (since 1988)
Springfield, MA 01111 MassMutual
Vice President, Secretary and Deputy General Counsel (since 1999)
Vice President, Secretary and Associate General Counsel (1998-1999)
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:
A. DIRECT SUBSIDIARIES OF MASSMUTUAL
MassMutual is the sole owner of each subsidiary unless otherwise indicated.
1. CM Assurance Company, a Connecticut corporation which operates as a life
and health insurance company. This subsidiary is inactive.
2. CM Benefit Insurance Company, a Connecticut corporation which operates as a
life and health insurance company. This subsidiary is inactive.
3. C.M. Life Insurance Company, a Connecticut corporation which operates as a
life and health insurance company.
4. MML Bay State Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company.
5. MML Distributors, LLC, a Connecticut limited liability company which
operates as a securities broker-dealer. (MassMutual - 99%; G.R. Phelps &
Co., Inc. - 1%)
6. MassMutual of Ireland, Limited, a corporation organized in the Republic of
Ireland which formerly operated to provide claims service to holders of
MassMutual group life and accident and health insurance contracts. This
subsidiary is inactive and will be dissolved in the near future.
17
<PAGE>
7. MassMutual Holding Company, a Delaware corporation which operates as a
holding company for certain MassMutual entities.
8. MassMutual Mortgage Finance, LLC, a Delaware limited liability company
which makes, acquires, holds and sells mortgage loans.
B. MASSMUTUAL HOLDING COMPANY GROUP
MassMutual Holding Company is the sole owner of each subsidiary or
affiliate unless otherwise indicated.
1. G.R. Phelps & Co, Inc., a Connecticut corporation which formerly operated
as a securities broker-dealer. This subsidiary is inactive and expected to
be dissolved.
2. MML Investors Services, Inc., a Massachusetts corporation which operates as
a securities broker-dealer. (MassMutual Holding Company - 86%; G.R. Phelps
& Co., Inc. - 14%)
3. MassMutual Holding MSC, Inc., a Massachusetts corporation which operates as
a holding company for MassMutual positions in investment entities organized
outside of the United States. This subsidiary qualifies as a "Massachusetts
Security Corporation" under Chapter 63 of the Massachusetts General Laws.
4. MassMutual Holding Trust I, a Massachusetts business trust which operates
as a holding company for separately-staffed MassMutual investment
subsidiaries.
5. MassMutual Holding Trust II, a Massachusetts business trust which operates
as a holding company for non-staffed MassMutual investment subsidiaries.
6. MassMutual International, Inc., a Delaware corporation which operates as a
holding company for those entities constituting MassMutual's international
insurance operations.
C. MML INVESTORS SERVICES, INC. GROUP
Set forth below are the direct and indirect subsidiaries of MML Investors
Services, Inc. The parent is the sole owner of each subsidiary unless otherwise
indicated.
Direct Subsidiaries of MML Investors Services, Inc.
- ---------------------------------------------------
1. MML Insurance Agency, Inc., a Massachusetts corporation which operates as
an insurance broker.
2. MML Securities Corporation, a Massachusetts corporation which operates as a
"Massachusetts Security Corporation" under Section 63 of the Massachusetts
General Laws.
Direct Subsidiaries of MML Insurance Agency, Inc.
- -------------------------------------------------
1. DISA Insurance Services of America, Inc., an Alabama corporation which
operates as an insurance broker.
2. Diversified Insurance Services of America, Inc., a Hawaii corporation which
operates as an insurance broker.
3. MML Insurance Agency of Mississippi, P.C., a Mississippi corporation which
operates as an insurance broker.
4. MML Insurance Agency of Nevada, Inc., a Nevada corporation which operates
as an insurance broker.
5. MML Insurance Agency of Ohio, Inc. an Ohio corporation which operates as an
insurance broker. (Controlled by MML Insurance Agency, Inc. through a
voting trust agreement.)
18
<PAGE>
6. MML Insurance Agency of Texas, Inc., a Texas corporation which operates as
an insurance broker. (Controlled by MML Insurance Agency, Inc. through an
irrevocable proxy arrangement.)
D. MASSMUTUAL HOLDING MSC, INC. GROUP
MassMutual Holding MSC, Inc. is the sole owner of each subsidiary or affiliate
unless otherwise indicated.
1. MassMutual Corporate Value Limited, a Cayman Islands corporation which
holds a 90% ownership interest in MassMutual Corporate Value Partners
Limited, another Cayman Islands corporation operating as a high-yield bond
fund. (MassMutual Holding MSC, Inc. - 46%)
2. 9048-5434 Quebec, Inc., a Canadian corporation which operates as the owner
of Hotel du Parc in Montreal, Quebec, Canada.
3. 1279342 Ontario Limited, a Canadian corporation which operates as the owner
of Deerhurst Resort in Huntsville, Ontario, Canada.
E. MASSMUTUAL HOLDING TRUST I GROUP
Set forth below are the direct and indirect subsidiaries and affiliates of
MassMutual Holding Trust I. The parent is the sole owner of each subsidiary
unless otherwise indicated.
Direct Subsidiaries of MassMutual Holding Trust I
- -------------------------------------------------
1. Antares Capital Corporation, a Delaware corporation which operates as a
finance company. (MassMutual Holding Trust I - 99%)
2. Charter Oak Capital Management, Inc., a Delaware corporation which operates
as a manager of institutional investment portfolios. (MassMutual Holding
Trust I - 80%)
3. Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which
operates as an investment adviser.
4. DLB Acquisition Corporation, a Delaware corporation which operates as a
holding company for the David L. Babson companies (MassMutual Holding Trust
I - 85%).
5. Oppenheimer Acquisition Corp., a Delaware corporation which operates as a
holding company for the Oppenheimer companies (MassMutual Holding Trust I -
89%).
Direct Subsidiary of DLB Acquisition Corporation
- ------------------------------------------------
David L. Babson and Company Incorporated, a Massachusetts corporation which
operates as an investment adviser.
Direct Affiliates of David L. Babson and Company Incorporated
- -------------------------------------------------------------
1. Babson Securities Corporation, a Massachusetts corporation which operates
as a securities broker-dealer.
2. Babson-Stewart Ivory International, a Massachusetts general partnership
which operates as an investment adviser. (David L. Babson and Company
Incorporated - 50%).
3. Potomac Babson Incorporated, a Massachusetts corporation which operates as
an investment adviser (David L. Babson and Company Incorporated - 60%).
19
<PAGE>
Direct Subsidiary of Oppenheimer Acquisition Corp.
- --------------------------------------------------
OppenheimerFunds, Inc., a Colorado corporation which operates as the investment
adviser to the Oppenheimer Funds.
Trinity Investment Management Corporation, a Pennsylvania corporation and
registered investment adviser which provides portfolio management and equity
research services primarily to institutional clients.
Direct Subsidiaries of OppenheimerFunds, Inc.
- ---------------------------------------------
1. Centennial Asset Management Corporation, a Delaware corporation which
operates as investment adviser and general distributor of the Centennial
Funds.
2. HarbourView Asset Management Corporation, a New York corporation which
operates as an investment adviser.
3. OppenheimerFunds Distributor, Inc., a New York corporation which operates
as a securities broker-dealer.
4. Oppenheimer Partnership Holdings, Inc., a Delaware corporation which
operates as a holding company.
5. Oppenheimer Real Asset Management, Inc., a Delaware corporation which is
the sub-adviser to a mutual fund investing in the commodities markets.
6. Shareholder Financial Services, Inc., a Colorado corporation which operates
as a transfer agent for mutual funds.
7. Shareholder Services, Inc., a Colorado corporation which operates as a
transfer agent for various Oppenheimer and MassMutual funds.
Direct Subsidiary of Centennial Asset Management Corporation
- ------------------------------------------------------------
Centennial Capital Corporation, a Delaware corporation which formerly sponsored
a unit investment trust.
Direct Affiliate of Cornerstone Real Estate Advisers, Inc.
- ----------------------------------------------------------
Cornerstone Office Management, LLC, a Delaware limited liability company which
serves as the general partner of Cornerstone Suburban Office, L.P. (Cornerstone
Real Estate Advisers, Inc. - 50%; MML Realty Management Corporation - 50%).
F. MASSMUTUAL HOLDING TRUST II GROUP
MassMutual Holding Trust II is the sole owner of each subsidiary.
1. CM Advantage, Inc., a Connecticut corporation which serves as a general
partner of real estate limited partnerships. The subsidiary is largely
inactive and will be dissolved in the near future.
2. CM International, a Delaware corporation which is the issuer of
collateralized mortgage obligation securities.
3. CM Property Management, Inc., a Connecticut corporation which serves as the
general partner of Westheimer 335 Suites Limited Partnership. The
partnership holds a ground lease with respect to hotel property in Houston,
Texas.
20
<PAGE>
4. HYP Management, Inc., a Delaware corporation which operates as the "LLC
Manager" of MassMutual High Yield Partners II LLC, a high yield bond fund.
5. MassMutual Benefits Management, Inc., a Delaware corporation which supports
MassMutual with benefit plan administration and planning services.
6. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual/Darby CBO IM, Inc., MassMutual/Darby CBO LLC, MassMutual High
Yield Partners II LLC, and other MassMutual investments.
7. MML Realty Management Corporation, a Massachusetts corporation which
formerly operated as a manager of properties owned by MassMutual.
8. Urban Properties, Inc., a Delaware corporation which serves as a general
partner of real estate limited partnerships and as a real estate holding
company.
Direct Affiliate of MMHC Investment, Inc.
- -----------------------------------------
MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the
"LLC Manager" of MassMutual/Darby CBO LLC, a collateralized bond obligation
fund. (MMHC Investment, Inc. - 50%)
Direct Affiliate of MML Realty Management Corporation
- -----------------------------------------------------
Cornerstone Office Management, LLC, a Delaware limited liability company
which serves as the general partner of Cornerstone Suburban Office, L.P.
(MML Realty Management Corporation - 50%; Cornerstone Real Estate Advisers,
Inc. - 50%).
G. MASSMUTUAL INTERNATIONAL, INC. GROUP
Set forth below are the direct or indirect subsidiaries and affiliates of
MassMutual International, Inc. The parent is the sole owner of each subsidiary
or affiliate unless otherwise indicated.
Direct Affiliates of MassMutual International, Inc.
- ---------------------------------------------------
1. MassMutual Internacional (Argentina) S.A., a corporation organized in the
Argentine Republic which operates as a holding company. (MassMutual
International, Inc. - 99%; MassMutual Holding Company - 1%)
2. MassMutual Internacional (Chile) S.A., a corporation organized in the
Republic of Chile which operates as a holding company. (MassMutual
International, Inc. - 99%; MassMutual Holding Company - 1%)
3. MassMutual International (Bermuda) Ltd., a corporation organized in Bermuda
which operates as a life insurance company.
4. MassMutual International (Luxembourg) S.A., a corporation organized in the
Grand Duchy of Luxembourg which operates as a life insurance company.
(MassMutual International, Inc. - 99%; MassMutual Holding Company - 1%)
5. MassLife Seguros de Vida, S.A., a corporation organized in the Argentine
Republic which operates as a life insurance company. (MassMutual
International, Inc. - 99.9%)
Direct Subsidiaries of MassMutual Internacional (Argentina) S.A.
- ----------------------------------------------------------------
MassMutual Services S.A., a corporation organized in the Argentine
21
<PAGE>
Republic which operates as a service company. (MassMutual Internacional
(Argentina) S.A. - 99%; MassMutual International, Inc. - 1%)
Direct Affiliate of MassMutual Internacional (Chile) S.A.
- ---------------------------------------------------------
1. Mass Seguros de Vida S.A., a corporation organized in the Republic of Chile
which operates as a life insurance company. (MassMutual Internacional
(Chile) S.A. - 33.5%)
2. Origen Inversiones S.A., a corporation organized in the Republic of Chile
which operates as a holding company. (MassMutual Internacional (Chile) S.A.
- 33.5%)
Direct Subsidiary of Origen Inversiones S.A.
- --------------------------------------------
Compania de Seguros Vida Corp S.A., corporation organized in the Republic of
Chile which operates as an insurance company. (Origen Inversiones S.A. - 99%)
H. REGISTERED INVESTMENT COMPANY AFFILIATES
Each of the following entities is a registered investment company sponsored by
MassMutual or one of its affiliates.
1. DLB Fund Group, a Massachusetts business trust which operates as an
open-end investment company advised by David L. Babson and Company
Incorporated. MassMutual owns at least 25% of each series of shares issued
by the fund.
2. MML Series Investment Fund, a Massachusetts business trust which operates
as an open-end investment company. All shares issued by the trust are owned
by MassMutual and certain of its affiliates.
3. MassMutual Corporate Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as
investment adviser to the trust.
4. MassMutual Institutional Funds, a Massachusetts business trust which
operates as an open-end investment company. All shares issued by the trust
are owned by MassMutual.
5. MassMutual Participation Investors, a Massachusetts business trust which
operates as a closed-end investment company. MassMutual serves as
investment adviser to the trust.
6. Oppenheimer Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. MassMutual and affiliates own a majority of
certain series of shares issued by the fund.
7. Panorama Series Fund, Inc., a Maryland corporation which operates as an
open-end investment company. All shares issued by the fund are owned by
MassMutual and certain affiliates.
ITEM 27. NUMBER OF CONTRACT OWNERS
Not applicable because there were no contracts sold as of the date of this
Registration Statement.
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,
22
<PAGE>
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
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 be
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
23
<PAGE>
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.
24
<PAGE>
Item 29. Principal Underwriters
(a) MML Distributors, LLC, a controlled 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 for the
contracts. The following people are officers and member
representatives of the principal underwritier.
OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC
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
Marilyn A. Sponzo Chief Legal Officer One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
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
25
<PAGE>
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
Anne Melissa Dowling Large Corporate Markets 140 Garden Street
Supervisor Hartford, CT 06154
(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
OFFICER BUSINESS ADDRESS
- ------- ----------------
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, Springfield, MA 01144-1013
Assistant Secretary
Ronald E. Thomson One Monarch Place
Vice President, Treasurer 1414 Main Street
Springfield, MA 01144-1013
Ann F. Lomeli 1295 State Street
Secretary/Clerk Springfield, MA 01111
John E. Forrest One Monarch Place
Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013
Marilyn A. Sponzo One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013
James Furlong One Monarch Place
Chief Operations Officer 1414 Main Street
Springfield, MA 01144-1013
James T. Bagley One Monarch Place
Controller 1414 Main Street
Springfield, MA 01144-1013
David Deonarine One Monarch Place
Sr. Registered Options 1414 Main Street
Principal Compliance Principal Springfield, MA 01144-1013
Registered Options Principal
Nicholas J. Orphan 245 Peach Tree Center Ave., Suite 2330
Regional Supervisor (South) Atlanta, GA 30303
Robert W. Kumming
Retirement Services Regional 1295 State Street
Supervisor (East/Central) Springfield, MA 01111
Peter J. Zummo
Retirement Services 1295 State Street
Regional Supervisor (South/West) Springfield, MA 01111
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<PAGE>
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 60161
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
Robert J. O'Connell 1295 State Street
Chairman of the Board of Directors Springfield, MA 01144
Susan Alfano 1295 State Street
Director Springfield, MA 01111
Lawrence V. Burkett, Jr. 1295 State Street
Director Springfield, MA 01111
John B. Davies 1295 State Street
Director Springfield, MA 01111
Anne Melissa Dowling 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
Burvin E. Pugh, Jr. 1295 State Street
Director Springfield, MA 01111
(c) See the section captioned "Distribution" in the Statement of
Additional Information.
