<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1996
FILE NO. 33-84426
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
(EXACT NAME OF REGISTRANT)
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
900 Cottage Grove Road, Hartford, Connecticut 06152
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
Depositor's Telephone Number, including Area Code
(860) 726-6000
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Robert A. Picarello, Esquire COPY TO:
Connecticut General Life Insurance George N. Gingold,
Company Esquire
900 Cottage Grove Road 197 King Philip Drive
Hartford, Connecticut 06152 West Hartford, CT
(NAME AND ADDRESS OF AGENT FOR 06117-1409
SERVICE)
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Approximate date of proposed public offering: Continuous
INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
(TITLE AND AMOUNT OF SECURITIES BEING REGISTERED)
An indefinite amount of the securities being offered by this
Registration Statement has been registered pursuant to Rule
24f-2 under the Investment Company Act of 1940, and the
initial registration fee of $500 was paid with the Rule
24f-2 declaration. Form 24F-2 for Registrant's most recent
fiscal year, which ended December 31, 1995, was filed
February 26, 1996.
It is proposed that this filing will become effective:
----------------------------- immediately upon filing
pursuant to paragraph (b) of Rule 485
----------------------------- on April 30, 1996, pursuant to
paragraph (b) of Rule 485
X
----------------------------- 60 days after filing pursuant
to paragraph (a) of Rule 485
----------------------------- on
---------------------------, pursuant to paragraph (a) of
Rule 485
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CROSS REFERENCE SHEET
(RECONCILIATION AND TIE)
REQUIRED BY INSTRUCTION 4 TO FORM S-6
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ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
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1 Cover Page Highlights
2 Cover Page
3 *
4 Distribution of Policies
5 The Company
6(a) The Variable Account
6(b) *
9 Legal Proceedings
10(a)-(c) Short-Term Right to Cancel the Policy; Surrenders;
Accumulation Value; Reports to Policy Owners
10(d) Right to Exchange for a Fixed Benefit Policy; Policy Loans;
Surrenders; Allocation of Net Premium Payments
10(e) Lapse and Reinstatement
10(f) Voting Rights
10(g)-(h) Substitution of Securities
10(i) Premium Payments; Transfers; Death Benefit; Policy Values;
Settlement Options
11 The Funds
12 The Funds
13 Charges; Fees
14 Issuance
15 Premium Payments; Transfers
16 The Variable Account
17 Surrenders
18 The Variable Account
19 Reports to Policy Owners
20 *
21 Policy Loans
22 *
23 The Company
24 Incontestability; Suicide; Misstatement of Age or Sex
25 The Company
26 Fund Participation Agreements
27 The Variable Account
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ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
- ----------------- --------------------------------------------------------------
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28 Directors and Officers of the Company
29 The Company
30 *
31 *
32 *
33 *
34 *
35 *
37 *
38 Distribution of Policies
39 Distribution of Policies
40 *
41(a) Distribution of Policies
42 *
43 *
44 The Funds; Premium Payments
45 *
46 Surrenders
47 The Variable Account; Surrenders, Transfers
48 *
49 *
50 The Variable Account
51 Cover Page; Highlights; Premium Payments; Right to Exchange
for a Fixed Benefit Policy
52 Substitution of Securities
53 Tax Matters
54 *
55 *
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* Not Applicable
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CONNECTICUT GENERAL LIFE INSURANCE COMPANY
[LOGO]
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
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HOME OFFICE LOCATION: MAILING ADDRESS:
900 COTTAGE GROVE ROAD CIGNA INDIVIDUAL INSURANCE
HARTFORD, CT 06152 ANNUITY & VARIABLE LIFE SERVICES CENTER,
ROUTING S-249
HARTFORD, CT 06152-2249
(800)(552-9898)
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THE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
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This prospectus describes a flexible premium variable life insurance
contract ("Policy") offered by Connecticut General Life Insurance Company ("the
Company"). This Policy is intended to provide life insurance benefits. It allows
flexible premium payments, a choice of underlying funding options, and a choice
of two death benefit options. Its value will vary with the investment
performance of the underlying funding options selected, as may the death benefit
payable by the Company upon the death of the Insured. Policy values may be used
to continue the Policy in force, may be borrowed within certain limits, and may
be fully or partially surrendered. Full surrenders are subject to a surrender
charge. Annuity settlement options equivalent to the Death Benefit are available
for payment to the Beneficiary upon the death of the Insured.
The Company offers sixteen funding vehicles under a Policy through the
Separate Account, each a diversified open-end management investment company
(commonly called a mutual fund) with a different investment objective: Alger
American Fund -- Alger American Growth Portfolio, Alger American Leveraged
AllCap Portfolio, Alger American MidCap Growth Portfolio, and Alger American
Small Capitalization Portfolio; Fidelity Variable Insurance Products Fund --
Equity-Income Portfolio; Fidelity Variable Insurance Products Fund II -- Asset
Manager Portfolio and Investment Grade Bond Portfolio; MFS-Registered Trademark-
Variable Insurance Trust -- MFS Total Return Series, MFS Utilities Series and
MFS World Governments Series; Neuberger & Berman Advisers Management Trust --
Balanced Portfolio, Limited Maturity Bond Portfolio and Partners Portfolio; OCC
Accumulation Trust -- Global Equity Portfolio, Managed Portfolio and Small Cap
Portfolio.
The fixed interest option offered under the Policy is the Fixed Account.
Amounts held in the Fixed Account are guaranteed and will earn a minimum
interest rate of 4% per year. Unless specifically mentioned, this prospectus
only describes the variable investment options.
It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable life insurance policy with this Policy. This
entire Prospectus, and those of the Funds, should be read carefully to
understand the Policy being offered.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE MUTUAL FUNDS AVAILABLE AS FUNDING OPTIONS FOR THE POLICIES OFFERED BY THIS
PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS DATED: MAY 1, 1996
<PAGE>
TABLE OF CONTENTS
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PAGE
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Definitions..................................... 3
Highlights...................................... 5
Initial Choices............................... 5
Charges and Fees.............................. 6
The Company..................................... 6
The Variable Account............................ 7
The Funds....................................... 7
Expense Data/Fee Table........................ 10
General....................................... 12
Substitution of Securities.................... 12
Voting Rights................................. 12
Fund Participation Agreements................. 13
Death Benefit................................... 13
Death Benefit Options....................... 13
Changes in Death Benefit Option............. 13
Guaranteed Death Benefit Provision.......... 13
Payment of Death Benefit.................... 14
Changes in Specified Amount................. 15
Premium Payments; Transfers..................... 15
Premium Payments............................ 15
Allocation of Net Premium Payments.......... 16
Transfers................................... 17
Optional Variable Account Sub-Account
Allocation Programs........................ 17
Dollar Cost Averaging..................... 17
Automatic Rebalancing..................... 18
Charges; Fees................................... 18
Premium Load................................ 18
Monthly Deductions.......................... 19
Transaction Fee for Excess Transfers........ 20
Mortality and Expense Risk Charge........... 20
Surrender Charge............................ 20
The Fixed Account............................... 21
Policy Values................................... 21
Accumulation Value.......................... 21
Variable Accumulation Unit Value............ 22
Surrender Value............................. 22
Surrenders...................................... 23
Partial Surrenders.......................... 23
Full Surrenders............................. 23
Deferral of Payment and Transfers........... 23
Lapse and Reinstatement......................... 23
Lapse of a Policy; Effect of Guaranteed
Death Benefit Provision.................... 23
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Reinstatement of a Lapsed Policy............ 24
Policy Loans.................................... 24
Settlement Options.............................. 25
Other Policy Provisions......................... 25
Issuance.................................... 25
Short-Term Right to Cancel the Policy....... 25
Policy Owner................................ 26
Beneficiary................................. 26
Assignment.................................. 26
Right to Exchange for a Fixed Benefit
Policy..................................... 26
Incontestability............................ 27
Misstatement of Age or Sex.................. 27
Suicide..................................... 27
Nonparticipating Policies................... 27
Tax Matters..................................... 27
Policy Proceeds............................. 27
Taxation of the Company..................... 29
Section 848 Charges......................... 29
Other Considerations........................ 29
Other Matters................................... 29
Directors and Officers of the Company....... 29
Distribution of Policies.................... 30
Changes of Investment Policy................ 30
Other Contracts Issued by the Company....... 31
State Regulation............................ 31
Reports to Policy Owners.................... 31
Advertising................................. 31
Legal Proceedings........................... 32
Experts..................................... 32
Registration Statement...................... 32
Financial Statements............................ 32
Connecticut General Life Insurance
Company.................................... 33
CG Variable Life Insurance Separate Account
I.......................................... 53
Appendix 1...................................... 72
Illustration of Surrender Charges........... 72
Appendix 2...................................... 74
Illustration of Accumulation Values,
Surrender Values, and Death Benefits....... 74
Appendix 3
Tax Information............................. 84
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2
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DEFINITIONS
ACCUMULATION VALUE: The sum of the Fixed Account Value,
Variable Account Value and the Loan Account Value.
ACCUMULATION UNIT: A unit of measure used to calculate the
value of a Variable Account Sub-Account.
ADDITIONAL PREMIUMS: Any premium paid in addition to Planned
Premiums.
ANNUITY & VARIABLE LIFE SERVICES CENTER: The office of the
Company to which Premium Payments should be sent, notices
given and any customer service requests made. Mailing
address: CIGNA Individual Insurance, Annuity & Variable Life
Services Center, Routing S-249, Hartford, CT 06152-2249.
CODE: The Internal Revenue Code of 1986, as amended.
CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
percentage of the Accumulation Value rather than by
reference to the Specified Amount to satisfy the Internal
Revenue Service definition of "life insurance."
COST OF INSURANCE: The portion of the Monthly Deduction
attributable to the basic insurance coverage, not including
riders, supplemental benefits or monthly expense charges.
DEATH BENEFIT: The amount payable to the beneficiary upon
the death of the Insured in accordance with the Death
Benefit Option elected, before deduction of the amount
necessary to repay any loans in full, and overdue
deductions.
DEATH BENEFIT OPTION: Either of two methods for determining
the Death Benefit.
FIXED ACCOUNT: The account under which principal is
guaranteed and interest is credited at a rate of not less
than 4% per year. Fixed Account assets are general assets of
the Company held in the Company's General Account.
FIXED ACCOUNT VALUE: The portion of the Accumulation Value,
other than the Loan Account Value, held in the Company's
General Account.
