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C M MULTI ACCOUNT A
485BPOS, 2000-04-26

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¨	immediately upon filing pursuant to paragraph (b) of Rule 485

x	on May 1, 2000 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

¨	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

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N-4 Item		Caption in Prospectus
1		Cover Page
2		Definitions
3		Table of Fees and Expenses
4		Condensed Financial Information; Performance
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
		Caption in Statement of Additional Information
15		Cover Page
16		Table of Contents
17		Company
18		Experts; Distribution
19		Purchase of Securities Being Offered
20		Distribution
21		Performance Measures
22		Annuity Payments
23		Financial Statements

Ÿ	American Century VP Income & Growth Fund

Ÿ	American Century VP Value Fund

Ÿ	Calvert Social Balanced Portfolio*

Ÿ	Deutsche VIT EAFE® Equity Index Fund*

Ÿ	Deutsche VIT Small Cap Index Fund

Ÿ	VIP Growth Portfolio – Service Class

Ÿ	VIP II Contrafund® Portfolio – Initial Class

Ÿ	VIP III Growth Opportunities Portfolio – Service Class

Ÿ	Templeton International Securities Fund – Class 2 Shares

Ÿ	INVESCO VIF – Financial Services Fund*

Ÿ	INVESCO VIF – Health Sciences Fund*

Ÿ	INVESCO VIF – Technology Fund*

Ÿ	Janus Aspen Balanced Portfolio*

Ÿ	Janus Aspen Capital Appreciation Portfolio

Ÿ	Janus Aspen Worldwide Growth Portfolio

Ÿ	MFS® Growth With Income Series

Ÿ	MML Blend Fund

Ÿ	MML Emerging Growth Fund*

Ÿ	MML Equity Fund

Ÿ	MML Equity Index Fund – Class I Shares

Ÿ	MML Growth Equity Fund

Ÿ	MML Large Cap Value Fund*

Ÿ	MML OTC 100 Fund*

Ÿ	MML Small Cap Growth Equity Fund

Ÿ	MML Small Cap Value Equity Fund

Ÿ	Oppenheimer Aggressive Growth Fund/VA

Ÿ	Oppenheimer Bond Fund/VA

Ÿ	Oppenheimer Capital Appreciation Fund/VA

Ÿ	Oppenheimer Global Securities Fund/VA

Ÿ	Oppenheimer High Income Fund/VA

Ÿ	Oppenheimer Main Street® Growth & Income Fund/VA

Ÿ	Oppenheimer Money Fund/VA

Ÿ	Oppenheimer Multiple Strategies Fund/VA*

Ÿ	Oppenheimer Strategic Bond Fund/VA

Ÿ	Oppenheimer International Growth Fund/VA

Ÿ	Panorama Growth Portfolio

Ÿ	Panorama LifeSpan Balanced Portfolio

Ÿ	Panorama LifeSpan Capital Appreciation Portfolio

Ÿ	Panorama LifeSpan Diversified Income Portfolio

Ÿ	Panorama Total Return Portfolio

Ÿ	T. Rowe Price Mid-Cap Growth Portfolio

Ÿ	are not bank deposits.

Ÿ	are not federally insured.

Ÿ	are not endorsed by any bank or governmental agency.

Ÿ	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.

Index of Special Terms		3
Highlights		4
The C.M. Life Multi-Account A – Panorama Premier Segment Table of Fees and Expenses		5
The Company		13
The Panorama Premier Deferred Variable Annuity Contract – General Overview		13
Ownership of the Contract		14
Owner		14
Joint Owner		14
Annuitant		14
Beneficiary		14
Purchasing a Contract		15
Purchase Payments		15
Allocation of Purchase Payments		15
Investment Choices		16
The Separate Account		16
The Funds		16
The Fixed Accounts		21
DCA Fixed Account		21
The Fixed Account		22
Contract Value		23
Accumulation Units		23
Transfers		23
Transfers During the Accumulation                 Phase		23
Transfers During the Income Phase		24
Dollar Cost Averaging Program		24
Automatic Rebalancing Program		25
Interest Sweep Option		25
Withdrawals		26
Systematic Withdrawal Program		26
Expenses		27
Insurance Charges		27
Mortality and Expense Risk Charge		27
Administrative Charge		27
Annual Contract Maintenance Charge		27
Contingent Deferred Sales Charge		27
Free Withdrawals		30
Premium Taxes		30
Transfer Fee		30
Income Taxes		30
Fund Expenses		30

The Income Phase		31
Fixed Annuity Payments		31
Variable Annuity Payments		31
Annuity Unit Value		32
Annuity Options		32
Death Benefit		33
Death of Contract Owner During the            Accumulation Phase		33
Death Benefit Amount During the            Accumulation Phase		33
Basic Death Benefit		33
Ratchet Death Benefit		33
Death Benefit Options During the            Accumulation Phase		34
Death of Contract Owner During the            Income Phase		34
Death of Annuitant		34
Taxes		35
Annuity Contracts in General		35
Qualified and Non-Qualified            Contracts		35
Withdrawals – Non-Qualified            Contracts		36
Withdrawals – Qualified Contracts		36
Withdrawals – Tax-Sheltered            Annuities		37
Other Information		38
Terminal Illness Benefit		38
Performance		38
Standardized Total Returns		38
Nonstandard Total Returns		38
Yield and Effective Yield		38
Related Performance		38
Distributors		39
Special Arrangement		39
Electronic Transmission of            Application Information		39
Assignment		40
Voting Rights		40
Reservation of Rights		40
Suspension of Payments or Transfers		40
Legal Proceedings		40
Financial Statements		41
Additional Information		41
Appendix A – Condensed Financial Information		A-1

		Page
Accumulation Phase		13
Accumulation Unit		23
Annuitant		14
Annuity Date		31
Annuity Options		32
Annuity Payments		31
Annuity Service Center		1
Annuity Unit Value		32
Contract Anniversary		33
Free Withdrawals		30
Income Phase		31
Non-Qualified		35
Purchase Payment		15
Qualified		35
Separate Account		16
Tax Deferral		13

Ÿ	paid on or after you reach age 59 1 /2;

Ÿ	paid to your beneficiary after you die;

Ÿ	paid if you become totally disabled as that term is defined in the Internal Revenue Code;

Ÿ	paid in a series of substantially equal periodic payments made annually or more frequently, for life or your life expectancy or for the joint lives or joint life expectancies of you and your designated beneficiary;

Ÿ	paid under an immediate annuity; or

Ÿ	which come from purchase payments made before August 14, 1982.

During Accumulation Phase:

We will not charge for the first 12 transfers in a calendar year; thereafter we will assess a fee which is the lesser of $20 or 2% of the amount transferred.

During Income Phase:

We allow only 6 transfers in a calendar year and we will not assess a fee for these 6 transfers.

None

Full years since payment		0		1		2		3		4		5		6		7 or more

Percentage		7%		6%		5%		4%		3%		2%		1%		0%

$30 per Contract Year.

1.25%

0.15%

1.40%

		Management Fees After Expense Reimbursements		Other Expenses After Expense Reimbursements			12b-1 Fees			Total Operating Expenses After Expense Reimbursements
American Century VP Income & Growth Fund		0.70%		0.00%			—			0.70%
American Century VP Value Fund		1.00%		0.00%			—			1.00%
Calvert Social Balanced Portfolio*		0.70%		0.19%			—			0.89%
Deutsche VIT EAFE® Equity Index Fund*		0.26%		0.39%			—			0.65%	3
Deutsche VIT Small Cap Index Fund 7		0.13%		0.32%			—			0.45%	3
Fidelity VIP Growth Portfolio – Service Class		0.58%		0.09%			0.10	%		0.77%	4
Fidelity VIP II Contrafund® Portfolio – Initial Class		0.58%		0.09%			—			0.67%	4
Fidelity VIP III Growth Opportunities Portfolio – Service Class		0.58%		0.11%			0.10	%		0.79%	4
INVESCO VIF—Financial Services Fund*		0.75%		0.64%			—			1.39%
INVESCO VIF—Health Sciences Fund*		0.75%		0.73%	5		—			1.48%
INVESCO VIF—Technology Fund*		0.75%		0.56%	5		—			1.31%
Janus Aspen Balanced Portfolio*		0.65%		0.02%			—			0.67%	9
Janus Aspen Capital Appreciation Portfolio		0.65%		0.04%			—			0.69%	9
Janus Aspen Worldwide Growth Portfolio		0.65%		0.05%			—			0.70%	9
MFS® Growth With Income Series		0.75%		0.13%			—			0.88%
MML Blend Fund		0.37%		0.01%	2		—			0.38%
MML Emerging Growth Fund*		1.05%		0.11%	2		—			1.16%	1
MML Equity Fund		0.37%		0.00%	2		—			0.37%
MML Equity Index Fund – Class I Shares		0.10%		0.35%			—			0.45%	10
MML Growth Equity Fund		0.80%		0.11%	2		—			0.91%
MML Large Cap Value Fund*		0.80%		0.11%	2		—			0.91%	1
MML OTC 100 Fund*		0.45%		0.11%	2		—			0.56%	1
MML Small Cap Growth Equity Fund		1.08%		0.11%	2		—			1.19%
MML Small Cap Value Equity Fund		0.64%		0.11%	2		—			0.75%
Oppenheimer Aggressive Growth Fund/VA		0.66%		0.01%			—			0.67%
Oppenheimer Bond Fund/VA		0.72%		0.01%			—			0.73%
Oppenheimer Capital Appreciation Fund/VA		0.68%		0.02%			—			0.70%
Oppenheimer Global Securities Fund/VA		0.67%		0.02%			—			0.69%
Oppenheimer High Income Fund/VA		0.74%		0.01%			—			0.75%
Oppenheimer International Growth Fund/VA		1.00%		0.08%			—			1.08%
Oppenheimer Main Street® Growth & Income Fund/VA		0.73%		0.05%			—			0.78%
Oppenheimer Money Fund/VA		0.45%		0.03%			—			0.48%

		Management Fees After Expense Reimbursements		Other Expenses After Expense Reimbursements		12b-1 Fees			Total Operating Expenses After Expense Reimbursements
Oppenheimer Multiple Strategies Fund/VA*		0.72%		0.01%		—			0.73%
Oppenheimer Strategic Bond Fund/VA		0.74%		0.04%		—			0.78%
Panorama Growth Portfolio		0.52%		0.01%		—			0.53%
Panorama LifeSpan Balanced Portfolio		0.85%		0.06%		—			0.91%
Panorama LifeSpan Capital Appreciation Portfolio		0.85%		0.08%		—			0.93%
Panorama LifeSpan Diversified Income Portfolio		0.75%		0.08%		—			0.83%
Panorama Total Return Portfolio		0.54%		0.01%		—			0.55%
Templeton International Securities Fund –  Class 2 Shares 6,8		0.69%		0.19%		0.25	% 11		1.13%
T. Rowe Price Mid-Cap Growth Portfolio		0.85%		0.00%		—			0.85%
* Subject to state availability
1 The MML Emerging Growth Fund, the MML Large Cap Value Fund, and the MML OTC 100 Fund began operations May 1, 2000 and therefore, had no operating expenses as of December 31, 1999. The investment manager estimates that the total operating expenses for these Funds in 2000 will be as shown.
2 We agreed to bear expenses of the MML Equity Fund, MML Blend Fund, MML Small Cap Value Equity Fund, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML OTC 100 Fund, MML Emerging Growth Fund, and MML Large Cap Value 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, 2001. The expenses shown for the MML Small Cap Value Equity Fund, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML OTC 100 Fund, MML Emerging Growth Fund, and MML Large Cap Value Fund include this reimbursement. If not included, the other expenses for these Funds in 2000 are estimated to be 0.44% for the MML Small Cap Value Equity Fund, 0.36% for the MML Growth Equity Fund, 0.36% for the MML Small Cap Growth Equity Fund, 0.38% for the MML OTC 100 Fund, 0.38% for the MML Emerging Growth Fund, and 0.38% for the MML Large Cap Value Fund. We do not expect that we will be required to reimburse any expenses of the MML Equity Fund and the MML Blend Fund in 2000.
3 Bankers Trust Company has voluntarily undertaken to waive its management fee and reimburse the Deutsche VIT Small Cap Index Fund and the Deutsche VIT EAFE® Equity Index Fund certain expenses so that the total fund expenses for the Deutsche VIT Small Cap Index Fund and the Deutsche VIT EAFE® Equity Index Fund will not exceed 0.45% and 0.65% respectively. Bankers Trust Company may not recoup any of its waived investment advisory fees. Such waivers by Bankers Trust Company should stay in effect for at least 12 months. Without such waivers and reimbursements, the total fund expenses for the Deutsche VIT Small Cap Index Fund and the Deutsche VIT EAFE® Equity Index Fund would have been 1.18% and 1.15% respectively.
4 A portion of the brokerage commissions that the VIP Growth Portfolio, the VIP II Contrafund® Portfolio, and the VIP III Growth Opportunities Portfolio pay was used to reduce the other expenses for the Portfolios. In addition, these Portfolios have entered into arrangements with their custodian whereby credits realized as a result of uninvested cash balances were used to reduce custodian expenses. Including these reductions, the other expenses for the VIP Growth Portfolio would have been 0.07%, decreasing the VIP Growth Portfolio’s total fund expenses to 0.75%; the other expenses for the VIP II Contrafund® Portfolio would have been 0.07%, decreasing the VIP II Contrafund® Portfolio’s total fund expenses to 0.65%; and the other expenses for the VIP III Growth Opportunities Portfolio would have been 0.10%, decreasing the VIP III Growth Opportunities Portfolio’s total fund expenses to 0.78%.
5 Certain expenses of the INVESCO VIF-Health Sciences Fund and INVESCO VIF-Technology Fund are being absorbed voluntarily by INVESCO pursuant to a commitment to the Funds. Without the absorption of such expenses, INVESCO VIF-Health Sciences Fund’s other expenses and total fund expenses would

Sub-Account		Year		1		3		5		10
American Century VP Income & Growth				87		118		147		252
American Century VP Value				90		127		163		283
Calvert Social Balanced*				89		123		157		272
Deutsche VIT EAFE® Equity Index*				87		116		145		247
Deutsche VIT Small Cap Index**				85		110		134		226
Fidelity VIP Growth				88		120		151		259
Fidelity VIP II Contrafund®				87		117		146		249
Fidelity VIP III Growth Opportunities				88		120		152		261
INVESCO VIF – Financial Services*				94		138		183		322
INVESCO VIF – Health Sciences*				95		140		187		330
INVESCO VIF – Technology*				93		136		179		314
Janus Aspen Balanced*				87		117		146		249
Janus Aspen Capital Appreciation				87		117		147		251
Janus Aspen Worldwide Growth				87		118		147		252
MFS® Growth With Income				89		123		157		271
MML Blend				84		108		131		218
MML Emerging Growth*				92		131		171		299
MML Equity				84		108		130		217
MML Equity Index				85		110		134		226
MML Growth Equity				89		124		158		274
MML Large Cap Value*				89		124		158		274
MML OTC 100*				86		114		140		237
MML Small Cap Growth Equity				92		132		172		301
MML Small Cap Value Equity				88		119		150		258
Oppenheimer Aggressive Growth				87		117		146		249
Oppenheimer Bond				87		119		149		255
Oppenheimer Capital Appreciation				87		118		147		252
Oppenheimer Global Securities				87		117		147		251
Oppenheimer High Income				88		119		150		257
Oppenheimer International Growth				91		129		167		291
Oppenheimer Main Street® Growth & Income				88		120		152		260
Oppenheimer Money				85		111		136		229
Oppenheimer Multiple Strategies*				87		119		149		255
Oppenheimer Strategic Bond				88		120		152		260

Sub-Account		Year		1		3		5		10
Panorama Growth				86		113		139		234
Panorama LifeSpan Balanced				89		124		158		274
Panorama LifeSpan Capital Appreciation				89		125		159		276
Panorama LifeSpan Diversified Income				88		122		154		266
Panorama Total Return				86		113		140		236
T. Rowe Price Mid-Cap Growth				89		122		155		268
Templeton International Securities***				91		130		169		296

* Subject to state availability

** Prior to May 1, 2000, this Sub-Account was called BT Small Cap Index Sub-Account.

*** Prior to May 1, 2000, this Sub-Account was called Templeton International Sub-Account.

Sub-Account		Year		1		3		5		10
American Century VP Income & Growth				22		69		117		252
American Century VP Value				25		78		133		283
Calvert Social Balanced*				24		74		127		272
Deutsche VIT EAFE® Equity Index*				22		67		115		247
Deutsche VIT Small Cap Index**				20		61		104		226
Fidelity’s VIP Growth				23		71		121		259
Fidelity’s VIP II Contrafund®				22		68		116		249
Fidelity’s VIP III Growth Opportunities				23		71		122		261
INVESCO VIF – Financial Services*				29		90		153		322
INVESCO VIF – Health Sciences*				30		92		157		330
INVESCO VIF – Technology*				28		87		149		314
Janus Aspen Balanced*				22		68		116		249
Janus Aspen Capital Appreciation				22		68		117		251
Janus Aspen Worldwide Growth				22		69		117		252
MFS® Growth With Income				24		74		127		271
MML Blend				19		58		101		218
MML Emerging Growth*				27		83		141		299
MML Equity				19		58		100		217
MML Equity Index				20		61		104		226
MML Growth Equity				24		75		128		274
MML Large Cap Value*				24		75		128		274
MML OTC 100*				21		64		110		237
MML Small Cap Growth Equity				27		83		142		301
MML Small Cap Value Equity				23		70		120		258
Oppenheimer Aggressive Growth				22		68		116		249
Oppenheimer Bond				23		69		119		255
Oppenheimer Capital Appreciation				22		69		117		252
Oppenheimer Global Securities				22		68		117		251
Oppenheimer High Income				23		70		120		257
Oppenheimer International Growth				26		80		137		291
Oppenheimer Main Street® Growth & Income				23		71		122		260
Oppenheimer Money				20		62		106		229

Sub-Account		Year		1		3		5		10
Oppenheimer Multiple Strategies*				23		69		119		255
Oppenheimer Strategic Bond				23		71		122		260
Panorama Growth				20		63		109		234
Panorama LifeSpan Balanced				24		75		128		274
Panorama LifeSpan Capital Appreciation				25		76		129		276
Panorama LifeSpan Diversified Income				24		73		124		266
Panorama Total Return				21		64		110		236
T. Rowe Price Mid-Cap Growth				24		73		125		268
Templeton International Securities***				26		82		139		296
* Subject to state availability
** Prior to May 1, 2000, this Sub-Account was called BT Small Cap Index Sub-Account.
*** Prior to May 1, 2000, this Sub-Account was called Templeton International Sub-Account.
The purpose of the Table of Fees and Expenses is to assist you in understanding the various costs and expenses that you will incur. The table reflects expenses of the separate account and the funds.
The examples reflect the $30 annual contract maintenance charge as an annual charge of 0.086 % of the assets. This charge is based on an anticipated average contract value of $35,000.
The examples do not reflect any premium taxes. However, premium taxes may apply.
The examples should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown.
There is an accumulation unit value history contained in Appendix A - Condensed Financial Information.