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 through C.M. Life Insurance Company, 140 Garden
Street, Hartford CT.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old for so long as payment under the variable
annuity contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(2) a postcard or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a Statement of
Additional Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
27
<PAGE>
d. C.M. Life Insurance Company hereby represents that the fees and charges
deducted under the individual or group deferred variable annuity contracts
with flexible purchase payments described in this Registration Statement in
the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by C.M. Life
Insurance Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, C.M.
Multi-Account A, certifies that it has caused this Registration Statement 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 16th day of
June, 1999.
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 June 16, 1999 as Attorney-in-Fact pursuant to
- ---------------------
*Richard M. Howe powers of attorney.
As required by the Securities Act of 1933, this Initial Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence V. Burkett, Jr.* Director, President and Chief June 16, 1999
- ----------------------------- Executive Officer
Lawrence V. Burkett, Jr.
/s/ Edward M. Kline* Vice President and Treasurer June 16, 1999
- -------------------- (Principal Financial Officer)
Edward M. Kline
/s/ John M. Miller, Jr.* Vice President and Comptroller June 16, 1999
- ------------------------ (Principal Accounting Officer)
John M. Miller Jr.
/s/ John B. Davies* Director June 16, 1999
- -------------------
John B. Davies
/s/ Stuart H. Reese* Director June 16, 1999
- --------------------
Stuart H. Reese.
/s/ Isadore Jermyn* Director June 16, 1999
- -------------------
Isadore Jermyn
/s/ James Miller* Director June 16, 1999
- -----------------
James Miller
/s/ Richard M. Howe On June 16, 1999, as Attorney-in-Fact pursuant
- ------------------- to powers of attorney.
*Richard M. Howe
28
<PAGE>
EXHIBIT INDEX
4 Individual Variable Deferred Annuity Contract with Flexible Purchase
Payments
5 Form of Application Form
9 Opinion of and Consent of Counsel.
29
<PAGE>
EXHIBIT 4
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
C.M. Life Insurance Company (Company) will make Annuity Payments starting on the
Annuity Date, in accordance with the provisions of this Contract.
This Contract is issued by the Company at its Home Office, 140 Garden Street,
Hartford, Connecticut 06154, on the Issue Date. The Contract is issued in
exchange for the payment of the initial Purchase Payment.
RIGHT TO EXAMINE CONTRACT: This Contract may be returned to the Company for any
reason within ten (10) calendar days after its receipt by the Contract Owner. It
may be returned by delivering or mailing it to the Company at its Annuity
Service Center. When this Contract is received by the Company it will be voided
as if it had never been in force. Upon its return, the Company will refund,
within seven days, the Contract Value next computed after receipt of this
Contract by the Company at its Annuity Service Center. This may be more or less
than the Purchase Payments.
THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY
READ YOUR CONTRACT CAREFULLY
SECRETARY PRESIDENT
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
Nonparticipating
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
MUVA94 Page 1 of 30
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TABLE OF CONTENTS
CONTRACT SCHEDULE ....................................................... 4
DEFINITIONS ............................................................. 5
PURCHASE PAYMENT PROVISIONS ............................................. 7
PURCHASE PAYMENTS .............................................. 7
SUBSEQUENT PURCHASE PAYMENTS ................................... 7
ALLOCATION OF PURCHASE PAYMENTS ................................ 7
SEPARATE ACCOUNT PROVISIONS ............................................. 7
THE SEPARATE ACCOUNT ........................................... 7
VALUATION OF ASSETS ............................................ 7
ACCUMULATION UNITS ............................................. 8
ACCUMULATION UNIT VALUE ........................................ 8
MORTALITY AND EXPENSE RISK CHARGE .............................. 8
ADMINISTRATIVE CHARGE .......................................... 8
DISTRIBUTION CHARGE ............................................ 9
MORTALITY AND EXPENSE GUARANTEE ................................ 9
ANNUAL CONTRACT MAINTENANCE CHARGE ...................................... 9
DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE ............... 9
TRANSFERS ............................................................... 9
TRANSFERS DURING THE ACCUMULATION PERIOD ....................... 9
TRANSFERS DURING THE ANNUITY PERIOD ............................ 10
WITHDRAWAL PROVISIONS ................................................... 11
WITHDRAWAL ..................................................... 11
CONTINGENT DEFERRED SALES CHARGE ............................... 11
WITHDRAWAL CHARGE .............................................. 11
PROCEEDS PAYABLE ON DEATH ............................................... 12
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD ......... 12
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD ............ 12
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD ........... 12
DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD .............. 12
DEATH OF ANNUITANT ............................................. 13
PAYMENT OF DEATH BENEFIT ....................................... 13
BENEFICIARY .................................................... 13
CHANGE OF BENEFICIARY .......................................... 13
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION ............................ 14
MUVA94 Page 2 of 30
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ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS ............................. 14
ANNUITANT ...................................................... 14
CONTRACT OWNER ................................................. 14
JOINT CONTRACT OWNERS .......................................... 14
ASSIGNMENT OF THE CONTRACT ..................................... 15
GENERAL PROVISIONS ...................................................... 15
THE CONTRACT ................................................... 15
CONTRACT CHANGES BY THE COMPANY ................................ 15
CONTRACT CHANGES BY THE CONTRACT OWNER ......................... 15
CONTRACT TERMINATION ........................................... 16
INCONTESTABILITY ............................................... 16
MISSTATEMENT OF AGE OR SEX ..................................... 16
NON-BUSINESS DAYS .............................................. 16
NON-PARTICIPATING .............................................. 16
PROTECTION OF PROCEEDS ......................................... 16
REGULATORY REQUIREMENTS ........................................ 16
REPORTS ........................................................ 16
PREMIUM AND OTHER TAXES ........................................ 17
ANNUITY PROVISIONS ...................................................... 17
ANNUITY GUIDELINES ............................................. 17
ANNUITY PAYMENTS ............................................... 16
FIXED ANNUITY .................................................. 16
VARIABLE ANNUITY ............................................... 16
ANNUITY UNITS AND PAYMENTS ..................................... 16
ANNUITY UNIT VALUE ............................................. 16
ANNUITY OPTIONS ................................................ 19
Annuity Option A - Life Income ............................ 19
Annuity Option B - Life Income with Period Certain ........ 19
Annuity Option C - Joint and Last Survivor Payments ....... 19
Annuity Option D - Joint and 2/3 Survivor Annuity ......... 19
Annuity Option E - Period Certain ......................... 19
Annuity Option F - Special Income Settlement Agreement .... 19
ANNUITY RATES ........................................................... 20
Fixed Annuity Rates ............................................ 20
Fixed Annuity Rates Table 1 ............................... 21
Fixed Annuity Rates Table 2 ............................... 22
Fixed Annuity Rates Table 3 ............................... 23
Fixed Annuity Rates Table 4 ............................... 24
Variable Annuity Rates ......................................... 25
Variable Annuity Rates Table 5 ............................ 26
Variable Annuity Rates Table 6 ............................ 27
Variable Annuity Rates Table 7 ............................ 28
Variable Annuity Rates Table 8 ............................ 29
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CONTRACT SCHEDULE
REVISION DATE:
CONTRACT OWNER: AGE AND SEX:
ANNUITANT: AGE AND SEX:
CONTRACT NUMBER: ISSUE DATE:
ANNUITY DATE:
As designated by the Contract Owner at the Issue Date, unless changed in
accordance with the Contract.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: $25,000
MINIMUM SUBSEQUENT PURCHASE PAYMENT: $250, or, if the automatic investment plan
option is elected, $100.
MAXIMUM TOTAL PURCHASE PAYMENTS: For Contract Owners up to Age 75 on the Issue
Date, the maximum total Purchase Payments are $1 Million; for Contract Owners
over Age 75 on the Issue Date, the maximum total Purchase Payments are $500,000.
Purchase Payments above these amounts must be preapproved by the Company. For
Joint Contract Owners, Age refers to the oldest Joint Contract Owner.
ALLOCATION GUIDELINES:
1. There are no limitations on the number of Sub-Accounts that can be selected
by a Contract Owner.
2. Contract Owners can have Purchase Payments allocated to the Fixed Account
in accordance with the attached Declared Interest Rate Fixed Account
Endorsement.
3. If the Purchase Payments and forms required to issue a Contract are in good
order, the initial Net Purchase Payment will be credited to the Contract
within two (2) business days after receipt at the Annuity Service Center.
Additional Purchase Payments will be credited to the Contract as of the
Valuation Period when they are received.
MUVA94 4A of 30 Product Name
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<PAGE>
FIXED ACCOUNT:
MINIMUM GUARANTEED INTEREST RATE: 3%
SEPARATE ACCOUNT: C.M. Multi-Account A
ELIGIBLE INVESTMENTS, SERIES AND SUB-ACCOUNTS:
Oppenheimer Variable Account Funds
Money Fund/VA Money Sub-Account
Strategic Bond Fund/VA Strategic Bond Sub-Account
Main Street Growth & Income Fund/VA Main Street Growth & Income Sub-Account
High Income Fund/VA High Income Sub-Account
Capital Appreciation Fund/VA Capital Appreciation Sub-Account
Global Securities Fund/VA Global Securities Sub-Account
Panorama Series Fund I, Inc.
Total Return Portfolio Total Return Sub-Account
Growth Portfolio Growth Sub-Account
International Equity Portfolio International Equity Sub-Account
Variable Insurance Products Fund II - Contrafund Portfolio; Contrafund
Sub-Account
American Century Variable Portfolios, Inc. VP Income & Growth Portfolio; Income
& Growth Sub-Account
T. Rowe Price Equity Series, Inc. - Mid-Cap Growth Portfolio; Mid-Cap Growth
Sub-Account
MML Series Investment Fund
MML Small Cap Value Equity Fund Small Cap Value Equity Sub-Account
MML Equity Fund Equity Sub-Account
MML Blend Fund Blend Sub-Account
MML Equity Index Fund Equity Index Sub-Account
MML Growth Equity Fund Growth Equity Sub-Account
MML Small Cap Growth Equity Fund Small Cap Growth Equity Sub-Account
MML Managed Bond Fund Managed Bond Sub-Account
ANNUAL CONTRACT MAINTENANCE CHARGE: On the last day of each Contract Year an
annual fee not to exceed $60.00 per Contract Year will be deducted. However, if
the Contract Value on the last day of the Contract Year is at least $100,000,
then no Annual Contract Maintenance Charge will be deducted. If a total
withdrawal is made on other than the last day of the Contract Year and the
Contract Value for the Valuation Period during which the total withdrawal is
made is less than $100,000, the Annual Contract Maintenance Charge will be
deducted at the time of the total withdrawal. The Contract Maintenance Charge
will be deducted from the Sub-Accounts and the Fixed Account in the same
proportion that the amount of the Contract Value in each Sub-Account or Fixed
Account bears to the total Contract Value. If the Annuity Date is not the last
day of the Contract Year and the Contract Value on the Annuity Date is less than
$100,000, then a pro-rata portion of the Annual Contract Maintenance Charge will
be deducted on the Annuity Date. During the Annuity Period, the Annual Contract
Maintenance Charge will be deducted pro-rata from Annuity Payments regardless of
Contract size and will result in a reduction of each Annuity Payment.
MORTALITY AND EXPENSE RISK CHARGE: The current charge is equal on an annual
basis to 1.34% of the average daily net asset value of the Separate Account for
the first Ten Contract Years, subject to a maximum charge of 1.50%, and 1.09%
thereafter, subject to a maximum charge of 1.35%.
ADMINISTRATIVE CHARGE: The current charge is equal on an annual basis to 0.15%
of the average daily net asset value of the Separate Account. The maximum
Administrative Charge will not exceed 0.25% of the average daily net asset value
of the Separate Account.
MUVA95.1 4B of 30 Product Name
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TRANSFERS:
NUMBER OF TRANSFERS: Subject to the conditions imposed on such transfers by
the Company, Contract Owners may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to further limit the number of
transfers in the future.
FREE TRANSFERS: 12 per calendar year during the Accumulation Period; 6 per
calendar year during the Annuity Period. All transfers made during a
Valuation Period are deemed to be one transfer.
TRANSFER FEE: The Transfer fee will not exceed the lesser of $20 or 2% of
the amount transferred for each transfer beyond the 12 free unscheduled
transfers allowed per calendar year. In addition, all transfers made as a
result of a dollar cost averaging or rebalancing program will be considered
as free scheduled transfers that do not count toward the 12 free
unscheduled transfers.
MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: The minimum amount of a
transfer is $1,000 per transfer request (from one or multiple Sub-Accounts
and the Fixed Account during the Accumulation Period) or the Contract
Owner's entire interest in the Sub-Account or Fixed Account, if less. This
requirement is waived if the transfer is made in connection with the
rebalancing program.
Transfers out of the Fixed Account during any Contract Year are limited in
amount to thirty percent (30%) of the Contract Owner's Contract Value
allocated to the Fixed Account determined as of the end of the previous
Contract Year. Transfers out of the Fixed Account are done on a
first-in-first-out basis.
Transfers between Competing Accounts are not allowed. The Fixed Account and
the Money Market Sub-Account are considered Competing Accounts. For a
period of ninety (90) days following a transfer out of a Competing Account,
no transfers may be made into the other Competing Account. In addition, for
a period of ninety (90) days following a transfer into a Competing Account,
no transfers may be made out of the other Competing Account.
MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT OR THE FIXED ACCOUNT
AFTER A TRANSFER: $1,000; or $0 if the entire amount in the Sub-Account or
Fixed Account is transferred.
WITHDRAWALS:
CONTINGENT DEFERRED SALES CHARGE: None
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FREE WITHDRAWAL AMOUNT: Unlimited Free Withdrawals. Not subject to any
Withdrawal Charges.
WITHDRAWAL CHARGE: None
MINIMUM PARTIAL WITHDRAWAL: $250
MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: $25,000
NUMBER OF PARTIAL WITHDRAWALS PERMITTED: No Limit
ANNUITY GUIDELINE PARAMETERS:
1. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump
sum. If any Annuity Payment is less than $100, the Company reserves
the right to change the payment basis to equivalent quarterly,
semi-annual or annual payments.
2. The Annuity Date must be the first day of a calendar month. The
Annuity Date cannot be earlier than five years after the Issue Date.
3. The latest permitted Annuity Date is the earlier of:
(i) the 100th birthday of the Annuitant or the oldest joint
Annuitant;
(ii) the latest date permitted under state law; or
(iii) the 100th birthday of the Contract Owner or the oldest Joint
Owner.
RIDERS: Individual Retirement Annuity Endorsement
Accumulation Death Benefit Endorsement
Reset Death Benefit Endorsement
Annual Ratchet Death Benefit Endorsement
Basic Death Benefit Endorsement
Unisex Annuity Rates Contract Endorsement
Tax Sheltered Annuity Endorsement
Qualified Plan Contract Endorsement
Section 457 Plan Endorsement
Declared Interest Rate Fixed Account Endorsement
Terminal Illness Benefit Endorsement
Fixed Account for Dollar Cost Averaging Endorsement
Exchange Endorsement
DEATH BENEFIT ENDORSEMENT CHARGE: The maximum charge will not exceed 0.20% on an
annual basis of the average daily net asset value of the Separate Account. The
maximum charge will not exceed 0.35% on an annual basis of the average daily net
asset value of the Separate Account for ages 16-60 at Issue Date. The maximum
charge will not exceed 0.50% on an annual basis of the average daily net asset
value of the Separate Account for ages 61-70 at Issue Date. The maximum charge
will not exceed 0.70% on an annual basis of the average daily net asset value of
the Separate Account for ages 71 and older at Issue Date. None.