FUND(S): One or more of Alger American Fund -- Alger
American Growth Portfolio, Alger American Leveraged AllCap
Portfolio, Alger American MidCap Growth Portfolio and Alger
American Small Capitalization Portfolio; Fidelity Variable
Insurance Products Fund -- Equity-Income Portfolio; Fidelity
Variable Insurance Products Fund II -- Asset Manager
Portfolio and Investment Grade Bond Portfolio;
MFS-Registered Trademark- Variable Insurance Trust -- MFS
Total Return Series, MFS Utilities Series, MFS World
Governments Series; Neuberger & Berman Advisers Management
Trust -- Balanced Portfolio, Limited Maturity Bond Portfolio
and Partners Portfolio; OCC Accumulation Trust -- Global
Equity Portfolio, Managed Portfolio and Small Cap Portfolio.
Each of them is an open-end management investment company
(mutual fund) whose shares are available to fund the
benefits provided by the Policy.
GENERAL ACCOUNT: The Company's general asset account, in
which assets attributable to the non-variable portion of
Policies are held.
GRACE PERIOD: The 61-day period following a Monthly
Anniversary Day on which the Policy's Surrender Value is
insufficient to cover the current Monthly Deduction. The
Company will send notice at least 31 days before the end of
the Grace Period that the Policy will lapse without value
unless a sufficient payment (described in the notification
letter) is received by the Company.
GUARANTEED INITIAL DEATH BENEFIT PREMIUM: The Premium
Payment(s) which must be made to guarantee the Initial
Specified Amount for the first five Policy Years after
issue, regardless of investment performance, assuming there
will be no loans or partial surrenders.
3
<PAGE>
GUIDELINE ANNUAL PREMIUM: The level amount, calculated in
accordance with Rule 6e-3(T) under the Investment Company
Act of 1940, required to mature the Policy under guaranteed
mortality and expense charges and an annual interest rate of
5%.
INITIAL SPECIFIED AMOUNT: The amount (at least $50,000),
originally chosen by the Policy Owner, initially equal to
the Death Benefit. The Initial Specified Amount may be
increased or decreased as described in this Prospectus.
INSURED: The person on whose life the Policy is issued.
ISSUE AGE: The age of the insured, to the nearest birthday,
on the Issue Date.
ISSUE DATE: The date on which the Policy becomes effective,
as shown in the Policy Specifications.
LOAN ACCOUNT VALUE: An amount equal to the sum of all unpaid
Policy loans and loan interest.
MONTHLY ANNIVERSARY DAY: The day of the month, as shown in
the Policy Specifications, or the next Valuation Day if that
day is not a Valuation Day or is nonexistent for that month,
when the Company makes the Monthly Deduction.
MONTHLY DEDUCTION: The monthly deduction made from the Net
Accumulation Value; this deduction includes the cost of
insurance, an administrative expense charge, and charges for
supplemental riders or benefits, if applicable.
NET ACCUMULATION VALUE: The Accumulation Value less the Loan
Account Value.
NET AMOUNT AT RISK: The Death Benefit before subtraction of
outstanding loans, if any, minus the Accumulation Value.
NET PREMIUM PAYMENT: The portion of a Premium Payment, after
deduction of 3.5% for the premium load, available for
allocation to the Fixed Account and the Variable Account
Sub-Accounts.
OWNER: The Owner on the Date of Issue will be the person
designated in the Policy Specifications. If no person is
designated as Owner, the Insured will be the Owner.
PLANNED PREMIUMS: The amount of premium the Policy Owner
chooses to pay the Company on a scheduled basis. This is the
amount for which the Company sends a premium reminder
notice.
POLICY: The life insurance contract described in this
Prospectus, under which flexible premium payments are
permitted and the death benefit and contract values may vary
with the investment performance of the funding option(s)
selected.
POLICY YEAR: Each twelve-month period, beginning on the
Issue Date, during which the Policy is in effect.
PREMIUM PAYMENT: A premium payment made under the Policy.
RIGHT-TO-EXAMINE PERIOD: The period of time following the
issuance of the Policy during which the Owner may return the
Policy and receive a refund of premiums paid, the latest of
(a) 10 days after the Policy is received, unless otherwise
stipulated by state law requirements, (b) 10 days after the
Company mails or personally delivers a Notice of Withdrawal
Right to the Owner, or (c) 45 days after the application for
the Policy is signed.
SETTLEMENT OPTION(S): Several ways in which the Beneficiary
may receive a Death Benefit, or in which the Insured may
choose to receive payments upon surrender
of the Policy.
SUB-ACCOUNT: That portion of the Variable Account which is
invested in shares of a specific Fund.
SURRENDER CHARGE: The amount retained by the Company upon
the full surrender of the Policy.
4
<PAGE>
SURRENDER VALUE: The amount a Policy Owner can receive in
cash by surrendering the Policy. This equals the Net
Accumulation Value minus the applicable Surrender Charge.
All of the Surrender Value may be applied to one or more of
the Settlement Options.
VALUATION DAY: Every day on which Accumulation Units are
valued; any day on which the New York Stock Exchange is
open, except any day on which trading on the Exchange is
restricted, or on which an emergency exists, as determined
by the Securities and Exchange Commission, so that valuation
or disposal of securities is not practicable.
VALUATION PERIOD: The period of time beginning on the day
following a Valuation Day and ending on the next Valuation
Day. A Valuation Period may be more than one day in length.
VARIABLE ACCOUNT: CG Variable Life Insurance Separate
Account I. Consists of all Sub-Accounts invested in shares
of the Funds. Variable Account assets are kept separate from
the general assets of the Company and are not chargeable
with the general liabilities of the Company.
VARIABLE ACCOUNT VALUE: The portion of the Accumulation
Value attributable to the Variable Account.
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HIGHLIGHTS
The Policy is a flexible premium variable life
insurance policy. Its values may be accumulated
on a fixed or variable basis or a combination
of fixed and variable bases. The Policy's
provisions may vary in some states.
INITIAL When purchasing a Policy, the Owner makes three
CHOICES important choices:
TO BE MADE 1) Selecting one of the two Death Benefit
Options;
2) Selecting the amount of Premium Payments to
make; and
3) Selecting how Net Premium Payments will be
allocated among the available funding options.
LEVEL OR At the time of purchase, the Policy Owner (also
VARYING called the "Owner" in this Prospectus) must
DEATH BENEFIT choose between the two Death Benefit Options.
The amount payable under either option will be
determined as of the date of the Insured's
death. Under the level Death Benefit Option,
the Death Benefit will be the greater of the
Specified Amount, or the Corridor Death
Benefit. Under the varying Death Benefit
Option, the Death Benefit will be the greater
of the Specified Amount plus the Accumulation
Value, or the Corridor Death Benefit (See
"Death Benefit").
The Policy also offers a Guaranteed Initial
Death Benefit Provision which ensures that for
the first five Policy Years the Death Benefit
will not be less than the Initial Specified
Amount, regardless of market performance,
assuming there have been no loans or
surrenders, even if the Surrender Value is
insufficient to cover the current Monthly
Deductions (See "Guaranteed Death Benefit
Provision").
AMOUNT OF At the time of purchase, the Policy Owner must
PREMIUM also choose the amount of premium to be paid.
PAYMENT The Owner may vary Premium Payments to some
extent and still keep the Policy in force.
Premium reminder notices will be sent for
Planned Premiums and for premiums required to
continue this Policy in force. If the Policy
lapses it may be reinstated (See "Reinstatement
of a Lapsed Policy"). Premium Payments are
refundable during the Right-to-Examine Period.
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5
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SELECTION OF The Policy Owner must choose how to allocate
FUNDING Net Premium Payments. Net Premium Payments
VEHICLE(S) allocated to the Variable Account may be
allocated to one or more Sub-Accounts of the
Variable Account, each of which invests in
shares of a particular Fund. The Initial
Premium Payment will not be allocated to the
Variable Account until three days following the
expiration of the Right-to-Examine Period. The
Fixed Account may also be elected as an
allocation option. Allocations to any
Sub-Account or to the Fixed Account must be in
whole percentages. No allocation can be made
which would result in a Sub-Account value of
less than $50 or a Fixed Account value of less
than $2,500. Further, at this time, no more
than 18 Sub-Accounts may be opened during the
life of the Policy. The Company may expand this
number at a future date. The variable portion
of a Policy is supported by the Fund(s)
selected as funding vehicle(s). The portion of
the Variable Account Value attributable to a
particular Fund through the Sub-Account of the
Variable Account is not guaranteed and will
vary with the investment performance of that
Fund.
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CHARGES There is a 3.5% premium load on all Premium Payments.
AND FEES Monthly deductions are made for the Cost of Insurance and any riders.
Monthly deductions ($15 per month during the first Policy Year and,
currently, $5 per month thereafter) are also made for administrative
expenses.
Daily deductions from Variable Account Value are made for the
mortality and expense risk, currently at the annual rate of .45%
during the first ten Policy Years and .25% thereafter.
Investment results for each Sub-Account are affected by each Fund's
daily charge for management fees; these charges vary by Fund and are
shown at pages 10 and 11 of this Prospectus.
</TABLE>
A transaction fee of $25 is imposed for partial surrenders
and for certain transfers in excess of 12 per Policy Year.
A surrender charge will be deducted upon full surrender of a
Policy within the first ten Policy Years or within ten years
after an increase in Specified Amount.
Interest is charged on Policy loans. The net interest spread
(the amount by which interest charged exceeds interest
credited) is currently 1% per year in the first ten Policy
Years and .25% per year thereafter.
The Company may derive a profit from its charges except from
the monthly deduction for administrative expenses and the
transaction fee.
THE COMPANY
The Company is a stock life insurance company incorporated
in Connecticut in 1865. Its Home Office mailing address is
Hartford, Connecticut 06152, Telephone (203) 726-6000. It
has obtained authorization to do business in fifty states,
the District of Columbia and Puerto Rico. The Company issues
group and individual life and health insurance policies and
annuities. The Company has various wholly-owned subsidiaries
which are generally engaged in the insurance business. The
Company is a wholly-owned subsidiary of Connecticut General
Corporation, Bloomfield, Connecticut. Connecticut General
Corporation is wholly-owned by CIGNA Holdings Inc.,
Philadelphia, Pennsylvania which is in turn wholly-owned by
CIGNA Corporation, Philadelphia, Pennsylvania. Connecticut
General Corporation is the holding company of various
insurance companies, one of which is Connecticut General
Life Insurance Company.
6
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The Company markets the Policies through independent
insurance brokers, general agents, and registered
representatives of broker-dealers who are members of the
National Association of Securities Dealers, Inc.
The Company, in common with other insurance companies, is
subject to regulation and supervision by the regulatory
authorities of the states in which it is licensed to do
business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in
that state. In general, all states have statutory
administrative powers. Such regulation relates, among other
things, to licensing of insurers and their agents, the
approval of policy forms, the methods of computing reserves,
the form and content of statutory financial statements, the
amount of policyholders' and stockholders' dividends, and
the type of distribution of investments permitted. A blanket
bond for $100 million covers all of the officers and
employees of the Company.