Ÿ	$5,000 when the contract is bought as a non-qualified contract; or

Ÿ	$2,000 if you are buying the contract as part of an IRA (Individual Retirement Annuity), 401(k) or other qualified plan.

Ÿ	$416.66 for a non-qualified contract, or

Ÿ	$166.66 for a qualified contract.

Ÿ	$1 million up to age 75 1 /2; or

Ÿ	$500,000 if older than age 75 1 /2.

Ÿ	by mailing your check that clearly indicates your name and contract number to our lockbox:

MassMutual Panorama Premier

P.O. Box 92851

Chicago IL 60675-2851

Ÿ	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)

(1)	The minimum amount which you can transfer is:

Ÿ

$1,000; or

Ÿ

the entire value in a fund, if less.

(2)	You must clearly indicate the amount and investment choices from and to which you wish to transfer.

(3)

During any contract year, we limit transfers out of The Fixed Account to the greater of $30,000 or 30% of your contract value in The Fixed Account as of the end of the previous contract year. We measure a contract year from the anniversary of the day we issued your contract. Transfers out of The Fixed Account are done on a first-in, first-out basis. In other words, amounts attributed to the oldest purchase payments are transferred first; then amounts attributed to the next oldest purchase payment are transferred; and so on.

(4)	We do not allow transfers between competing accounts. For this purpose, we consider The Fixed Account and the Oppenheimer Money Fund/VA “competing accounts.” We restrict other transfers involving any competing account for certain periods:

Ÿ

for a period of 90 days following a transfer out of a competing account, you may not transfer into the other competing account.

Ÿ

for a period of 90 days following a transfer into a competing account, you may not transfer out of the other competing account.

(5)	We do not count transfers made as part of the Dollar Cost Averaging Program or the Rebalancing Program in determining the number of transfers you make in a year.

Ÿ	if you withdraw the total contract value;

Ÿ	upon your death or the annuitant’s death;

Ÿ	if the last transfer you selected has been made;

Ÿ	if there is insufficient contract value to make the transfer; or

Ÿ	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. (This does not apply to the DCA Fixed Account.)

Ÿ	if you withdraw the total contract value from The Fixed Account;

Ÿ	upon your death;

Ÿ	if you begin the income phase of your contract; or

Ÿ	if we receive your written request to terminate the program at least 5 business days prior to the next scheduled transfer date.

Ÿ	less any applicable contingent deferred sales charge;

Ÿ	less any applicable premium tax;

Ÿ	less any contract maintenance charge, and

Ÿ	less any purchase payments we credited to your contract that have not cleared the bank, until they clear the bank.

Ÿ	if you withdraw your total contract value;

Ÿ	upon your death or the annuitant’s death;

Ÿ	if we process the last withdrawal you selected;

Ÿ	if your value in a selected fund or The Fixed Account is insufficient to complete the withdrawal;

Ÿ	if you begin receiving annuity payments; or

Ÿ	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.

Ÿ	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;

Ÿ	the expense risk that the current charges will be insufficient to cover the actual cost of administering the contract.

Ÿ	from more than one investment choice, we will deduct the contingent deferred sales charge proportionately from the amounts remaining in the investment choice(s) you selected.

Ÿ	the total value from an investment choice, we will deduct the contingent deferred sales charge proportionately from amounts remaining in the investment choices that still have value.

Ÿ	your entire contract value, we will deduct the contingent deferred sales from the contract value. You will receive a check for the net amount.

Year since Purchase Payments were Accepted		Charge
1st Year		7%
2nd Year		6%
3rd Year		5%
4th Year		4%
5th Year		3%
6th Year		2%
7th Year		1%
8th Year and thereafter		0%

Ÿ	Upon payment of the death benefit.

Ÿ	If you are 59 1 /2 or older, and you apply your entire contract value:

Ÿ

under a fixed lifetime payment option;

Ÿ

under a fixed annuity, fixed term payment option with payments for 10 years or more;

Ÿ

to purchase a single premium immediate life annuity issued by us or one of our affiliates;

Ÿ

to purchase a single premium immediate annuity certain, with payments guaranteed for 10 years or more, issued by us or one of our affiliates.

Ÿ	If you apply your entire contract value:

Ÿ

under a variable lifetime payment option; or

Ÿ

under a variable fixed time payment option, with payments for 10 years or more.

Ÿ	If you surrender your contract before April 30, 2001, and the proceeds of the surrender are used to purchase a new group annuity issued by MassMutual. The group annuity may be subject to charges upon surrender.

Ÿ	If you redeem “excess contributions” to a plan qualifying for special income tax treatment. These types of plans are referred to as Qualified Plans, including Individual Retirement Annuities (IRAs). We look to the Internal Revenue Code for the definition and description of excess contributions.

Ÿ

Owners of certain Flex-Annuity contracts issued by Massachusetts Mutual Life Insurance Company may exchange these contracts for a Panorama Premier contract. If the Flex-Annuity contract is beyond the contingent deferred sales charge period at the time of the exchange, the contract value exchanged will not be subject to a contingent deferred sales charge under either the Flex-Annuity contract or the Panorama Premier contract. If the Flex-Annuity contract is within the contingent deferred sales charge period at the time of exchange, we will not assess a contingent deferred sales charge under the Flex-Annuity contract on the contract value exchanged to a Panorama Premier contract. However, a contingent deferred sales charge may be assessed under the Panorama Premier contract. The Panorama Premier contingent deferred sales charge percentage on the exchanged contract value will be determined by treating the exchanged contract value as if it were received as a Panorama Premier payment on the issue date of the original Flex-Annuity contract. After the exchange is complete, any additional payments made to the Panorama Premier contract will be subject to the Panorama Premier contingent deferred sales charge.

Ÿ

Owners of certain Panorama Premier contracts issued as TSAs may exchange these contracts for a MassMutual Artistry contract. If the Panorama Premier contract is beyond the contingent deferred sales charge period and would be beyond the contingent deferred sales charge period of the MassMutual Artistry contract at the time of the exchange, the contract value exchanged will not be subject to a contingent deferred sales charge under either the Panorama Premier contract or the MassMutual Artistry contract. If the Panorama Premier contract is within the contingent deferred sales charge period at the time of the exchange, we will not assess a contingent deferred sales charge under the Panorama Premier contract on the contract value exchanged to a MassMutual Artistry contract. However, a contingent deferred sales charge may be assessed under the MassMutual Artistry contract. The MassMutual Artistry contingent deferred sales charge percentage on the exchanged contract value will be determined by treating the exchanged contract value as if it were received as a MassMutual Artistry payment on the issue date of the original TSA contract we or one of our affiliate companies issued to you. After the exchange is complete, any additional payments made to the MassMutual Artistry contract will be subject to the MassMutual Artistry contingent deferred sales charge.

Ÿ

Owners of certain Flex Extra variable annuity contracts issued by us may exchange these contracts for a Panorama Premier contract. If the Flex Extra contract is beyond the contingent deferred sales charge period at the time of the exchange, the contract value exchanged will not be subject to a contingent deferred sales charge under either the Flex Extra contract or the Panorama Premier contract. If the Flex Extra contract is within the contingent deferred sales charge period at the time of the exchange, a contingent deferred sales charge will not be assessed under the Flex Extra contract on the contract value exchanged to a Panorama Premier contract. However, a contingent deferred sales charge may be assessed under the Panorama Premier contract. The Panorama Premier contingent deferred sales charge percentage on the exchanged contract value will be determined by treating the exchanged contract value as if it were received as a

Panorama Premier payment on the issue date of the original Flex Extra contract. After the exchange is complete, any additional payments made to the Panorama Premier contract will be subject to the Panorama Premier contingent deferred sales charge.

Ÿ

Owners of certain Panorama deferred variable annuity contracts issued by us may exchange these contracts for a Panorama Premier contract. If the Panorama contract is beyond the contingent deferred sales charge period at the time of the exchange, the contract value exchanged will not be subject to a contingent deferred sales charge under either the Panorama contract or the Panorama Premier contract. If the Panorama contract is within the contingent deferred sales charge period at the time of the exchange, a contingent deferred sales charge will not be assessed under the Panorama contract on the contract value exchanged to a Panorama Premier contract. However, we may assess a contingent deferred sales charge under the Panorama Premier contract. The Panorama Premier contingent deferred sales charge percentage on the exchanged contract value will be determined by treating the exchanged contract value as if it were received as a Panorama Premier payment on the issue date of the original Panorama contract. After the exchange is complete, any additional payments made to the Panorama Premier contract will be subject to the Panorama Premier contingent deferred sales charge.

Ÿ

If you own an IRA or a non-qualified Account A, Account B or Account E variable annuity contract previously issued by Connecticut Mutual Life Insurance Company, you can exchange that contract for a Panorama Premier contract. We call this the CML Exchange Program. If you exchange an eligible Account A, Account B, or Account E contract for a Panorama Premier contract, we will not assess a contingent deferred sales charge on the amount that was in the original contract. However, if you make additional purchase payments to the Panorama Premier contract they will be subject to a contingent deferred sales charge under the Panorama Premier contract.

Ÿ

Owners of certain Panorama Plus variable annuity contracts issued by C. M. Life Insurance Company that are beyond the surrender charge period may exchange these contracts for a Panorama Premier contract. If you exchange an eligible Panorama Plus contract for a Panorama Premier contract, we will not assess a surrender charge on your Panorama Plus contract value. However, any additional payments that you make to the Panorama Premier contract will be subject to a contingent deferred sales charge under the Panorama Premier contract.

Ÿ	the part of your contract value that is earnings on the date of withdrawal; or

Ÿ	10% of purchase payments remaining in your contract on the withdrawal date reduced by any free withdrawal(s) you previously took during the current contract year.

(1)	The annuitant’s 90th birthday or the 90th birthday of the oldest joint annuitant;

(2)	Your 90th birthday if you are not the annuitant or the 90th birthday of the oldest joint owner; or

(3)	The latest age permitted under state law.

Ÿ	the value of your contract on the annuity date;

Ÿ	the deduction of premium taxes, if applicable,

Ÿ	the deduction of the annual contract maintenance charge,

Ÿ	the deduction of a contingent deferred sales charge, if applicable,

Ÿ	the annuity option you select, and

Ÿ	the age and sex of the annuitant (and the age and sex of the joint annuitant, if any).

Ÿ	the value of your contract on the annuity date;

Ÿ	the deduction of premium taxes, if applicable,

Ÿ	the deduction of the annual contract maintenance charge,

Ÿ	the deduction of a contingent deferred sales charge, if applicable,

Ÿ	the annuity option you select,

Ÿ	the age and sex of the annuitant (and the age and sex of the joint annuitant, if any), and

Ÿ	an assumed investment rate (AIR) of 4% per year.

(1)	your purchase payments, less any withdrawals and any applicable charges; or

(2)	your contract value as of the business day we receive proof of death and election of the payment method; or

(3)	your contract value on the most recent 3 year contract anniversary, plus any subsequent purchase payments, less any subsequent withdrawals, including any applicable charges. Your first contract anniversary is one calendar year from the date we issued your contract.

(1)	the purchase payments, less any withdrawals and any applicable charges; or

(2)	your contract value as of the business day we receive proof of death and election of the payment method; or

(3)

your contract value on the most recent 3 year contract anniversary prior to the owner or the oldest joint owner reaching age 75, plus any subsequent purchase payments, less any subsequent withdrawals, including any applicable charges. Your first contract anniversary is one calendar year from the date we issued your contract.

(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.

a.	when you make a purchase payment;

b.	when you make a partial withdrawal; and

c.	on your contract anniversary.

Ÿ	divide the amount withdrawn by the most recent contract value, and

Ÿ	multiply it by the most recent annual ratchet death benefit.

(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 75, and adjusted for subsequent purchase payments and/or partial withdrawals in the same manner as described under (a) and (b) above.

(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 periodic payments made annually (or more frequently) for life or your life expectancy or for the joint lives or 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.

Ÿ	distributions made on or after you reach age 59 1 /2;

Ÿ	distributions made after your death or disability (as defined in Code Section 72(m)(7);

Ÿ

after separation from service, distributions that are part of a series 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);

Ÿ	distributions made after separation of service if you have reached age 55 (not applicable to distributions from IRAs);

Ÿ	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;

Ÿ	distributions made on account of an IRS levy made on a qualified retirement plan or IRA;

Ÿ	distributions made to an alternate payee pursuant to a qualified domestic relations order (not applicable to distributions from IRAs);

Ÿ	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);

Ÿ	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

Ÿ	distributions from an IRA which are qualified first-time home buyer distributions (as defined in Code Section 72(t)(8)).

(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.

Ÿ	substitute another fund for one of the funds you selected and

Ÿ	add or eliminate sub-accounts.

Ÿ	the New York Stock Exchange is closed (other than customary weekend and holiday closings); or

Ÿ	trading on the New York Stock Exchange is restricted;

Ÿ	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;

Ÿ	during any other period when the Securities and Exchange Commission, by order, so permits for your protection.

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

Annuity Products, W565

P.O. Box 9067

Springfield, Massachusetts 01102-9067

State

Zip

---

Sub-Account		Dec. 31, 1999		Dec. 31, 1998		Dec. 31, 1997		Dec. 31, 1996		Value at Inception Date
Oppenheimer Money		11.541916		11.150105		10.741883		10.342534		10.00(a	)
Oppenheimer Bond		11.386719		11.725305		11.133260		10.333908		10.00(a	)
Panorama LifeSpan Diversified Income		11.778612		12.046624		11.648276		10.498529		10.00(a	)
Panorama Total Return		13.473397		13.876594		12.689528		10.831420		10.00(a	)
Panorama LifeSpan Balanced		14.864957		12.983356		12.401154		11.208195		10.00(a	)
Panorama LifeSpan Capital Appreciation		16.161117		13.619392		12.970161		11.688219		10.00(a	)
Panorama Growth		14.871291		15.669692		14.655753		11.761149		10.00(a	)
Oppenheimer International Growth		20.702904		13.961844		11.858034		11.123558		10.00(a	)
Fidelity VIP II Contrafund®		15.436404		12.598281		NA		NA		10.00(b	)
American Century VP Income & Growth		14.458369		12.423410		NA		NA		10.00(b	)
T. Rowe Price Mid-Cap Growth		15.954555		13.076410		NA		NA		10.00(b	)
MML Small Cap Value Equity		10.894396		11.164329		NA		NA		10.00(b	)
MML Equity		8.852772		NA		NA		NA		10.00(c	)
MML Blend		9.310870		NA		NA		NA		10.00(c	)
MML Equity Index		10.808781		NA		NA		NA		10.00(c	)
MML Small Cap Growth Equity		16.413833		NA		NA		NA		10.00(c	)
MML Growth Equity		12.887857		NA		NA		NA		10.00(d	)
Oppenheimer High Income		10.075890		NA		NA		NA		10.00(d	)
Oppenheimer Aggressive Growth		14.467666		NA		NA		NA		10.00(d	)
Oppenheimer Capital Appreciation		12.629748		NA		NA		NA		10.00(d	)
Oppenheimer Global Securities		13.573832		NA		NA		NA		10.00(d	)
Oppenheimer Strategic Bond		10.284802		NA		NA		NA		10.00(d	)
Oppenheimer Main Street Growth & Income		10.752627		NA		NA		NA		10.00(d	)
American Century VP Value		9.125430		NA		NA		NA		10.00(d	)
Fidelity VIP Growth		11.930599		NA		NA		NA		10.00(d	)
Fidelity VIP III Growth Opportunities		10.178186		NA		NA		NA		10.00(d	)
MFS Growth With Income		10.490256		NA		NA		NA		10.00(d	)
Janus Aspen Worldwide Growth		14.381221		NA		NA		NA		10.00(d	)
Janus Aspen Capital Appreciation		14.015849		NA		NA		NA		10.00(d	)
Templeton International Securities*		11.013836		NA		NA		NA		10.00(d	)
Deutsche VIT Small Cap Index**		11.659560		NA		NA		NA		10.00(d	)
(a) Commencement of public offering was January 23, 1996.
(b) Commencement of public offering was September 1, 1998.
(c) Commencement of public offering was May 1, 1999.
(d) Commencement of public offering was September 1, 1999.
* Prior to May 1, 2000, this Sub-Account was called Templeton International Sub-Account.
** Prior to May 1, 2000, this Sub-Account was called BT Small Cap Index Sub-Account.

Sub-Account		Dec. 31, 1999		Dec. 31, 1998		Dec. 31, 1997		Dec. 31, 1996
Oppenheimer Money(a)		2,883,954		2,167,370		1,270,662		526,970
Oppenheimer Bond(a)		3,191,803		1,610,177		577,928		245,238
Panorama LifeSpan Diversified Income(a)		1,541,564		1,386,641		750,520		250,228
Panorama Total Return(a)		8,072,959		7,175,242		3,710,237		1,416,956
Panorama LifeSpan Balanced(a)		2,574,531		2,863,916		1,882,142		990,137
Panorama LifeSpan Capital Appreciation(a)		2,107,830		2,583,238		1,988,330		910,038
Panorama Growth(a)		6,063,225		7,066,702		3,900,882		1,258,381
Oppenheimer International Growth(a)		2,436,619		1,866,209		1,128,689		320,578
Fidelity’s VIP II Contrafund® (b)		5,822,234		539,768		NA		NA
American Century VP Income & Growth(b)		5,721,214		695,584		NA		NA
T. Rowe Prince Mid-Cap Growth(b)		2,674,794		279,360		NA		NA
MML Small Cap Value Equity(b)		716,539		167,833		NA		NA
MML Equity(c)		2,641,172		NA		NA		NA
MML Blend(c)		3,795,596		NA		NA		NA
MML Equity Index(c)		2,224,729		NA		NA		NA
MML Small Cap Growth Equity(c)		339,922		NA		NA		NA
MML Growth Equity(c)		428,365		NA		NA		NA
Oppenheimer High Income(d)		267,508		NA		NA		NA
Oppenheimer Aggressive Growth(d)		724,372		NA		NA		NA
Oppenheimer Capital Appreciation(d)		613,859		NA		NA		NA
Oppenheimer Global Securities(d)		535,548		NA		NA		NA
Oppenheimer Strategic Bond(d)		218,135		NA		NA		NA
Oppenheimer Main Street Growth & Income(d)		1,387,578		NA		NA		NA
American Century VP Value(d)		183,748		NA		NA		NA
Fidelity VIP Growth(d)		721,556		NA		NA		NA
Fidelity VIP III Growth Opportunities(d)		383,872		NA		NA		NA
MFS Growth With Income(d)		260,397		NA		NA		NA
Janus Aspen Worldwide Growth(d)		1,150,065		NA		NA		NA
Janus Aspen Capital Appreciation(d)		1,384,214		NA		NA		NA
Templeton International Securities*(d)		231,770		NA		NA		NA
Deutsche VIT Small Cap Index**(d)		103,715		NA		NA		NA

(a)	Commencement of public offering was January 23, 1996.