ANNUITY SERVICE CENTER:
C.M. Life Insurance Company
Annuity Service Center, H565
P.O. Box 9067
Springfield, MA 01102-9067
MUVA99 4D of 30 Product Name
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DEFINITIONS
ACCUMULATION PERIOD The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.
ACCUMULATION UNIT A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate
Account during the Accumulation Period.
AGE The age of any Contract Owner or Annuitant on his/her
birthday nearest the date for which age is being
determined.
ANNUITANT The primary person upon whose life Annuity Payments are to
be made. On or after the Annuity Date, the Annuitant shall
also include any joint Annuitant.
ANNUITY DATE The date on which Annuity Payments begin. The Annuity Date
is shown on the Contract Schedule.
ANNUITY PAYMENTS The series of payments that will begin on the Annuity
Date.
ANNUITY OPTIONS Options available for Annuity Payments.
ANNUITY PERIOD The period which begins on the Annuity Date and ends with
the last Annuity Payment.
ANNUITY RESERVE The assets which support the Annuity Option selected by
the Contract Owner during the Annuity Period.
ANNUITY SERVICE The office indicated on the Contract Schedule of this
CENTER Contract to which notices, requests and Purchase Payments
must be sent. All sums payable by the Company under this
Contract are payable only at the Annuity Service Center.
ANNUITY UNIT A unit of measure used to determine the amount of each
Variable Annuity Payment after the Annuity Date.
BENEFICIARY The person(s) or entity(ies) designated to receive the
death benefit provided by this Contract.
CONTRACT An anniversary of the Issue Date of this Contract.
ANNIVERSARY
CONTRACT OWNER The person(s) or entity(ies) entitled to the ownership
rights stated in this Contract.
CONTRACT VALUE The sum of the Contract Owner's interest in the
Sub-Accounts of the Separate Account during the
Accumulation Period.
CONTRACT YEAR The first Contract Year is the annual period which begins
on the Issue Date. Subsequent Contract Years begin on each
anniversary of the IssueDate.
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ELIGIBLE INVESTMENT An investment entity shown on the Contract Schedule into
which assets of the Separate Account will be invested.
FIXED ANNUITY A series of payments made during the Annuity Period which
are guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT The Company's general investment account which contains
all the assets of the Company with the exception of the
Separate Account and other segregated asset accounts.
ISSUE DATE The date on which this Contract became effective.
NET PURCHASE A Purchase Payment less any Premium Tax assessed by any
state or PAYMENT other jurisdiction.
PREMIUM TAX A tax imposed by certain states and other jurisdictions
when a Purchase Payment is made, when Annuity Payments
begin, or when the Contract is surrendered.
PURCHASE PAYMENT During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to this Contract.
REVISION DATE The date of any revised Contract Schedule. A revised
Contract Schedule bearing the latest Revision Date will
supersede all previous Contract Schedules.
SEPARATE ACCOUNT The Company's Separate Account designated on the Contract
Schedule.
SERIES A segment of an Eligible Investment which constitutes a
separate and distinct class of shares into which assets of
a Sub-Account will be invested.
SUB-ACCOUNT Separate Account assets are divided into Sub-Accounts
which are listed on the Contract Schedule. Assets of each
Sub-Account will be invested in shares of an Eligible
Investment or a Series of an Eligible Investment.
VALUATION DATE Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for
business.
VALUATION PERIOD The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of
business for the next succeeding Valuation Date.
VARIABLE ANNUITY An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified
Sub-Accounts of the Separate Account.
WRITTEN REQUEST A request in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.
MUVA94 Page 6 of 30
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PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
The initial Purchase Payment is due on the Issue Date. The minimum and maximum
subsequent and total Purchase Payments are shown on the Contract Schedule. The
Company reserves the right to reject any Application or Purchase Payment.
SUBSEQUENT PURCHASE PAYMENTS
Subject to the minimum subsequent and maximum total shown on the Contract
Schedule, the Contract Owner may make subsequent Purchase Payments.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by the Contract Owner at the time the Contract is issued.
Unless otherwise changed by Written Request by the Contract Owner, subsequent
Net Purchase Payments are allocated in the same manner as the initial Net
Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Contract Schedule. The Company has reserved
the right to allocate initial Purchase Payments to the Money Market Sub-Account
until the expiration of the Right to Examine Contract period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
The Separate Account is designated on the Contract Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general assets and all other separate account assets of the Company. The assets
of the Separate Account equal to reserves and other liabilities will not be
charged with liabilities arising out of any other business the Company may
conduct.
The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed in the Contract Schedule. The
assets of the Sub-Accounts are allocated to the Eligible Investment(s) and the
Series, if any, within an Eligible Investment shown on the Contract Schedule.
The Company may, from time to time, add additional Eligible Investments or
Series to those shown on the Contract Schedule. The Contract Owner may be
permitted to transfer Contract Values or allocate Net Purchase Payments to the
additional Eligible Investments or Series. However, the right to make such
transfers or allocations will be limited by the terms and conditions imposed by
the Company.
Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under this Contract.
VALUATION OF ASSETS
The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.
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ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a
Sub-Account purchased or cancelled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
by multiplying the Accumulation Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the Sub-Account for the
current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
current Valuation Period; plus
(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the current
Valuation Period; less
(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or
maintenance of the Sub-Account.
B is the net asset value per share of the Eligible Investment or Series
of an Eligible Investment held by the Sub-Account for the immediately
preceding Valuation Period.
C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution Charge
which are shown on the Contract Schedule.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Mortality and Expense
Risk Charge compensates the Company for assuming the mortality and expense risks
under this Contract.
ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Contract Schedule. The Administrative Charge compensates the
Company for the costs associated with the administration of this Contract and
the Separate Account.
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DISTRIBUTION CHARGE
Each Valuation Period, the Company deducts a Distribution Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis to the
amount shown on the Contract Schedule. The Distribution Charge compensates the
Company for the costs associated with the distribution of this Contract.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or expense
experience.
ANNUAL CONTRACT MAINTENANCE CHARGE
DEDUCTION FOR ANNUAL CONTRACT MAINTENANCE CHARGE
The Company deducts an Annual Contract Maintenance Charge from the Contract
Value or Annuity Payments to reimburse it for expenses relating to maintenance
of this Contract. The Annual Contract Maintenance Charge is shown on the
Contract Schedule.
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of transfers,
shown on the Contract Schedule, that can be made during the Accumulation Period,
the Contract Owner may transfer all or part of the Contract Owner's interest in
a Sub-Account by Written Request without the imposition of any fee or charge if
there have been no more than the number of free transfers shown on the Contract
Schedule. All transfers are subject to the following:
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Contract Schedule, for each
subsequent transfer permitted. The Transfer Fee will be deducted from
the Contract Owner's interest in the Sub-Account from which the
transfer is made. However, if the Contract Owner's entire interest in
a Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Contract Values are being
transferred from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion to
the amount transferred from each Sub-Account.
2. The minimum amount which can be transferred is shown on the Contract
Schedule. The minimum amount which must remain in a Sub-Account is
shown on the Contract Schedule.
3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Accumulation Units will be determined as of the
end of the Valuation Period during which the request for transfer is received at
the Annuity Service Center.
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TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Contract Owner may make transfers, by Written
Request, as follows:
1. The Contract Owner may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company on the
number of transfers, shown on the Contract Schedule, that can be made.
If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Contract Schedule, for each
subsequent transfer permitted. The Transfer Fee will be deducted from
the Contract Owner's interest in the Sub-Account from which the
transfer is made. However, if the Contract Owner's entire interest in
a Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Annuity Reserves are being
transferred from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion to
the amount transferred from each Sub-Account.
2. The Contract Owner may, once each Contract Year, make a transfer from
one or more Sub-Accounts to the General Account. The Contract Owner
may not make a transfer from the General Account to the Separate
Account.
3. Transfers between Sub-Accounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of
the Sub-Account to which the transfer is made, so that the next
Annuity Payment if it were made at that time would be the same amount
that it would have been without the transfer. Thereafter, Annuity
Payments will reflect changes in the value of the new Annuity Units.
The amount transferred to the General Account from a Sub-Account will
be based on the Annuity Reserves for the Contract Owner in that
Sub-Account. Transfers to the General Account will be made by
converting the Annuity Units being transferred to purchase fixed
Annuity Payments under the Annuity Option in effect and based on the
Age of the Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is shown on the Contract
Schedule. The minimum amount which must remain in a Sub-Account is
shown on the Contract Schedule.
5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Contract Owner elects to use this transfer privilege, the Company will
not be liable for transfers made in accordance with the Contract Owner's
instructions. All amounts and Annuity Unit Values will be determined as of the
end of the Valuation Period during which the request for transfer is received at
the Annuity Service Center.
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WITHDRAWAL PROVISIONS
WITHDRAWAL
During the Accumulation Period, the Contract Owner may, upon Written Request,
make a total or partial withdrawal of the Contract Withdrawal Value. The
Contract Withdrawal Value is:
1. The Contract Value as of the end of the Valuation Period during which
a Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Contingent Deferred Sales Charge, if any; less
4. The Withdrawal Charge, if any; less
5. The Annual Contract Maintenance Charge, if any; less
6. Any Purchase Payments credited to the Contract when based upon checks
that have not cleared the drawer bank.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Contract Owner's interest in the
Sub-Account bears to the total Contract Value. The Contract Owner must specify
by Written Request in advance which Sub-Account Units are to be canceled if
other than the above method is desired. If the Contract Owner makes a total
withdrawal, all of the Contract Owner's rights and interests in the Contract
will terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
Provision is in effect.
Each partial withdrawal must be for an amount which is not less than the minimum
amount shown on the Contract Schedule. The Contract Value which must remain in
the Contract after a partial withdrawal is shown on the Contract Schedule. The
Company reserves the right to limit the number of partial withdrawals that can
be made from a Contract. The current number of partial withdrawals permitted is
shown on the Contract Schedule.
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge may be deducted in the event of a withdrawal
of all or a portion of the Contract Value. The Contingent Deferred Sales Charge
and Free Withdrawal Amounts are set out on the Contract Schedule.
WITHDRAWAL CHARGE
A service fee (Withdrawal Charge) may be deducted in the event of a withdrawal.
The Withdrawal Charge is set out on the Contract Schedule.
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PROCEEDS PAYABLE ON DEATH
DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD
Upon the death of the Contract Owner or a Joint Contract Owner during the
Accumulation Period, the death benefit will be paid to the Beneficiary
designated by the Contract Owner. Upon the death of a Joint Contract Owner, the
surviving Joint Contract Owner, if any, will be treated as the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Contract Owner he
or she may elect to continue the Contract at the then current Contract Value in
his or her own name and exercise all the Contract Owner's rights under the
Contract.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Contract Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Contract Owner during the
Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
--------
Option 2 - the payment of the entire death benefit within 5 years of the
-------- date of the death of the Contract Owner; or
Option 3 - payment of the death benefit under an Annuity Option over the
-------- lifetime of the Beneficiary or over a period not extending
beyond the life expectancy of the Beneficiary with distribution
beginning within one year of the date of death of the Contract
Owner or any Joint Contract Owner.
Any portion of the death benefit not applied under Option 3 within one year of
the date of the Contract Owner's death must be distributed within five years of
the date of death.
A spousal Beneficiary may elect to continue the Contract in his or her own name,
elect a lump sum payment of the death benefit or apply the death benefit to an
Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.
DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD
If the Contract Owner or a Joint Contract Owner, who is not the Annuitant, dies
during the Annuity Period, any remaining payments under the Annuity Option
elected will continue at least as rapidly as under the method of distribution in
effect at such Contract Owner's death. Upon the death of a Contract Owner during
the Annuity Period, the Beneficiary becomes the Contract Owner.
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DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Contract Owner, during the
Accumulation Period, the Contract Owner may designate a new Annuitant, subject
to the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Contract Owner will become the
Annuitant. If the Contract Owner is a non-natural person, the death of the
Annuitant will be treated as the death of the Contract Owner and a new Annuitant
may not be designated.
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the
finding of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
BENEFICIARY
The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Contract Owner provides otherwise, the death benefit
will be paid in equal shares to the survivor(s) as follows:
1. to the Primary Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Contract Owner's
and/or the Annuitant's death, as applicable; or if there are none
3. to the estate of the Contract Owner.
Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is named,
the Contract Owner retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Contract Owner
may change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change
may be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
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SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
1. The New York Stock Exchange is closed (other than customary weekend
and holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets; or
4. During any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Contract Owners;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Contract Owner at the Issue Date,
unless changed prior to the Annuity Date. The Annuitant may not be changed in a
Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect.
CONTRACT OWNER
The Contract Owner has all right under this Contract. The Contract Owner is the
person designated as such on the Issue Date, unless changed.
The Contract Owner may change owners at any time prior to the Annuity Date by
Written Request. A change of Contract Owner will automatically revoke any prior
designation of Contract Owner. The change will become effective as of the date
the Written Request is signed. A new designation of Contract Owner will not
apply to any payment made or action taken by the Company prior to the time it
was received.
JOINT CONTRACT OWNERS
The Contract can be owned by Joint Contract Owners. If Joint Contract Owners are
named, any Joint Contract Owner must be the spouse of the other Contract Owner.
Upon the death of either Contract Owner, the surviving spouse will be the
Primary Beneficiary. Any other Beneficiary designation will be treated as a
Contingent Beneficiary unless otherwise indicated in a Written Request.
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ASSIGNMENT OF THE CONTRACT
A Written Request specifying the terms of an assignment of this Contract must be
provided to the Annuity Service Center. Until the Written Request is received,
the Company will not be required to take notice of or be responsible for any
transfer of interest in this Contract by assignment, agreement, or otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.
If this Contract is assigned, the Contract Owner's rights may only be exercised
with the consent of the assignee of record.
GENERAL PROVISIONS
THE CONTRACT
The entire Contract consists of this Contract, any Application and any riders or
endorsements attached to this Contract.
CONTRACT CHANGES BY THE COMPANY
The Company reserves the right to amend this Contract to meet the requirements
of any applicable federal or state laws or regulations, or as otherwise provided
in this Contract. The Company will notify the Contract Owner in writing of such
amendments.
Any changes to this Contract by the Company must be signed by an authorized
officer of the Company. Agents of the Company have no authority to alter or
modify any of the terms, conditions, agreements of this Contract, or to waive
any of its provisions.
CONTRACT CHANGES BY THE CONTRACT OWNER
The Contract Owner may, subject to the Company's underwriting rules then in
effect and in accordance with the provisions of this Contract, by Written
Request:
1. change the Contract Owner;
2. change the Annuity Date and/or the Annuity Option at any time up to
thirty (30) calendar days before the current Annuity Date, provided
the Annuitant is then living;
3. change the Beneficiary; or
4. change the Annuitant, prior to the Annuity Date.
A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.
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CONTRACT TERMINATION
This Contract will terminate upon the occurrence of any of the following events:
1. the date of the last Annuity Payment;
2. the date payment is made of the entire Contract Value;
3. the date of the last death benefit payment to the last Beneficiary;
4. the date the Contract is returned under the Right to Examine Contract
provision.