THE VARIABLE ACCOUNT
CG Variable Life Insurance Separate Account I was
established pursuant to a July 6, 1994 resolution of the
Board of Directors of the Company. Under Connecticut
insurance law, the income, gains or losses of the Variable
Account are credited without regard to the other income,
gains or losses of the Company. The Company serves as the
custodian of the assets of the Variable Account. These
assets are held for the Policies. Although the assets
maintained in the Variable Account will not be charged with
any liabilities arising out of any other business conducted
by the Company, all obligations arising under the Policies
are general corporate liabilities of the Company. Any and
all distributions made by the Funds with respect to shares
held by the Variable Account will be reinvested in
additional shares at net asset value. Deductions and
surrenders from the Variable Account will, in effect, be
made by surrendering shares of the Funds at net asset value.
On each Valuation Day of each Fund, the Variable Account
purchases or redeems Fund shares based on a netting of all
transactions for that day. Shares of the Funds held in the
Variable Account are held by the Company through an open
account system, which makes unnecessary the issuance and
delivery of stock certificates.
The Variable Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment
trust under the 1940 Act. Such registration does not involve
supervision of the Variable Account or the Company's
management or investment practices or policies by the
Commission. The Company does not guarantee the Variable
Account's investment performance.
The Company has several other separate accounts registered
as unit investment trusts with the Commission for the
purpose of funding the variable annuity contracts and
variable life insurance policies of the Company.
THE FUNDS
Each of the sixteen Sub-Accounts of the Variable Account is
invested solely in the shares of one of the sixteen Funds
available as funding vehicles under the Policies. Each of
the Funds is a series of one of six entities, all
Massachusetts or Delaware business trusts, each of which is
registered as an open-end, diversified management investment
company under the 1940 Act. These trusts are collectively
referred to herein as the "Trusts".
The six Trusts and their Investment advisers and
distributors are:
Alger American Fund ("Alger Trust"), managed by Fred
Alger Management, Inc., 75 Maiden Lane, New York, NY
10038; and distributed by Fred Alger & Company,
Incorporated, 30 Montgomery Street, Jersey City, NJ
07302;
Variable Insurance Products Fund ("Fidelity Trust"), and
Variable Insurance Products Fund II ("Fidelity Trust
II"), managed by Fidelity Management & Research Company
and distributed by Fidelity Distribution Corporation, 82
Devonshire Street, Boston, MA 02103;
7
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MFS-Registered Trademark- Variable Insurance Trust ("MFS
Trust"), managed by Massachusetts Financial Services
Company and distributed by MFS Fund Distributors, Inc.,
500 Boylston Street, Boston, MA 02116;
Neuberger & Berman Advisers Management Trust ("AMT
Trust"), managed and distributed by Neuberger & Berman
Management Incorporated, 605 Third Avenue, New York, NY
10158-0006;
OCC Accumulation Trust ("OCC Trust")(formerly Quest for
Value Accumulation Trust), managed by OpCap Advisors
(formerly Quest for Value Advisors) and distributed by
OCC Distributors (formerly Quest for Value
Distributors), One World Financial Center, New York, NY
10281.
Four Funds of ALGER Trust are available under the Policies:
Alger American Growth Portfolio;
Alger American Leveraged AllCap Portfolio;
Alger American MidCap Growth Portfolio;
Alger American Small Capitalization Portfolio.
One Fund of FIDELITY Trust is available under the Policies:
Equity-Income Portfolio ("Fidelity Equity-Income
Portfolio").
Two Funds of FIDELITY Trust II are available under the
Policies:
Asset Manager Portfolio ("Fidelity Asset Manager
Portfolio");
Investment Grade Bond Portfolio ("Fidelity Bond
Portfolio").
Three Funds of MFS Trust are available under the Policies:
MFS Total Return Series;
MFS Utilities Series;
MFS World Governments Series.
Three Funds of AMT Trust are available under the Policies:
Balanced Portfolio;
Limited Maturity Bond Portfolio;
Partners Portfolio.
Three Funds of OCC Trust are available under the Policies:
Global Equity Portfolio;
Managed Portfolio;
Small Cap Portfolio.
The investment advisory fees charged the Funds by their
advisers are shown on pages 10 and 11 of this Prospectus.
There follows a brief description of the investment
objective and program of each Fund. There can be no
assurance that any of the stated investment objectives will
be achieved.
ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): Seeks
long-term capital appreciation by investing in a
diversified, actively managed portfolio of equity
securities, primarily of companies with total market
capitalization of $1 billion or greater.
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
Stocks): Seeks long-term capital appreciation by investing
in a diversified, actively managed portfolio of equity
securities, with the ability to engage in leveraging (up to
one-third of assets) and options and futures transactions.
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Small Cap Stocks):
Seeks long-term capital appreciation by investing in a
diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the S & P MidCap 400 Index.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
Stocks): Seeks long-term capital appreciation by investing
in a diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the Russell 2000 Growth Index.
8
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FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return):
Seeks high total return with reduced risk over the long-term
by allocating its assets among domestic and foreign stocks,
bonds and short-term fixed-income instruments.
FIDELITY INVESTMENT GRADE BOND PORTFOLIO (Fixed
Income - Intermediate Term Bonds): Seeks as high a level of
current income as is consistent with the preservation of
capital by investing in a broad range of investment-grade
fixed-income securities.
FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
reasonable income by investing primarily in income-producing
equity securities, with some potential for capital
appreciation, seeking a yield that exceeds the composite
yield on the securities comprising the Standard and Poor's
Composite Index of 500 Stocks.
MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
primarily to obtain above-average income (compared to a
portfolio invested entirely in equity securities),
consistent with the prudent employment of capital, and
secondarily to provide a reasonable opportunity for growth
of capital and income.
MFS UTILITIES SERIES (Specialty): Seeks capital growth and
current income (income above that available from a portfolio
invested entirely in equity securities) by investing, under
normal circumstances, at least 65% of its assets in equity
and debt securities of utility companies.
MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
Seeks not only preservation, but also growth, of capital
together with moderate current income through a
professionally managed, internationally diversified
portfolio consisting primarily of debt securities and to a
lesser extent equity securities.
AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
long-term capital growth and reasonable current income
without undue risk to principal.
AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
Seeks the highest current income consistent with low risk to
principal and liquidity; and secondarily, enhanced total
return through capital appreciation when market factors,
such as falling interest rates and rising bond prices,
indicate that capital appreciation may be available without
significant risk to principal.
AMT PARTNERS PORTFOLIO (Large Cap Stocks): Seeks capital
growth. Invests primarily in common stocks of established
companies, using the value-oriented investment approach. The
Portfolio seeks capital growth through an investment
approach that is designed to increase capital with
reasonable risk. Its investment program seeks securities
believed to be undervalued based on strong fundamentals such
as low price-to-earnings ratios, consistent cash flow, and
support from asset values.
OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
long-term capital appreciation through a global investment
strategy primarily involving equity securities.
OCC MANAGED PORTFOLIO (Balanced or Total Return): Seeks
growth of capital over time through investment in a
portfolio of common stocks, bonds and cash equivalents, the
percentage of which will vary based on management's
assessments of relative investment values.
OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
appreciation through investments in a diversified portfolio
of equity securities of companies with market
capitalizations of under $1 billion.
9
<PAGE>
EXPENSE DATA
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Net Premium Payments are allocated
to the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts. The
Mortality and Expense Risk Charge shown is the currently charged rate during the
first ten Policy Years. It currently declines to .25% per year thereafter and is
guaranteed not to exceed .90% per year.
FEE TABLE
<TABLE>
<CAPTION>
FIDELITY VARIABLE INSURANCE
PRODUCTS FUNDS
ALGER AMERICAN FUND ---------------------------------
---------------------------------------------------------------------- INVESTMENT
ALGER AMERICAN ALGER AMERICAN ALGER AMERICAN ASSET EQUITY GRADE
ALGER AMERICAN LEVERAGED MIDCAP GROWTH SMALL CAP MANAGER INCOME BOND
GROWTH PORTFOLIO ALLCAP PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------------- ----------------- --------------- --------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SEPARATE ACCOUNT
ANNUAL EXPENSES
Mortality and
Expense Risk
Charge............. 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%
Total Separate
Account Annual
Expenses........... 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%
FUND PORTFOLIO
ANNUAL EXPENSES
Management Fees..... 0.75% 0.85% 0.80% 0.85% 0.71% 0.51% 0.45%
Other Expenses...... 0.10% 0.71% 0.10% 0.07% 0.08% 0.10% 0.14%
Total Fund Portfolio
Annual Expenses.... 0.85% 1.56%(1) 0.90% 0.92% 0.79%(2) 0.61% 0.59%
</TABLE>
<TABLE>
<S> <C>
<FN>
- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
is .06% of interest expense. Absent reimbursements, the amounts of Other
Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
the Alger American Leveraged AllCap Portfolio.
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
expenses. Without this reduction, Total Fund Portfolio Annual Expenses
would have been 0.81% for the Asset Manager Portfolio.
</TABLE>
10
<PAGE>
The table does not reflect the monthly deductions for the cost of insurance and
any riders, nor does it reflect the monthly deduction of $15 during the first
Policy Year, and currently, $5 thereafter for administrative expenses. The
information set forth should be considered together with the information
provided in this Prospectus under the heading "Charges and Fees", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
<TABLE>
<CAPTION>
MFS VARIABLE INSURANCE TRUST NEUBERGER&BERMAN
- --------------------------------------------- ADVISERS MANAGEMENT TRUST (5) OCC ACCUMULATION TRUST
MFS MFS WORLD ----------------------------------------- --------------------------
TOTAL RETURN MFS UTILITIES GOVERNMENTS BALANCED LIMITED MATURITY PARTNERS GLOBAL EQUITY MANAGED
SERIES SERIES SERIES PORTFOLIO BOND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ------------- ------------- ------------- --------- ----------------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%
0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%
0.75% 0.75% 0.75% 0.85% 0.65% 0.85% 0.80% 0.80%
0.25% 0.25% 0.25% 0.19% 0.10% 0.30% 0.45% 0.14%
1.00%(3) 1.00%(3) 1.00%(4) 1.04% 0.75% 1.15% 1.25%(6) 0.94%(6)
<CAPTION>
MFS V
- -------------
MFS
TOTAL RETURN SMALL CAP
SERIES PORTFOLIO
- ------------- -------------
<S> <C>
0.45% 0.45%
0.45% 0.45%
0.75% 0.80%
0.25% 0.20%
1.00%(3) 1.00%(6)
</TABLE>
<TABLE>
<S> <C>
- ------------------------
(3) The Funds' Adviser has agreed to bear, subject to reimbursement, expenses
for each of the Total Return Series and Utilities Series, such that each
Series' aggregate operating expense shall not exceed, on an annualized
basis, 1.00% of the average daily net assets of the Series from November 2,
1994 through December 31, 1996, 1.25% of the average daily net assets of
the Series from January 1, 1997 through December 31, 1998, and 1.50% of the
average daily net assets of the Series from January 1, 1999 through
December 31, 2004; provided however, that this obligation may be terminated
or revised at any time. Absent this expense arrangement, "Other Expenses"
and "Total Annual Expenses" would be 2.02% and 2.77%, respectively, for the
Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
Series.