(b)	Commencement of public offering was September 1, 1998.

(c)	Commencement of public offering was May 1, 1999.

(d)	Commencement of public offering was September 1, 1999.

*	Prior to May 1, 2000, this Sub-Account was called Templeton International Sub-Account.

**	Prior to May 1, 2000, this Sub-Account was called BT Small Cap Index Sub-Account.

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		13
Experts		19
Financial Statements		final pages

(1)  No person entitled to receive annuity payments under a contract or part or all of the contract’s value will be permitted to commute, anticipate, encumber, alienate or assign such amounts, except upon the written authority of the contract owner given during the annuitant’s lifetime and received in good order by the Company at its annuity service center. To the extent permitted by law, no contract nor any proceeds or interest payable thereunder will be subject to the annuitant’s or any other person’s debts, contracts or engagements, nor to any levy or attachment for payment thereof;

(2)  If an assignment of a contract is in effect on the maturity date, the Company reserves the right to pay to the assignee in one sum the amount of the contract’s maturity value to which he is entitled, and to pay any balance of such value in one sum to the contract owner, regardless of any payment options which the contract owner may have elected. Moreover, if an assignment of a contract is in effect at the death of the annuitant prior to the maturity date, the Company will pay to the assignee in one sum, the death benefit amount which corresponds to the death benefit choice in effect at the time of the annuitant’s death. Any balance of such value will be paid to the beneficiary in one sum or applied under one or more of the payment options elected.

(3)  Contracts used in connection with a tax-qualified retirement plan must be endorsed to provide that they may not be sold, assigned or pledged for any purpose unless they are owned by the trustee of a trust described in Section 401(a) or by the administrator of an annuity plan described under Section 403(a) of the Code; and

(4)  Contracts issued under a plan for an Individual Retirement Annuity pursuant to Section 408 of the Code must be endorsed to provide that they are non-transferable. Such contracts may not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose by the Annuitant to any person or party other than the Company, except to a former spouse of the annuitant in accordance with the terms of a divorce decree or other written instrument incident to a divorce.

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.

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.

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.

		1 Year			Since Inception
American Century VP Income & Growth		9.29	%		27.64	%
American Century VP Value		—			(14.43	)†
BT Small Cap Index 1		—			9.60	†
Fidelity VIP Growth		—			12.31	†
Fidelity VIP II Contrafund		15.44			34.36
Fidelity VIP III Growth Opportunities		—			(4.64	)†
Janus Aspen Capital Appreciation		—			33.16	†
Janus Aspen Worldwide Growth		—			36.81	†
MFS® Growth With Income		—			(1.74	)†
MML Blend		—			(12.71	)*
MML Equity		—			(16.97	)*
MML Equity Index		—			1.22	*
MML Growth Equity		—			21.88	*
MML Small Cap Growth Equity		—			57.14	*
MML Small Cap Value Equity		(8.58	)		2.20
Oppenheimer Aggressive Growth		—			37.68	†
Oppenheimer Bond		(9.11	)		2.29
Oppenheimer Capital Appreciation		—			19.30	†
Oppenheimer Global Securities		—			28.74	†
Oppenheimer High Income		—			(5.59	)†
Oppenheimer International Growth		40.98			19.43
Oppenheimer Main Street® Growth & Income		—			0.70	†
Oppenheimer Money		(3.59	)		2.19
Oppenheimer Strategic Bond		—			(3.65	)†
Panorama Growth		(11.61	)		9.34
Panorama LifeSpan Balanced		7.28			9.64
Panorama LifeSpan Capital Appreciation		11.40			12.02
Panorama LifeSpan Diversified Income		(8.46	)		3.24
Panorama Total Return		(9.47	)		6.60
T. Rowe Price Mid-Cap Growth		14.95			37.91
Templeton International 2		—			3.14	†

†	This return is an aggregate total return for the period 9/1/99 to 12/31/99. It reflects the change in unit value and a deduction for the contingent deferred sales charge.

*	This return is an aggregate total return for the period 5/3/99 to 12/31/99. It reflects the change in unit value and a deduction for the contingent deferred sales charge.

1	Effective May 1, 2000, this sub-account is called Deutsche VIT Small Cap Index Sub-Account.

2	Effective May 1, 2000, this sub-account is called Templeton International Securities Sub-Account.

Portfolio (Inception)		1 Year			3 Years			5 Years			10 Years			Since Inception
American Century VP Income & Growth (10/30/97) 3		16.38	%		—			—			—			22.95	%
American Century VP Value (5/1/96) 1		(2.23	)		7.90	%		—			—			9.55
BT Small Cap Index (8/25/97) **		18.53			—			—			—			7.75
Fidelity VIP Growth—Service Class (10/9/86) 1,8		35.38			31.33			27.88	%		18.24	%		17.09
Fidelity VIP II Contrafund®—Service Class (1/3/95) 3		22.53			24.34			—			—			25.96
Fidelity VIP III Growth Opportunities—Service Class      (1/3/95) 1,3 ,8		2.73			17.36			—			—			19.78
Janus Aspen Capital Appreciation (5/1/97) 1		64.67			—			—			—			55.00
Janus Aspen Worldwide Growth (9/9/93) 1,3 ,5		62.17			35.42			31.74			—			27.89
MFS® Growth With Income (10/9/95) 1		5.21			17.55			—			—			19.42
MML Blend (2/3/84) 2		(2.61	)		9.16			12.20			9.98			9.58
MML Equity (9/15/71) 2 ,6		(5.16	)		11.31			16.17			12.00			11.25
MML Equity Index (5/1/97) 2		18.65			—			—			—			24.94
MML Growth Equity (5/3/99) 2		—			—			—			—			28.88
MML Small Cap Growth Equity (5/3/99) 2		—			—			—			—			64.14
MML Small Cap Value Equity (6/1/98) 3		(2.42	)		—			—			—			(10.26	)
Oppenheimer Aggressive Growth/VA (8/15/86) 1		81.06			30.24			27.90			18.75			17.49
Oppenheimer Bond/VA (4/3/85)		(2.89	)		3.29			5.61			6.21			7.23
Oppenheimer Capital Appreciation/VA (4/3/85) 1		36.69			28.74			28.84			16.81			15.97
Oppenheimer Global Securities/VA (11/12/90) 1,5		56.28			28.52			19.98			—			15.16
Oppenheimer High Income/VA (4/30/86) 1		2.84			4.02			8.71			11.09			10.10
Oppenheimer International Growth/VA (5/13/92) 5		48.28			23.01			17.77			—			13.19
Oppenheimer Main Street® Growth & Income/VA (7/5/95) 1		20.02			17.42			—			—			24.03
Oppenheimer Money/VA (4/3/85) 4,7		3.51			3.73			3.84			3.72			4.35
Oppenheimer Strategic Bond/VA (5/3/93) 1		1.40			3.32			6.75			—			4.70
Panorama Growth (1/21/82)		(5.10	)		8.14			15.04			12.44			14.79
Panorama LifeSpan Balanced (9/1/95) 10		14.49			9.87			—			—			10.90
Panorama LifeSpan Capital Appreciation (9/1/95) 10		18.66			11.41			—			—			13.14
Panorama LifeSpan Diversified Income (9/1/95) 10		(2.22	)		3.91			—			—			5.17
Panorama Total Return (10/31/82)		(2.91	)		7.55			10.60			9.68			11.16
T. Rowe Price Mid-Cap Growth (12/31/96) 3		22.01			19.83			—			—			19.83
Templeton International - Class 2 Shares (5/12/92) 1,5,9,***		21.52			13.60			15.40			—			11.99

*	The returns for all funds assume they had been part of the contract for the periods shown and reflect applicable charges. Inception date of the contract was January 23, 1996.

**	Effective May 1, 2000, this Fund is called Deutsche VIT Small Cap Index Fund.

***	Effective May 1, 2000, this Fund is called Templeton International Securities Fund.

1	These funds were added to the contract 9/1/99.

2	These funds were added to the contract 5/3/99.

3	These funds were added to the contract 9/1/98.

4	An investment in money market funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.

5	There are special risks associated with international investing, such as political changes and currency fluctuation. These risks are heightened in emerging markets.

6	Although the MML Equity Fund commenced operations 9/15/71, the information necessary to calculate returns is available only for 1977 and later years.

7	Although the Oppenheimer Money Fund/VA commenced operations 4/3/85, the information necessary to calculate returns is available only for 1987 and later years.

8

Service Class shares include an asset based distribution fee (12b-1 fee). Initial offering of Service Class shares took place on November 3, 1997, at which time the 12b-1 fee was imposed. Returns prior to that date do not include the effect of the Service Class fee structure, and returns listed would have been lower if the Service Class fee structure were in place and reflected in the performance.

9	Performance for Class 2 shares reflects a “blended” figure, combining: (a) for periods prior to Class 2 inception on 5/1/97, historical results of Class 1 shares and (b) for periods after 5/1/97, Class 2’s results reflecting an additional 12b-1 fee expense which also affects future performance.

10	Prior to 12/31/99, portions of the Fund’s portfolio were managed by sub-advisors and OppenheimerFunds, Inc. Effective 1/1/2000, OppenheimerFunds, Inc. manages all of the Fund’s portfolio.

Before Deduction of Annual Maintenance Charge
7-Day Yield		2.17%
7-Day Effective Yield		2.20%

After Deduction of Annual Maintenance Charge (Annual Maintenance Charge is 0.067%)
7-Yield		2.11%
7-Day Effective Yield		2.13%

 

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
10/31/97		$10,000		$10,000		0%
12/31/97				$10,691		6.91%
12/31/98				$13,341		24.79%
12/31/99				$15,494		16.14%

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/96		10,000		10,000		0
12/31/96				11,005		10.05
12/31/97				13,648		24.02
12/31/98				14,076		3.14
12/31/99				13,736		(2.42	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
8/31/97		10,000		10,000		0
12/31/97				10,302		3.02
12/31/98				9,894		(3.96	)
12/31/99				11,692		18.17

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				8,673		(13.27	)
12/31/91				12,415		43.15
12/31/92				13,353		7.55
12/31/93				15,688		17.49
12/31/94				15,438		(1.6	)
12/31/95				20,578		33.3
12/31/96				23,243		12.95
12/31/97				28,264		21.6
12/31/98				38,817		37.34
12/31/99				52,551		35.38

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
1/31/95		10,000		10,000		0
12/31/95				13,977		39.77
12/31/96				16,670		19.27
12/31/97				20,372		22.2
12/31/98				26,072		27.98
12/31/99				31,911		22.39

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
1/31/95		10,000		10,000		0
12/31/95				13,006		30.06
12/31/96				15,133		16.35
12/31/97				19,355		27.9
12/31/98				23,727		22.59
12/31/99				24,345		2.61

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/1/97		10,000		10,000		0
12/31/97				12,542		(2.58	)
12/31/98				19,517		33.51
12/31/99				32,099		64.47

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
9/30/93		10,000		10,000		0
12/31/93				11,511		15.11
12/31/94				11,496		(0.14	)
12/31/95				14,407		25.33
12/31/96				18,300		27.02
12/31/97				22,015		20.3
12/31/98				27,951		26.97
12/31/99				45,285		62.01

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
10/31/95		10,000		10,000		0
12/31/95				10,748		7.48
12/31/96				13,157		22.42
12/31/97				16,807		27.74
12/31/98				20,240		20.43
12/31/99				21,263		5.06

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				10,066		0.66
12/31/91				12,283		22.03
12/31/92				13,219		7.61
12/31/93				14,271		7.96
12/31/94				14,391		0.83
12/31/95				17,470		21.4
12/31/96				19,605		12.22
12/31/97				23,353		19.12
12/31/98				26,125		11.87
12/31/99				25,412		(2.73	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				9,781		(2.19	)
12/31/91				12,085		23.56
12/31/92				13,138		8.71
12/31/93				14,161		7.79
12/31/94				14,506		2.44
12/31/95				18,737		29.17
12/31/96				22,194		18.45
12/31/97				28,129		26.74
12/31/98				32,206		14.49
12/31/99				30,516		(5.25	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
4/30/97		10,000		10,000		0
12/31/97				12,079		20.79
12/31/98				15,243		26.19
12/31/99				18,053		18.43

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/99		10,000		10,000		0
12/31/99				13,062		30.62

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/99		10,000		10,000		0
12/31/99				16,221		62.21

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
6/30/98		10,000		10,000		0
12/31/98				8,598		(14.02	)
12/31/99				8,361		(2.75	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				8,172		(18.28	)
12/31/91				12,437		52.2
12/31/92				14,125		13.57
12/31/93				17,705		25.34
12/31/94				16,103		(9.04	)
12/31/95				21,015		30.5
12/31/96				24,881		18.4
12/31/97				27,369		10
12/31/98				30,294		10.69
12/31/99				54,851		81.06

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/92		10,000		10,000		0
12/31/92				9,457		(5.43	)
12/31/93				11,337		19.88
12/31/94				11,268		(0.61	)
12/31/95				12,256		8.77
12/31/96				13,647		11.35
12/31/97				14,518		6.38
12/31/98				17,063		17.53
12/31/99				25,257		48.02

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				9,020		(9.8	)
12/31/91				11,137		23.46
12/31/92				12,547		12.66
12/31/93				13,240		5.52
12/31/94				13,152		(0.66	)
12/31/95				17,695		34.54
12/31/96				21,814		23.28
12/31/97				27,221		24.79
12/31/98				33,255		22.17
12/31/99				46,423		39.6

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
11/30/90		10,000		10,000		0
12/31/90				10,048		0.48
12/31/91				10,213		1.64
12/31/92				9,325		(8.7	)
12/31/93				15,627		67.6
12/31/94				14,500		(7.22	)
12/31/95				14,588		0.61
12/31/96				16,914		15.94
12/31/97				20,389		20.54
12/31/98				22,910		12.36
12/31/99				35,769		56.13

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				10,289		2.89
12/31/91				13,556		31.76
12/31/92				15,733		16.06
12/31/93				19,570		24.39
12/31/94				18,656		(4.67	)
12/31/95				22,114		18.54
12/31/96				25,101		13.51
12/31/97				27,745		10.54
12/31/98				27,413		(1.2	)
12/31/99				28,161		2.73

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/92		10,000		10,000		0
12/31/92				9,457		(5.43	)
12/31/93				11,337		19.88
12/31/94				11,268		(0.61	)
12/31/95				12,256		8.77
12/31/96				13,647		11.35
12/31/97				14,518		6.38
12/31/98				17,063		17.53
12/31/99				25,257		48.02

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
7/31/95		10,000		10,000		0
12/31/95				12,032		20.32
12/31/96				15,685		30.36
12/31/97				20,459		30.43
12/31/98				21,095		3.11
12/31/99				25,285		19.86

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
5/31/93		10,000		10,000		0
12/31/93				10,401		4.01
12/31/94				9,840		(5.39	)
12/31/95				11,159		13.4
12/31/96				12,299		10.21
12/31/97				13,152		6.94
12/31/98				13,315		1.24
12/31/99				13,471		1.17

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				9,052		(9.48	)
12/31/91				12,246		35.29
12/31/92				13,525		10.44
12/31/93				16,148		19.4
12/31/94				15,845		(1.88	)
12/31/95				21,467		35.48
12/31/96				25,177		17.29
12/31/97				31,344		24.49
12/31/98				33,482		6.82
12/31/99				31,746		(5.18	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
9/1/95		10,000		10,000		0
12/31/95				10,571		4.09
12/31/96				11,773		2.25
12/31/97				12,996		(1.89	)
12/31/98				13,573		9.02
12/31/99				15,056		1.85

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
9/30/95		10,000		10,000		0
12/31/95				10,450		4.5
12/31/96				12,077		15.57
12/31/97				13,372		10.73
12/31/98				14,008		4.75
12/31/99				16,587		18.41

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
9/30/95		10,000		10,000		0
12/31/95				10,398		3.98
12/31/96				10,912		4.94
12/31/97				12,076		10.67
12/31/98				12,458		3.17
12/31/99				12,151		(2.46	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/89		10,000		10,000		0
12/31/90				9,880		(1.2	)
12/31/91				12,517		26.7
12/31/92				13,550		8.25
12/31/93				15,507		14.44
12/31/94				15,040		(3.01	)
12/31/95				18,442		22.62
12/31/96				19,951		8.18
12/31/97				23,344		17
12/31/98				25,497		9.23
12/31/99				24,726		(3.02	)

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/93		10,000		10,000		0
12/31/94				9,599		(4.01	)
12/31/95				10,929		13.86
12/31/96				13,337		22.03
12/31/97				14,927		11.92
12/31/98				16,025		7.36
12/31/99				19,444		21.33

						Non-Standardized
Date		Payment		Accumulated Value		Calendar Year Total Return
12/31/96		$10,000		$10,000
12/31/97				$11,685		16.85 %
12/31/98				$14,037		20.13 %
12/31/99				$17,096		21.8 %