INCONTESTABILITY
The Company shall not contest the validity of this Contract.
MISSTATEMENT OF AGE OR SEX
If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Contract Value, reduced by any applicable Premium
Tax, Annual Contract Maintenance Charge, and Contingent Deferred Sales Charge,
would have purchased at the correct Age and sex. After correction, the Annuitant
will receive the sum of any underpayments made by the Company within thirty (30)
calendar days. The amount of any overpayments made by the Company will be
charged against the payment(s) following the correction.
NON-BUSINESS DAYS
If the due date for any activity required by the Contract falls on a
non-business day for the Company, performance will be rendered on the first
business day following the due date.
NON-PARTICIPATING
This Contract is non-participating and will not share in any surplus earnings of
the Company. No dividends are payable on this Contract.
PROTECTION OF PROCEEDS
To the extent permitted by law, all payments under this Contract shall be free
from legal process and the claim of any creditor if the person is entitled to
them under this Contract. No payment and no amount under this Contract can be
taken or assigned in advance of its payment date unless the Company receives the
Contract Owner's written consent.
REGULATORY REQUIREMENTS
All values payable under this Contract will not be less than the minimum
benefits required by the laws and regulations of the state in which the Contract
is delivered.
REPORTS
Each year the Company will provide to the Contract Owner an accounting of
Purchase Payments, transfers, withdrawals, charges applicable to this Contract,
and any other information required under state or federal law.
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PREMIUM AND OTHER TAXES
Any Premium Taxes relating to this Contract may be deducted from the Purchase
Payments or Contract Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Contract Value at a later date. Payment at an earlier date does not waive any
right the Company may have to deduct amounts at a later date.
The Company will deduct any withholding taxes required by applicable law.
The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient.
ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once the Contract reaches the Annuity Date, the following guidelines apply:
1. The Contract Owner may elect to have the Contract Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed
and Variable Annuity. If a combination is elected, the Contract Owner
must specify what part of the Contract Value is to be applied to the
Fixed and Variable options.
2. The amount applied to an Annuity Option on the Annuity Date, excluding
any death benefit proceeds applied to an Annuity Option, is equal to
the Contract Value minus any applicable Premium Tax, Annual Contract
Maintenance Charge and Contingent Deferred Sales Charge shown on the
Contract Schedule.
3. The minimum amount that may be applied under any Annuity Option, and
the minimum periodic Annuity Payment allowed, are set forth on the
Contract Schedule in the Annuity Guideline Parameters.
4. Contract Owners select an Annuity Date at the Issue Date. Contract
Owners may change the Annuity Date at any time up to thirty (30)
calendar days prior to the current Annuity Date by Written Request.
Any Annuity Date selected is subject to the Annuity Guideline
Parameters set forth on the Contract Schedule.
5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the
Annuitant under Option B, with 10 years of payments guaranteed. Unless
specified otherwise, the Contract Value shall be used to provide a
Variable Annuity.
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ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Contract Owner has by Written
Request selected an available Annuity Option and payment schedule. Except as
otherwise agreed to by the Contract Owner and the Company, Annuity Payments will
be payable monthly. The Annuity Option and frequency of Annuity Payments may not
be changed by the Contract Owner after Annuity Payments begin. Unless the
Contract Owner specifies otherwise, the payee of the Annuity Payments shall be
the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.
The Fixed Annuity shall be determined by applying the Annuity Purchase Rates set
forth in the Fixed Annuity Rate Tables below to the portion of the Contract
Value allocated to the Fixed Annuity Option selected by the Contract Owner.
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Contract Value among the
Sub-Accounts.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be determined
by dividing the product of the portion of the Contract Value to be applied
to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates
are set forth in the Variable Annuity Rate Tables below.
2. For each Sub-Account, the amount of each Annuity Payment equals the product
of the Annuitant's number of Annuity Units and the Annuity Unit Value on
the payment date. The amount of each payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
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1. The Net Investment Factor for the current Valuation Period is multiplied by
the value of the Annuity Unit for the Sub-Account for the immediately
preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment factor. The
assumed investment rate factor equals 1.00 plus the assumed investment rate
for the number of days since the preceding Valuation Date. Assumed
investment rate is based on an effective annual rate of 4%.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Contract Owner may choose periodic fixed and/or variable Annuity Payments
under any one of the Annuity Options described below. The Company may consent to
other plans of payment before the Annuity Date.
The following Annuity Options are available:
Annuity Option A - Life Income
- ----------------
Periodic payments will be made as long as the Annuitant lives.
Annuity Option B - Life Income with Period Certain
- ----------------
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and paid
in a lump sum.
Annuity Option C - Joint and Last Survivor Payments
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
Annuity Option D - Joint and 2/3 Survivor Annuity
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the annuity payment (or Units) in
effect during the joint lifetime.
Annuity Option E - Period Certain
- ----------------
Periodic payments will be made for a specified period. The specified period must
be at least five (5) years and cannot be more than thirty (30) years. If the
Contract Owner does not desire payments to continue for the remainder of the
guaranteed period, he/she may elect to have the present value of the remaining
payments commuted and paid in a lump sum or as an Annuity Option purchased at
the date of such election.
Annuity Option F - Special Income Settlement Agreement
- ----------------
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Contract Owner and the Company.
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ANNUITY RATES
-------------
FIXED ANNUITY RATES
- -------------------
Notes to Tables
- ---------------
Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E
Note 1: If the single premium immediate annuity rates offered by the Company
and designated by the Company for this purpose on the Annuity Date are
more favorable than the minimum guaranteed rates used to develop
Tables 1, 2, 3 or 4, those rates will be used.
Note 2: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are based on
an effective annual interest rate of 3%.
Note 4: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 5: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
MUVA94 Page 20 of 30
52
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- ---------------------------------------------------------------------------------------------------------
MALE FEMALE
- --------------------------------------------------- -----------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.94 3.93 3.91 3.84 3.64 3.64 3.63 3.60 50
51 4.00 3.99 3.97 3.89 3.69 3.69 3.68 3.64 51
52 4.07 4.06 4.04 3.94 3.74 3.74 3.73 3.69 52
53 4.13 4.13 4.10 4.00 3.80 3.79 3.78 3.74 53
54 4.21 4.20 4.17 4.06 3.85 3.85 3.84 3.79 54
55 4.29 4.28 4.25 4.11 3.92 3.91 3.90 3.84 55
56 4.37 4.36 4.32 4.17 3.98 3.98 3.96 3.90 56
57 4.45 4.44 4.40 4.23 4.05 4.04 4.03 3.95 57
58 4.54 4.53 4.49 4.30 4.12 4.11 4.10 4.01 58
59 4.64 4.63 4.58 4.36 4.20 4.19 4.17 4.07 59
60 4.74 4.73 4.67 4.42 4.28 4.27 4.25 4.13 60
61 4.85 4.84 4.77 4.49 4.36 4.35 4.33 4.20 61
62 4.97 4.95 4.88 4.56 4.45 4.44 4.41 4.27 62
63 5.10 5.07 4.99 4.62 4.55 4.54 4.50 4.33 63
64 5.23 5.20 5.11 4.69 4.65 4.64 4.60 4.40 64
65 5.37 5.34 5.23 4.75 4.76 4.75 4.70 4.47 65
66 5.53 5.49 5.35 4.82 4.88 4.86 4.81 4.55 66
67 5.69 5.64 5.49 4.88 5.00 4.98 4.92 4.62 67
68 5.86 5.81 5.63 4.94 5.13 5.11 5.04 4.69 68
69 6.05 5.98 5.77 5.00 5.28 5.25 5.17 4.76 69
70 6.25 6.17 5.92 5.06 5.43 5.40 5.30 4.83 70
71 6.45 6.36 6.07 5.11 5.60 5.56 5.44 4.90 71
72 6.67 6.56 6.23 5.16 5.77 5.73 5.59 4.97 72
73 6.91 6.78 6.39 5.21 5.97 5.92 5.75 5.03 73
74 7.16 7.00 6.56 5.25 6.16 6.11 5.91 5.09 74
75 7.42 7.24 6.72 5.29 6.40 6.33 6.08 5.15 75
76 7.71 7.49 6.90 5.33 6.64 6.55 6.26 5.20 76
77 8.01 7.76 7.07 5.36 6.90 6.79 6.44 5.25 77
78 8.34 8.04 7.24 5.38 7.17 7.04 6.63 5.29 78
79 8.69 8.33 7.42 5.41 7.47 7.31 6.82 5.32 79
80 9.06 8.64 7.59 5.43 7.79 7.59 7.01 5.36 80
81 9.46 8.95 7.77 5.45 8.14 7.90 7.21 5.39 81
82 9.88 9.29 7.94 5.46 8.51 8.22 7.40 5.41 82
83 10.34 9.63 8.10 5.47 8.92 8.56 7.59 5.43 83
84 10.82 9.99 8.25 5.48 9.35 8.91 7.78 5.45 84
85 11.34 10.36 8.40 5.49 9.83 9.29 7.96 5.47 85
- ---------------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 21 of 30
53
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- --------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- --------------------------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.16 3.24 3.30 3.34 3.38 3.40 3.42 3.43 3.44 40
45 3.15 3.24 3.33 3.41 3.48 3.54 3.58 3.61 3.63 3.65 45
50 3.16 3.29 3.41 3.52 3.63 3.72 3.79 3.84 3.88 3.90 50
55 3.21 3.33 3.48 3.63 3.77 3.91 4.02 4.11 4.16 4.22 55
60 3.22 3.36 3.53 3.71 3.91 4.10 4.28 4.43 4.55 4.63 60
65 3.24 3.39 3.57 3.78 4.02 4.28 4.55 4.79 4.99 5.14 65
70 3.24 3.40 3.59 3.83 4.11 4.44 4.79 5.16 5.50 5.77 70
75 3.25 3.41 3.61 3.86 4.17 4.55 5.00 5.51 6.01 6.47 75
80 3.25 3.42 3.62 3.88 4.21 4.64 5.16 5.80 6.51 7.22 80
85 3.25 3.42 3.63 3.90 4.24 4.69 5.27 6.03 6.94 7.94 85
- --------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- --------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.17 3.24 3.29 3.33 3.37 3.40 3.41 3.43 3.44 3.44 40
45 3.24 3.32 3.40 3.47 3.53 3.57 3.60 3.63 3.64 3.65 45
50 3.29 3.40 3.51 3.61 3.70 3.77 3.83 3.87 3.89 3.91 50
55 3.33 3.47 3.61 3.75 3.89 4.00 4.09 4.16 4.21 4.24 55
60 3.37 3.53 3.70 3.89 4.07 4.25 4.40 4.52 4.60 4.66 60
65 3.40 3.57 3.77 4.00 4.25 4.50 4.73 4.93 5.09 5.20 65
70 3.41 3.60 3.83 4.09 4.40 4.73 5.08 5.40 5.67 5.88 70
75 3.43 3.63 3.87 4.16 4.52 4.93 5.40 5.87 6.31 6.67 75
80 3.44 3.64 3.89 4.21 4.60 5.09 5.67 6.31 6.96 7.57 80
85 3.44 3.65 3.91 4.24 4.66 5.20 5.88 6.67 7.57 8.48 85
- --------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- --------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
---------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- --------------------------------------------------------------------------------------------------------
40 3.06 3.11 3.15 3.19 3.21 3.23 3.24 3.25 3.25 3.25 40
45 3.11 3.19 3.25 3.30 3.34 3.37 3.39 3.40 3.41 3.42 45
50 3.15 3.25 3.34 3.42 3.49 3.54 3.58 3.60 3.62 3.63 50
55 3.19 3.30 3.42 3.54 3.64 3.73 3.79 3.84 3.87 3.89 55
60 3.21 3.34 3.49 3.64 3.79 3.93 4.05 4.13 4.19 4.23 60
65 3.23 3.37 3.54 3.73 3.93 4.13 4.32 4.47 4.59 4.66 65
70 3.24 3.39 3.58 3.79 4.05 4.32 4.60 4.86 5.06 5.21 70
75 3.25 3.40 3.60 3.84 4.13 4.47 4.86 5.25 5.62 5.91 75
80 3.25 3.41 3.62 3.87 4.19 4.59 5.06 5.62 6.16 6.70 80
85 3.25 3.42 3.63 3.89 4.23 4.66 5.21 5.91 6.70 7.52 85
- --------------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 22 of 30
54
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE FEMALE
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.21 3.26 3.31 3.35 3.38 3.40 3.42 3.43 3.44 3.44 40
45 3.30 3.37 3.43 3.49 3.54 3.58 3.61 3.63 3.64 3.65 45
50 3.40 3.48 3.57 3.65 3.73 3.79 3.84 3.87 3.90 3.91 50
55 3.50 3.60 3.71 3.82 3.93 4.03 4.11 4.17 4.21 4.24 55
60 3.61 3.73 3.86 4.00 4.15 4.30 4.43 4.53 4.61 4.67 60
65 3.73 3.86 4.02 4.19 4.39 4.59 4.79 4.97 5.11 5.22 65
70 3.86 4.01 4.19 4.40 4.64 4.91 5.20 5.48 5.73 5.92 70
75 4.00 4.16 4.36 4.60 4.89 5.23 5.61 6.03 6.42 6.76 75
80 4.14 4.31 4.53 4.80 5.13 5.54 6.03 6.59 7.19 7.74 80
85 4.27 4.46 4.69 4.99 5.36 5.83 6.42 7.14 7.97 8.82 85
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.26 3.30 3.34 3.37 3.40 3.41 3.43 3.44 3.44 3.45 40
45 3.37 3.43 3.48 3.53 3.57 3.60 3.62 3.64 3.65 3.65 45
50 3.48 3.56 3.64 3.71 3.78 3.83 3.86 3.89 3.91 3.92 50
55 3.60 3.71 3.81 3.92 4.01 4.09 4.16 4.20 4.23 4.26 55
60 3.73 3.86 3.99 4.14 4.27 4.40 4.51 4.59 4.65 4.69 60
65 3.87 4.02 4.19 4.37 4.57 4.76 4.93 5.07 5.16 5.26 65
70 4.02 4.19 4.40 4.63 4.88 5.15 5.42 5.65 5.85 6.00 70
75 4.16 4.37 4.60 4.88 5.19 5.55 5.94 6.31 6.64 6.91 75
80 4.33 4.55 4.81 5.12 5.50 5.96 6.48 7.02 7.54 8.01 80
85 4.48 4.72 5.00 5.36 5.80 6.34 7.00 7.73 8.51 9.26 85
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
--------------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.12 3.16 3.19 3.21 3.23 3.24 3.24 3.25 3.25 3.25 40
45 3.21 3.26 3.31 3.34 3.37 3.39 3.40 3.41 3.42 3.42 45
50 3.30 3.37 3.43 3.49 3.54 3.57 3.60 3.61 3.63 3.63 50
55 3.40 3.48 3.57 3.66 3.73 3.79 3.83 3.87 3.89 3.90 55
60 3.50 3.60 3.72 3.83 3.94 4.04 4.12 4.16 4.22 4.24 60
65 3.61 3.73 3.87 4.02 4.17 4.32 4.46 4.57 4.64 4.69 65
70 3.74 3.88 4.04 4.22 4.42 4.64 4.85 5.03 5.16 5.29 70
75 3.88 4.03 4.22 4.43 4.69 4.97 5.28 5.59 5.86 6.06 75
80 4.03 4.20 4.40 4.65 4.95 5.31 5.73 6.19 6.64 7.03 80
85 4.19 4.37 4.59 4.87 5.22 5.65 6.16 6.81 7.49 8.16 85
- ------------------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 23 of 30
55
<PAGE>
---------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 4 - OPTION E
MONTHLY PAYMENT PER $1000
---------------------------------------------------------------------
YEARS MONTHLY INCOME
---------------------------------------------------------------------
5 $17.91
6 15.14
7 13.16
8 11.68
9 10.53
10 9.61
11 8.86
12 8.24
13 7.71
14 7.26
15 6.87
16 6.53
17 6.23
16 5.96
19 5.73
20 5.51
21 5.32
22 5.15
23 4.99
24 4.84
25 4.71
26 4.59
27 4.47
28 4.37
29 4.27
30 4.16
---------------------------------------------------------------------
MUVA94 Page 24 of 30
56
<PAGE>
ANNUITY RATES
-------------
VARIABLE ANNUITY RATES
- ----------------------
Notes to Tables
- ---------------
Table 5 - Annuity Options A and B
Table 6 - Annuity Option C
Table 7 - Annuity Option D
Table 8 - Annuity Option E
Note 1: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 2: The Annuity Option rates shown in Tables 5, 6, 7 and 8 are based on an
assumed effective annual interest rate of 4%.