(4) The Funds' Adviser has agreed to bear, subject to reimbursement, until
December 31, 2004, expenses of the World Governments Series such that the
Series' aggregate operating expenses do not exceed 1.00%, on an annualized
basis, of its average daily net assets. Absent this expense arrangement,
"Other Expenses" and "Total Annual Expenses" for the World Governments
Series would be 1.24% and 1.99%, respectively.
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust.
Expenses in the table reflect expenses of the Portfolios and include each
Portfolio's pro rata portion of the operating expenses of each Portfolio's
corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
("NBMI") an administration fee based on the Portfolios' net asset value.
Each Portfolio's corresponding Series pays NBMI a management fee based on
the Series' average daily net assets. Accordingly, this table combines
management fees at the Series level and administration fees at the
Portfolio level in a unified fee rate. See "Expenses" in the Trust's
Prospectus.
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
31, 1995 have been restated to reflect new management fee and expense
limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
the expenses of the Portfolios of the OCC Accumulation Trust are
contractually limited by OpCap Advisors so that their respective annualized
operating expenses do not exceed 1.25% of their respective average daily
net assets. Furthermore, through April 30, 1997, the annualized operating
expenses of the Managed and Small Cap Portfolios will be voluntarily
limited by OpCap Advisors so that annualized operating expenses of these
Portfolios do not exceed 1.00% of their respective average daily net
assets. Without such voluntary expense limitations, and taking into account
the revised contractual provisions effective May 1, 1996 concerning
management fees and expense limitations, the Management Fees, Other
Expenses and Total Portfolio Annual Expenses incurred for the fiscal year
ended December 31, 1995 would have been: .80%, .45% and 1.25%,
respectively, for the Global Equity Portfolio; .80%, .14% and .94%,
respectively, for the Managed Portfolio; and .80%, .39% and 1.19%,
respectively, for the Small Cap Portfolio.
</TABLE>
11
<PAGE>
GENERAL
There is no assurance that the investment objective of any
of the Funds will be met. A Policy Owner bears the complete
investment risk for Accumulation Values allocated to a
Sub-Account. Each of the Sub-Accounts involves inherent
investment risk, and such risk varies significantly among
the Sub-Accounts. Policy Owners should read each Fund's
prospectus carefully and understand the Funds' relative
degrees of risk before making or changing investment
choices. Additional Funds may, from time to time, be made
available as investments to underlie the Policies. However,
the right to make such selections will be limited by the
terms and conditions imposed on such transactions by the
Company. (See "Premium Payments.")
Required premium levels will vary based on market
performance. In a prolonged market downturn, affecting all
Sub-Accounts, additional Premium Payments may be necessary
to maintain the level of coverage or to avoid lapsing of the
Policy. Review of periodic contract statements is strongly
suggested to determine appropriate premium requirements.
SUBSTITUTION OF SECURITIES
If the shares of any Fund should no longer be available for
investment by the Variable Account or if, in the judgment of
the Company, further investment in such shares should become
inappropriate in view of the purpose of the investment
objectives of the Policies, the Company may substitute
shares of another Fund. No substitution of securities in any
Sub-Account may take place without prior approval of the
Commission and under such requirements as it may impose.
VOTING RIGHTS
In accordance with its view of present applicable law, the
Company will vote the shares of each Fund held in the
Variable Account at special meetings of the shareholders of
the particular Trust in accordance with written instructions
received from persons having the voting interest in the
Variable Account. The Company will vote shares for which it
has not received instructions, as well as shares
attributable to it, in the same proportion as it votes
shares for which it has received instructions. The Trusts do
not hold regular meetings of shareholders.
The number of shares which a person has a right to vote will
be determined as of a date to be chosen by the appropriate
Trust not more than sixty (60) days prior to the meeting of
the particular Trust. Voting instructions will be solicited
by written communication at least fourteen (14) days prior
to the meeting.
The Funds' shares are issued and redeemed only in connection
with variable annuity contracts and variable life insurance
policies issued through separate accounts of the Company and
other life insurance companies. The Trusts do not foresee
any disadvantage to Policy Owners arising out of the fact
that shares may be made available to separate accounts which
are used in connection with both variable annuity and
variable life insurance products. Nevertheless, the Trusts'
Boards intend to monitor events in order to identify any
material irreconcilable conflicts which may possibly arise
and to determine what action, if any, should be taken in
response thereto. If such a conflict were to occur, one of
the separate accounts might withdraw its investment in a
Fund. This might force a Fund to sell portfolio securities
at disadvantageous prices.
12
<PAGE>
FUND PARTICIPATION AGREEMENTS
The Company has entered into agreements with the various
Trusts and their advisers or distributors under which the
Company makes the Funds available under the Policies and
performs certain administrative services. In some cases, the
advisers or distributors may compensate the Company
therefor.
DEATH BENEFIT
DEATH BENEFIT OPTIONS
Two different Death Benefit Options are available. The
amount payable under either option will be determined as of
the date of the Insured's death.
Under OPTION 1 the Death Benefit will be the greater of the
Specified Amount (a minimum of $50,000 as of the date of
this Prospectus), or the applicable percentage (the
"Corridor Percentage") of the Accumulation Value required to
maintain the Policy as a "life insurance contract" for tax
purposes (the "Corridor Death Benefit.") The Corridor
Percentage is 250% through the Insured's age 40 and
decreases in accordance with the table in "Payment of Death
Benefit" to 100% at the Insured's age 95. Option 1 provides
a level Death Benefit until the Corridor Death Benefit
exceeds the Specified Amount.
Under OPTION 2 the Death Benefit will be the greater of the
Specified Amount (a minimum of $50,000 as of the date of
this Prospectus), plus the Accumulation Value, or the
Corridor Death Benefit. Option 2 provides a varying Death
Benefit which increases or decreases over time, depending on
the amount of premium paid and the investment performance of
the underlying funding options chosen.
Under both Option 1 and Option 2, the proceeds payable upon
death will be the Death Benefit, reduced by partial
surrenders and by the amount necessary to repay any loans in
full. Option 1 will be in effect unless Option 2 has been
elected in the application for the Policy or unless a change
has been allowed.
CHANGES IN DEATH BENEFIT OPTION
A Death Benefit Option change will be allowed upon the
Owner's written request to the Annuity & Variable Life
Services Center in form satisfactory to the Company, subject
to the following conditions:
- The change will take effect on the Monthly Anniversary
Day or on the next Valuation Day following the date of
receipt of the request.
- There will be no change in the Surrender Charge, and
evidence of insurability may be required.
- No change in the Death Benefit Option may reduce the
Specified Amount below $50,000.
- For changes from Option 1 to Option 2, the new Specified
Amount will equal the Specified Amount less the
Accumulation Value at the time of the change.
- For changes from Option 2 to Option 1, the new Specified
Amount will equal the Specified Amount plus the
Accumulation Value at the time of the change.
GUARANTEED DEATH BENEFIT PROVISION
The Guaranteed Death Benefit Provision assures that, as long
as the Guaranteed Initial Death Benefit Premium is paid, the
Death Benefit will not be less than the Initial
13
<PAGE>
Specified Amount during the first five Policy Years even if
the Surrender Value is insufficient to cover the current
Monthly Deductions, assuming there have been no loans or
partial surrenders.
Changes in Initial Specified Amount, partial surrenders, and
Death Benefit Option changes during the first five Policy
Years may affect the Guaranteed Death Benefit Premium. These
events and loans may also affect the Policy's ability to
remain in force.
PAYMENT OF DEATH BENEFIT
The Death Benefit under the Policy will be paid in a lump
sum within seven days after receipt at the Annuity &
Variable Life Services Center of due proof of the Insured's
death (a certified copy of the death certificate), unless
the Owner or the Beneficiary has elected that it be paid
under one or more of the Settlement Options (See "Settlement
Options"). Payment of the Death Benefit may be delayed if
the Policy is being contested.
While the Insured is living, the Owner may elect a
Settlement Option for the Beneficiary and deem it
irrevocable, and may revoke or change a prior election. The
Beneficiary may make or change an election within 90 days of
the death of the Insured, unless the Owner has made an
irrevocable election.
All or a part of the Death Benefit may be applied under one
or more of the Settlement Options, or such other options as
the Company may make available in the future.
If the Policy is assigned as collateral security, the
Company will pay any amount due the assignee in one lump
sum. Any excess Death Benefit due will be paid as elected.
The Death Benefit under the Policy at any point in time must
be at least the following "Corridor Percentage" of the
Accumulation Value based on the Insured's attained age:
<TABLE>
<CAPTION>
INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
- ------------- ------------- --------------- -------------
<S> <C> <C> <C>
0-40 250% 70 115%
41 243 71 113
42 236 72 111
43 229 73 109
44 222 74 107
-- - --
45 215 75 105
46 209 76 105
47 203 77 105
48 197 78 105
49 191 79 105
-- - --
50 185 80 105
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
-- - --
55 150 85 105
56 146 86 105
57 142 87 105
58 138 88 105
59 134 89 105
-- - --
60 130 90 105
61 128 91 104
62 126 92 103
63 124 93 102
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
- ------------- ------------- --------------- -------------
<S> <C> <C> <C>
64 122 94 101
-- - --
65 120 95 100
66 119 96 100
67 118 97 100
68 117 98 100
69 116 99 100
-- - --
</TABLE>
CHANGES IN SPECIFIED AMOUNT
Changes in the Specified Amount of a Policy can be made by
submitting a written request to the Annuity & Variable Life
Services Center in form satisfactory to the Company.
Changes in the Specified Amount are subject to the following
conditions:
- Satisfactory evidence of insurability and a supplemental
application may be required for an increase in the
Specified Amount.
- An increase in the Specified Amount will increase the
Surrender Charge.
- As of the date of this Prospectus, the minimum allowable
increase in Specified Amount is $1,000.
- No decrease may reduce the Specified Amount to less than
$50,000.
- No decrease may reduce the Specified Amount below the
minimum required to maintain the Policy's status under
the Code as a life insurance policy.