ASSETS
Investments, at Market (Notes 3A and 3B):
MML Equity Sub-Account		603,691 Shares (Cost $23,206,426)		$  22,068,154
MML Blend Sub-Account		1,428,807 Shares (Cost $35,171,084)		33,586,566
MML Equity Index Sub-Account		1,286,805 Shares (Cost $21,768,637)		23,329,780
MML Small Cap Value Equity Sub-Account		926,638 Shares (Cost $7,650,605)		7,725,160
MML Small Cap Growth Equity Sub-Account		332,976 Shares (Cost $4,080,463)		5,377,611
MML Growth Equity Sub-Account		421,585 Shares (Cost $4,605,275)		5,484,462
Oppenheimer Money Sub-Account		33,420,389 Shares (Cost $33,420,389)		33,420,389
Oppenheimer Bond Sub-Account		3,168,167 Shares (Cost $37,412,612)		36,497,282
Oppenheimer High Income Sub-Account		249,812 Shares (Cost $2,655,233)		2,677,982
Oppenheimer Aggressive Growth Sub-Account		122,011 Shares (Cost $8,567,292)		10,042,707
Oppenheimer Capital Appreciation Sub-Account		144,712.12 Shares (Cost $6,348,948)		7,212,451
Oppenheimer Global Securities Sub-Account		203,798 Shares (Cost $5,809,662)		6,808,924
Oppenheimer Strategic Bond Sub-Account		431,075 Shares (Cost $2,126,571)		2,142,439
Oppenheimer Main Street Growth & Income Sub-Account		588,188 Shares (Cost $13,616,971)		14,487,071
Panorama Total Return Sub-Account		62,463,895 Shares (Cost $114,771,058)		109,311,815
Panorama Growth Sub-Account		30,357,416 Shares (Cost $98,870,160)		90,768,674
*Oppenheimer International Growth Sub-Account		22,036,934 Shares (Cost $32,695,792)		50,684,948
Panorama LifeSpan Diversified Income Sub-Account		16,834,385 Shares (Cost $19,191,814)		18,349,478
Panorama LifeSpan Balanced Sub-Account		26,719,180 Shares (Cost $33,293,524)		38,475,619
Panorama LifeSpan Capital Appreciation Sub-Account		21,587,103 Shares (Cost $28,309,579)		34,539,365
American Century VP Income & Growth Sub-Account		10,323,088 Shares (Cost $73,580,184)		82,584,705
American Century VP Value Sub-Account		265,489 Shares (Cost $1,589,605)		1,579,657
T. Rowe Price Mid-Cap Growth Sub-Account		2,430,661 Shares (Cost $36,830,214)		42,439,340
Fidelity’s VIP Growth Sub-Account		153,601 Shares (Cost $7,680,041)		8,417,314
Fidelity’s VIP II Contrafund Sub-Account		3,075,206 Shares (Cost $77,683,965)		89,642,268
Fidelity’s VIP III Growth Opportunities Sub-Account		158,117 Shares (Cost $3,563,274)		3,655,667
MFS Growth with Income Sub-Account		114,017 Shares (Cost $2,298,344)		2,429,699
Janus Aspen Worldwide Growth Sub-Account		338,288 Shares (Cost $13,765,164)		16,153,239
Janus Aspen Capital Appreciation Sub-Account		572,047 Shares (Cost $16,113,574)		18,974,789
Templeton International Sub-Account		111,012 Shares (Cost $2,258,246)		2,456,691
BT Small Cap Index Sub-Account		98,454 Shares (Cost $1,070,312)		1,143,053
Total investments				822,467,299
Dividends receivable				2,166,137
Receivable from C.M. Life Insurance Company				3,804,546
Total assets				828,437,982
LIABILITIES
Payable to C.M. Life Insurance Company				-
NET ASSETS				$828,437,982

*	Prior to October 1, 1999, the Oppenheimer International Growth Sub-Account was called International Equity Sub-Account

		Units		Unit Value		Net assets
Net assets:
MML Equity Sub-Account		2,641,172		$ 8.852772		$  23,381,694
MML Blend Sub-Account		3,795,596		9.310870		35,340,301
MML Equity Index Sub-Account		2,224,729		10.808781		24,046,609
MML Small Cap Value Equity Sub-Account		716,539		10.894396		7,806,260
MML Small Cap Growth Equity Sub-Account		339,922		16.413833		5,579,423
MML Growth Equity Sub-Account		428,365		12.887857		5,520,707
Oppenheimer Money Sub-Account		2,883,954		11.541916		33,286,355
Oppenheimer Bond Sub-Account		3,191,803		11.386719		36,344,164
Oppenheimer High Income Sub-Account		267,508		10.075890		2,695,381
Oppenheimer Aggressive Growth Sub-Account		724,372		14.467666		10,479,972
Oppenheimer Capital Appreciation Sub-Account		613,859		12.629748		7,752,884
Oppenheimer Global Securities Sub-Account		535,548		13.573832		7,269,439
Oppenheimer Strategic Bond Sub-Account		218,135		10.284802		2,243,475
Oppenheimer Main Street Growth & Income Sub-Account		1,387,578		10.752627		14,920,109
Panorama Total Return Sub-Account		8,072,959		13.473397		108,770,182
Panorama Growth Sub-Account		6,063,225		14.871291		90,167,983
*Oppenheimer International Growth Sub-Account		2,436,619		20.702904		50,445,089
Panorama LifeSpan Diversified Income Sub-Account		1,541,564		11.778612		18,157,484
Panorama LifeSpan Balanced Sub-Account		2,574,531		14.864957		38,270,293
Panorama LifeSpan Capital Appreciation Sub-Account		2,107,830		16.161117		34,064,887
American Century VP Income & Growth Sub-Account		5,721,214		14.458369		82,719,423
American Century VP Value Sub-Account		183,748		9.125430		1,676,780
T. Rowe Price Mid-Cap Growth Sub-Account		2,674,794		15.954555		42,675,148
Fidelity’s VIP Growth Sub-Account		721,556		11.930599		8,608,595
Fidelity’s VIP II Contrafund Sub-Account		5,822,234		15.436404		89,874,372
Fidelity’s VIP III Growth Opportunities Sub-Account		383,872		10.178186		3,907,121
MFS Growth with Income Sub-Account		260,397		10.490256		2,731,631
Janus Aspen Worldwide Growth Sub-Account		1,150,065		14.381221		16,539,339
Janus Aspen Capital Appreciation Sub-Account		1,384,214		14.015849		19,400,934
Templeton International Sub-Account		231,770		11.013836		2,552,677
BT Small Cap Index Sub-Account		103,715		11.659560		1,209,271
						$828,437,982

*	Prior to October 1, 1999, the Oppenheimer International Growth Sub-Account was called International Equity Sub-Account.

		*MML Equity Sub-Account			*MML Blend Sub-Account			*MML Equity Index Sub-Account		MML Small Cap Value Equity Sub-Account			*MML Small Cap Growth Equity Sub-Account		*MML Growth Equity Sub-Account			Oppenheimer Money Sub-Account		Oppenheimer Bond Sub-Account			**Oppenheimer High Income Sub-Account			**Oppenheimer Aggressive Growth Sub-Account			**Oppenheimer Capital Appreciation Sub-Account			**Oppenheimer Global Securities Sub-Account
Investment income
Dividends (Note 3B)		$         691,527			$    1,087,751			$         284,489		$           61,381			$         139,098		$                    -			$    1,260,352		$    1,098,739			$                    -			$                    -			$                    -			$                    -
Expenses
Mortality and expense   risk fees (Note 4)		82,393			127,315			81,962		63,243			15,003		18,294			362,090		373,725			4,422			10,199			9,222			9,017
Net investment   income (loss)   (Note 3C)		609,134			960,436			202,527		(1,862	)		124,095		(18,294	)		898,262		725,014			(4,422	)		(10,199	)		(9,222	)		(9,017	)
Net realized and   unrealized gain   (loss) on   investments
Net realized gain (loss)   on investments    (Notes 3B, 3C and 6)		(194,271	)		(87,956	)		32,254		52,524			25,833		33,151			-		3,632			2,564			16,402			(973	)		5,836
Change in net    unrealized    appreciation/   depreciation   of investments		(1,138,272	)		(1,584,518	)		1,561,144		(25,158	)		1,297,148		879,188			-		(1,437,309	)		22,750			1,475,415			863,504			999,263
Net gain (loss)   on investments		(1,332,543	)		(1,672,474	)		1,593,398		27,366			1,322,981		912,339			-		(1,433,677	)		25,314			1,491,817			862,531			1,005,099
Net increase   (decrease) in net   assets resulting   from operations		$       (723,409	)		$       (712,038	)		$     1,795,925		$           25,504			$     1,447,076		$         894,045			$         898,262		$       (708,663	)		$           20,892			$     1,481,618			$         853,309			$         996,082

*	For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999.

**	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

		*Oppenheimer Strategic Bond Sub-Account		*Oppenheimer Main Street Growth & Income Sub-Account			Panorama Total Return Sub-Account			Panorama Growth Sub-Account			**Oppenheimer International Growth Sub-Account		Panorama LifeSpan Diversified Income Sub-Account
Investment income
Dividends (Note 3B)		$                      -		$                      -			$       7,223,466			$       5,353,389			$           689,493		$       1,094,140
Expenses
Mortality and expense risk fees (Note 4)		3,561		22,466			1,522,985			1,457,824			452,831		255,582
Net investment income (loss) (Note 3C)		(3,561)		(22,466	)		5,700,481			3,895,565			236,662		838,558
Net realized and unrealized gain (loss) on   investments
Net realized gain (loss) on investments   (Notes 3B, 3C and 6)		4,384		(3,464	)		(651,392	)		988,809			710,717		10,357
Change in net unrealized appreciation/depreciation of   investments		15,869		870,101			(8,400,797	)		(10,576,402	)		15,124,297		(1,265,965	)
Net gain (loss) on investments		20,253		866,637			(9,052,189	)		(9,587,593	)		15,835,014		(1,255,608	)
Net increase (decrease) in net assets resulting   from operations		$             16,692		$           844,171			$       (3,351,708	)		$       (5,692,028	)		$     16,071,676		$         (417,050	)

*	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

**	Prior to October 1, 1999, this Sub-Account was called International Equity Sub-Account.

		Fidelity’s VIP II Contrafund Sub-Account			*Fidelity’s VIP III Growth Opportunities Sub-Account			*MFS Growth with Income Sub-Account			*Janus Aspen Worldwide Growth Sub-Account			*Janus Aspen Capital Appreciation Sub-Account			*Templeton International Sub-Account			*BT Small Cap Index Sub-Account
Investment income
Dividends (Note 3B)		$       425,573			$                  -			$                  -			$                  -			$         33,742			$                  -			$         40,626
Expenses
Mortality and expense risk fees (Note 4)		534,414			5,965			4,437			20,526			25,173			4,004			1,665
Net investment income (loss) (Note 3C)		(108,841	)		(5,965	)		(4,437	)		(20,526	)		8,569			(4,004	)		38,961
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C and 6)		223,777			(534	)		21			1,040			(72	)		1,145			2,822
Change in net unrealized appreciation/depreciation of investments		11,038,130			92,394			131,356			2,388,075			2,861,216			198,446			72,742
Net gain (loss) on investments		11,261,907			91,860			131,377			2,389,115			2,861,144			199,591			75,564
Net increase (decrease) in net assets resulting from operations		$11,153,066			$    85,895			$   126,940			$ 2,368,589			$ 2,669,713			$   195,587			$   114,525

*	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

		*MML Equity Sub-Account			*MML Blend Sub-Account			*MML Equity Index Sub-Account			MML Small Cap Value Equity Sub-Account			*MML Small Cap Growth Equity Sub-Account			*MML Growth Equity Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Bond Sub-Account			**Oppenheimer High Income Sub-Account			**Oppenheimer Aggressive Growth Sub-Account			**Oppenheimer Capital Appreciation Sub-Account			**Oppenheimer Global Securities Sub-Account
Increase in   net assets
Operations:
Net investment     income (loss)		$         609,134			$         960,436			$         202,527			$           (1,862	)		$         124,095			$         (18,294	)		$         898,262			$         725,014			$           (4,422	)		$         (10,199	)		$           (9,222	)		$           (9,017	)
Net realized     gain (loss) on      investments		(194,271	)		(87,956	)		32,254			52,524			25,833			33,151			-			3,632			2,564			16,402			(973	)		5,836
Change in     net unrealized     appreciation/     depreciation     of investments		(1,138,272	)		(1,584,518	)		1,561,144			(25,158	)		1,297,148			879,188			-			(1,437,309	)		22,750			1,475,415			863,504			999,263
Net increase   (decrease)   in net assets    resulting   from operations		(723,409	)		(712,038	)		1,795,925			25,504			1,447,076			894,045			898,262			(708,663	)		20,892			1,481,618			853,309			996,082
Capital    transactions:
Net contract     payments		20,929,778			29,313,071			13,493,269			3,229,208			2,775,002			2,994,837			70,321,591			11,366,305			1,825,104			5,573,001			4,517,683			4,363,934
Transfer from     (to) Fixed     Account		2,753,698			3,649,382			2,873,427			1,366,674			494,635			582,531			(1,508,119	)		5,652,207			305,582			249,459			335,764			350,554
Withdrawal     of funds		(245,187	)		(528,289	)		(211,351	)		(259,046	)		(10,874	)		(17,271	)		(3,382,831	)		(2,198,725	)		(12,129	)		(15,139	)		(21,126	)		(13,480	)
Transfer due to     death benefits		-			-			-			-			-			-			-			-			-			-			-			-
Transfer due to     reimbursement     (payment) of     accumulation     unit value     fluctuation		(286,652	)		(176,102	)		26,553			4,914			24,551			21,314			(103,937	)		(12,318	)		(362	)		115,434			69,702			75,358
Withdrawal     due to     administrative     and contingent     deferred sales     charge (Note 6)		(66	)		-			(449	)		(1,001	)		(52	)		-			(2,612	)		(3,682	)		(29	)		(46	)		(33	)		(44	)
Transfers     between     Sub-Accounts		953,532			3,794,277			6,069,235			1,566,264			849,085			1,045,251			(57,102,402	)		3,369,224			556,323			3,075,645			1,997,585			1,497,035
Net increase   (decrease) in   net assets   resulting from   capital   transactions		24,105,103			36,052,339			22,250,684			5,907,013			4,132,347			4,626,662			8,221,690			18,173,011			2,674,489			8,998,354			6,899,575			6,273,357
Total increase		23,381,694			35,340,301			24,046,609			5,932,517			5,579,423			5,520,707			9,119,952			17,464,348			2,695,381			10,479,972			7,752,884			7,269,439
NET ASSETS,    at beginning   of the period/    year		-			-			-			1,873,743			-			-			24,166,403			18,879,816			-			-			-			-
NET ASSETS,   at end of    the year		$ 23,381,694			$ 35,340,301			$ 24,046,609			$  7,806,260			$  5,579,423			$  5,520,707			$ 33,286,355			$ 36,344,164			$  2,695,381			$ 10,479,972			$  7,752,884			$  7,269,439

*	For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999.

**	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

		*Oppenheimer Strategic Bond Sub-Account			*Oppenheimer Main Street Growth  & Income Sub-Account			Panorama Total Return Sub-Account			Panorama Growth Sub-Account			**Oppenheimer International Growth Sub-Account			Panorama LifeSpan Diversified Income Sub-Account			Panorama LifeSpan Balanced Sub-Account			Panorama LifeSpan Capital Appreciation Sub-Account			American Century VP Income & Growth Sub-Account			*American Century VP Value Sub-Account			T. Rowe Price Mid-Cap Growth Sub-Account			*Fidelity’s VIP Growth Sub-Account
Increase in net assets
Operations:
Net investment     income (loss)		$           (3,561	)		$         (22,466	)		$    5,700,481			$    3,895,565			$         236,662			$         838,558			$         605,260			$         279,241			$       (542,454	)		$           (2,643	)		$         172,449			$         (11,056	)
Net realized gain     (loss) on     investments		4,384			(3,464	)		(651,392	)		988,809			710,717			10,357			839,727			1,112,768			88,010			(2,050	)		341,760			(4,962	)
Change in     net unrealized     appreciation/     depreciation     of investments		15,869			870,101			(8,400,797	)		(10,576,402	)		15,124,297			(1,265,965	)		3,454,149			4,178,406			8,337,391			(9,946	)		5,193,231			737,275
Net increase   (decrease) in net   assets resulting   from operations		16,692			844,171			(3,351,708	)		(5,692,028	)		16,071,676			(417,050	)		4,899,136			5,570,415			7,882,947			(14,639	)		5,707,440			721,257
Capital transactions:
Net contract payments		1,386,591			8,995,123			19,589,835			12,687,576			7,537,873			945,491			3,206,147			1,339,190			33,631,788			1,253,265			19,094,435			4,508,122
Transfer from     (to) Fixed Account		321,592			1,045,916			9,312,894			4,347,596			3,016,742			-			2,096,272			2,023,830			11,547,721			162,640			4,967,658			417,084
Withdrawal of funds		(191,671	)		(87,326	)		(5,883,493	)		(8,312,001	)		(1,399,189	)		(1,431,557	)		(2,097,090	)		(2,034,634	)		(1,663,867	)		(4,733	)		(696,472	)		(32,101	)
Transfer due     to death benefits		-			-			-			-			-			-			-			-			-			-			-			-
Transfer due to     reimbursement     (payment) of     accumulation unit     value fluctuation		2,518			26,844			(47,854	)		40,366			8,315			4,255			(27,825	)		(23,483	)		115,840			(2,639	)		131,182			59,850
Withdrawal due     to administrative     and contingent     deferred sales     charge (Note 6)		(14	)		(105	)		(23,837	)		(31,854	)		(8,103	)		(2,691	)		(8,405	)		(9,752	)		(5,295	)		(8	)		(2,145	)		(35	)
Transfers between     Sub-Accounts		707,767			4,693,486			(10,393,575	)		(23,604,716	)		(837,944	)		2,354,693			(6,981,183	)		(7,982,810	)		22,568,764			282,894			9,820,024			2,934,418
Net increase     (decrease) in net     assets resulting   from capital     transactions		2,226,783			14,075,938			12,553,970			(14,873,033	)		8,317,694			1,870,191			(3,812,084	)		(6,687,659	)		66,194,951			1,691,419			33,314,682			7,887,338
Total increase		2,243,475			14,920,109			9,202,262			(20,565,061	)		24,389,370			1,453,141			1,087,052			(1,117,244	)		74,077,898			1,676,780			39,022,122			8,608,595
NET ASSETS,   at beginning of   the period/year		-			-			99,567,920			110,733,044			26,055,719			16,704,343			37,183,241			35,182,131			8,641,525			-			3,653,026			-
NET ASSETS,   at end of the year		$  2,243,475			$ 14,920,109			$108,770,182			$ 90,167,983			$ 50,445,089			$ 18,157,484			$ 38,270,293			$ 34,064,887			$ 82,719,423			$  1,676,780			$ 42,675,148			$  8,608,595