Note 3: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 4: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
MUVA94 Page 25 of 30
57
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- --------------------------------------------------------------------------------------------------
MALE FEMALE
- --------------------------------------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.53 4.53 4.51 4.42 4.24 4.24 4.23 4.19 50
51 4.60 4.59 4.56 4.47 4.29 4.29 4.28 4.23 51
52 4.66 4.65 4.63 4.52 4.34 4.33 4.32 4.28 52
53 4.73 4.72 4.69 4.57 4.39 4.39 4.38 4.32 53
54 4.80 4.79 4.76 4.62 4.45 4.44 4.43 4.37 54
55 4.88 4.86 4.83 4.68 4.51 4.50 4.49 4.42 55
56 4.95 4.94 4.90 4.74 4.57 4.56 4.54 4.47 56
57 5.04 5.02 4.98 4.79 4.63 4.63 4.61 4.52 57
58 5.13 5.11 5.06 4.85 4.70 4.70 4.67 4.58 58
59 5.22 5.21 5.15 4.91 4.78 4.77 4.74 4.64 59
60 5.33 5.31 5.24 4.97 4.86 4.85 4.82 4.70 60
61 5.44 5.41 5.34 5.04 4.94 4.93 4.90 4.76 61
62 5.55 5.53 5.44 5.10 5.03 5.02 4.98 4.82 62
63 5.68 5.65 5.55 5.16 5.12 5.11 5.07 4.89 63
64 5.81 5.78 5.67 5.22 5.22 5.21 5.16 4.95 64
65 5.96 5.91 5.79 5.28 5.33 5.31 5.26 5.02 65
66 6.11 6.06 5.91 5.35 5.45 5.43 5.37 5.09 66
67 6.27 6.22 6.04 5.40 5.57 5.55 5.48 5.15 67
68 6.45 6.38 6.16 5.46 5.70 5.68 5.60 5.22 68
69 6.63 6.55 6.32 5.52 5.85 5.82 5.72 5.29 69
70 6.83 6.74 6.46 5.57 6.00 5.96 5.85 5.36 70
71 7.04 6.93 6.61 5.62 6.16 6.12 5.99 5.42 71
72 7.26 7.13 6.77 5.67 6.34 6.29 6.14 5.49 72
73 7.50 7.34 6.92 5.71 6.54 6.48 6.29 5.55 73
74 7.75 7.57 7.09 5.76 6.74 6.67 6.45 5.60 74
75 8.02 7.81 7.25 5.79 6.97 6.89 6.62 5.66 75
76 8.30 8.06 7.42 5.83 7.22 7.11 6.79 5.71 76
77 8.61 8.32 7.59 5.86 7.47 7.35 6.97 5.75 77
78 8.94 8.60 7.76 5.88 7.75 7.60 7.15 5.79 78
79 9.29 8.89 7.93 5.90 8.05 7.87 7.34 5.82 79
80 9.66 9.20 8.10 5.92 8.37 8.15 7.53 5.86 80
81 10.06 9.51 8.27 5.94 8.72 8.45 7.72 5.88 81
82 10.49 9.84 8.43 5.95 9.10 8.77 7.91 5.91 82
83 10.95 10.16 8.59 5.97 9.51 9.11 8.10 5.93 83
84 11.43 10.54 8.74 5.98 9.95 9.47 8.28 5.94 84
85 11.95 10.90 8.88 5.98 10.42 9.84 8.45 5.96 85
- --------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 26 of 30
58
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.80 3.86 3.91 3.95 3.98 4.01 4.03 4.05 4.05 40
45 3.77 3.85 3.93 4.01 4.08 4.13 4.16 4.21 4.23 4.25 45
50 3.80 3.90 4.01 4.11 4.21 4.30 4.37 4.43 4.47 4.49 50
55 3.83 3.94 4.07 4.21 4.35 4.48 4.59 4.69 4.76 4.80 55
60 3.84 3.97 4.12 4.29 4.48 4.66 4.84 4.99 5.11 5.20 60
65 3.86 3.99 4.16 4.36 4.59 4.84 5.10 5.34 5.54 5.70 65
70 3.87 4.01 4.19 4.41 4.68 4.99 5.34 5.70 6.04 6.31 70
75 3.87 4.02 4.21 4.44 4.74 5.11 5.55 6.04 6.55 7.01 75
80 3.88 4.03 4.22 4.47 4.79 5.19 5.71 6.34 7.04 7.75 80
85 3.88 4.03 4.23 4.48 4.81 5.25 5.82 6.57 7.47 8.47 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.79 3.85 3.90 3.94 3.98 4.01 4.03 4.04 4.05 4.06 40
45 3.85 3.93 4.00 4.07 4.12 4.17 4.20 4.23 4.24 4.25 45
50 3.90 4.00 4.10 4.20 4.28 4.36 4.41 4.45 4.48 4.50 50
55 3.94 4.07 4.20 4.33 4.46 4.57 4.67 4.74 4.79 4.82 55
60 3.98 4.12 4.28 4.46 4.64 4.81 4.96 5.08 5.17 5.23 60
65 4.01 4.17 4.36 4.57 4.81 5.05 5.28 5.48 5.65 5.76 65
70 4.03 4.20 4.41 4.67 4.96 5.28 5.62 5.94 6.22 6.43 70
75 4.04 4.23 4.45 4.74 5.08 5.48 5.94 6.40 6.84 7.22 75
80 4.05 4.24 4.48 4.79 5.17 5.65 6.22 6.84 7.50 8.11 80
85 4.06 4.25 4.50 4.82 5.23 5.76 6.43 7.22 8.11 9.02 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.69 3.74 3.78 3.81 3.83 3.85 3.86 3.87 3.87 3.88 40
45 3.74 3.80 3.86 3.91 3.95 3.98 4.00 4.01 4.02 4.03 45
50 3.78 3.86 3.94 4.02 4.08 4.13 4.17 4.19 4.21 4.22 50
55 3.81 3.91 4.02 4.12 4.22 4.31 4.37 4.42 4.45 4.48 55
60 3.83 3.95 4.08 4.22 4.37 4.50 4.61 4.70 4.76 4.80 60
65 3.85 3.98 4.13 4.31 4.50 4.69 4.87 5.03 5.14 5.22 65
70 3.86 4.00 4.17 4.37 4.61 4.87 5.14 5.40 5.61 5.76 70
75 3.87 4.01 4.19 4.42 4.70 5.03 5.40 5.79 6.15 6.45 75
80 3.87 4.02 4.21 4.45 4.76 5.14 5.61 6.15 6.71 7.23 80
85 3.88 4.03 4.22 4.48 4.80 5.22 5.76 6.45 7.23 8.05 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 27 of 30
59
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.84 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 40
45 3.93 3.98 4.04 4.09 4.14 4.16 4.21 4.23 4.25 4.26 45
50 4.02 4.09 4.17 4.24 4.31 4.37 4.42 4.46 4.49 4.51 50
55 4.12 4.21 4.31 4.41 4.51 4.60 4.68 4.75 4.79 4.83 55
60 4.24 4.34 4.46 4.59 4.73 4.86 4.99 5.10 5.16 5.24 60
65 4.37 4.49 4.62 4.79 4.97 5.16 5.35 5.53 5.67 5.78 65
70 4.52 4.65 4.81 5.00 5.23 5.48 5.76 6.04 6.28 6.48 70
75 4.68 4.82 5.00 5.22 5.49 5.81 6.16 6.58 6.97 7.31 75
80 4.84 5.00 5.20 5.44 5.75 6.14 6.61 7.16 7.74 8.30 80
85 5.01 5.16 5.39 5.66 6.01 6.46 7.03 7.73 8.54 9.38 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 4.06 40
45 3.98 4.04 4.09 4.13 4.17 4.20 4.22 4.24 4.25 4.26 45
50 4.09 4.17 4.24 4.31 4.36 4.41 4.45 4.48 4.50 4.51 50
55 4.21 4.31 4.40 4.50 4.59 4.67 4.73 4.78 4.82 4.84 55
60 4.35 4.46 4.58 4.71 4.85 4.97 5.07 5.16 5.22 5.26 60
65 4.50 4.63 4.78 4.96 5.14 5.32 5.49 5.63 5.74 5.83 65
70 4.67 4.82 5.00 5.22 5.46 5.72 5.98 6.21 6.41 6.56 70
75 4.84 5.02 5.23 5.48 5.78 6.13 6.50 6.86 7.19 7.47 75
80 5.02 5.22 5.46 5.76 6.12 6.55 7.06 7.58 8.10 8.57 80
85 5.20 5.42 5.68 6.02 6.44 6.96 7.60 8.32 9.08 9.82 85
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
FEMALE(1)FEMALE(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
-----------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.76 3.79 3.81 3.83 3.85 3.86 3.87 3.87 3.88 3.88 40
45 3.83 3.88 3.92 3.95 3.98 4.00 4.01 4.02 4.03 4.03 45
50 3.92 3.98 4.04 4.09 4.13 4.17 4.19 4.21 4.22 4.23 50
55 4.01 4.09 4.17 4.24 4.31 4.37 4.42 4.45 4.47 4.49 55
60 4.12 4.21 4.31 4.42 4.52 4.61 4.69 4.75 4.79 4.82 60
65 4.24 4.35 4.47 4.60 4.75 4.89 5.02 5.12 5.20 5.26 65
70 4.38 4.50 4.64 4.81 5.00 5.20 5.40 5.59 5.73 5.84 70
75 4.54 4.67 4.84 5.04 5.27 5.54 5.84 6.14 6.40 6.61 75
80 4.72 4.87 5.05 5.28 5.56 5.90 6.30 6.75 7.19 7.58 80
85 4.90 5.07 5.27 5.53 5.85 6.26 6.77 7.39 8.05 8.71 85
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
MUVA94 Page 28 of 30
60
<PAGE>
---------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 8 - OPTION E
MONTHLY PAYMENT PER $1000
---------------------------------------------------------------------
YEARS MONTHLY INCOME
---------------------------------------------------------------------
5 $16.35
6 15.59
7 13.62
8 12.14
9 11.00
10 10.09
11 9.34
12 8.72
13 8.20
14 7.75
15 7.37
16 7.03
17 6.74
16 6.48
19 6.24
20 6.03
21 5.85
22 5.68
23 5.52
24 5.38
25 5.26
26 5.14
27 5.03
28 4.93
29 4.84
30 4.75
------------------------ --------------------------------------------
MUVA94 Page 29 of 30
61
<PAGE>
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
Non-participating
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
MUVA94 Page 30 of 30
62
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
DECLARED INTEREST RATE
FIXED ACCOUNT ENDORSEMENT
-------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule. In
the case of a conflict with any provision in the Contract, the provisions of
this Endorsement will control.
The Contract is modified as follows:
RIGHT TO EXAMINE: The Right to Examine Contract provision of the Contract also
applies to this Endorsement if any portion of the initial Net Purchase Payment
under the Contract is allocated to the Fixed Account.
I. The following are added to amend the DEFINITION Section of the Contract:
DEFINITIONS
CONTRACT VALUE The sum of the Contract Owner's interest in the
Sub-Accounts of the Separate Account and the Contract
Owner's interest in the Fixed Account during the
Accumulation Period.
FIXED ACCOUNT An investment option within the General Account which may
be selected during the Accumulation Period.
II. The TRANSFERS DURING THE ACCUMULATION PERIOD Section of the Contract is
deleted and replaced with the following:
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of
transfers and the minimum and maximum amounts to be transferred, shown on
the Contract Schedule, the Contract Owner may transfer during the
Accumulation Period all or part of the Contract Owner's interest in the
Fixed Account or a Sub-Account by Written Request without the imposition of
any fee or charge if there have been no more than the number of free
transfers shown on the Contract Schedule. All transfers are subject to the
following:
MUVA95FA 1 of 3
63
<PAGE>
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Contract Schedule, for each
subsequent transfer permitted. The Transfer Fee will be deducted from
the Contract Owner's interest in the Fixed Account or from the
Sub-Account from which the transfer is made. However, if the Contract
Owner's entire interest in the Fixed Account or the Sub-Account is
being transferred, the Transfer Fee will be deducted from the amount
which is transferred. If Contract Values are being transferred from
more than one Sub-Account and/or the Fixed Account, any Transfer Fee
will be allocated to those Sub-Accounts and the Fixed Account on a
pro-rata basis in proportion to the amount transferred from each
Sub-Account and the Fixed Account.
2. The minimum and maximum amount which can be transferred is shown on
the Contract Schedule. The minimum amount which must remain in the
Fixed Account or a Sub-Account is shown on the Contract Schedule.
3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Contract Owner elects to use this transfer privilege, the Company
will not be liable for transfers made in accordance with the Contract
Owner's instructions. All amounts and Accumulation Units will be determined
as of the end of the Valuation Period during which the request for transfer
is received at the Annuity Service Center.
III. The following amends the WITHDRAWAL PROVISIONS Section of the Contract:
WITHDRAWAL PROVISIONS
WITHDRAWAL
Any withdrawal will be deducted from each applicable Sub-Account and the
Fixed Account in the ratio that the Contract Owner's interest in the
Sub-Account or Fixed Account bears to the total Contract Value. The
Contract Owner must specify by Written Request in advance if other than the
above method is desired. If the Contract Owner makes a total withdrawal,
all of the Contract Owner's rights and interests in the Contract will
terminate.
IV. The following is added to the SUSPENSION OR DEFERRAL OF PAYMENTS PROVISIONS
Section of the Contract:
The Company reserves the right to postpone payments from the Fixed Account
for a period of up to six months.
V. The following hereby deletes and amends Annuity Guideline 5 contained in
the ANNUITY GUIDELINES of the ANNUITY PROVISIONS Section of the contract:
If no Annuity Option has been chosen at least thirty (30) calendar days
before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, that portion of the Contract Value allocated to the Separate
Account shall be used to provide a Variable Annuity and that portion of the
Contract Value allocated to the Fixed Account shall be used to provide a
Fixed Annuity.