PREMIUM PAYMENTS; TRANSFERS
PREMIUM PAYMENTS
The Policies provide for flexible premium payments. Premium
Payments are payable in the frequency and in the amount
selected by the Policy Owner. The initial Premium Payment is
due on the Issue Date and is payable in advance. The minimum
payment is the amount necessary to maintain a positive
Surrender Value or Guaranteed Minimum Death Benefit. Each
subsequent Premium Payment must be at least $100. The
Company reserves the right to decline any application or
Premium Payment.
After the initial Premium Payment, all Premium Payments must
be sent directly to the Annuity & Variable Life Services
Center and will be deemed received when actually received
there.
The Policy Owner may elect to increase, decrease or change
the frequency of Premium Payments.
PLANNED PREMIUMS are Premium Payments scheduled when a
Policy is applied for. They can be billed annually,
semiannually or quarterly. Pre-authorized automatic monthly
check payments may also be arranged.
ADDITIONAL PREMIUMS are any Premium Payments made ($100
minimum) in addition to Planned Premiums.
GUARANTEED INITIAL DEATH BENEFIT PREMIUM, if paid during the
first five Policy Years, enables the Policy to remain in
force regardless of investment performance, assuming no
surrenders or loans during that time. The Guaranteed Initial
Death Benefit Premium is stated in the Policy
Specifications. An increase in Specified Amount would
require a recalculation of the Guaranteed Initial Death
Benefit Premium. If this premium is not paid, or there are
partial surrenders or loans taken during the first five
Policy Years, the
15
<PAGE>
Policy will lapse during the first five Policy Years if the
Surrender Value is less than the next Monthly Deduction,
just as it would after the first five Policy Years at any
time the Surrender Value is less than the next Monthly
Deduction.
Payment of Planned Premiums or Additional Premiums in any
amount will not, except as noted above, guarantee that the
Policy will remain in force. Conversely, failure to pay
Planned Premiums or Additional Premiums will not necessarily
cause a Policy to lapse (See "Guaranteed Death Benefit
Provision").
PREMIUM INCREASES. At any time, the Owner may increase
Planned Premiums, or pay Additional Premiums, but:
- Evidence of insurability may be required if the
Additional Premium or the new Planned Premium during the
current Policy Year would increase the difference between
the Death Benefit and the Accumulation Value. If
satisfactory evidence of insurability is requested and
not provided, the increase in premium will be refunded
without interest and without participation of such
amounts in any underlying funding options.
- In no event may the total of all Premium Payments exceed
the then-current maximum premium limitations established
by federal law for a Policy to qualify as life insurance.
If, at any time, a Premium Payment would result in total
premiums exceeding such maximum premium limitation, the
Company will only accept that portion of the Premium
Payment which will make total premiums equal the maximum.
Any part of the premium in excess of that amount will be
returned or applied as otherwise agreed and no further
Premium Payments will be accepted until allowed by the
then-current maximum premium limitations prescribed by
law.
- If there is any Policy indebtedness, any additional Net
Premium Payments will be used first as a loan repayment
with any excess applied as an additional Net Premium
Payment.
ALLOCATION OF NET PREMIUM PAYMENTS
At the time of purchase of the Policy, the Owner must decide
how to allocate Net Premium Payments among the Sub-Accounts
and the Fixed Account. Allocation to any one Variable
Account Sub-Account or to the Fixed Account must be in whole
percentages. No allocation can be made which would result in
a Sub-Account of less than $50 or a Fixed Account value of
less than $2,500. Further, at this time, no more than 18
Sub-Accounts may be opened during the life of the Policy.
The Company may expand this number at a future date. For
each Variable Account Sub-Account, the Net Premium Payments
are converted into Accumulation Units. The number of
Accumulation Units credited to the Policy is determined by
dividing the Net Premium Payment allocated to the
Sub-Account by the value of the Accumulation Unit for the
Sub-Account.
During the Right-To-Examine period, the Net Premium Payment
will be allocated to the Fixed Account, and interest
credited from the Issue Date if the Premium Payment was
received on or before the Issue Date. The Company will
allocate the initial Net Premium Payment directly to the
Sub-Account(s) selected by the Owner within three days after
expiration of the Right-To-Examine period.
Unless the Company is directed otherwise by the Policy
Owner, subsequent Net Premium Payments will be allocated on
the same basis as the most recent previous Net Premium
Payment. Such allocation will occur as of the next Valuation
Period after each payment is received.
The allocation for future Net Premium Payments may be
changed at any time free of charge. Any new allocation will
apply to Premium Payments made more than one week
16
<PAGE>
after the Company receives the notice of the new allocation.
Any new allocation is subject to the same requirements as
the initial allocation. The Company may, at its sole
discretion, waive minimum premium allocation requirements.
TRANSFERS
Before the Insured attains age 100, values may, at any time,
be transferred ($500 minimum) from one Sub-Account to
another, or from the Variable Account to the Fixed Account.
Within the 30 days after each Policy Anniversary, the Owner
may also transfer a portion of the Fixed Account Value to
one or more Sub-Accounts, until the Insured attains age 100.
Transfers from the Fixed Account are allowed in the 30-day
period after a Policy Anniversary and will be effective as
of the next Valuation Day after a request is received in
good order at the Annuity & Variable Life Services Center.
The cumulative amount of transfers from the Fixed Account
within any such 30-day period cannot exceed 20% of the Fixed
Account Value on the most recent Policy Anniversary. The
Company may further limit transfers from the Fixed Account
at any time.
Subject to the above restrictions, up to 12 transfers may be
made in any Policy Year without charge, and any value
remaining in the Fixed Account or a Sub-Account after a
transfer must be at least $500. Transfers may be made in
writing or by telephone unless the Policy Owner has
indicated in writing in the application or otherwise that
telephone transfers are not to be permitted. To make a
telephone transfer, the Policy Owner must call the Annuity &
Variable Life Services Center and provide, as
identification, his or her Policy Number and a requested
portion of his or her Social Security number. A customer
service representative will then come on the line and, upon
ascertaining that telephone transfers are permitted for that
Policy, take the transfer request, which will be processed
as of the next close of business and confirmed the day after
that. The Company disclaims all liability for losses
resulting from unauthorized or fraudulent telephone
transactions, but acknowledges that if it does not follow
these procedures, which it believes to be reasonable, it may
be liable for such losses.
Any transfer among the Sub-Accounts or to the Fixed Account
will result in the crediting and cancellation of
Accumulation Units based on the Accumulation Unit values
next determined after a written request is received at the
Annuity & Variable Services Center. Transfer requests must
be received by the Variable Products Center by 4:00 Eastern
Time in order to be effective that day. Any transfer made
which causes the remaining value of Accumulation Units for a
Sub-Account to be less than $500 will result in those
remaining Accumulation Units being cancelled and their
aggregate value reallocated proportionately among the other
funding options chosen. The Policy Owner should carefully
consider current market conditions and each Sub-Account's
investment policies and related risks before allocating
money to the Sub-Accounts. See pages 9-13 of this
Prospectus.
The Company, at its sole discretion, may waive minimum
balance requirements on the Sub-Accounts.
OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAM
The Owner may elect to enroll in either of the following
programs. However, both programs cannot be in effect at the
same time.
DOLLAR COST AVERAGING
Dollar Cost Averaging is a program which, if elected by the
Owner, systematically allocates specified dollar amounts
from the Fixed Account to one or more of the Contract's
Variable Account Sub-Accounts at regular intervals as
selected by the Owner.
17
<PAGE>
By allocating on a regularly scheduled basis as opposed to
allocating the total amount at one particular time, an Owner
may be less susceptible to the impact of market
fluctuations.
Dollar Cost Averaging may be selected by establishing a
Fixed Account value of at least $1,000. The minimum amount
per month to allocate is $50 (subject to the 18 Sub-Account
Limitation described under "Allocation of Net Premium
Payments" above). Enrollment in this program may occur at
any time by calling the Annuity & Variable Life Services
Center or by providing the information requested on the
Dollar Cost Averaging election form to the Company and
ensuring that sufficient value is in the Fixed Account.
Transfers to any Fixed Account are not permitted under
Dollar Cost Averaging. The Company may, at its sole
discretion, waive Dollar Cost Averaging minimum deposit and
transfer requirements.
Dollar Cost Averaging will terminate when any of the
following occurs: (1) the number of designated transfers has
been completed; (2) the value of the Fixed Account is
insufficient to complete the next transfer; (3) the Owner
requests termination by telephone or in writing and such
request is received at least one week prior to the next
scheduled transfer date to take effect that month; or (4)
the Policy is surrendered.
There is no current charge for Dollar Cost Averaging but the
Company reserves the right to charge for this program.
AUTOMATIC REBALANCING
Automatic Rebalancing is an option which, if elected by the
Owner, periodically restores to a pre-determined level the
percentage of Policy Value allocated to each Sub-Account
(e.g. 20% Balanced, 50% Growth, 30% Utilities). This
pre-determined level will be the allocation initially
selected on the application, unless subsequently changed.
The Automatic Rebalancing allocation may be changed at any
time by submitting a request to the Company.
If Automatic Rebalancing is elected, all Net Premium
Payments allocated to the Sub-Accounts must be subject to
Automatic Rebalancing. The Fixed Account is not available
for Automatic Rebalancing.
Automatic Rebalancing may take place on either a quarterly,
semi-annual or annual basis, as selected by the Owner. Once
the rebalancing option is activated, any Sub-Account
transfers executed outside of the rebalancing option will
terminate the Automatic Rebalancing option. Any subsequent
premium payment or withdrawal that modifies the net account
balance within each Sub-Account may also cause termination
of the Automatic Rebalancing option. Any such termination
will be confirmed to the Owner. The Owner may terminate the
Automatic Rebalancing option or re-enroll at any time by
calling or writing the Annuity & Variable Life Services
Center.
There is no current charge for Automatic Rebalancing but the
Company reserves the right to charge for this program.
CHARGES; FEES
PREMIUM LOAD
A deduction of 3.5% of each Premium Payment will be made to
cover the premium load. This load represents state taxes and
federal income tax liabilities. The 2.35% portion of this
deduction for premium taxes may be higher or lower than the
actual tax imposed by the applicable jurisdiction; it is in
the mid-range of state premium taxes,
18
<PAGE>
which range from 1.75% to 5.0%. The Company estimates 1.15%
of each Premium Payment will be used to meet federal income
tax liabilities attributable to the treatment of deferred
acquisition costs.
MONTHLY DEDUCTIONS
A Monthly Deduction is made from the Net Accumulation Value
for administrative expenses. The monthly administrative fee
is $15 during the first Policy Year and, currently, $5
during subsequent Policy Years. This charge is for items
such as premium billing and collection, policy value
calculation, confirmations and periodic reports and will not
exceed the Company's costs. For subsequent Policy Years,
this monthly fee will never exceed $10.