*	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

**	Prior to October 1, 1999, this Sub-Account was called International Equity Sub-Account.

		Fidelity’s VIP II Contrafund Sub-Account		*Fidelity’s VIP III Growth Opportunities Sub-Account			*MFS Growth with Income Sub-Account			*Janus Aspen Worldwide Growth Sub-Account			*Janus Aspen Capital Appreciation Sub-Account			*Templeton International Sub-Account			*BT Small Cap Index Sub-Account
Increase in net assets
Operations:
Net investment income (loss)		$    (108,841)		$         (5,965	)		$         (4,437	)		$       (20,526	)		$           8,569			$         (4,004	)		$         38,961
Net realized gain (loss) on investments		223,777		(534	)		21			1,040			(72	)		1,145			2,822
Change in net unrealized appreciation/depreciation of investments		11,038,130		92,394			131,356			2,388,075			2,861,216			198,446			72,742
Net increase (decrease) in net assets resulting from operations		11,153,066		85,895			126,940			2,368,589			2,869,713			195,587			114,525
Capital transactions:
Net contract payments		39,062,181		2,435,635			1,575,572			8,400,857			10,105,587			1,623,765			609,060
Transfer from (to) Fixed Account		10,578,524		374,471			197,566			729,332			871,493			243,900			80,238
Withdrawal of funds		(1,937,643)		(20,973	)		(13,244	)		(41,070	)		(37,552	)		(6,565	)		(259	)
Transfer due to death benefits		-		-			-			-			-			-			-
Transfer due to reimbursement (payment) of accumulation unit value fluctuation		112,832		3,745			11,395			152,248			195,059			15,791			13,694
Withdrawal due to administrative and contingent deferred sales charge (Note 6)		(5,286)		(51	)		(15	)		(162	)		(268	)		(15	)		(6	)
Transfer between Sub-Accounts		24,110,549		1,028,399			833,417			4,929,545			5,396,902			480,214			392,019
Net increase (decrease) in net assets resulting from capital transactions		71,921,157		3,821,226			2,604,691			14,170,750			16,531,221			2,357,090			1,094,746
Total increase		83,074,223		3,907,121			2,731,631			16,539,339			19,400,934			2,552,677			1,209,271
NET ASSETS, at beginning of the period/year		6,800,149		-			-			-			-			-			-
NET ASSETS, at end of the year		$89,874,372		$ 3,907,121			$ 2,731,631			$16,539,339			$19,400,934			$ 2,552,677			$ 1,209,271

*	For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

		Total Return Sub-Account			Growth Sub-Account			International Equity Sub-Account			LifeSpan Diversified Income Sub-Account			LifeSpan Balanced Sub-Account			LifeSpan Capital Appreciation Sub-Account			Money Sub-Account			Bond Sub-Account			*Income & Growth Sub-Account			*Mid-Cap Growth Sub-Account			* Contrafund Sub-Account			* Small Cap Value Equity Sub-Account
Increase in   net assets
Operations:
Net investment     income (loss)		$    7,301,814			$    8,201,650			$         278,140			$         351,781			$    1,204,535			$    1,188,040			$         668,922			$           77,118			$           18,126			$           35,755			$         (12,607	)		$             3,129
Net realized gain     on investments		36,361			401,355			182,759			59,213			394,129			376,686			-			60,373			2,991			6,745			10,510			3,620
Change in     net unrealized     appreciation/     depreciation     of investments		(144,723	)		(3,290,478	)		2,451,770			107,160			(56,808	)		54,177			-			318,002			667,131			415,896			920,175			99,712
Net increase   in net assets   resulting from   operations		7,193,452			5,312,527			2,912,669			518,154			1,541,856			1,618,903			668,922			455,493			688,248			458,396			918,078			106,461
Capital transactions:
Net contract     payments		21,793,430			22,769,817			4,334,610			3,522,525			6,769,672			5,192,360			98,994,193			5,448,973			2,937,905			713,287			2,053,632			734,308
Withdrawal of funds		(2,648,109	)		(3,241,984	)		(878,429	)		(446,509	)		(1,206,327	)		(1,033,454	)		(840,877	)		(477,703	)		(52,547	)		(37,911	)		(39,745	)		(18,997	)
Transfer due     to death benefits		(865,237	)		(400,899	)		(85,813	)		(51,169	)		(364,577	)		(184,615	)		(12,610	)		(22,097	)		-			-			-			-
Transfer due to     reimbursement     (payment) of     accumulation unit     value fluctuation		16,194			(18,074	)		10,279			(123,844	)		(16,610	)		(122,490	)		(34,544	)		97,077			29,423			21,274			15,760			3,507
Transfers between     Sub-Accounts and     the Fixed Account		25,728,082			29,141,299			6,378,366			4,542,924			7,118,499			3,922,470			(88,257,988	)		6,943,847			5,038,496			2,497,980			3,852,424			1,048,464
Net increase in   net assets   resulting from   capital transactions		44,024,360			48,250,159			9,759,013			7,443,927			12,300,657			7,774,271			9,848,174			11,990,097			7,953,277			3,194,630			5,882,071			1,767,282
Total increase		51,217,812			53,562,686			12,671,682			7,962,081			13,842,513			9,393,174			10,517,096			12,445,590			8,641,525			3,653,026			6,800,149			1,873,743
NET ASSETS,   at beginning   of the year		48,350,108			57,170,358			13,384,037			8,742,262			23,340,728			25,788,957			13,649,307			6,434,226			-			-			-			-
NET ASSETS,   at end of the year		$ 99,567,920			$110,733,044			$ 26,055,719			$ 16,704,343			$ 37,183,241			$ 35,182,131			$ 24,166,403			$ 18,879,816			$  8,641,525			$  3,653,026			$  6,800,149			$  1,873,743

*	For the Period September 1, 1998 (Commencement of Operations) Through December 31, 1998.

1.

HISTORY

C.M. Multi-Account A (the “Separate Account”) was established as a separate investment account of C.M. Life Insurance Company (“C.M. Life”). C.M. Life is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”).

C.M. Life maintains two segments within the Separate Account. The segments are the Panorama Premier Segment and the Panorama Passage Segment. These notes and the financial statements presented herein describe and consist only of the Panorama Premier Segment (the “Pan Premier Segment”). The Pan Premier Segment is used exclusively for C.M. Life’s individual deferred variable annuity contracts with flexible purchase payments (the “Contracts”) known as Panorama Premier.

The Separate Account operates as a registered unit investment trust pursuant to the Investment Company Act of 1940 (“the 1940 Act”).

2.	INVESTMENT OF PANORAMA PREMIER SEGMENT’S ASSETS

Pan Premier Segment maintains thirty-one Sub-Accounts. Each Sub-Account invests in corresponding shares of either the: MML Series Investment Fund (“MML Trust”), Panorama Series Fund, Inc. (“Panorama Fund”), Oppenheimer Variable Account Funds (“Oppenheimer Trust”), American Century Variable Portfolios, Inc. (“American Century”), T. Rowe Price Equity Series, Inc. (“T. Rowe Price”), Fidelity Variable Insurance Products Fund (“VIP”), Fidelity Variable Insurance Products Fund II (“VIP II”), Fidelity Variable Insurance Products Fund III (“VIP III”), MFS® Variable Insurance Trust  SM (“MFS Trust”), Janus Aspen Series (“Janus Aspen”), BT Insurance Funds Trust (“BT Funds”) and Templeton Variable Products Series Fund (“Templeton Fund”).

MML Trust is an open-end, management investment company registered under the 1940 Act. Six of its eight separate series are available to the Pan Premier contract owners: MML Equity Fund, MML Blend Fund, MML Equity Index Fund, MML Small Cap Value Equity Fund, MML Small Cap Growth Equity Fund and MML Growth Equity Fund. MassMutual serves as investment manager of each of the MML Funds pursuant to an investment management agreement. David L. Babson & Company, Inc., a controlled subsidiary of MassMutual, served as the investment sub-adviser to the MML Equity Fund, the Equity Sector of the MML Blend Fund and the MML Small Cap Value Equity Fund (effective January 1, 2000, Babson will continue to serve as the sub-adviser to the MML Equity Fund and the MML Small Cap Value Equity Fund and will become the sub-adviser to the entire MML Blend Fund). MassMutual has also entered into an agreement with Mellon Equity Associates, LLP to serve as the investment sub-adviser to the MML Equity Index Fund. MassMutual has entered into a subadvisory agreement with Massachusetts Financial Services Company to serve as sub-adviser to the MML Growth Equity Fund. MassMutual has entered into subadvisory agreements with J.P. Morgan Investment Management Company Inc. and Waddell & Reed Investment Management Company to serve as the investment sub-advisers to the MML Small Cap Growth Equity Fund.

Oppenheimer Trust is an open-end, diversified management investment company registered under the 1940 Act with eight of its Funds available to Pan Premier contract owners: Oppenheimer Money Fund/VA, Oppenheimer Bond Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer Aggressive Growth Fund/VA, Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Global Securities Fund/VA, Oppenheimer Strategic Bond Fund/VA and Oppenheimer Main Street Growth & Income Fund/VA. OFI serves as investment manager to the Oppenheimer Trust.

Panorama Fund is an open-end, diversified management investment company registered under the 1940 Act with six of its Portfolios available to the Pan Premier contract owners: Panorama Total Return Portfolio, Panorama Growth Portfolio, Oppenheimer International Growth Fund/VA (prior to October 1, 1999, this Fund was called the Panorama International Equity Portfolio), Panorama LifeSpan Diversified Income Portfolio, Panorama LifeSpan Balanced Portfolio and Panorama LifeSpan Capital Appreciation Portfolio. OppenheimerFunds, Inc. (“OFI”), a controlled subsidiary of MassMutual, serves as the investment manager to the Panorama Fund.

American Century, is an open-end, diversified management investment company registered under the 1940 Act with two of its Funds available to Pan Premier contract owners: VP Income & Growth Fund and American Century VP Value Fund. American Century Investment Management, Inc. is the investment manager to both Funds.

T. Rowe Price is an open-end, diversified investment company registered under the 1940 Act with one of its series of shares available to Pan Premier contract owners: the T. Rowe Price Mid-Cap Growth Portfolio. T. Rowe Price Associates, Inc. is the investment manager to the Portfolio.

VIP is an open-end, management investment company registered under the 1940 Act with one of its Portfolios available to Pan Premier contract owners: the VIP Growth Portfolio. Fidelity Management & Research Company (“FMR”) is the investment manager to the Portfolio.

VIP II is an open-end, management investment company registered under the 1940 Act with one of its Portfolios available to Pan Premier contract owners: the VIP II Contrafund® Portfolio. FMR is the investment manager to the VIP II Contrafund® Portfolio. Fidelity Management & Research (U.K.) Inc. (“FMR U.K.”) and Fidelity Management & Research (“FMR Far East”) Inc. assist FMR with foreign investments. They each serve as sub-advisers to the Portfolio.

VIP III is an open-end, management investment company registered under the 1940 Act with one of its Portfolios available to Pan Premier contract owners: the VIP III Growth Opportunities Portfolio. FMR is the investment manager to VIP III Growth Opportunities Portfolio. FMR U.K. and FMR Far East assist with foreign investments. They each serve as sub-advisers to the Portfolio.

The MFS Trust is an open-end, management investment company registered under the 1940 Act with one of its separate series of shares available to Pan Premier contract owners: MFS® Growth with Income Series. Massachusetts Financial Services Company serves as investment adviser to the Series.

Janus Aspen is an open-end, management investment company registered under the 1940 Act with two of its separate series available to Pan Premier contract owners: Janus Aspen Worldwide Growth Portfolio and Janus Aspen Capital Appreciation Portfolio. Janus Capital is the investment adviser to the Portfolios.

BT Funds is an investment company registered under the 1940 Act with one of its separate series available to Pan Premier contract owners: BT Small Cap Index Fund. Bankers Trust Company is the investment adviser to the Fund.

Templeton Fund is an open-end, management investment company registered under the 1940 Act with one of its separate series available to Pan Premier contract owners: Templeton International Fund. Templeton Investment Counsel, Inc. is the investment manager of the Fund.

In addition to the thirty-one Sub-Accounts, contract owners may also allocate funds to either of two Fixed Accounts: the Fixed Account and the Fixed Account for Dollar Cost Averaging (“DCA Fixed Account”), which are part of C.M. Life’s General Account. Because of exemptive and exclusionary provision, interests in the two Fixed Accounts, are not registered under the Securities Act of 1933. Also, the Fixed Accounts are not registered as an investment company under the 1940 Act.

3.	SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed consistently by the Pan Premier Segment in preparation of the financial statements in conformity with generally accepted accounting principles.

A.    Investment Valuation

Investments in the MML Trust, Oppenheimer Trust, Panorama Fund, American Century, T. Rowe Price, VIP, VIP II, VIP III, MFS Trust, Janus Aspen, BT Funds and Templeton Fund are each stated at market value which is the net asset value per share of each of the respective underlying Funds/Portfolios.

B.    Accounting for Investments

Investment transactions are accounted for on the trade date and identified cost is the basis followed in determining the cost of investments sold for financial statement purposes. Dividend income is recorded on the ex-dividend date.

C.    Federal Income Taxes

Operations of the Pan Premier Segment form a part of the total operations of C.M. Life, and the Segment is not taxed separately. C.M. Life is taxed as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. The Pan Premier Segment will not be taxed as a “regulated investment company” under Subchapter M of the Internal Revenue Code. Under existing federal law, no taxes are payable on investment income and realized capital gains attributable to contracts which depend on the Pan Premier Segment’s investment performance. Accordingly, no provision for federal income tax has been made. C.M. Life may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to the Pan Premier Segment.

D.    Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

4.

CHARGES

There are no deductions for sales charges made from purchase payments. However, if a withdrawal is made, a contingent deferred sales charge may be assessed by C.M. Life. Any premium taxes relating to the Contracts may be deducted from the purchase payments or contract value when annuity payments or withdrawals are made. Premium taxes generally range from 0% to 3.5%.

There is also an annual contract maintenance charge of $30 per Contract, imposed each year for the expenses incurred by C.M. Life for the establishment and maintenance of the Contract and related administrative expenses.

For assuming mortality and expense risks, C.M. Life deducts a charge equal, on an annual basis, to 1.25% of the average daily net asset value of the Separate Account’s assets. C.M. Life also deducts an administrative charge equal, on an annual basis, to .15% of the average daily net assets of the Separate Account. These charges cover expenses in connection with the administration of the Separate Account and the contracts.

5.	DISTRIBUTION AGREEMENTS

MML Distributors, LLC (“MML Distributors”), a wholly-owned subsidiary of MassMutual, serves as principal underwriter of the contracts pursuant to an underwriting and servicing agreement among MML Distributors, C.M. Life and C.M. Multi-Account A. MML Distributors is registered with the Securities and Exchange Commission (the “SEC”) as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. (the “NASD”). MML Distributors may enter into selling agreements with other broker-dealers who are registered with the SEC and are members of the NASD in order to sell the contracts.

MML Investors Services, Inc. (“MMLISI”), a wholly-owned subsidiary of MassMutual, serves as co-underwriter of the contracts pursuant to underwriting and servicing agreements among MMLISI, C.M. Life and C.M. Multi-Account A. MMLISI is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the NASD. Registered representatives of MMLISI sell the contracts as authorized variable life insurance agents under applicable state insurance laws.

Pursuant to underwriting and servicing agreements, commissions or other fees due to registered representatives for selling and servicing the contracts are paid by C.M. Life on behalf of MML Distributors or MMLISI. MML Distributors and MMLISI also receive compensation for their actions as underwriters of the contracts.

6.	PURCHASES AND SALES OF INVESTMENTS

For The Year Ended		MML Equity Sub-Account			MML Blend Sub-Account			MML Equity Index Sub-Account			MML Small Cap Value Equity Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Growth Equity Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Bond Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer Aggressive Growth Sub-Account
December 31, 1999
Cost of purchases		$  26,113,394			$ 37,377,750			$ 22,893,159			$    6,440,397			$  4,381,578			$  5,005,938			$40,798,680			$ 22,369,618			$    2,917,394			$  8,764,951
Proceeds from sales		$    (2,712,697	)		$    (2,118,710	)		$    (1,156,776	)		$       (513,361	)		$    (326,947	)		$    (433,815	)		$(31,777,389	)		$    (3,546,303	)		$       (264,725	)		$    (214,061	)
For The Year Ended		Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Strategic Bond Sub-Account			Oppenheimer Main Street Growth & Income Sub-Account			Panorama Total Return Sub-Account			Panorama Growth Sub-Account			Oppenheimer International Growth Sub-Account			Panorama LifeSpan Diversified Income Sub-Account			Panorama LifeSpan Balanced Sub-Account			Panorama LifeSpan Capital Appreciation Sub-Account
December 31, 1999 (Continued)
Cost of purchases		$    6,425,053			$    5,837,741			$    2,486,615			$ 13,749,376			$37,864,416			$15,527,988			$11,523,630			$    7,047,463			$    6,265,035			$  3,997,244
Proceeds from sales		$         (75,132	)		$         (33,915	)		$       (364,427	)		$       (128,942	)		$(19,235,131	)		$(26,113,117	)		$  (2,682,495	)		$    (4,166,403	)		$    (9,357,224	)		$(10,007,300	)
For The Year Ended		American Century VP Income & Growth Sub-Account			American Century VP Value Sub-Account			T. Rowe Price Mid-Cap Growth Sub-Account			Fidelity’s VIP Growth Sub-Account			Fidelity’s VIP II Contrafund Sub-Account			Fidelity’s VIP III Growth Opportunities Sub-Account			MFS Growth with Income Sub-Account			Janus Aspen Worldwide Growth Sub-Account			Janus Aspen Capital Appreciation Sub-Account			Templeton International Sub-Account
December 31, 1999 (Continued)
Cost of purchases		$ 65,936,317			$    1,778,455			$  34,734,300			$    7,786,318			$72,521,141			$  3,811,263			$  2,424,353			$  14,038,597			$ 16,313,996			$  2,424,230
Proceeds from sales		$       (379,939	)		$       (186,800	)		$    (1,384,637	)		$       (101,315	)		$    (916,492	)		$    (247,454	)		$    (126,029	)		$       (274,473	)		$       (200,351	)		$    (167,129	)
For The Year Ended		BT Small Cap Index Sub-Account
December 31, 1999 (Continued)
Cost of purchases		$    1,203,355
Proceeds from sales		$       (135,865	)