MUVA95FA 2 of 3
64
<PAGE>
VI. The following section is added to the Contract:
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT
The Contract Owner can elect to have Net Purchase Payments allocated to the
Fixed Account. During the Accumulation Period the Contract Owner can transfer
Contract Values to the Fixed Account from the Separate Account and from the
Fixed Account to Separate Account, subject to the Transfers During the
Accumulation Period Section set forth in this Endorsement.
FIXED ACCOUNT VALUES
The Fixed Account Value of a Contract Owner's Account at any time is equal to:
1. the Net Purchase Payments allocated to the Fixed Account; plus
2. the Contract Value transferred to the Fixed Account; plus
3. interest credited to the Contract Value in the Fixed Account; less
4. any prior withdrawals of Contract Value from the Fixed Account and any
applicable charges; less
5. any Contract Value transferred from the Fixed Account; less
6. Contract Maintenance Charges or Transfer Fees or any applicable
Premium Taxes.
INTEREST TO BE CREDITED
The Company guarantees that the interest to be credited to the Fixed Account
will not be less than the Minimum Guaranteed Interest Rate shown on the Contract
Schedule. The Company may credit additional interest at its sole discretion.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MUVA95FA 3 of 3
65
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
TERMINAL ILLNESS BENEFIT ENDORSEMENT
------------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule of the
Contract or at a later date acceptable to the Company. In case of a conflict
with any provision in the Contract, the provisions of this Endorsement will
control. The following is hereby added to the Contract:
TERMINAL ILLNESS BENEFIT
Upon Written Request, the Contract Owner may elect a Terminal Illness Benefit
during the Accumulation Period, subject to the following proof of illness
requirement:
The Company will require proof that the Contract Owner is terminally ill and not
expected to live more than 12 months. This proof will include, but is not
limited to, certification by a licensed medical practitioner performing within
the scope of his/her license. The licensed medical practitioner must not be the
Contract Owner, or the parent, spouse or child of the Contract Owner.
A Terminal Illness Benefit will be paid only to the Contract Owner upon Written
Request. The benefit amount to be paid will be equal to the amount determined in
accordance with the provisions of the applicable Death Benefit then in effect.
If Joint Contract Owners are named, the Age of the oldest will be used to
determine the Terminal Illness Benefit. If the Contract is owned by a
non-natural person, then Contract Owner shall mean Annuitant.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99TI
66
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
BASIC DEATH BENEFIT ENDORSEMENT
-------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule of the
Contract or a later date acceptable to the Company. In case of a conflict with
any provision in the Contract, the provisions of this Endorsement will control.
The following hereby amends and supersedes the section of the Contract captioned
"Proceeds Payable On Death - Death Benefit Amount During the Accumulation
Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
Prior to attaining Age 80, the death benefit during the Accumulation Period will
be the greater of the Purchase Payments, less any withdrawals and any applicable
charges, or the Contract Value less any applicable charges determined as of the
end of the Valuation Period during which the Company receives at its Annuity
Service Center both due proof of death and an election of the payment method.
After attaining Age 80, the death benefit will be equal to the Contract Value.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99DBasic
67
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
RESET DEATH BENEFIT ENDORSEMENT
-------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule of the
Contract or a later date if acceptable to the Company. In case of a conflict
with any provision in the Contract, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the Contract
captioned "Proceeds Payable On Death - Death Benefit Amount During The
Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
Prior to the Contract Owner attaining Age 75, the Death Benefit during the
Accumulation Period will be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method; or
3. The Contract Value on the most recent three (3) year Contract
Anniversary plus any subsequent Purchase Payments less any subsequent
withdrawals and any applicable charges.
Upon the Contract Owner attaining Age 75, the Death Benefit during the
Accumulation Period will be the greater of:
1. The Purchase Payments, less any withdrawals including any applicable
charges; or
2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method; or
3. The Contract Value on the most recent three (3) year Contract
Anniversary prior to the Contract Owner attaining age 75, plus any
subsequent Purchase Payments less any subsequent withdrawals,
including any applicable charges.
If Joint Contract Owners are named, the Age of the oldest will be used to
determine the Death Benefit. If the Contract is owned by a non-natural person,
then Contract Owner shall mean Annuitant.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Contract Schedule.
The Death Benefit Charge will be deducted from the Sub-Accounts, the Fixed
Account and the Fixed Account for Dollar Cost Averaging in the same proportion
that the amount of the Contract Value in each Sub-Account or the Fixed Account
or the Fixed Account for Dollar Cost Averaging bears to the total Contract
Value.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99Dbrset
68
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
ANNUAL RATCHET DEATH BENEFIT ENDORSEMENT
----------------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule of the
Contract or a later date acceptable to the Company. In case of a conflict with
any provision in the Contract, the provisions of this Endorsement will control.
The following hereby amends and supersedes the section of the Contract captioned
"Proceeds Payable On Death - Death Benefit Amount During The Accumulation
Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
If the Death Benefit is payable due to the death of the Contract Owner during
the Accumulation Period, the amount of the Death Benefit will be the greater of
the Contract Value less any applicable charges or the value of the Annual
Ratchet Death Benefit less any applicable charges.
On the Issue Date, the Annual Ratchet Death Benefit is equal to the Initial
Purchase Payment.
After the Issue Date and prior to the Contract Owner or the oldest Joint Owner,
or Annuitant if the Contract is owned by a non-natural person attaining Age 80,
the Annual Ratchet Death Benefit is recalculated when a Purchase Payment or a
withdrawal is made or on a Contract Anniversary as follows:
1. For Purchase Payments, the Annual Ratchet Death Benefit is equal to the
most recently calculated Annual Ratchet Death Benefit plus the Purchase
Payment.
2. For withdrawals, the Annual Ratchet Death Benefit is equal to the most
recently calculated Annual Ratchet Death Benefit reduced by an adjustment
for withdrawals. The adjustment is equal to A divided by B, with the result
multiplied by C, where:
A = the withdrawal amount.
B = the Contract Value immediately prior to the withdrawal.
C = the most recently calculated Annual Ratchet Death Benefit.
3. On each Contract Anniversary, the Annual Ratchet Death Benefit is equal to
the greater of the Contract Value or the most recently calculated Annual
Ratchet Death Benefit.
In the absence of any withdrawals or Purchase Payments, the Annual Ratchet Death
Benefit will be the greatest of all Contract Anniversary Contract Values on or
prior to the date we calculate the death benefit.
At and after Age 80, the death benefit is the greater of Contract Value or the
Annual Ratchet Death Benefit calculated on the anniversary just prior to Age 80
adjusted pursuant to the Annual Ratchet Death Benefit recalculation formula as
described in 1. and 2. above.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Contract Schedule.
The Death Benefit Charge will be deducted from the Sub-Accounts, the Fixed
Account and the Fixed Account for Dollar Cost Averaging in the same proportion
that the amount of the Contract Value in each sub-Account or the Fixed Account
or the Fixed Account for Dollar Cost Averaging bears to the total Contract
Value.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99Dbrach
69
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
FIXED ACCOUNT FOR DOLLAR COST AVERAGING ENDORSEMENT
---------------------------------------------------
This Endorsement modifies the Contract to which it is attached. In the case of a
conflict with any provision in the Contract, the provisions of this Endorsement
will control.
The following provision is added to the Contract:
FIXED ACCOUNT FOR DOLLAR COST AVERAGING
During the Accumulation Period the Contract Owner may elect to have a Purchase
Payment designated for allocation to the Fixed Account for Dollar Cost Averaging
(hereinafter referred to as "DCA Fixed Account"). The DCA Fixed Account is part
of the Company's General Account.
Purchase Payment for a DCA Fixed Account Term: For each DCA Fixed Account Term,
the Company will only accept a Purchase Payment as of the beginning of the DCA
Fixed Account Term. A Purchase Payment includes any Purchase Payment assigned to
and accepted by the Company from a financial institution as of the request for a
DCA Fixed Account Term. The Company reserves the right to reject Purchase
Payments.
Allocations: Only a new net Purchase Payment may be designated for allocation to
the DCA Fixed Account at the beginning of a DCA Fixed Account Term. No transfers
may be made to the DCA Fixed Account from any other account or Sub-Account
maintained under the Contract.
DCA Fixed Account Term: The term for the DCA Fixed Account will be a period not
to exceed [12] months beginning with receipt of a new Purchase Payment. Only one
DCA Fixed Account Term may be operative at a time. If the Contract Owner elects
to make an allocation to a DCA Fixed Account at a time when the period to the
Contract Owner's Annuity Date would be less than the currently offered DCA Fixed
Account Term, then the expiration of the DCA Fixed Account Term would be the
Contract Owner's Annuity Date. No amounts will remain under the DCA Fixed
Account after the expiration of the DCA Fixed Account Term.
DCA Fixed Account Interest Rate: The interest rate credited to the DCA Fixed
Account will be set periodically by the Company and will never be less than the
minimum guaranteed interest rate appearing on the Contract Schedule for the
Fixed Account. The interest rate will be guaranteed for the DCA Fixed Account
Term.
Transfers: Except for scheduled DCA Fixed Account transfer payments, no
transfers may be made from the DCA Fixed Account before the expiration of the
DCA Fixed Account Term. DCA Fixed Account transfer payments will be made on the
scheduled transfer payment dates. If a scheduled transfer payment date is not a
Valuation Date, the transfer will be made on the next Valuation Date. Scheduled
transfer payments may be made from the DCA Fixed Account to all Sub-Accounts.
The transfer provisions described in the last two paragraphs of the section of
the Contract Schedule entitled "Minimum and Maximum Amount to be Transferred"
are not operative with respect to the DCA Fixed Account.
Contract Value: Unless specified otherwise, the term "Contract Value" shall mean
the sum of the Contract Owner's interest in the Sub-Accounts of the Separate
Account, the Fixed Account, plus the DCA Fixed Account.
CM-ANEND1998-01 Page 1 of 2
70
<PAGE>
DCA Fixed Account Value: Unless specified otherwise, the "DCA Fixed Account
Value" of a Contract Owner's Account at any time is equal to:
1. the Net Purchase Payment allocated to the DCA Fixed Account; plus
2. the interest credited to that portion of the Contract Value attributable to
the DCA Fixed Account; less
3. any Contract Value transferred from the DCA Fixed Account; less
4. applicable charges, fees or taxes.
Charges: The Company reserves the right to assess a fee or charge for processing
transactions under the DCA Fixed Account.
Withdrawal: No partial withdrawals may be made from the DCA Fixed Account. If a
total withdrawal is made during a DCA Fixed Account Term, such withdrawal will
be made in accordance with the withdrawal provisions of the Contract.
Suspension or Deferral of Payments: The Company reserves the right to postpone
payments for a withdrawal or transfer from the DCA Fixed Account for a period of
up to six months.
Fixed Annuity: Unless specified otherwise, that portion of the Contract Value
attributable to the DCA Fixed Account shall be used to provide a Fixed Annuity
to the Annuitant (Option B with 10 years of payments guaranteed) if no Annuity
Option has been chosen at least 30 calendar days before the Annuity Date. If the
amount applied under an Annuity Option is less than $2,000, the Company reserves
the right to pay the amount in a lump sum.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
CM-ANEND1998-01 Page 2 of 2
71
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
FIXED ACCOUNT FOR DOLLAR COST AVERAGING ENDORSEMENT
---------------------------------------------------
This Endorsement modifies the Contract to which it is attached. In the case of a
conflict with any provision in the Contract, the provisions of this Endorsement
will control.
The following provision is added to the Contract:
FIXED ACCOUNT FOR DOLLAR COST AVERAGING
During the Accumulation Period the Contract Owner may elect to have a Purchase
Payment designated for allocation to the Fixed Account for Dollar Cost Averaging
(hereinafter referred to as "DCA Fixed Account"). The DCA Fixed Account is part
of the Company's General Account.
Purchase Payment for a DCA Fixed Account Term: For each DCA Fixed Account Term,
the Company will only accept a Purchase Payment as of the beginning of the DCA
Fixed Account Term. A Purchase Payment includes any Purchase Payment assigned to
and accepted by the Company from a financial institution as of the request for a
DCA Fixed Account Term. The Company reserves the right to reject Purchase
Payments.
Allocations: Only a new net Purchase Payment may be designated for allocation to
the DCA Fixed Account at the beginning of a DCA Fixed Account Term. No transfers
may be made to the DCA Fixed Account from any other account or Sub-Account
maintained under the Contract.
DCA Fixed Account Term: The term for the DCA Fixed Account will be a period not
to exceed 6 months beginning with receipt of a new Purchase Payment. Only one
DCA Fixed Account Term may be operative at a time. If the Contract Owner elects
to make an allocation to a DCA Fixed Account at a time when the period to the
Contract Owner's Annuity Date would be less than the currently offered DCA Fixed
Account Term, then the expiration of the DCA Fixed Account Term would be the
Contract Owner's Annuity Date. No amounts will remain under the DCA Fixed
Account after the expiration of the DCA Fixed Account Term.
DCA Fixed Account Interest Rate: The interest rate credited to the DCA Fixed
Account will be set periodically by the Company and will never be less than the
minimum guaranteed interest rate appearing on the Contract Schedule for the
Fixed Account. The interest rate will be guaranteed for the DCA Fixed Account
Term.
Transfers: Except for scheduled DCA Fixed Account transfer payments, no
transfers may be made from the DCA Fixed Account before the expiration of the
DCA Fixed Account Term. DCA Fixed Account transfer payments will be made on the
scheduled transfer payment dates. If a scheduled transfer payment date is not a
Valuation Date, the transfer will be made on the next Valuation Date. Scheduled
transfer payments may be made from the DCA Fixed Account to all Sub-Accounts.
The transfer provisions described in the last two paragraphs of the section of
the Contract Schedule entitled "Minimum and Maximum Amount to be Transferred"
are not operative with respect to the DCA Fixed Account.
Contract Value: Unless specified otherwise, the term "Contract Value" shall mean
the sum of the Contract Owner's interest in the Sub-Accounts of the Separate
Account, the Fixed Account, plus the DCA Fixed Account.
CM-ANEND1998-01 Page 1 of 2
72
<PAGE>
DCA Fixed Account Value: Unless specified otherwise, the "DCA Fixed Account
Value" of a Contract Owner's Account at any time is equal to:
5. the Net Purchase Payment allocated to the DCA Fixed Account; plus
6. the interest credited to that portion of the Contract Value attributable to
the DCA Fixed Account; less
7. any Contract Value transferred from the DCA Fixed Account; less
8. applicable charges, fees or taxes.
Charges: The Company reserves the right to assess a fee or charge for processing
transactions under the DCA Fixed Account.
Withdrawal: No partial withdrawals may be made from the DCA Fixed Account. If a
total withdrawal is made during a DCA Fixed Account Term, such withdrawal will
be made in accordance with the withdrawal provisions of the Contract.
Suspension or Deferral of Payments: The Company reserves the right to postpone
payments for a withdrawal or transfer from the DCA Fixed Account for a period of
up to six months.
Fixed Annuity: Unless specified otherwise, that portion of the Contract Value
attributable to the DCA Fixed Account shall be used to provide a Fixed Annuity
to the Annuitant (Option B with 10 years of payments guaranteed) if no Annuity
Option has been chosen at least 30 calendar days before the Annuity Date. If the
amount applied under an Annuity Option is less than $2,000, the Company reserves
the right to pay the amount in a lump sum.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
CM-ANEND1998-01 Page 2 of 2
73
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
TAX SHELTERED ANNUITY ENDORSEMENT
---------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule. In
case of a conflict with any provision in the Contract, the provisions of this
Endorsement will control. This Endorsement adds the following changes that are
required to make this Contract a Tax Sheltered Annuity (TSA) under the Internal
Revenue Code (I.R.C.).