A Monthly Deduction is also made from the Net Accumulation
Value for the Cost of Insurance and any charges for
supplemental riders. The Cost of Insurance depends on the
attained age, risk class and gender classification (in
accordance with state law) of the Insured and the current
Net Amount at Risk.
The Cost of Insurance is determined by dividing the Death
Benefit at the previous Monthly Anniversary Day by
1.0032737, subtracting the Accumulation Value at the
previous Monthly Anniversary Day, and multiplying the result
(the Net Amount at Risk) by the applicable Cost of Insurance
Rate as determined by the Company. The Guaranteed Maximum
Cost of Insurance Rates, per $1,000 of Net Amount at Risk,
for standard risks are set forth in the following Table
based on the 1980 Commissioners Standard Ordinary Mortality
Tables, Age Nearest Birthday (1980 CSO); or, for unisex
rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>
0 0.34845 0.24089 0.32677
1 0.08917 0.07251 0.08667
2 0.08251 0.06750 0.07917
3 0.08167 0.06584 0.07834
4 0.07917 0.06417 0.07584
5 0.07501 0.06334 0.07251
6 0.07167 0.06084 0.06917
7 0.06667 0.06000 0.06584
8 0.06334 0.05834 0.06250
9 0.06167 0.05750 0.06084
10 0.06084 0.05667 0.06000
11 0.06417 0.05750 0.06250
12 0.07084 0.06000 0.06917
13 0.08251 0.06250 0.07834
14 0.09584 0.06887 0.09001
15 0.11085 0.07084 0.10334
16 0.12585 0.07601 0.11585
17 0.13919 0.07917 0.12752
18 0.14836 0.08167 0.13502
19 0.15502 0.08501 0.14085
20 0.15836 0.08751 0.14502
21 0.15919 0.08917 0.14585
22 0.15752 0.09084 0.14419
23 0.15502 0.09251 0.14252
24 0.15189 0.09501 0.14085
25 0.14752 0.09668 0.13752
26 0.11419 0.09918 0.13585
27 0.14252 0.10168 0.13418
28 0.14169 0.10501 0.13418
29 0.14252 0.10635 0.13585
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>
30 0.14419 0.11251 0.13752
31 0.14836 0.11668 0.14169
32 0.15252 0.12085 0.14585
33 0.15919 0.12502 0.15252
34 0.16889 0.13168 0.15919
35 0.17586 0.13752 0.16836
36 0.18670 0.14669 0.17837
37 0.20004 0.15752 0.19170
38 0.21505 0.17003 0.20588
39 0.23255 0.18503 0.22338
40 0.25173 0.20171 0.24173
41 0.27424 0.22005 0.26340
42 0.29675 0.23922 0.28508
43 0.32260 0.25757 0.31010
44 0.34929 0.27674 0.33428
45 0.37931 0.29675 0.36263
46 0.41017 0.31677 0.39182
47 0.44353 0.33761 0.42268
48 0.47856 0.36096 0.45437
49 0.51777 0.38598 0.49107
50 0.55948 0.41350 0.53028
51 0.60870 0.44270 0.57533
52 0.66377 0.47523 0.62539
53 0.72636 0.51276 0.68297
54 0.79730 0.55114 0.74722
55 0.87326 0.59118 0.81566
56 0.95591 0.63123 0.88996
57 1.04192 0.66961 0.96593
58 1.13378 0.70633 1.04609
59 1.23236 0.74556 1.13211
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
60 1.34180 0.78979 1.22817
<S> <C> <C> <C>
61 1.46381 0.84488 1.33511
62 1.60173 0.91417 1.45796
63 1.75809 1.00267 1.59922
64 1.93206 1.10539 1.75725
65 2.12283 1.21731 1.92955
66 2.32623 1.33511 2.11195
67 2.54312 1.45461 2.30614
68 2.77350 1.57247 2.50878
69 3.02328 1.69955 2.72909
70 3.30338 1.84590 2.97466
71 3.62140 2.02325 3.25640
72 3.98666 2.24419 3.58279
73 4.40599 2.51548 3.95978
74 4.87280 2.83552 4.38330
75 5.37793 3.19685 4.84334
76 5.91225 3.59370 5.33245
77 6.46824 4.01942 5.84227
78 7.04089 4.47410 6.36948
79 7.64551 4.97042 6.92851
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>
80 8.30507 5.52957 7.54229
81 9.03761 6.17118 8.22883
82 9.86724 6.91414 9.01216
83 10.80381 7.77075 9.90124
84 11.82571 8.72632 10.87533
85 12.91039 9.76952 11.92213
86 14.03509 10.89151 13.01471
87 15.18978 12.08770 14.15507
88 16.36948 13.35774 15.33494
89 17.57781 14.70820 16.56493
90 18.82881 16.15259 17.85746
91 20.14619 17.71416 19.23699
92 21.57655 19.43814 20.76665
93 23.20196 21.40786 22.49837
94 25.28174 23.63051 24.70915
95 28.27411 27.16158 27.82758
96 33.10577 32.32378 32.78845
97 41.68476 41.21204 41.45783
98 58.01259 57.81394 57.95663
99 90.90909 90.90909 90.90909
</TABLE>
These Monthly Deductions are deducted proportionately from
the value of each funding option. This is accomplished for
the Sub-Accounts by canceling Accumulation Units and
withdrawing the value of the canceled Accumulation Units
from each funding option in the same proportion as their
respective values have to the Net Accumulation Value. The
Monthly Deductions are made on the Monthly Anniversary Day.
If the Insured is still living at age 100 and the Policy has
not been surrendered, no further Monthly Deductions are
taken and any Variable Account Value is transferred to the
Fixed Account. The Policy will then remain in force until
surrender or the Insured's death.
TRANSACTION FEE FOR EXCESS TRANSFERS
There will be a $25 transaction fee for each transfer
between funding options in excess of 12 during any Policy
Year.
MORTALITY AND EXPENSE RISK CHARGE
For mortality and expense risks, a daily deduction,
currently equivalent to .45% per year during the first ten
Policy Years and .25% per year thereafter, is made from
amounts held in the Variable Account. This deduction is
guaranteed not to exceed .90% per year.
SURRENDER CHARGE
Upon surrender of a Policy, a surrender charge may apply, as
described below. This charge is in part a deferred sales
charge and in part a recovery of certain first year
administrative costs.
The initial Surrender Charge, as specified in the Policy, is
based on the Initial Specified Amount and the amount of
Premium Payments during the first two Policy Years. Once
determined, the Surrender Charge will remain the same dollar
amount during the third through fifth Policy Years.
Thereafter, it declines monthly at a rate of 20% per year so
that after the end of the tenth Policy Year (assuming no
increases in the Specified Amount) the Surrender Charge will
be zero. Thus, the Surrender Charge at the end of the sixth
Policy Year would be 80% of the Surrender Charge at the end
of the fifth Policy Year, at the end of the seventh Policy
Year would be 60% of the Surrender Charge at the end of the
fifth Policy Year, and so forth. However, in no event will
the Surrender Charge exceed the maximum allowed by state or
federal law.
20
<PAGE>
If the Specified Amount is increased, a new Surrender Charge
will be applicable, in addition to any existing Surrender
Charge. The Surrender Charge applicable to the increase will
be equal to the Surrender Charge on a new policy whose
Specified Amount equals the amount of the increase. As of
the date of this Prospectus, the minimum allowable increase
in Specified Amount is $1,000. The Company may change this
at any time.
If the Specified Amount is decreased while the Surrender
Charge applies, the Surrender Charge will remain the same.
No Surrender Charge is imposed on a partial surrender, but
an administrative fee of $25 is imposed, allocated pro-rata
among the Sub-Accounts (and, where applicable, the Fixed
Account) from which the partial surrender proceeds are taken
unless the Owner instructs the Company otherwise.
The portion of the Surrender Charge applied to reimburse the
Company for sales and promotional expense is at most 30% of
the sum of Premium Payments in the first two Policy Years up
to one Guideline Annual Premium, plus 10% of Premium
Payments in the first two Policy Years between one and two
times one Guideline Annual Premium plus 9% of Premium
Payments in the first two Policy Years in excess of two
times one Guideline Annual Premium. The portion applicable
to administrative expense is $6.00 per $1,000 of Initial
Specified Amount. Under certain circumstances involving the
payment of very large premiums during the first two Policy
Years, a lesser portion of the Surrender Charge will be
applied to reimburse the Company for sales and promotional
expense, to the extent required by federal or state law. Any
surrenders may result in tax implications. See "Tax
Matters".
Based on its actuarial determination, the Company does not
anticipate that the Surrender Charge will cover all sales
and administrative expenses which the Company will incur in
connection with the Policy. Any such shortfall, including
but not limited to payment of sales and distribution
expenses, would be available for recovery from the General
Account of the Company, which supports insurance and annuity
obligations.
THE FIXED ACCOUNT
The Fixed Account is funded by the assets of the Company's
General Account. Amounts held in the Fixed Account are
guaranteed and will be credited with interest at rates as
determined from time to time by the Company, but not less
than 4% per year.
THE FIXED ACCOUNT IS MADE UP OF THE GENERAL ASSETS OF THE
COMPANY OTHER THAN THOSE ALLOCATED TO ANY SEPARATE ACCOUNT.
THE FIXED ACCOUNT IS PART OF THE COMPANY'S GENERAL ACCOUNT.
BECAUSE OF APPLICABLE EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AND
NEITHER THE FIXED ACCOUNT NOR THE COMPANY'S GENERAL ACCOUNT
HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE "1940 ACT"). THEREFORE, NEITHER THE FIXED ACCOUNT NOR
ANY INTEREST THEREIN IS GENERALLY SUBJECT TO REGULATION
UNDER THE PROVISIONS OF THE 1933 ACT OR THE 1940 ACT.
ACCORDINGLY, THE COMPANY HAS BEEN ADVISED THAT THE STAFF OF
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE
DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.
POLICY VALUES
ACCUMULATION VALUE
Once a Policy has been issued, each Net Premium Payment
allocated to a Sub-Account of the Variable Account is
credited in the form of Accumulation Units, representing the
Fund in which assets of that Sub-Account are invested. Each
Net Premium Payment will
21
<PAGE>
be credited to the Policy as of the end of the Valuation
Period in which it is received at the Annuity & Variable
Life Services Center (or portion thereof allocated to a
particular Sub-Account). The number of Accumulation Units
credited is determined by dividing the Net Premium Payment
by the value of an Accumulation Unit next computed after
receipt. Since each Sub-Account has a unique Accumulation
Unit value, a Policy Owner who has elected a combination of
funding options will have Accumulation Units credited from
more than one source.