7.	NET INCREASE IN ACCUMULATION UNITS

For The Year Ended		MML Equity Sub-Account			MML Blend Sub-Account			MML Equity Index Sub-Account			MML Small Cap Value Equity Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Growth Equity Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Bond Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer Aggressive Growth Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Global Securities Sub-Account
December 31, 1999
Units purchased		2,273,628			3,063,907			1,350,609			297,660			232,006			280,941			6,230,325			992,972			182,445			452,685			405,835			374,932
Units withdrawn		(26,592	)		(51,637	)		(15,105	)		(21,470	)		(841	)		(1,505	)		(254,435	)		(185,982	)		(128	)		(1,301	)		(1,841	)		(1,130	)
Units transferred between divisions		394,136			783,326			889,225			272,516			108,757			148,929			(5,259,306	)		774,636			85,191			272,988			209,865			161,746
Net increase (decrease)		2,641,172			3,795,596			2,224,729			548,706			339,922			428,365			716,584			1,581,626			267,508			724,372			613,859			535,548
Units, at beginning of the year		-			-			-			167,833			-			-			2,167,370			1,610,177			-			-			-			-
Units, at end of the year		2,641,172			3,795,596			2,224,729			716,539			339,922			428,365			2,883,954			3,191,803			267,508			724,372			613,859			535,548
For The Year Ended		Oppenheimer Strategic Bond Sub-Account			Oppenheimer Main Street Growth & Income Sub-Account			Panorama Total Return Sub-Account			Panorama Growth Sub-Account			Oppenheimer International Growth Sub-Account			Panorama LifeSpan Diversified Income Sub-Account			Panorama LifeSpan Balanced Sub-Account			Panorama LifeSpan Capital Appreciation Sub-Account			American Century VP Income & Growth Sub-Account			American Century VP Value Sub-Account			T. Rowe Price Mid- Cap Growth Sub-Account			Fidelity’s VIP  Growth Sub-Account
December 31, 1999 (Continued)
Units purchased		136,066			886,781			1,439,660			819,610			503,697			239,356			245,386			97,741			2,539,034			136,269			1,367,162			415,551
Units withdrawn		(914	)		(2,913	)		(429,451	)		(540,625	)		(94,402	)		(109,840	)		(156,304	)		(148,685	)		(104,446	)		(527	)		(48,413	)		(3,094	)
Units transferred between divisions		82,983			503,710			(112,492	)		(1,282,462	)		161,115			25,407			(378,467	)		(424,464	)		2,591,042			48,006			1,076,685			309,099
Net increase (decrease)		218,135			1,387,578			897,717			(1,003,477	)		570,410			154,923			(289,385	)		(475,408	)		5,025,630			183,748			2,395,434			721,556
Units, at beginning of the year		-			-			7,175,242			7,066,702			1,866,209			1,386,641			2,863,916			2,583,238			695,584			-			279,360			-
Units, at end of the year		218,135			1,387,578			8,072,959			6,063,225			2,436,619			1,541,564			2,574,531			2,107,830			5,721,214			183,748			2,674,794			721,556

7.	NET INCREASE IN ACCUMULATION UNITS (Continued)

For The Year Ended		Fidelity’s VIP II Contrafund Sub-Account			*Fidelity’s VIP III Growth Opportunities Sub-Account			*MFS Growth with Income Sub-Account			*Janus Aspen Worldwide Growth Sub-Account			*Janus Aspen Capital Appreciation Sub-Account			*Templeton International Sub- Account			BT Small Cap Index Sub-Account
December 31, 1999 (Continued)
Units purchased		2,849,193			244,859			158,273			684,567			855,349			160,863			58,264
Units withdrawn		(142,493	)		(2,141	)		(1,358	)		(3,223	)		(2,633	)		(656	)		(26	)
Units transferred between divisions		2,575,766			141,154			103,482			468,721			531,498			71,563			45,477
Net increase (decrease)		5,282,466			383,872			260,397			1,150,065			1,384,214			231,770			103,715
Units, at beginning of the year		539,768			-			-			-			-			-			-
Units, at end of the year		5,822,234			383,872			260,397			1,150,065			1,384,214			231,770			103,715

* For the Period September 1, 1999 (Commencement of Operations) Through December 31, 1999.

For The Year Ended		Total Return Sub-Account			Growth Sub-Account			International Equity Sub-Account			LifeSpan Diversified Income Sub-Account			LifeSpan Balanced Sub-Account			LifeSpan Capital Appreciation Sub-Account			Money Sub-Account			Bond Sub-Account			Income & Growth Sub-Account			Mid-Cap Growth Sub-Account			Contrafund Sub-Account			Small Cap Value Equity Sub-Account
December 31, 1998
Units purchased		2,122,244			1,852,347			380,343			324,232			665,608			423,483			9,117,233			529,224			273,063			77,157			211,536			77,722
Units withdrawn		(270,203	)		(242,055	)		(72,106	)		(41,945	)		(123,390	)		(91,183	)		(77,639	)		(43,392	)		(4,397	)		(3,161	)		(3,313	)		(1,771	)
Units transferred between divisions		1,512,964			1,555,528			429,283			353,834			439,556			262,608			(8,142,886	)		546,417			426,918			205,364			331,545			91,882
Net increase		3,365,005			3,165,820			737,520			636,121			981,774			594,908			896,708			1,032,249			695,584			279,360			539,768			167,833
Units, at beginning of the year		3,810,237			3,900,882			1,128,689			750,520			1,882,142			1,988,330			1,270,662			577,928			-			-			-			-
Units, at end of the year		7,175,242			7,066,702			1,866,209			1,386,641			2,863,916			2,583,238			2,167,370			1,610,177			695,584			279,360			539,768			167,833

8.	CONSOLIDATED C.M. MULTI-ACCOUNT A

As discussed in Note 1, the financial statements only represent activity of C.M. Life’s Panorama Premier Segment. The combined net assets as of December 31, 1999 for Multi-Account A, which includes Panorama Passage and Panorama Premier Segments are as follows:

		MML Equity Sub-Account		MML Managed Bond Sub-Account		MML Blend Sub-Account		MML Equity Index Sub-Account		MML Small Cap Value Equity Sub-Account		MML Small Cap Growth Equity Sub-Account		MML Growth Equity Sub-Account		Oppenheimer Money Sub-Account		Oppenheimer Bond Sub-Account		Oppenheimer High Income Sub-Account		Oppenheimer Aggressive Growth Sub-Account
Total assets		$ 25,179,832		$       558,677		$ 37,103,963		$ 26,177,042		$  8,129,402		$  6,100,359		$  5,850,891		$ 46,153,127		$ 36,497,282		$  4,526,124		$ 13,061,241
Total liabilities		62,547		-		91,307		64,614		20,785		14,509		15,222		205,103		153,124		4,346		9,316
Net assets		$  25,117,285		$         558,677		$  37,012,656		$  26,112,428		$    8,108,617		$    6,085,850		$    5,835,669		$  45,948,024		$  36,344,158		$    4,521,778		$  13,051,925
Net assets:
For variable annuity Contractowners		$  25,117,285		$         558,677		$  37,012,656		$  26,112,428		$    8,108,617		$    6,085,850		$    5,835,669		$  45,948,024		$  36,344,158		$    4,521,778		$  13,051,925
		Oppenheimer Capital Appreciation Sub-Account		Oppenheimer Global Securities Sub-Account		Oppenheimer Strategic Bond Sub-Account		Oppenheimer Main Street Growth & Income Sub-Account		Panorama Total Return Sub-Account		Panorama Growth Sub-Account		Oppenheimer International Growth Sub-Account		Panorama LifeSpan Diversified Income Sub-Account		Panorama LifeSpan Balanced Sub-Account		Panorama LifeSpan Capital Appreciation Sub-Account		American Century VP Income & Growth Sub-Account
Total assets		$    9,949,551		$    8,692,903		$    2,793,501		$  20,185,260		$109,752,560		$  91,478,237		$  50,803,998		$  18,349,478		$  38,475,619		$  34,539,365		$  85,184,399
Total liabilities		10,160		9,782		3,456		26,134		541,634		600,696		239,861		191,994		205,322		474,478		208,432
Net assets		$    9,939,391		$    8,683,121		$    2,790,045		$  20,159,126		$109,210,926		$  90,877,541		$  50,564,137		$  18,157,484		$  38,270,297		$  34,064,887		$  84,975,967
Net assets:
For variable annuity Contractowners		$    9,939,391		$    8,683,121		$    2,790,045		$  20,159,126		$109,210,926		$  90,877,541		$  50,564,137		$  18,157,484		$  38,270,297		$  34,064,887		$  84,975,967
		American Century VP Value Sub-Account		T. Rowe Price Mid-Cap Growth Sub-Account		Fidelity’s VIP Growth Sub-Account		Fidelity’s VIP II Contrafund Sub-Account		Fidelity’s VIP III Growth Opportunitites Sub-Account		MFS Growth with Income Sub-Account		Janus Aspen Worldwide Growth Sub-Account		Janus Aspen Capital Appreciation Sub-Account		Templeton International Sub-Account		BT Small Cap Index Sub-Account
Total assets		$    2,150,823		$  43,984,860		$  10,575,821		$  92,590,294		$    4,706,895		$    3,053,632		$  20,214,998		$  22,824,031		$    2,976,973		$    1,578,124
Total liabilities		3,133		91,067		12,896		234,720		6,969		5,301		20,594		23,410		4,265		1,773
Net assets		$    2,147,690		$  43,893,793		$  10,562,925		$  92,355,574		$    4,699,926		$    3,048,331		$  20,194,404		$  22,800,621		$    2,972,708		$    1,576,351
Net assets:
For variable annuity Contractowners		$    2,147,690		$ 43,893,793		$  10,562,925		$  92,355,574		$    4,699,926		$    3,048,331		$  20,194,404		$  22,800,621		$    2,972,708		$    1,576,351

 

STATUTORY STATEMENTS OF FINANCIAL POSITION

 

 

		December 31,
		1999		1998
		(In Millions)
Assets:
Bonds	$	735.0	$	683.0
Mortgage loans		225.4		126.3
Other investments		25.6		76.3
Policy loans		120.7		150.4
Cash and short-term investments		182.0		105.7
Total invested assets		1,288.7		1,141.7
Investment and insurance amounts receivable		33.8		33.9
Federal income tax receivable		7.2		2.1
Transfer due from separate accounts		59.2		34.3
		1,388.9		1,212.0
Separate account assets		1,764.2		1,318.9
Total assets	$	3,153.1	$	2,530.9

See Notes to Statutory Financial Statements.

 

FF-2

C.M. Life Insurance Company

 

STATUTORY STATEMENTS OF FINANCIAL POSITION, Continued

 

 

		December 31,
		1999		1998
		($ In Millions Except for Par Value)
Liabilities:
Policyholders’ reserves and funds		$1,175.9		$  996.3
Policyholders’ claims and other benefits		4.6		3.8
Payable to parent		50.9		28.8
Asset valuation and other investment reserves		22.7		23.9
Other liabilities		39.5		18.2
		1,293.6		1,071.0
Separate account liabilities		1,764.2		1,318.9
Total liabilities		3,057.8		2,389.9
Shareholder’s equity:

Common stock, $200 par value
50,000 shares authorized
12,500 shares issued and outstanding		2.5		2.5
Paid-in and contributed surplus		68.8		68.8
Surplus		24.0		69.7
Total shareholder’s equity		95.3		141.0
Total liabilities & shareholder’s equity		$3,153.1		$2,530.9

See Notes to Statutory Financial Statements.

 

FF-3

C.M. Life Insurance Company

 

STATUTORY STATEMENTS OF INCOME

 

 

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Revenue:
Premium income		$    938.8			$    406.4			$    331.3
Net investment income		85.0			82.4			75.3
Fees and other income		8.4			5.5			7.5
Total revenue		1,032.2			494.3			414.1
Benefits and expenses:
Policyholders’ benefits and payments		332.2			185.2			100.4
Addition to policyholders’ reserves and funds		518.7			168.8			200.7
Operating expenses		122.0			72.1			49.5
Commissions		82.6			49.6			33.5
State taxes, licenses and fees		9.9			8.1			3.5
Total benefits and expenses		1,065.4			483.8			387.6
Net gain (loss) from operations before federal income taxes		(33.2	)		10.5			26.5
Federal income taxes		2.1			6.8			19.0
Net gain (loss) from operations		(35.3	)		3.7			7.5
Net realized capital gain (loss)		(8.7	)		(1.1	)		0.1
Net income (loss)		$    (44.0	)		$         2.6			$         7.6

See Notes to Statutory Financial Statements.

 

FF-4

C.M. Life Insurance Company

 

STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

 

 

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Shareholder’s equity, beginning of year		$141.0			$113.2			$109.8
Increases (decreases) due to:
Net income (loss)		(44.0	)		2.6			7.6
Change in asset valuation and investment reserves		1.2			2.7			(4.8	)
Change in net unrealized capital gains (losses)		4.0			(5.8	)		0.8
Capital contribution		–			25.0			–
Other		(6.9	)		3.3			(0.2	)
		(45.7	)		27.8			3.4
Shareholder’s equity, end of year		$  95.3			$141.0			$113.2

 

 

 

 

 

 

 

 

 

See Notes to Statutory Financial Statements.

 

FF-5

C.M. Life Insurance Company

 

STATUTORY STATEMENTS OF CASH FLOWS

 

 

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Operating activities:
Net income (loss)		$  (44.0	)		$      2.6			$      7.6
Addition to policyholders’ reserves, funds and policy benefits net of      transfers to separate accounts		180.4			44.6			44.2
Net realized capital (gain) loss		8.7			1.1			(0.1	)
Other changes		14.3			7.8			0.5
Net cash provided by operating activities		159.4			56.1			52.2
Investing activities:
Loans and purchases of investments		(486.1	)		(568.6	)		(438.6	)
Sales and maturities of investments and receipts from repayment of      loans		403.0			504.8			411.1
Net cash used in investing activities		(83.1	)		(63.8	)		(27.5	)
Financing Activities:
Capital and surplus contribution		–			25.0			–
Net cash provided by financing activities		–			25.0			–
Increase in cash and short-term investments		76.3			17.3			24.7
Cash and short-term investments, beginning of year		105.7			88.4			63.7
Cash and short-term investments, end of year		$  182.0			$  105.7			$    88.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Statutory Financial Statements.

 

FF-6

 

Notes To Statutory Financial Statements

 

C.M. Life Insurance Company (“the Company”) is a wholly-owned stock life insurance subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”). The Company is primarily engaged in the sale of flexible premium universal and variable life insurance and variable annuity products distributed through career agents. The Company is licensed to sell life insurance and annuities in Puerto Rico, the District of Columbia and 49 states (excluding New York).

 

 

1.	SUMMARY OF ACCOUNTING PRACTICES
	The accompanying statutory financial statements have been prepared in conformity with the statutory accounting practices, except as to form, of the National Association of Insurance Commissioners (“NAIC”) and the accounting practices prescribed or permitted by the State of Connecticut Insurance Department and are different in some respects from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). The more significant differences are as follows: (a) acquisition costs, such as commissions and other costs directly related to acquiring new business, are charged to current operations as incurred, whereas GAAP would require these expenses to be capitalized and recognized over the life of the policies; (b) statutory policy reserves are based upon the commissioners reserve valuation methods and statutory mortality, morbidity and interest assumptions, whereas GAAP reserves would generally be based upon net level premium and estimated gross margin methods and appropriately conservative estimates of future mortality, morbidity and interest assumptions; (c) bonds are generally carried at amortized cost whereas GAAP generally requires they be reported at fair value; (d) deferred income taxes are not provided for book-tax timing differences as would be required by GAAP; and (e) payments received for universal and variable life products and variable annuities are reported as premium income and changes in reserves, whereas under GAAP, these payments would be recorded as deposits to policyholders’ account balances.

 

In March 1998, the NAIC adopted the Codification of Statutory Accounting Principles (“Codification”). Codification provides a comprehensive guide of statutory accounting principles for use by insurers in all states and is expected to become effective January 1, 2001. The effect of adopting Codification shall be reported as an adjustment to surplus on the effective date. The Company is currently reviewing the impact of Codification; however, due to the nature of certain required accounting changes and their sensitivity to factors such as interest rates, the actual impact upon adoption cannot be determined at this time.

 

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the financial statements. Management must also make estimates and assumptions that affect the amounts of revenues and expenses during the reporting period. Future events, including changes in the levels of mortality, morbidity, interest rates, persistency and asset valuations, could cause actual results to differ from the estimates used in the financial statements.

 

The following is a description of the Company’s principal accounting policies and practices.

 

 

a.	Investments
	Bonds are valued in accordance with rules established by the NAIC. Generally, bonds are valued at amortized cost, using the interest method.

 

Mortgage loans are valued at unpaid principal net of unamortized premium or discount. The Company discontinues the accrual of interest on mortgage loans which are delinquent more than 90 days or when collection is uncertain.

 

Other investments include holdings in affiliated mutual funds and preferred stocks and are valued in accordance with rules established by the NAIC. Generally, investments in mutual funds are valued at fair value and preferred stocks in good standing at cost.

 

Policy loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy.

 

Short-term investments are stated at amortized cost.

Notes to Statutory Financial Statements, Continued

 

 

In compliance with regulatory requirements, the Company maintains an Asset Valuation Reserve (“AVR”) and an Interest Maintenance Reserve (“IMR”). The AVR and other investment reserves stabilize surplus against fluctuations in the value of stocks, as well as declines in the value of bonds and mortgage loans. The IMR defers after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed income investments and interest related hedging activities. These interest rate related gains and losses are amortized into net investment income using the grouped method over the remaining life of the investment sold or over the remaining life of the underlying asset. Net realized after-tax capital losses of $1.4 million in 1999, and realized after-tax capital gains of $2.6 million in 1998 and $2.0 million in 1997 were deferred into the IMR. Amortization of the IMR into net investment income amounted to $0.5 million in 1999, $0.3 million in 1998 and $0.1 million in 1997. At December 31, 1999, the unamortized IMR deferred was in a net loss position, which in accordance with the regulations, was recorded as a reduction of surplus.

 

Realized capital gains and losses, less taxes, not includable in the IMR, are recognized in net income. Realized capital gains and losses are determined using the specific identification method. Unrealized capital gains and losses are included in surplus.

b.	Separate Accounts
	Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of variable life and annuity contractholders. Assets consist principally of marketable securities reported at fair value. Transfers due from separate accounts represent the policyholders’ account values in excess of statutory benefit reserves. Premiums, benefits and expenses of the separate accounts are reported in the Statutory Statement of Income. The Company receives administrative and investment advisory fees from these accounts.

 

Net transfers to separate accounts of $341.4 million, $121.0 million and $146.5 million in 1999, 1998 and 1997, respectively, are included in addition to policyholders’ reserves and funds, in the Statutory Statements of Income.

 

c.	Non-admitted Assets
	Assets designated as “non-admitted” include prepaid agent commissions, other prepaid expenses and the IMR, when in a net loss deferral position, and are excluded from the Statutory Statements of Financial Position. These amounted to $9.9 million and $5.5 million as of December 31, 1999 and 1998, respectively and changes therein are charged directly to surplus.