(1) The interest of the Contract Owner is not forfeitable. Unless provided by
another endorsement or amendment, this Contract cannot be transferred,
assigned, or used as security for a loan.
(2) The Annuity Date must be no earlier than the date the Annuitant attains age
59-1/2.
(3) A "disbursement" from this Contract, as used within the meaning of I.R.C.
Section 403(b), occurs upon:
. Annuity Date
. Surrender
. Partial withdrawal; or
. Payment of Death Benefit.
(4) Disbursement of any amounts cited below in items (a) through (g) may be
made at any time before the Contract Annuity Date.
(a) Amounts accumulated prior to January 1, 1989, that are made a part of
this Contract by means of a direct transfer or rollover from another
TSA to this Contract.
(b) Amounts returned to the Annuitant as excess Purchase Payments.
(c) Amounts of this Contract transferred to another TSA or custodial
account.
(d) Amounts paid under a qualified domestic relations order as defined in
I.R.C. Section 414(p).
(e) The Contract Value with respect to any Purchase Payments made by the
employer, other than through a Salary Reduction Agreement.
(f) The Contract Value with respect to any Purchase Payments made by the
Annuitant that are subject to federal income tax in the year such
payments are made.
(g) Contributions and earnings that were rolled from another contract or
custodial account upon separation from service with a previous
employer.
The amounts cited above in items (e) and (f) exclude any transfer or
rollover amounts from a custodial account to this Contract.
Disbursement of any other amounts may be made only if the Annuitant:
. Is at least age 59-1/2 years; or
. Separates from service with his or her employer; or
. Dies; or
. Becomes disabled within the meaning of I.R.C. Section 72(m)(7);
or
. Incurs financial hardship. However, the additional amount that
may be disbursed because of financial hardship may not exceed the
sum of:
MU99TSA Page 1
74
<PAGE>
1. Any Contract Value amounts accumulated prior to January 1, 1989,
that are made a part of this Contract by means of a transfer or
rollover from a custodial account to this Contract; and
2. Any Purchase Payments made through a Salary Reduction Agreement
after December 31, 1988.
. A "Salary Reduction Agreement," as used in this Contract, permits the
employer to pay a portion of the Annuitant's salary into a TSA or
custodial account.
. The term "employer," as used in this Contract, means the organization
purchasing the TSA or custodial account.
. The term "custodial account," as used in this Contract, is as defined
in I.R.C. Section 403(b)(7).
(5) A disbursement is required to be made from this Contract for the later of
the calendar year in which the Annuitant reaches age 70-1/2 or the calendar
year in which the Annuitant retires, and for each calendar year thereafter
until the entire Contract Value is disbursed. Such a disbursement may be
made by redeeming the Contract or by partial withdrawals.
If a required disbursement is made by a partial withdrawal, the sum of
payments for each calendar year is subject to a minimum. For each year, the
minimum will be the Contract Value at the end of the previous year divided
by the life expectancy of the Annuitant as of the Annuitant's birthday in
the current year.
A required disbursement for the calendar year in which the Annuitant
attains age 70-1/2 or retires, if later, must be made in full no later than
the first day of April next following that year; a required disbursement
for any subsequent year must be made in full no later than December 31 of
that year. If not, adverse tax effects may result.
(6) The Annuitant may elect to roll over a disbursement from this Contract
directly to an Individual Retirement Annuity or Account (IRA) or to another
TSA. For such a direct rollover, the following conditions must be met:
. The IRA or TSA to which the disbursement is being rolled over
must accept such direct rollovers;
. The rollover must be a disbursement of amounts that would
otherwise be subject to federal income tax;
. The rollover must not be part of a series of substantially equal
periodic payments made over the lifetime of the Annuitant, the
joint and survivor lifetime of the Annuitant and the Annuitant's
beneficiary, or a period of ten years or greater; and
. A required disbursement cannot be directly rolled over.
The direct rollover rules also apply to the Annuitant's surviving spouse or
former spouse who is an "alternate payee" under a qualified domestic
relations order as defined in I.R.C. Section 414(p). That is, a surviving
spouse or former spouse who is an alternate payee can directly roll over a
disbursement from this Contract to an IRA as described above.
(7) If a disbursement is made by maturing, redeeming or surrendering this
Contract, the Settlement Option elected must be one of those set forth in
Contract. The Settlement Option elected must also comply with the minimum
distribution incidental benefit requirements of I.R.C. Section 401(a)(9).
(8) If the Annuitant dies:
. Before the Contract Annuity Date; or
. Before the first day of April of the calendar year following the
calendar year in which the Annuitant reaches age 70-1/2 years;
MU99TSA Page 2
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<PAGE>
disbursement of the death proceeds must be completed by the end
of the fifth calendar year after the calendar year of the
Annuitant's death. This restriction does not apply if payment of
the death benefit is made over the lifetime of the beneficiary or
over a period not extending beyond the life expectancy of the
beneficiary, with disbursement beginning within 1 year of the
date of the Annuitant's death.
The term "life expectancy", as used in this contract, is as defined in
I.R.C. Section 72.
If the beneficiary is the surviving spouse of the Annuitant, disbursement
may begin at any time up to the later of:
. The end of the calendar year following the calendar year of the
Annuitant's death; or
. The end of the calendar year in which the Annuitant would have
attained age 70-1/2 years.
If the beneficiary is the surviving spouse, such beneficiary may elect a
direct rollover to an IRA as described above.
Any other death proceeds payable after the Annuitant's death must be
disbursed at least as rapidly as under the payment option in effect as of
the date of death.
(9) Purchase Payments made through a Salary Reduction Agreement shall not
exceed the TSA limitations of I.R.C. Sections 403(b) and 402(g).
(10) The provisions of this Contract will be changed, if necessary, to assure
that this Contract remains a TSA under I.R.C. Section 403(b), as amended
from time to time.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99TSA Page 3
76
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-----------------------------------------
This Endorsement modifies the Contract to which it is attached so that it may
qualify as an Individual Retirement Annuity (IRA) under Section 408(b) of the
Internal Revenue Code (Code) and the Regulations under that Section. In the case
of a conflict with any provision in the Contract, the provisions of this
Endorsement will control. The effective date of this Endorsement is the Issue
Date shown on the Contract Schedule. The Contract is modified as follows:
1. The Contract Owner and the Annuitant shall be the same individual;
neither may be changed and there shall be no Joint Contract Owner.
Hereafter all references to the Contract Owner shall include the
Annuitant.
2. The interest of the Contract Owner under this Contract shall be
nonforfeitable.
3. The Contract may not be sold, assigned, discounted, pledged as
collateral for a loan or as security for the performance of any
obligation or for any other purpose, or otherwise transferred (other
than a transfer incident to a divorce or separation instrument in
accordance with section 408(d)(6) of the Code) to any person other
than to the Company.
4. This Contract is established for the exclusive benefit of the Contract
Owner and his or her Beneficiary(ies).
5. Except in the case of a rollover contribution (as permitted by Code
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3)), or a
contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k),
contributions shall not exceed $2,000 for any taxable year. All
contributions must be in cash.
6. Distributions under the Annuity Options in the Contract must commence
to be distributed no later than the first day of April following the
calendar year in which the Contract Owner attains age 70 1/2 (required
beginning date), over
(a) the life of the Contract Owner, or the lives of the Contract
Owner and his or her designated Beneficiary, or
(b) a period certain not extending beyond the life expectancy of the
Contract Owner, or the joint and last survivor expectancy of the
Contract Owner and his or her Beneficiary. Payments must be made
in periodic payments at intervals of no longer than one year.
In addition, payments must be either nonincreasing or they may
increase only as provided in Proposed or final Federal Income Tax
Regulations.
All distributions made hereunder shall be made in accordance with the
requirements of Code Section 401(a)(9), including the incidental death
benefit requirements of Code Section 401(a)(9)(G), and the regulations
thereunder.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
expectancy for distributions under an Annuity Option may not be
recalculated.
MUVA94IRA Page 1 of 3
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<PAGE>
7. If required distributions are to be made in a form other than one of
the Annuity Options contained in the Contract, then the entire value
of the Contract will commence to be distributed no later than the
first day of April following the calendar year in which the Annuitant
attains age 70 1/2 (required beginning date), over
(a) the life of the Contract Owner, or the lives of the Contract Owner
and his or her Beneficiary, or
(b) a period not extending beyond the life expectancy of the Contract
Owner, or the joint and last survivor expectancy of the Contract Owner
and his or her Beneficiary.
The amount to be distributed each year, beginning with the first
calendar year for which distributions are required and then for each
succeeding calendar year, shall not be less than the quotient obtained
by dividing the Contract Owner's benefit by the lesser of (1) the
applicable life expectancy or (2) if the Contract Owner's spouse is
not the Beneficiary, the applicable divisor determined from the table
set forth in Q&A-4 or Q&A-5, as applicable, of Section 1.401(a)(9)-2
of the Proposed Income Tax Regulations.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations.
Unless otherwise elected by the Contract Owner by the time
distributions are required to begin, life expectancies shall be
recalculated annually. Such election shall be irrevocable by the
Contract Owner and shall apply to all subsequent years. The life
expectancy of a non-spouse Beneficiary may not be recalculated.
8. Upon the death of the Contract Owner:
(a) if the Contract Owner dies after distribution of benefits has
commenced, the remaining portion of such interest will continue
to be distributed at least as rapidly as under the method of
distribution being used prior to the Contract Owner's death;
(b) if the Contract Owner dies before distribution of benefits
commences, the entire amount payable to the Beneficiary will be
distributed no later than December 31 of the calendar year which
contains the fifth anniversary of the date of the Contract
Owner's death except to the extent that an election is made to
receive distributions in accordance with (i) or (ii) below:
(i) a rollover to or from such Contract, or fails to elect any
of the above if any portion of the policy proceeds is
payable to a Beneficiary, distributions may be made in
installments over the life or over a period not extending
beyond the life expectancy of the Beneficiary commencing no
later than December 31 of the calendar year immediately
following the calendar year in which the Contract Owner
died;
(ii) if the Beneficiary is the Contract Owner's surviving spouse,
and benefits are to be distributed in accordance with (1)
above, distributions must begin on or before the later of
(a) December 31 of the calendar year immediately following
the calendar year in which the Contract Owner died or (b)
December 31 of the calendar year in which the Contract Owner
would have attained age 70 1/2.
MUVA94IRA Page 2 of 3
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<PAGE>
(iii) if the Beneficiary is the Contract Owner's surviving
spouse, the spouse may treat the Contract as his or her own
IRA. This election will be deemed to have been made if such
surviving spouse makes a regular IRA contribution to the
Contract, makes a rollover to or from such contract, or
fails to elect any of the above provisions.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. For
purposes of distributions beginning after the Contract Owner's death,
unless otherwise elected by the surviving spouse by the time
distributions are required to begin, life expectancies shall be
recalculated annually. Such election shall be irrevocable by the
surviving spouse and shall apply to all subsequent years. In the case
of any other Beneficiary, life expectancies shall be calculated using
the attained age of such Beneficiary during the calendar year in which
distributions are required to begin pursuant to this section, and
payments for any subsequent calendar year shall be calculated based on
such life expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first calculated.
Life expectancy for distributions under an Annuity Option in the
Contract may not be recalculated.
Distributions under this section are considered to have begun if
distributions are made on account of the Contract Owner reaching his
or her required beginning date or if prior to the required beginning
date distributions irrevocably commence over a period permitted and in
an annuity form acceptable under Section 1.401(a)(9) of the Income Tax
Regulations.