The Accumulation Value of a Policy is determined by: (a)
multiplying the total number of Accumulation Units credited
to the Policy for each applicable Sub-Account by its
appropriate current Accumulation Unit value; (b) if a
combination of Sub-Accounts is elected, totaling the
resulting values; and (c) adding any values attributable to
the General Account (i.e., the Fixed Account Value and the
Loan Account Value).
The number of Accumulation Units credited to a Policy will
not be changed by any subsequent change in the value of an
Accumulation Unit. Such value may vary from Valuation Period
to Valuation Period to reflect the investment experience of
the Fund used in a particular Sub-Account.
The Fixed Account Value reflects amounts allocated to the
General Account through payment of premiums or transfers
from the Variable Account. The Fixed Account Value is
guaranteed; however, there is no assurance that the Variable
Account Value of the Policy will equal or exceed the Net
Premium Payments allocated to the Variable Account.
Each Policy Owner will be advised at least annually as to
the number of Accumulation Units which remain credited to
the Policy, the current Accumulation Unit values, the
Variable Account Value, the Fixed Account Value and the Loan
Account Value.
Accumulation Value will be affected by Monthly Deductions.
VARIABLE ACCUMULATION UNIT VALUE
The value of a Variable Accumulation Unit for any Valuation
Period is determined by multiplying the value of that
Variable Accumulation Unit for the immediately preceding
Valuation Period by the Net Investment Factor for the
current period for the appropriate Sub-Account. The Net
Investment Factor is determined separately for each
Sub-Account by dividing (a) by (b) and subtracting (c) from
the results where (a) equals the net asset value per share
of the Fund held in the Sub-Account at the end of a
Valuation Period plus the per share amount of any
distribution declared by the Fund if the "ex-dividend" date
is during the Valuation Period plus or minus taxes or
provisions for taxes, if any, attributable to the operation
of the Sub-Account during the Valuation Period; (b) equals
the net asset value per share of the Fund held in the
Sub-Account at the beginning of that Valuation Period, and
(c) is the daily charge for mortality and expense risk
multiplied by the number of days in the Valuation Period.
SURRENDER VALUE
The Surrender Value of a Policy is the amount the Owner can
receive in cash by surrendering the Policy. All or part of
the Surrender Value may be applied to one or more of the
Settlement Options. See "Surrender Charge".
22
<PAGE>
SURRENDERS
PARTIAL SURRENDERS
A partial surrender may be made at any time by written
request to the Annuity & Variable Life Services Center
during the lifetime of the Insured and while the Policy is
in force. Such request may also be made by telephone if
telephone transfers have been previously authorized in
writing. A $25 transaction fee is charged.
The amount of a partial surrender may not exceed 90% of the
Surrender Value at the end of the Valuation Period in which
the election becomes or would become effective, and may not
be less than $500.
For an Option 1 Policy (See "Death Benefit"): A partial
surrender will reduce the Accumulation Value, Death Benefit,
and Specified Amount. The Specified Amount and Accumulation
Value will be reduced by equal amounts and will reduce any
past increases in the reverse order in which they occurred.
For an Option 2 Policy (See "Death Benefit"): A partial
surrender will reduce the Accumulation Value and the Death
Benefit, but it will not reduce the Specified Amount.
The Specified Amount remaining in force after a partial
surrender may not be less than $50,000. Any request for a
partial surrender that would reduce the Specified Amount
below this amount will not be granted. In addition, if,
following the partial surrender and the corresponding
decrease in the Specified Amount, the Policy would not
comply with the maximum premium limitations required by
federal tax law, the decrease may be limited to the extent
necessary to meet the federal tax law requirements.
If, at the time of a partial surrender, the Net Accumulation
Value is attributable to more than one funding option, the
$25 transaction charge and the amount paid upon the
surrender will be taken proportionately from the values in
each funding option, unless the Policy Owner and the Company
agree otherwise.
FULL SURRENDERS
A full surrender may be made at any time. The Company will
pay the Surrender Value next computed after receiving the
Owner's written request at the Annuity & Variable Life
Services Center in a form satisfactory to the Company.
Payment of any amount from the Variable Account on a full
surrender will usually be made within seven calendar days
thereafter.
DEFERRAL OF PAYMENT AND TRANSFERS
Payment of the surrendered amount from the Variable Account
may be postponed when the New York Stock Exchange is closed
and for such other periods as the Commission may require.
Payment or transfer from the Fixed Account may be deferred
up to six months at the Company's option. If the Company
exercises its right to defer such payment or transfer
interest will be added as required by law.
LAPSE AND REINSTATEMENT
LAPSE OF A POLICY; EFFECT OF GUARANTEED DEATH BENEFIT
PROVISION
A Policy will not lapse during the five-year period after
its Issue Date regardless of investment performance if, on
each Monthly Anniversary Day within that period the sum of
premiums paid equals or exceeds the required amount of the
Guaranteed Initial Death
23
<PAGE>
Benefit Premium for that period, assuming there have been no
loans or partial surrenders. If there have been any loans or
partial surrenders, the Policy may lapse unless there is
sufficient Surrender Value to cover the Monthly Deduction.
After the five-year period expires, and depending on the
investment performance of the funding options, the
Accumulation Value may be insufficient to keep this Policy
in force, and payment of an additional premium may be
necessary.
A lapse occurs if a Monthly Deduction is greater than the
Surrender Value and no payment to cover the Monthly
Deduction is made within the Grace Period. The Company will
send the Owner a lapse notice at least 31 days before the
Grace Period expires.
REINSTATEMENT OF A LAPSED POLICY
The Owner can apply for reinstatement at any time during the
Insured's lifetime. To reinstate a Policy, the Company will
require satisfactory evidence of insurability and an amount
sufficient to pay for the current Monthly Deduction plus two
additional Monthly Deductions.
If the Policy is reinstated within five years of the Issue
Date, all values including the Loan Account Value will be
reinstated to the point they were on the date of lapse.
However, the Guaranteed Initial Death Benefit Option will
not be reinstated.
If the Policy is reinstated after five years following the
Issue Date, it will be reinstated on the Monthly Anniversary
Day following the Company approval. The Accumulation Value
at reinstatement will be the Net Premium Payment then made
less the Monthly Deduction due that day.
If the Surrender Value is not sufficient to cover the full
Surrender Charge at the time of lapse, the remaining portion
of the Surrender Charge will also be reinstated at the time
of Policy reinstatement.
POLICY LOANS
A Policy loan requires that a loan agreement be executed and
that the Policy be assigned to the Company. The loan may be
for any amount up to 100% of the Surrender Value; however,
the Company may limit the amount of such loan so that total
Policy indebtedness will not exceed 90% of an amount equal
to the Accumulation Value less the Surrender Charge which
would be imposed on a full surrender. The amount of a loan,
together with subsequent accrued but not paid interest on
the loan, becomes part of the Loan Account Value. If Policy
values are held in more than one funding option, withdrawals
from each funding option will be made in proportion to the
assets in each funding option at the time of the loan for
transfer to the Loan Account, unless the Company is
instructed otherwise in writing at the Annuity & Variable
Life Services Center.
Interest on loans will accrue at an annual rate of 8%, and
net loan interest (interest charged less interest credited
as described below) is payable once a year in arrears on
each anniversary of the loan, or earlier upon full surrender
or other payment of proceeds of a Policy. Any interest not
paid when due becomes part of the loan and the net interest
will be withdrawn proportionately from the values in each
funding option.
The Company will credit interest on the Loan Account Value.
During the first ten Policy Years, the Company's current
practice is that interest will be credited at an annual rate
equal to the interest rate charged on the loan minus 1%
(guaranteed not to exceed 2%). Beginning with the eleventh
Policy Year, the Company's current practice is that interest
24
<PAGE>
will be credited at an annual rate equal to the interest
rate charged on the loan, less .25% annually (guaranteed not
to exceed 1%). In no case will the annual credited interest
rate be less than 6% in each of the first ten Policy Years
and 7% thereafter.
Repayments on the loan will be allocated among the funding
options according to current Net Premium Payment
allocations. The Loan Account Value will be reduced by the
amount of any loan repayment.
A Policy loan, whether or not repaid, will affect the
proceeds payable upon the Insured's death and the
Accumulation Value because the investment results of the
Variable Account or the Fixed Account will apply only to the
non-loaned portion of the Accumulation Value. The longer a
loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account
or the Fixed Account while the loan is outstanding, the
effect could be favorable or unfavorable.
SETTLEMENT OPTIONS
Proceeds in the form of Settlement Options are payable by
the Company at the Beneficiary's election upon the Insured's
death, or while the Insured is alive upon election by the
Owner of one of the Settlement Options.
A written request may be made to elect, change, or revoke a
Settlement Option before payments begin under any Settlement
Option. This request must be in form satisfactory to the
Company, and will take effect upon its receipt at the
Annuity & Variable Life Services Center. Payments after the
first payment will be made on the first day of each month.
FIRST OPTION -- Payments for the lifetime of the payee.
SECOND OPTION -- Payments for the lifetime of the payee,
guaranteed for 60, 120, 180, or 240 months;
THIRD OPTION -- Payment for a stated number of years, at
least five but no more than thirty;
FOURTH OPTION -- Payment of interest annually on the sum
left with the Company at a rate of at least 3% per year, and
upon the payee's death the amount on deposit will be paid.
ADDITIONAL OPTIONS -- Policy proceeds may also be settled
under any other method of settlement offered by the Company
at the time the request is made.
OTHER POLICY PROVISIONS
ISSUANCE
A Policy may only be issued upon receipt of satisfactory
evidence of insurability, and generally only where the
Insured is below the age of 80.
SHORT-TERM RIGHT TO CANCEL THE POLICY
A Policy may be returned for cancellation and a full refund
of premium within 10 days after the Policy is received,
unless otherwise stipulated by state law requirements,
within 10 days after the Company mails or personally
delivers a Notice of Withdrawal Right to the Owner, or
within 45 days after the application for the Policy is
signed, whichever occurs latest. The Initial Premium Payment
made when the Policy is issued will be held in the Fixed
Account and not allocated to the Variable Account even if
the Policy Owner may have so directed until three business
days following the expiration of the Right-To-Examine
period. If the Policy is returned for cancellation in a
timely fashion, the refund
25
<PAGE>
of premiums paid, without interest, will usually occur
within seven days of notice of cancellation, although a
refund of premiums paid by check may be delayed until the
check clears.
POLICY OWNER
While the Insured is living, all rights in this Policy are
vested in the Policy Owner named in the application or as
subsequently changed, subject to assignment, if any.
The Policy Owner may name a new Policy Owner while the
Insured is living. Any such change in ownership must be in a
written form satisfactory to the Company and recorded at the
Annuity & Variable Life Services Center. Once recorded, the
change will be effective as of the date signed; however, the
change will not affect any payment made or action taken by
the Company before it was recorded. The Company may require
that the Policy be submitted for endorsement before making a
change.