 

d.	Policyholders’ Reserves and Funds
	Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium, the Commissioners’ Reserve Valuation Method and the California Method bases using the 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 2.50 to 4.50 percent.

 

Reserves for individual annuities are based on accepted actuarial methods, principally at interest rates ranging from 6.25 to 9.00 percent.

 

e.	Premium and Related Expense Recognition
	Life insurance premium revenue is recognized annually on the anniversary date of the policy. Annuity premium is recognized when received. Commissions and other costs related to the issuance of new policies, and policy maintenance and settlement costs are charged to current operations when incurred.

 

f.	Cash and Short-term Investments
	The Company considers all highly liquid investments purchased with a maturity of twelve months or less to be short-term investments.

Notes to Statutory Financial Statements, Continued

 

 

    

2.	FEDERAL INCOME TAXES
	Provision for federal income taxes is based upon the Company’s estimate of its tax liability. No deferred tax effect is recognized for temporary differences that may exist between financial reporting and taxable income. Accordingly, the reporting of miscellaneous temporary differences, such as reserves and policy acquisition costs, resulted in effective tax rates which differ from the statutory tax rate.

 

The Company plans to file a separate company 1999 federal income tax return.

 

The Internal Revenue Service has completed its examination of the Company’s income tax returns through the year 1995. The Internal Revenue Service is currently examining the Company’s income tax returns for the years 1996 and 1997. The Company believes adjustments which may result from such examinations will not materially affect its financial position.

 

Federal tax payments were $6.8 million in 1999, $16.9 million in 1998 and $6.8 million in 1997.

  

3.	SHAREHOLDER’S EQUITY
	The Board of Directors of MassMutual has authorized the contribution of funds to the Company sufficient to meet the capital requirements of all states in which the Company is licensed to do business. Substantially all of the statutory shareholder’s equity is subject to dividend restrictions relating to various state regulations, which limit the payment of dividends to the shareholder without prior approval. Under these regulations, $14.1 million of shareholder’s equity is available for distribution to the shareholder in 2000 without prior regulatory approval.

 

During 1998, MassMutual contributed additional paid-in capital of $25.0 million to the Company.

 

4.    INVESTMENTS

 

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality or individual investment. In the normal course of business, the Company enters into commitments to purchase privately placed bonds and mortgage loans.

 

a.	Bonds
	The carrying value and estimated fair value of bonds are as follows:

 

			December 31, 1999
			Carrying Value			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
			(In Millions)
	U.S. Treasury securities and obligations of U.S.     government corporations and agencies		$   85.8			$    0.3			$    2.6			$  83.5
	Debt securities issued by foreign governments		2.5			0.1			–			2.6
	Mortgage-backed securities		52.3			0.4			1.6			51.1
	State and local governments		10.3			0.1			0.4			10.0
	Corporate debt securities		561.7			3.3			17.7			547.3
	Utilities		16.5			0.1			0.6			16.0
	Affiliates		5.9			0.3			–			6.2
	TOTAL		$ 735.0			$    4.6			$  22.9			$ 716.7

 

FF-9

Notes to Statutory Financial Statements, Continued

 

 

		December 31, 1998
		Carrying Value			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
		(In Millions)
U.S. Treasury securities and obligations of U.S.      government corporations and agencies		$  69.3			$    1.4			$    0.1			$  70.6
Debt securities issued by foreign governments		3.2			–			0.1			3.1
Mortgage-backed securities		57.9			1.6			0.2			59.3
State and local governments		12.1			0.4			0.2			12.3
Corporate debt securities		522.6			17.8			3.0			537.4
Utilities		17.9			0.9			–			18.8
TOTAL		$683.0			$ 22.1			$  3.6			$701.5

 

The carrying value and estimated fair value of bonds at December 31, 1999, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

 

		Carrying Value			Estimated Fair Value
		(In Millions)
Due in one year or less		$  55.0			$  55.1
Due after one year through five years		193.9			192.9
Due after five years through ten years		310.6			299.2
Due after ten years		79.3			76.2
		638.8			623.4
Mortgage-backed securities, including securities guaranteed     by the U.S. government		96.2			93.3
TOTAL		$735.0			$716.7

 

Proceeds from sales of investments in bonds were $325.8 million during 1999, $480.4 million during 1998, and $388.8 million during 1997. Gross capital gains of $2.1 million in 1999, $5.0 million in 1998, and $3.8 million in 1997 and gross capital losses of $4.9 million in 1999, $0.9 million in 1998, and $0.5 million in 1997 were realized on those sales, portions of which were deferred into the IMR.

 

b.

Mortgages

 

The Company had restructured loans with book values of $10.3 million and $10.4 million at December 31, 1999 and 1998, respectively. These loans typically have been modified to defer a portion of the contractual interest payments to future periods. Interest deferred to future periods was immaterial in 1999, 1998 and 1997.

 

Approximately 60% and 50% of the Company’s commercial mortgage loans at December 31, 1999 and 1998, respectively, were loans whose underlying collateral is comprised of office buildings. There were no significant regional concentrations of commercial mortgage loans at December 31, 1999 and 1998.

 

At December 31, 1999, scheduled commercial mortgage loan maturities were as follows: 2000 – $3.3 million; 2001 – $10.2 million; 2002 – $28.6 million; 2003 – $21.5 million; 2004 – $24.4 million; and $74.0 million thereafter.

 

c.

Other

 

Investments in affiliated mutual funds had a cost of $17.4 million in 1999 and $62.4 million in 1998.

Notes to Statutory Financial Statements, Continued

 

 

5.	PORTFOLIO RISK MANAGEMENT
	The Company uses common derivative financial instruments to manage its investment risks, primarily to reduce interest rate and duration imbalances determined in asset/liability analyses. These financial instruments described below are not recorded in the financial statements, unless otherwise noted. The Company does not hold or issue these financial instruments for trading purposes.

 

The notional amounts described do not represent amounts exchanged by the parties and, thus, are not a measure of the exposure of the Company. The amounts exchanged are calculated on the basis of the notional amounts and the other terms of the instruments, which relate to interest rates, exchange rates, security prices or financial or other indexes.

 

The Company utilizes interest rate swap agreements, options, and purchased caps and floors to reduce interest rate exposures arising from mismatches between assets and liabilities and to modify portfolio profiles to manage other risks identified. Under interest rate swaps, the Company agrees to an exchange, at specified intervals, between streams of variable rate and fixed rate interest payments calculated by reference to an agreed-upon notional principal amount. Gains and losses realized on the termination of contracts are deferred and amortized through the IMR over the remaining life of the associated contract. IMR amortization is included in net investment income on the Statutory Statements of Income. Net amounts receivable and payable are accrued as adjustments to net investment income and included in investment and insurance amounts receivable on the Statutory Statements of Financial Position. At December 31, 1999 and 1998, the Company had swaps with notional amounts of $226.5 million and $197.5 million, respectively.

 

Options grant the purchaser the right to buy or sell a security or enter into a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to ten years. The amounts paid for options purchased are amortized into net investment income over the life of the contract on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Gains and losses on these contracts are recorded at the expiration or termination date and are deferred and amortized through the IMR over the remaining life of the option contract. At December 31, 1999 and 1998, the Company had option contracts with notional amounts of $944.5 million and $961.2 million, respectively. The Company’s credit risk exposure was limited to the unamortized costs of $7.0 million and $7.5 million at December 31, 1999 and 1998, respectively.

 

Interest rate cap agreements grant the purchaser the right to receive the excess of a referenced interest rate over a stated rate calculated by reference to an agreed upon notional amount. Interest rate floor agreements grant the purchaser the right to receive the excess of a stated rate over a referenced interest rate calculated by reference to an agreed upon notional amount. Amounts paid for interest rate caps and floors are amortized into net investment income over the life of the asset on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Amounts receivable and payable are accrued as adjustments to net investment income and included in the Statutory Statements of Financial Position as investment and insurance amounts receivable. Gains and losses on these contracts, including any unamortized cost, are recognized upon termination and are deferred and amortized through the IMR over the remaining life of the associated cap or floor agreement. At December 31, 1999 and 1998, the Company had agreements with notional amounts of $355.0 million. The Company’s credit risk exposure on these agreements is limited to the unamortized costs of $0.2 million and $0.5 million at December 31, 1999 and 1998, respectively.

 

The Company utilizes asset swap agreements to reduce exposures, such as currency risk and prepayment risk, built into certain assets acquired. Cross-currency interest rate swaps allow investment in foreign currencies, increasing access to additional investment opportunities, while limiting foreign exchange risk. The net cash flows from asset and currency swaps are recognized as adjustments to the underlying assets’ net investment income. Gains and losses realized on the termination of these contracts adjusts the bases of the underlying assets. Notional amounts relating to asset and currency swaps totaled $3.6 million at December 31, 1999. As of December 31, 1998, the Company did not have any open asset swap agreements.

 

The Company enters into forward U.S. Treasury, Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) commitments for the purpose of managing interest rate exposure. The Company generally does not take delivery on forward commitments. These commitments are instead settled with offsetting transactions. Gains and losses on forward commitments are recorded when the commitment is closed and deferred and amortized through the IMR over the remaining life of the asset. At December 31, 1999 and 1998, the Company had U. S. Treasury, GNMA and FNMA purchase commitments which will settle during the following year with contractual amounts of $15.4 million and $1.0 million, respectively.

Notes to Statutory Financial Statements, Continued

 

 

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. This exposure is limited to contracts with a positive fair value. The amounts at risk in a net gain position were $3.8 million and $14.2 million at December 31, 1999 and 1998, respectively. The Company monitors exposure to ensure counterparties are credit worthy and concentration of exposure is minimized. Additionally, collateral positions are obtained with counterparties when considered prudent.

 

    

6.	FAIR VALUE OF FINANCIAL INSTRUMENTS
	Fair values are based on quoted market prices, when available. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These valuation techniques require management to develop a significant number of assumptions, including discount rates and estimates of future cash flow. Derived fair value estimates cannot be substantiated by comparison to independent markets or to disclosures by other companies with similar financial instruments. These fair value disclosures do not purport to be the amount that could be realized in immediate settlement of the financial instrument. The following table summarizes the carrying value and fair values of the Company’s financial instruments at December 31, 1999 and 1998.

 

		1999					1998
	Carrying Value			Fair Value			Carrying Value		Fair Value
	(In Millions)
Financial assets
Bonds	$735.0			$716.7			$683.0		$701.5
Mortgage loans	225.4			219.7			126.3		126.7
Other investments	25.6			25.6			76.3		76.3
Policy loans	120.7			120.7			150.4		150.4
Cash & short-term investments	182.0			182.0			105.7		105.7
Financial liabilities
Investment type insurance contracts	267.8			267.8			129.8		132.8
Off-balance sheet financial instruments
Interest rate swap agreements	–			(3.1	)		–		2.7
Financial options	7.0			3.7			7.5		9.8
Interest rate caps & floors	0.2			–			0.5		1.6
Forward commitments	–			15.3			–		1.0

 

The following methods and assumptions were used in estimating fair value disclosures for financial instruments:

 

Bonds and other investments: The estimated fair value of bonds and other investments is based on quoted market prices when available. If quoted market prices are not available, fair values are determined by the Company using a pricing matrix.

 

Mortgage loans: The estimated fair value of mortgage loans is determined from a pricing matrix for performing loans and the estimated underlying real estate value for non-performing loans.

 

Policy loans, cash and short-term investments: Fair values for these instruments approximate the carrying amounts reported in the Statutory Statements of Financial Position.

 

Investment-type insurance contracts: The estimated fair value for liabilities under investment-type insurance contracts are determined by discounted cash flow projections.

Notes to Statutory Financial Statements, Continued

 

 

Off-balance sheet financial instruments: The fair values for off-balance sheet financial instruments are based upon market prices or prices obtained from brokers.

   

7.	RELATED PARTY TRANSACTIONS
	MassMutual and the Company have an agreement whereby MassMutual, for a fee, furnishes the Company, as required, operating facilities, human resources, computer software development and managerial services. Also, investment and administrative services are provided to the Company pursuant to a management services agreement with MassMutual. Fees incurred under the terms of these agreements were $124.5 million, $74.1 million and $39.7 million in 1999, 1998 and 1997, respectively. While management believes that these fees are calculated on a reasonable basis, they may not necessarily be indicative of the costs that would have been incurred on a stand-alone basis.

 

The Company cedes a portion of its life insurance business to MassMutual and other insurers in the normal course of business. The Company’s retention limit per individual insured is $15.0 million; the portion of the risk exceeding the retention limit is reinsured with other insurers, including MassMutual. The Company is contingently liable with respect to ceded reinsurance in the event any reinsurer is unable to fulfill its contractual obligations.

 

The Company has a modified coinsurance quota-share reinsurance agreement with MassMutual whereby the Company cedes 75% of the premiums on certain universal life policies. In return, MassMutual pays the Company a stipulated expense allowance, death and surrender benefits, and a modified coinsurance adjustment based upon experience. The Company retains the assets and related reserves for payment of future benefits on the ceded policies. Premium income of $29.8 million, $33.7 million and $35.1 million was ceded to MassMutual in 1999, 1998 and 1997, respectively. Policyholder benefits of $38.7 million, $38.4 million and $36.9 million were ceded to MassMutual in 1999, 1998 and 1997, respectively.

 

The Company also has a stop-loss agreement with MassMutual under which the Company cedes claims which, in aggregate, exceed .22% of the covered volume for any year, with maximum coverage of $25.0 million above the aggregate limit. The aggregate limit was $45.4 million in 1999, $36.9 million in 1998, and $35.6 million in 1997 and it was not exceeded in any of the years. Premium income of $1.3 million, $1.0 million and $1.0 million was ceded to MassMutual in 1999, 1998 and 1997, respectively.

  

8.	BUSINESS RISKS AND CONTINGENCIES
	The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies amounts to be used to pay benefits to policyholders and claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially affect its financial position, results of operations or liquidity.

 

The Company is involved in litigation arising in and out of the normal course of business, including suits which seek both compensatory and punitive damages. While the Company is not aware of any actions or allegations which should reasonably give rise to any material adverse effect, the outcome of litigation cannot be foreseen with certainty. It is the opinion of management, after consultation with legal counsel, that the ultimate resolution of these matters will not materially affect its financial position, results of operations or liquidity.

Notes to Statutory Financial Statements, Continued

 

 

9.	AFFILIATED COMPANIES
	The relationship of the Company, MassMutual and affiliated companies as of December 31, 1999, is illustrated below. Subsidiaries are wholly-owned by MassMutual, except as noted.

 

Parent

Massachusetts Mutual Life Insurance Company

 

Subsidiaries of Massachusetts Mutual Life Insurance Company

CM Assurance Company

CM Benefit Insurance Company

C.M. Life Insurance Company

MassMutual Holding Company

MML Bay State Life Insurance Company

MML Distributors, LLC

MassMutual Mortgage Finance, LLC

 

Subsidiaries of MassMutual Holding Company

GR Phelps & Co., Inc.

MassMutual Holding Trust I

MassMutual Holding Trust II

MassMutual Holding MSC, Inc.

MassMutual International, Inc.

MML Investor Services, Inc.

 

Subsidiaries of MassMutual Holding Trust I

Antares Capital Corporation – 80.0%

Charter Oak Capital Management, Inc. – 80.0%

Cornerstone Real Estate Advisors, Inc.

DLB Acquisition Corporation – 91.3%

Oppenheimer Acquisition Corporation – 91.91%

 

Subsidiaries of MassMutual Holding Trust II

CM Advantage, Inc.

CM International, Inc.

CM Property Management, Inc.

HYP Management, Inc.

MMHC Investments, Inc.

MML Realty Management

Urban Properties, Inc.

MassMutual Benefits Management, Inc.

 

Subsidiaries of MassMutual International, Inc.

MassMutual Internacional (Argentina) S.A. – 85%

MassLife Seguros de Vida S. A. – 99.9%

MassMutual International (Bermuda) Ltd.

MassMutual International (Chile) S. A. – 85%

MassMutual International (Luxembourg) S. A. – 85%

 

MassMutual Holding MSC, Inc.

MassMutual Corporate Value Limited – 40.93%

9048 – 5434 Quebec, Inc.

1279342 Ontario Limited

 

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MassMutual Institutional Funds

 

 

PART C

 

OTHER INFORMATION

 

Item 24.    Financial Statements and Exhibits

 

         (a)  Financial Statements

 

Financial Statements Included in Part A

 

Condensed Financial Information

 

Financial Statements Included in Part B

 

The Registrant

 

Report of Independent Auditors’

Statement of Assets and Liabilities as of December 31, 1999

Statement of Operations for the year ended December 31, 1999

Statement of Changes in Net Assets for the years ended December 31, 1999, December 31, 1998

Notes to Financial Statements

 

The Depositor

 

Report of Independent Auditors’

Statutory Statements of Financial Position as of December 31, 1999 and 1998

Statutory Statements of Income for the years ended December 31, 1999, 1998 and 1997

Statutory Statements of Changes in Shareholder’s equity for the years ended December 31, 1999, 1998 and 1997

Statutory Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997

Notes to Statutory Financial Statements

 

         (b)  Exhibits

 

Exhibit 1		Resolution of Board of Directors of the Company authorizing the establishment of the Separate Account.(9)
Exhibit 2		Not Applicable.
Exhibit 3		(i) Principal Underwriting Agreement.(1)
		(ii) Broker/Dealer Agreement.(1)
		(iii) Form of Producer’s Agreement.(1)
		(iv) Underwriting and Servicing Agreement.(1)
Exhibit 4		Individual Variable Deferred Annuity Contract.(1)
Exhibit 5		Application Form.(1)
Exhibit 6		(i) Copy of Articles of Incorporation of the Company.(2)
		(ii) Copy of the Bylaws of the Company.(2)
Exhibit 7		Not Applicable.
Exhibit 8		(a) Form of Participation Agreement with Oppenheimer Variable Account Funds.(4)
		(b) Form of Participation Agreement with Panorama Series Fund, Inc.(4)
		(c) Form of Participation Agreement with T. Rowe Price Equity Series, Inc.(7)
		(d) Form of Participation Agreement with Fidelity Variable Insurance Products Fund, Fidelity Variable Insurance Products Fund II, and Fidelity Variable Insurance Fund III.(7)
		(e) Form of Participation Agreement with American Century Variable Portfolios, Inc.(8)
		(f) Form of Participation Agreement with Deutsche Asset Management VIT Funds.(3)
		(g) Form of Participation Agreement with Janus Aspen Series.(3)

		(h) Form of Participation Agreement with Franklin Templeton Variable Insurance Products Trust.(3)
		(i) Form of Participation Agreement with MFS Variable Insurance Trust.(5)
		(j) Form of Participation Agreement with Calvert Variable Series, Inc.(12)
		(k) Form of Participation Agreement with INVESCO Variable Investment Funds, Inc.(12)
Exhibit 9		Opinion of and Consent of Counsel.(13)
Exhibit 10		(i) Consent of Independent Auditors’ Deloitte & Touche LLP.(13)
		(ii) Powers of Attorney.(6)
		(iii) Power of Attorney for Robert J. O’Connell.(10)
		(iv) Powers of Attorney for Robert W. Crispin and Lawrence V. Burkett, Jr.(11)
Exhibit 11		Not Applicable.
Exhibit 12		Not Applicable.
Exhibit 13		Form of Schedule of Computation of Performance.(5)
Exhibit 14		Not Applicable.