9. The Company may at its option either accept additional future payments
or terminate the Contract by a lump sum payment of the then present
value of the paid up benefit if no Purchase Payments have been
received for two full consecutive Contract Years and the paid up
annuity benefit at maturity would be less than $20 per month.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MUVA94IRA Page 3 of 3
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<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
UNISEX ANNUITY RATES CONTRACT ENDORSEMENT
-----------------------------------------
This Endorsement modifies the Contract to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Sections 401, 403, 408 or 457 of the Internal Revenue Code, or where
required by state law. In the case of a conflict with any provision in the
Contract, the provisions of this Endorsement will control. The Company may
further amend the Contract from time to time to meet any requirements applicable
to such plans or laws. The effective date of this Endorsement is the Issue Date
shown on the Contract Schedule. The provisions of the Contract are modified as
follows:
1. Deleting any reference to sex; and
2. The Contract is further modified by substituting the attached Annuity
Rate Tables 1, 2, 3, 5, 6 and 7 for the corresponding Annuity Rate
Tables in the Annuity Rates section of the Contract.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MUVA94UR Page 1 of 5
80
<PAGE>
--------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENTS PER $1,000
--------------------------------------------------------
Unisex
--------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
---------- -------- -------- --------- --------- -------
50 3.76 3.76 3.75 3.70 50
51 3.82 3.81 3.80 3.75 51
52 3.88 3.87 3.86 3.80 52
53 3.94 3.93 3.92 3.85 53
54 4.00 4.00 3.98 3.90 54
55 4.07 4.06 4.04 3.96 55
56 4.14 4.13 4.11 4.01 56
57 4.21 4.21 4.16 4.07 57
58 4.29 4.29 4.26 4.13 58
59 4.38 4.37 4.34 4.20 59
60 4.47 4.46 4.42 4.26 60
61 4.56 4.55 4.51 4.32 61
62 4.66 4.65 4.61 4.39 62
63 4.77 4.76 4.70 4.46 63
64 4.89 4.87 4.81 4.53 64
65 5.01 4.99 4.92 4.60 65
66 5.14 5.12 5.03 4.67 66
67 5.28 5.25 5.16 4.73 67
68 5.43 5.39 5.28 4.80 68
69 5.59 5.55 5.42 4.87 69
70 5.76 5.71 5.56 4.93 70
71 5.94 5.88 5.70 5.00 71
72 6.14 6.07 5.86 5.06 72
73 6.34 6.27 6.02 5.11 73
74 6.57 6.47 6.16 5.17 74
75 6.81 6.70 6.35 5.21 75
76 7.07 6.93 6.53 5.26 76
77 7.34 7.16 6.70 5.30 77
78 7.64 7.44 6.89 5.33 78
79 7.95 7.72 7.07 5.36 79
80 8.29 8.01 7.26 5.39 80
81 8.66 8.33 7.45 5.42 81
82 9.06 8.65 7.63 5.44 82
83 9.48 8.99 7.81 5.45 83
84 9.94 9.35 7.99 5.47 84
85 10.42 9.73 8.15 5.48 85
---------- -------- -------- --------- --------- -------
MUVA94UR Page 2 of 5
81
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
40 3.11 3.16 3.21 3.25 3.27 3.30 3.31 3.32 3.33 3.33 40
45 3.16 3.24 3.31 3.37 3.42 3.45 3.48 3.50 3.51 3.51 45
50 3.21 3.31 3.41 3.50 3.57 3.63 3.68 3.71 3.73 3.74 50
55 3.25 3.37 3.50 3.62 3.74 3.84 3.91 3.97 4.01 4.03 55
60 3.27 3.42 3.57 3.74 3.90 4.06 4.16 4.28 4.36 4.40 60
65 3.30 3.45 3.63 3.84 4.06 4.28 4.48 4.66 4.79 4.88 65
70 3.31 3.48 3.68 3.91 4.16 4.48 4.79 5.07 5.30 5.48 70
75 3.32 3.50 3.71 3.97 4.28 4.66 5.07 5.49 5.89 6.21 75
80 3.33 3.51 3.73 4.01 4.36 4.79 5.30 5.89 6.49 7.04 80
85 3.33 3.51 3.74 4.03 4.40 4.88 5.48 6.21 7.04 7.90 85
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
40 3.16 3.22 3.25 3.28 3.30 3.31 3.32 3.33 3.33 3.33 40
45 3.27 3.33 3.38 3.42 3.45 3.48 3.49 3.50 3.51 3.52 45
50 3.37 3.45 3.52 3.58 3.63 3.68 3.71 3.73 3.74 3.75 50
55 3.48 3.57 3.67 3.76 3.84 3.91 3.96 4.00 4.03 4.04 55
60 3.59 3.71 3.83 3.95 4.07 4.16 4.28 4.34 4.39 4.42 60
65 3.72 3.85 4.00 4.16 4.33 4.50 4.65 4.77 4.86 4.92 65
70 3.86 4.01 4.16 4.38 4.60 4.84 5.07 5.28 5.45 5.57 70
75 4.00 4.17 4.37 4.61 4.89 5.20 5.54 5.87 6.17 6.40 75
80 4.16 4.34 4.57 4.84 5.17 5.57 6.03 6.52 7.00 7.41 80
85 4.31 4.51 4.76 5.07 5.45 5.93 6.51 7.16 7.89 8.59 85
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
</TABLE>
MUVA94UR Page 3 of 5
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<PAGE>
--------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
--------------------------------------------------------
Unisex
--------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
---------- -------- -------- --------- ---------- ------
50 4.36 4.36 4.35 4.29 50
51 4.41 4.41 4.40 4.33 51
52 4.47 4.47 4.45 4.38 52
53 4.53 4.52 4.51 4.43 53
54 4.59 4.59 4.56 4.48 54
55 4.66 4.65 4.63 4.53 55
56 4.73 4.72 4.69 4.58 56
57 4.80 4.79 4.76 4.64 57
58 4.88 4.87 4.84 4.70 58
59 4.96 4.95 4.91 4.75 59
60 5.05 5.04 4.99 4.82 60
61 5.14 5.13 5.08 4.88 61
62 5.24 5.23 5.17 4.94 62
63 5.35 5.33 5.27 5.00 63
64 5.46 5.44 5.37 5.07 64
65 5.59 5.56 5.48 5.13 65
66 5.72 5.69 5.59 5.20 66
67 5.85 5.82 5.71 5.27 67
68 6.00 5.96 5.84 5.33 68
69 6.16 6.12 5.97 5.39 69
70 6.33 6.28 6.11 5.45 70
71 6.52 6.45 6.25 5.51 71
72 6.71 6.63 6.40 5.57 72
73 6.92 6.83 6.55 5.62 73
74 7.15 7.04 6.72 5.67 74
75 7.39 7.26 6.88 5.72 75
76 7.65 7.49 7.05 5.76 76
77 7.92 7.74 7.23 5.80 77
78 8.22 8.00 7.41 5.83 78
79 8.54 8.28 7.59 5.86 79
80 8.88 8.57 7.77 5.89 80
81 9.25 8.88 7.95 5.91 81
82 9.65 9.21 8.13 5.93 82
83 10.08 9.55 8.31 5.95 83
84 10.54 9.90 8.48 5.96 84
85 11.03 10.28 8.64 5.97 85
---------- -------- -------- --------- ---------- ------
MUVA94UR Page 4 of 5
83
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
40 3.73 3.78 3.83 3.86 3.89 3.91 3.93 3.94 3.95 3.95 40
45 3.78 3.85 3.92 3.97 4.02 4.05 4.08 4.10 4.11 4.12 45
50 3.83 3.92 4.01 4.09 4.16 4.22 4.27 4.30 4.32 4.34 50
55 3.86 3.97 4.09 4.21 4.32 4.41 4.49 4.55 4.59 4.62 55
60 3.89 4.02 4.16 4.32 4.47 4.62 4.75 4.85 4.92 4.97 60
65 3.91 4.05 4.22 4.41 4.62 4.83 5.03 5.21 5.34 5.44 65
70 3.93 4.08 4.27 4.49 4.75 5.03 5.33 5.61 5.85 6.03 70
75 3.94 4.10 4.30 4.55 4.85 5.21 5.61 6.03 6.42 6.75 75
80 3.95 4.11 4.32 4.59 4.92 5.34 5.85 6.42 7.02 7.58 80
85 3.95 4.12 4.34 4.62 4.97 5.44 6.03 6.75 7.58 8.43 85
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- ------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- ------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
40 3.81 3.84 3.87 3.89 3.91 3.93 3.94 3.95 3.95 3.95 40
45 3.89 3.94 3.99 4.03 4.06 4.08 4.10 4.11 4.12 4.13 45
50 3.99 4.05 4.12 4.16 4.23 4.27 4.30 4.32 4.34 4.35 50
55 4.10 4.16 4.26 4.35 4.42 4.49 4.54 4.58 4.61 4.63 55
60 4.21 4.31 4.42 4.54 4.65 4.75 4.84 4.91 4.96 5.00 60
65 4.35 4.46 4.60 4.74 4.90 5.06 5.21 5.33 5.42 5.49 65
70 4.50 4.63 4.79 4.97 5.16 5.40 5.63 5.83 6.00 6.13 70
75 4.67 4.81 5.00 5.22 5.48 5.78 6.10 6.42 6.72 6.95 75
80 4.84 5.01 5.22 5.47 5.78 6.16 6.60 7.08 7.55 7.97 80
85 5.03 5.21 5.44 5.73 6.09 6.54 7.10 7.75 8.46 9.15 85
- ------------------ ------- ------- ------ ------- ------- ------- ------ ------- ------- ------- -----------------
</TABLE>
MUVA94UR Page 5 of 5
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<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
QUALIFIED PLAN CONTRACT ENDORSEMENT
-----------------------------------
This Endorsement modifies the Contract to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Section 401(a) or 403(a) of the Internal Revenue Code (Code). In the case
of a conflict with any provision in the Contract, the provisions of this
Endorsement will control. The Company may further amend the Contract from time
to time to meet any requirements applicable to such plans. The effective date of
this Endorsement is the Issue Date shown on the Contract Schedule. The Contract
is modified as follows:
1. If the Contract Owner is other than a retirement plan fiduciary, the
interest of the Contract Owner 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, to any person other than
the Company.
2. The Annuitant may not be made the Contract Owner of this Contract
other than in connection with the conversion of this Contract to an
individual retirement annuity under Code Section 408 or at the time of
commencement of Annuity Payments.
3. While the Contract Owner is a retirement plan fiduciary, the
Beneficiary shall be such Contract Owner.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MUVA94QP
85
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
SECTION 457 PLAN ENDORSEMENT
----------------------------
This Endorsement modifies the Contract to which it is attached for use in
connection with a Plan qualified under Section 457 of the Internal Revenue Code
(Code) and the Regulations under that Section. The effective date of this
Endorsement is the Issue Date shown on the Contract Schedule. In the case of a
conflict with any provision in the Contract, the provisions of this Endorsement
will control. The Contract is modified as follows:
1. The Annuitant of this Contract will be the applicable Participant
under the Plan and the Contract Owner of this Contract will be as
designated under the Plan.
2. All funds payable under this Contract will be paid to the Contract
Owner.
3. No rights or funds payable under this Contract are in trust for the
benefit of the Annuitant. All interests and rights in the Contract are
subject to the claims of the general creditors of the Contract Owner.
4. All distributions under the Contract shall be made in accordance with
the requirements of Code Section 401(a)(9), including the incidental
death benefit requirements of Code Section 401(a)(9)(G) and the
Regulations thereunder.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MUVA94GDC
86
<PAGE>
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
ACCUMULATION DEATH BENEFIT ENDORSEMENT
--------------------------------------
This Endorsement modifies the Contract to which it is attached. The effective
date of this Endorsement is the Issue Date shown on the Contract Schedule of the
Contract or a later date if acceptable to the Company. In case of a conflict
with any provision in the Contract, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the Contract
captioned "Proceeds Payable On Death - Death Benefit Amount During The
Accumulation Period":
PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
If the Death Benefit is payable due to the death of the Contract Owner during
the Accumulation Period, the amount of the Death Benefit will be the greater of:
1. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Center both
due proof of death and an election of the payment method, less any
withdrawals and any applicable charges; or
2. The accumulation at interest of all Purchase Payments made less any
withdrawals and any applicable charges, but not more than twice the
sum of Purchase Payments less subsequent withdrawals and any
applicable charges. The effective annual rate of interest used in this
accumulation will be 5% for any period prior to the Contract Owner
attaining Age 75 and 0% thereafter.
If Joint Contract Owners are named, the Age of the oldest will be used to
determine the Death Benefit. If the Contract is owned by a non-natural person,
then Contract Owner shall mean Annuitant.
Death Benefit Charge: Quarterly the Company deducts a Death Benefit Charge from
each Sub-Account of the Separate Account and the General Account in an amount,
on an annual basis, no greater than the amount shown on the Contract Schedule.
The Death Benefit Charge will be deducted from the Sub-Accounts, the Fixed
Account and the Fixed Account for Dollar Cost Averaging in the same proportion
that the amount of the Contract Value in each Sub-Account or the Fixed Account
or the Fixed Account for Dollar Cost Averaging bears to the total Contract
Value.
Signed for C.M. Life Insurance Company by:
SECRETARY PRESIDENT
MU99DBacc
87
<PAGE>
EXHIBIT 5
-------------------------------
Contract #_____________________
(For H.O. Use Only)
-------------------------------
C.M. LIFE INSURANCE COMPANY
140 Garden Street
Hartford, CT 06154
VARIABLE ANNUITY CONTRACT APPLICATION
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1. CONTRACT OWNER INFORMATION NOTE: Contract Owner must be same as Annuitant for all types of IRAs and 403(b) plans.
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<S> <C> <C>
Name (First, MI, Last) Tax I.D./Social Security #
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Address (No., Street) Birth Date (Mo/Day/Yr)
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Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
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2. JOINT CONTRACT OWNER INFORMATION NOTE: . Joint ownership only allowed between spouses.
. Unless otherwise specified, both signatures will be
required for all Contract Owner transactions.
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Name (First, MI, Last) Social Security #
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Address (No., Street) Birth Date (Mo/Day/Yr)
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Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
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3. ANNUITANT INFORMATION NOTE: . Add Annuitant information only if different from Contract
Owner.
. For additional instructions use Item 11.
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Name (First, MI, Last) Tax I.D./Social Security #
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Address (No., Street) Birth Date (Mo/Day/Yr)
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Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
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4. BENEFICIARY INFORMATION NOTE: . In the event of the death of a Joint Contract Owner, the
surviving spouse shall become the Primary Beneficiary.
. For additional instructions use Item 11.
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Primary Beneficiary: Name (First, MI, Last) Relationship to Contract Tax I.D./Social Security #
Owner
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Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
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Address (City, State, Zip)
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Contingent Beneficiary: Name (First, MI, Last) Relationship to Contract Owner Tax I.D./Social Security #
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Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
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Address (City, State, Zip)
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5. PLAN INFORMATION
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Non-Qualified Plan: [_] Individual Plan
Qualified Plan: [_] Regular IRA - Tax year(s) _____._____
[_] IRA Rollover/Transfer
[_] SEP-IRA
[_] Roth IRA
[_] 457 Deferred Compensation Plan
[_] TSA Plan (check one): Regular___Transfer___
[_] Corporate, Plan Type Plan _____________________________________________________
[_] Other _________________________________________________________________________
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6. INITIAL PURCHASE PAYMENT $_____________
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7. HEALTH INFORMATION
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<S> <C>
Do you have any reason to believe that the Death Benefit will become payable to the Beneficiary in the first
Contract Year? Yes [_] No [_]
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8. ANNUITY ACTIVITY
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. Have you purchased another Connecticut Mutual Life or C.M. Life Annuity in the past 12 months? Yes [_] No [_]
. Will the annuity applied for replace or change any existing individual or group life insurance or annuity? Yes [_] No [_]
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NOTE: . The Annuity Date must be the first day of a calendar month.
9. ANNUITY DATE __________________ . The Annuity Date cannot be later than the earlier of the Annuitant's 100th
(Mo/Day/Yr) birthday or the maximum date permitted under state law.
. If no election is made, the Annuity Date will be the earlier of the Annuitant's
100th birthday or the maximum date permitted under state law.
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10. ANNUITY OPTIONS NOTE: If no election is made 30 days before the Annuity Date, payments will be made under Option B
with a 10 Year Period Certain.
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[_] Option A - Life Income
[_] Option B - Life Income with Period Certain: [_] 5 Yr. [_] 10 Yr. [_] 20 Yr.
[_] Option C - Joint and Last Survivor
[_] Option D - Joint and 2/3 Survivor
[_] Option E - Period Certain: # of Years ______
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11. MISCELLANEOUS INSTRUCTIONS/COMMENTS
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12. CONTRACT OWNER AND ANNUITANT SIGNATURES
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I hereby represent that the above information is correct and true to the best of my knowledge and belief and agree that this
application shall be a part of the Contract issued by the Company. Any person who, with the intent to defraud or knowing that he
is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is
guilty of insurance fraud. ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT BEING APPLIED FOR WHEN BASED ON INVESTMENT EXPERIENCE
OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. I acknowledge receipt of a current prospectus for the
Contract.
Signed at: ___________________________ ___________ On: _____/_____/_____
City State (Mo/Day/Yr)
Contract Owner Signature____________________________________________________________________________________________________________
Joint Contract Owner Signature _____________________________________________________________________________________________________
Annuitant Signature (If other than a Contract Owner)________________________________________________________________________________
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13. NASD REGISTERED REPRESENTATIVE/AGENT/BROKER INFORMATION
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Will the annuity applied for replace or change any existing individual or group life insurance or annuity? If yes, I have complied
with all state replacement requirements. [_] Yes [_] No
Is this replacement meant to be a tax-free exchange under Section 1035? [_] Yes [_] No
I certify that I am NASD registered and state licensed for variable annuity contracts where this application is written and
delivered.
Signature of NASD Registered Representative/Agent/Broker________________________________Phone Number ( ) __________________________
Print Name and License #/ Code_____________________________________________________________________________________________________
Name and Address of Firm __________________________________________________________________________________________________________
City _____________________________________________ State ___________________________________ Zip___________________________________
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Make check(s) payable to C.M. Life and mail this signed Application and the check to: C.M. Life Insurance Company
Annuity Service Center, H565
P. O. Box 9067
Springfield, MA 01102-9067
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EXHIBIT 9
Opinion of and Consent of Counsel
June, 1999
C.M. Life Insurance Company
140 Garden Street
Hartford, CT 06154
Re: Initial Registration Statement filed on Form N-4
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of the initial
registration statement filed on Form N-4 under the Securities Act of 1933 for
C.M. Life Insurance Company's ("CM Life") individual or group deferred variable
annuity contracts with flexible purchase payments (the "Contract"). C.M.
Multi-Account A issues the Contract.
As an 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
initial registration statement 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 Registration
Statement.
Very truly yours,
/s/ Lynn S. Mercier
Lynn S. Mercier
Attorney
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