---

(1)	Incorporated by reference to Registrant’s Form N-4 filed, on August 9, 1995.

(2)	Incorporated by reference to Post Effective Amendment No. 3 to Registration Statement File No. 33-91072.

(3)	Incorporated by reference to Pre-Effective Amendment No. 2 to Registration No. 333-80991, filed on September 20, 1999.

(4)	Incorporated by reference to Registration Statement File No. 333-22557, filed on February 28, 1997.

(5)	Incorporated by reference to Initial Registration Statement No. 333-65887, filed on October 20, 1998.

(6)	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement No. 33-61679, filed on Form N-4 on December 21, 1998.

(7)	Incorporated by reference to Initial Registration Statement No. 333-65887, filed on Form S-6 on October 20, 1998.

(8)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-41667 filed on Form S-6 on March 19, 1998.

(9)	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 33-61679, filed and effective May 1, 1998.

(10)	Incorporated by reference to Port-Effective Amendment No. 6 to Registration statement No.333-41667 filed on Form S-6 in April, 1999.

(11)	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement No. 333-2347 filed on Form S-2 in March 2000.

(12)	Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-80991, filed in April, 2000.

(13)	Filed herewith.

 

Item 25.    Directors and Officers of the Depositor

 

Directors of C.M. Life Insurance Company

 

Name, Position, Business Address

Principal Occupation(s) During Past Five Years

 

Lawrence V. Burkett, Jr., Director 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1996) President and Chief Executive Officer (1996-2000) MassMutual Executive Vice President and General Counsel (since 1993)

 

Isadore Jermyn, Director and Senior Vice President and Actuary 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1998); Senior Vice President and Actuary (since 1996) MassMutual Senior Vice President and Actuary (since 1999 and 1995-1998) Senior Vice President and Chief Actuary (1998-1999) Vice President and Actuary (1980-1995)

 

Efrem Marder, Director 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1999) David L. Babson and Co. Inc. Executive Director (since 2000) MassMutual Executive Director (1998-2000) Senior Managing Director (1996-1998) Vice President and Managing Director (1989-1996)

 

James E. Miller, Director and Executive Vice President-Life Operations 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1998) and Executive Vice President-Life Operations (since 1999) Senior Vice President-Life Operations (1998-1999) MassMutual Executive Vice President (since 1997 and 1987-1996) UniCare Life & Health Senior Vice President (1996-1997)

 

John V. Murphy, Director 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1999) MassMutual Executive Vice President (since 1997) David L. Babson & Co., Inc. Executive Vice President and Chief Operating Officer (1995-1997) Concert Capital Management, Inc. Chief Operating Officer (1993-1995)

 

Robert J. O’Connell, Director 1295 State Street Springfield, MA 01111

C.M. Life Director (since 1999) MassMutual Chairman (since 2000), 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)

PRINCIPAL OFFICERS (other than those who are also Directors):

 

Robert W. Crispin, President and Chief Executive Officer 1295 State Street Springfield, MA 01111

C.M. Life President and Chief Executive officer (since 2000) MassMutual Executive Vice President (since 1999) UNUM Corporation Executive Vice President (1995-1999)

 

Stuart H. Reese, Executive Vice President-Investments 1295 State Street Springfield, MA 01111

C.M. Life Executive Vice President-Investments (since 1999) Director and Senior Vice President-Investments (1996-1999) David L. Babson and Co. Inc. President and Chief Executive Officer (since 1999) MassMutual Executive Vice President and Chief Investment Officer (since 1999) Chief Executive Director-Investment Management (1997-1999) Senior Vice President (1993-1997)

 

Edward M. Kline, Vice President and Treasurer 1295 State Street Springfield, MA 01111

C.M. Life Vice President (since 1999) and Treasurer (since 1997) MassMutual Vice President (since 1989) and Treasurer (since 1997)

 

Ann F. Lomeli, Senior Vice President and Secretary 1295 State Street Springfield, MA 01111

C.M. Life Senior Vice President (since 1999) and Secretary (since 1988) MassMutual Senior Vice President, Secretary and Deputy General Counsel (since 1999) Vice President, Secretary and Deputy General Counsel (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)   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:

 

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

 

CORPORATE ORGANIZATION

 

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 Holding Company, a Delaware corporation which operates as a holding company for certain MassMutual entities.

 

        7.   MassMutual Mortgage Finance, LLC, a Delaware limited liability company which makes, acquires, holds and sells mortgage loans.

 

        8.   The MassMutual Trust Company, a federally chartered stock savings bank.

 

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.)

 

        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.   Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which operates as an investment adviser.

 

        3.   DLB Acquisition Corporation, a Delaware corporation which operates as a holding company for the David L. Babson companies (MassMutual Holding Trust I—85%).

 

        4.   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.   Charter Oak Capital Management, Inc., a Delaware corporation which operates as a manager of institutional investment portfolios. (David L. Babson and Company Incorporated—80%)

 

        2.   Babson Securities Corporation, a Massachusetts corporation which operates as a securities broker-dealer.

 

        3.   Babson-Stewart Ivory International, a Massachusetts general partnership which operates as an investment adviser. (David L. Babson and Company Incorporated—50%).

 

        4.   Potomac Babson Incorporated, a Massachusetts corporation which operates as an investment adviser (David L. Babson and Company Incorporated—99%).

 

    Direct Subsidiary of Oppenheimer Acquisition Corp.

 

         Oppenheimer Funds, 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.

 

        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 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 MassLife Seguros de Vida, S.A.

 

        Jefferson Pilot Financial Seguros de Vida, S.A., an Argentine corporation which operates as a life insurance company. (MassLife Seguros de Vida, S.A.—99%, MassMutual International, Inc.—1%)

 

    Direct Subsidiary of Jefferson Pilot Financial Seguros de Vida, S.A.

 

        Jefferson Pilot Omega Seguros de Vida, S.A., a Uruguay corporation which operates as a life insurance company. (100% owned)

 

    Direct Subsidiary of Origen Inversiones S.A.

 

         Compañia 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

 

        As of March 2, 2000, the number of Contract Owners was 18,444.

 

Item 28.     Indemnification

 

        The Bylaws of the Company provide that:

 

        The following provisions regarding the Indemnification of Directors and Officers of the Registrant are applicable: CONNECTICUT LAW. Except where an applicable insurance policy is procured, Connecticut General Statutes (“C.G.S.”) Section 33-320a is the sole source of indemnification rights for directors and officers of Connecticut corporations and for persons who may be deemed to be controlling persons by reason of their status as a shareholder, director, officer, employee or agent of a Connecticut corporation. Under C.G.S. Section 33-320a, a corporation shall indemnify any director or officer who was or is a party, or was threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter referred to as “proceeding”) by virtue of the fact that he or the person whose legal representative he is: (i) is or was a director or officer of the corporation; (ii) while a director or an officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise (hereinafter referred to as “enterprise”), other than an employee benefit plan or trust; or (iii) while a director or an officer of the corporation, is or was a director or officer serving at the request of the corporation as a fiduciary or an employee benefit plan or trust maintained for the benefit of employees of the corporation or any other enterprise, against “covered expenditures” if (and only if) his conduct met the applicable statutory eligibility standard. The types of expenditures which are covered and the statutory eligibility standard vary according to the type of proceeding to which the director or officer is or was a party or was threatened to be made a party.

 

        According to C.G.S. Section 33-320a, in non-derivative proceedings other than ones brought in connection with an alleged claim based upon the purchase or sale by a director or officer of securities of the corporation or of another enterprise, which the director or officer serves or served at the request of the corporation, the corporation shall indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually incurred by him in connection with the proceeding, or any appeal therein, IF AND ONLY IF he acted (i) in good faith and (ii) in a manner he reasonably believed to be in the best interests of the corporation or, in the case of a person serving as a fiduciary of any employee benefit plan or trust, in a manner he reasonably believed to be in the best interests of the corporation or in the best interest of the participants and beneficiaries of such employee benefit plan or trust and consistent with the provisions of such employee benefit plan or trust. However, where the proceeding brought is criminal in nature, C.G.S. Section 33-320a requires that the director or officer must satisfy the additional condition that he had no reasonable cause to believe that his conduct was unlawful in order to be indemnified. A director or officer also will be entitled to indemnification as described above if (i) he is successful on the merits in the defense of any non-derivative proceeding brought against him or (ii) a court shall have determined that in view of all the circumstances he is fairly and reasonably entitled to be indemnified. The decision about whether the director or officer qualifies for indemnification under C.G.S. Section 33-320a may be made (i) in writing by a majority of those members of the board of directors who were not parties to the proceeding in question, (ii) in writing by independent legal counsel selected by a consent in writing signed by a majority of those directors who were not parties to the proceeding, or (iii) by the shareholders of the corporation at a special or annual meeting by an affirmative vote of at least a majority of the voting power of shares not owned by parties to the proceeding. A director or officer also may apply to a court of competent jurisdiction for indemnification even though he previously applied to the board, independent legal counsel or the shareholders and his application for indemnification was rejected.

 

        For purposes of C.G.S. Section 33-320a, the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create, of itself, a presumption that the director or officer did not act in good faith or in a manner which that director or officer did not believe reasonably to be in the best interests of the corporation or of the participants and beneficiaries of an employee benefit plan or trust and consistent with the provisions of such plan or trust. Likewise, the termination of a criminal act or proceeding shall not create, of itself, a presumption that the director or officer had reasonable cause to believe that his conduct was unlawful.

 

        In non-derivative proceedings based on the purchase or sale of securities of the corporation or of another enterprise, which the director or officer serves or served at the request of the corporation, C.G.S. Section 33-320a provides that the corporation shall indemnify the director or officer only after a court shall have determined upon application that, in view of all the circumstances, the director or officer is fairly and reasonably entitled to be indemnified. Furthermore, the expenditures for which the director or officer shall be indemnified shall be only such amount as the court determines to appropriate.

 

        Pursuant to C.G.S. Section 33-320a, where a director or officer was or is a party or was threatened to be made a party to a derivative proceeding, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the proceeding or any appeal therein, in relation to matters as to which he is finally adjudged not to have breached his duty to the corporation. The corporation also shall indemnify a director or officer where the court determines that, in view of all the circumstances, such person is fairly and reasonably entitled to be indemnified; however, in such a situation, the individual shall be indemnified only for such amount as the court determines to be appropriate. Furthermore, the statute provides that the corporation shall not indemnify a director or officer for amounts paid to the corporation, to a plaintiff or to counsel for a plaintiff in settling or otherwise disposing of a threatened or pending action, with or without court approval, or for expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval.

 

        C.G.S. Section 33-320a also provides that expenses incurred in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon authorization of the board of directors, provided said expenses are indemnifiable under the statute and the director or officer agrees to repay such amount if he is later found not entitled to indemnification by the corporation.

 

        Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A corporation established under Connecticut statute cannot indemnify a director or officer (other than a director or officer who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another enterprise), to an extent either greater or less than that authorized by the statute, and any provision in the certificate of incorporation, the by-laws, a shareholder or director resolution, or agreement or otherwise that is inconsistent with the statute is invalid. C.M. Life Insurance Company was not established under Connecticut statute but was instead created by special act of the Connecticut General Assembly. Currently, its charter does not have provisions dealing with indemnification of its directors or officers, therefore the provisions of C.G.S. Section
33-320a currently apply to such indemnification. However, in the event C.M. Life Insurance Company’s charter is amended by the Connecticut General Assembly in such a manner which is inconsistent with the statute, the charter would take precedence over C.G.S. Section 33-320a. Notwithstanding the above, C.G.S. Section 33-320a specifically authorizes a corporation to procure insurance providing greater indemnification rights than those set out in the statute the premium cost of which may be shared with the director or officer on such basis as may be agreed upon. The directors and officers may be covered by an errors and omissions insurance policy or other insurance policy. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

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 underwriter.

 

OFFICERS AND MEMBER REPRESENTATIVES

MML DISTRIBUTORS, LLC

 

Kenneth M. Rickson		Member Representative G.R. Phelps & Co., Inc.,		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Margaret Sperry		Member Representative Massachusetts Mutual Life Insurance Co.		1295 State Street Springfield, MA 01111
Ronald E. Thomson		Vice President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
John E. Forrest		Vice President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Michael L. Kerley		Vice President, Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
James T. Bagley		Treasurer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
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 Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Robert Rosenthal		Compliance Officer		One Monarch Place 1414 Main Street Springfield, MA 01144
Kathy Dansereau		Registration Manager		1414 Main Street Springfield, MA 01144
Peter Cuozzo		Variable Life Supervisor and Hartford OSJ Supervisor		140 Garden Street Hartford, CT 06154
Anne Melissa Dowling		Large Corporate Marketing Supervisor		140 Garden Street 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 President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Michael L. Kerley Vice President, Chief Legal Officer, Chief Compliance Officer, Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Ronald E. Thomson Vice President, Treasurer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Ann F. Lomeli Secretary/Clerk		1295 State Street Springfield, MA 01111
John E. Forrest Vice President National Sales Director		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Marilyn A. Sponzo Assistant Secretary, Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Eileen D. Leo Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144
James Furlong Chief Operations Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
James T. Bagley Chief Financial Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Daniel Colarusso Chief Information Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
David Deonarine Sr. Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Steven Sampson Compliance Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144
John McBride Assistant Treasurer		1295 State Street Springfield, MA 01111

OFFICER		BUSINESS ADDRESS
Gary W. Masse Retirement Services Regional Supervisor (East/Central)		221 Park Place II Coral Gables, FL 33146
Robert W. Kumming, Jr. Retirement Services Supervisor		1295 State Street Springfield, MA 01111
Peter J. Zummo Retirement Services Regional Supervisor (South/West)		1295 State Street Springfield, MA 01111
Stanley Label Retirement Services Regional Supervisor (Mid/South)		433 Plaza Real Suite 275 Boca Raton, FL 33432
Burvin E. Pugh, Jr. Agency Field Force Supervisor Regional Supervisor/South, West Central		1295 State Street Springfield, MA 01111
John P. McCloskey Regional Supervisor/East		1295 State Street Springfield, MA 01111
Rita H. Mitchell Variable Life Supervisor		1295 State Street Springfield, MA 01111
Anne Melissa Dowling Large Corporate Markets Supervisor		140 Garden Street Hartford, CT 06154
Susan Alfano Director		1295 State Street Springfield, MA 01111
Robert J. O’Connell Chairman of the Board of Directors		1295 State Street Springfield, MA 01111
Burvin E. Pugh, Jr. Director		1295 State Street Springfield, MA 01111
Howard E. Gunton Director		1295 State Street Springfield, MA 01111
Paul DeSimone Director		1295 State Street Springfield, MA 01111
Lawrence V. Burkett, Jr. Director		1295 State Street Springfield, MA 01111

 

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.

 

d.

C.M. Life Insurance Company hereby represents that the fees and charges deducted under the individual deferred variable annuity contracts with flexible purchase payments described in this Registration Statement in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by C.M. Life Insurance Company.

 

SIGNATURES

 

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, C.M. Multi-Account A, certifies that it meets all of the requirement for effectiveness of this Post-Effective Amendment No. 9 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective Amendment No. 9 to Registration Statement No. 33-61679 to be signed on its behalf by the undersigned thereunto duly authorized, all in the city of Springfield and the Commonwealth of Massachusetts, on the 22nd day of April, 2000.

 

C.M. MULTI-ACCOUNT A

 

C.M. LIFE INSURANCE COMPANY

(Depositor)

 

/S /    ROBERT W. CRISPIN *

By:

Robert W. Crispin

President and Chief Executive Officer

C.M. Life Insurance Company

 

/S /     RICHARD M. HOWE

*Richard M. Howe

 

On April 22, 2000, as Attorney-in-Fact pursuant to power of attorney.

 

        As required by the Securities Act of 1933, this Post-Effective Amendment No. 9 to Registration Statement No. 33-61679 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S /    ROBERT W. CRISPIN *                                                                                                            Robert W. Crispin		President and Chief Executive Officer		April 22, 2000
/S /    EDWARD M. KLINE *                                                                                                            Edward M. Kline		Vice President and Treasurer (Principal Financial Officer)		April 22, 2000
/S /    JOHN M. MILLER , JR .*                                                                                                            John M. Miller Jr.		Vice President and Comptroller (Principal Accounting Officer)		April 22, 2000
/S /    JOHN V. MURPHY *                                                                                                            John V. Murphy		Director		April 22, 2000
/S /    EFREM MARDER *                                                                                                            Efrem Marder		Director		April 22, 2000
/S /    ISADORE JERMYN *                                                                                                            Isadore Jermyn		Director		April 22, 2000
/S /    JAMES E. MILLER *                                                                                                            James E. Miller		Director		April 22, 2000

 

Signature		Title		Date
/S /    LAWRENCE V. BURKETT , JR .*                                                                                                            Lawrence V. Burkett, Jr.		Director		April 22, 2000
/S /    ROBERT J. O’CONNELL *                                                                                                            Robert J. O’Connell		Director		April 22, 2000
/S /    RICHARD M. HOWE *                                                                                                            Richard M. Howe		On April 22, 2000, as Attorney- in-Fact pursuant to powers of attorney.

 

REPRESENTATION BY REGISTRANT’S COUNSEL

 

        As counsel to the Registrant, I, James M. Rodolakis, have reviewed this Post-Effective Amendment No. 9 to Registration Statement No. 33-61679, and represent, pursuant to the requirement of paragraph (e) of Rule 485 under the Securities Act of 1933, that this Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of said Rule 485.

 

/S /    JAMES M. RODOLAKIS

James M. Rodolakis

Counsel

 

EXHIBIT INDEX

 

9			Opinion of and Consent of Counsel.
10	(i)		Consent of Independent Auditors’, Deloitte & Touche LLP.