If the Policy Owner is other than the Insured, names no
contingent Policy Owner and dies before the Insured, the
Policy Owner's rights in this Policy belong to the Policy
Owner's estate.
BENEFICIARY
The Beneficiary(ies) shall be as named in the application or
as subsequently changed, subject to assignment, if any.
The Policy Owner may name a new Beneficiary while the
Insured is living. Any change must be in a written form
satisfactory to the Company and recorded at the Annuity &
Variable Life Services Center. Once recorded, the change
will be effective as of the date signed; however, the change
will not affect any payment made or action taken by the
Company before it was recorded.
If any Beneficiary predeceases the Insured, that
Beneficiary's interest passes to any surviving
Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise
provided. If no named Beneficiary survives the Insured, the
death proceeds shall be paid to the Policy Owner or the
Policy Owner's executor(s), administrator(s) or assigns.
ASSIGNMENT
While the Insured is living, the Policy Owner may assign his
or her rights in the Policy. The assignment must be in
writing, signed by the Policy Owner and recorded at the
Annuity & Variable Life Services Center. No assignment will
affect any payment made or action taken by the Company
before it was recorded. The Company is not responsible for
any assignment not submitted for recording, nor is the
Company responsible for the sufficiency or validity of any
assignment. The assignment will be subject to any
indebtedness owed to the Company before it was recorded.
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY
The Policy Owner may, within the first two Policy Years,
exchange the Policy for a permanent life insurance policy
then being offered by the Company. The benefits for the new
policy will not vary with the investment experience of a
separate account. The exchange must be elected within 24
months from the Issue Date. No evidence of insurability will
be required.
The Policy Owner, the Insured and the Beneficiary under the
new policy will be the same as those under the exchanged
Policy on the effective date of the exchange. The
26
<PAGE>
Accumulation Value under the new Policy will be equal to the
Accumulation Value under the old Policy on the date the
exchange request is received. The new policy will have a
Death Benefit on the exchange date not more than the Death
Benefit of the original Policy immediately prior to the
exchange date. If the Accumulation Value is insufficient to
support the Death Benefit, the Policy Owner will be required
to make additional Premium Payments in order to effect the
exchange. The new policy will have the same Issue Date and
Issue Age as the original Policy. The initial Specified
Amount and any increases in Specified Amount will have the
same rate class as those of the original Policy. Any
indebtedness may be transferred to the new policy.
The exchange may be subject to an equitable adjustment in
rates and values to reflect variances, if any, in the rates
and values between the two Policies. After adjustment, if
any excess is owed the Policy Owner, the Company will pay
the excess to the Policy Owner in cash. The exchange may be
subject to federal income tax withholding.
INCONTESTABILITY
The Company will not contest payment of the death proceeds
based on the Initial Specified Amount after the Policy has
been in force during the Insured's lifetime for two years
from the Issue Date. For any increase in Specified Amount
requiring evidence of insurability, the Company will not
contest payment of the death proceeds based on such an
increase after it has been in force during the Insured's
lifetime for two years from its effective date.
MISSTATEMENT OF AGE OR SEX
If the age or sex of the Insured has been misstated, the
affected benefits will be adjusted. The amount of the Death
Benefit will be 1. multiplied by 2. and then the result
added to 3. where:
1. is the Net Amount at Risk at the time of the Insured's
death;
2. is the ratio of the monthly cost of insurance applied in
the policy month of death to the monthly cost of
insurance that should have been applied at the true age
and sex in the policy month of death; and
3. is the Accumulation Value at the time of the Insured's
death.
SUICIDE
If the Insured dies by suicide, while sane or insane, within
two years from the Issue Date, the Company will pay no more
than the sum of the premiums paid, less any indebtedness. If
the Insured dies by suicide, while sane or insane, within
two years from the date an application is accepted for an
increase in the Specified Amount, the Company will pay no
more than a refund of the monthly charges for the cost of
such additional benefit.
NONPARTICIPATING POLICIES
These are nonparticipating Policies on which no dividends
are payable. These Policies do not share in the profits or
surplus earnings of the Company.
TAX MATTERS
POLICY PROCEEDS
Section 7702 of the Code provides that if certain tests are
met, a Policy will be treated as a life insurance policy for
federal tax purposes. The Company will monitor compliance
with these tests. The Policy should thus receive the same
federal income
27
<PAGE>
tax treatment as fixed benefit life insurance. As a result,
the death proceeds payable under a Policy are excludable
from gross income of the Beneficiary under Section 101 of
the Code.
Section 7702A of the Code defines modified endowment
contracts as those policies issued or materially changed on
or after June 21, 1988 on which the total premiums paid
during the first seven years exceed the amount that would
have been paid if the policy provided for paid up benefits
after seven level annual premiums. The Code provides for
taxation of surrenders, partial surrenders, loans,
collateral assignments and other pre-death distributions
from modified endowment contracts in the same way annuities
are taxed. Modified endowment contract distributions are
defined by the Code as amounts not received as an annuity
and are taxable to the extent the cash value of the policy
exceeds, at the time of distribution, the premiums paid into
the policy. A 10% tax penalty generally applies to the
taxable portion of such distributions unless the Policy
Owner is over age 59 1/2 or disabled.
It may not be advantageous to replace existing insurance
with Policies described in this Prospectus. It may also be
disadvantageous to purchase a Policy to obtain additional
insurance protection if the purchaser already owns another
variable life insurance policy.
The Policies offered by this Prospectus may or may not be
issued as modified endowment contracts. The Company will
monitor premiums paid and will notify the Policy Owner when
the Policy's non-modified endowment contract status is in
jeopardy. If a Policy is not a modified endowment contract,
a cash distribution during the first 15 years after a Policy
is issued which causes a reduction in death benefits may
still become fully or partially taxable to the Owner
pursuant to Section 7702(f)(7) of the Code. The Policy Owner
should carefully consider this potential effect and seek
further information before initiating any changes in the
terms of the Policy. Under certain conditions, a Policy may
become a modified endowment contract as a result of a
material change or a reduction in benefits as defined by
Section 7702A(c) of the Code.
In addition to meeting the tests required under Section 7702
and Section 7702A, Section 817(h) of the Code requires that
the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the
Secretary of the Treasury set the standards for measuring
the adequacy of this diversification. A variable life
insurance policy not adequately diversified under these
regulations would not be treated as life insurance under
Section 7702 of the Code. To be adequately diversified, each
Sub-Account of the Variable Account must meet certain tests.
The Company believes the Variable Account investments meet
the applicable diversification standards.
Should the Secretary of the Treasury issue additional rules
or regulations limiting the number of funds, transfers
between funds, exchanges of funds or changes in investment
objectives of funds such that the Policy would no longer
qualify as life insurance under Section 7702 of the Code,
the Company will take whatever steps are available to remain
in compliance.
The Company will monitor compliance with these regulations
and, to the extent necessary, will change the objectives or
assets of the Sub-Account investments to remain in
compliance.
A total surrender or termination of the Policy by lapse may
have adverse tax consequences. If the amount received by the
Policy Owner plus total Policy indebtedness exceeds the
premiums paid into the Policy, the excess will generally be
treated as taxable income, regardless of whether or not the
Policy is a modified endowment contract.
28
<PAGE>
Federal estate and state and local estate, inheritance and
other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Policy Owner or
Beneficiary.
TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under the
Code. Since the Variable Account is not a separate entity
from the Company and its operations form a part of the
Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code.
Investment income and realized capital gains on the assets
of the Variable Account are reinvested and taken into
account in determining the value of Accumulation Units.
The Company does not initially expect to incur any Federal
income tax liability that would be chargeable to the
Variable Account. Based upon these expectations, no charge
is currently being made against the Variable Account for
federal income taxes. If, however, the Company determines
that on a separate company basis such taxes may be incurred,
it reserves the right to assess a charge for such taxes
against the Variable Account.
The Company may also incur state and local taxes in addition
to premium taxes in several states. At present, these taxes
are not significant. If they increase, however, additional
charges for such taxes may be made.
SECTION 848 CHARGES
The 3.5% premium load is assessed to cover state taxes and
federal income tax liabilities incurred by the Company. This
load is made up of 2.35% for state taxes and 1.15% for the
additional federal income tax burden under Section 848 of
the Code relating to the tax treatment of deferred
acquisition costs. The 1.15% charge for federal income tax
liabilities is reasonable in relation to the Company's
increased taxes under this Section of the Code.
OTHER CONSIDERATIONS
The foregoing discussion is general and is not intended as
tax advice. Counsel and other competent advisers should be
consulted for more complete information. This discussion is
based on the Company's understanding of Federal income tax
laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the
likelihood of continuation of these current laws and
interpretations.
OTHER MATTERS
DIRECTORS AND OFFICERS OF THE COMPANY
The following persons are Directors and officers of the
Company. The address of each is 900 Cottage Grove Road,
Hartford, CT 06152 and each has been employed by the Company
for more than five years except Mr. Jones, Mr. Alexander and
Dr. Schaffer. Prior to February 1994, Mr. Jones was
Executive Vice President, Chief Administrative Officer,
Chief Operating Officer and Director, NAC Re Corporation and
NAC Reinsurance Corporation (Chief Operating Officer of NAC
Re Corporation beginning June 1993). Prior to December 1994,
Mr. Alexander was Director, Human Development, E.I. Dupont
De Nemours, Inc. Prior to May 1993, Dr. Schaffer was Vice
President, Professional Affairs, Aetna Health Plans, Aetna
Life & Casualty.
29
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND ADDRESS WITH THE COMPANY
- ------------------------------ -----------------------------------
<S> <C>
Thomas C. Jones President
(Principal Executive Officer)
James T. Kohan Vice President and Actuary
(Principal Financial Officer)
Robert Moose Vice President
(Principal Accounting Officer)
David C. Kopp Corporate Secretary
Andrew G. Helming Secretary
Stephen C. Stachelek Vice President and Treasurer
Harold W. Albert Director
S. Tyrone Alexander Director and Senior Vice President
Martin A. Brennan Director and Senior Vice President
Robert W. Burgess Director
John G. Day Director and Chief Counsel
Joseph M. Fitzgerald Director and Senior Vice President
H. Edward Hanway Director and Chairman of the Board
Arthur C. Reeds, III Director and Senior Vice President
Patricia L. Rowland Director and Senior Vice President
W. Allen Schaffer, M.D. Director and Senior Vice President
John Wilkinson Director, Senior Vice President and
Chief Financial Officer
</TABLE>
DISTRIBUTION OF POLICIES
The Policies will be sold by licensed insurance agents in
those states where the Policies may lawfully be sold. Such
agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers,
Inc. (NASD). The Policies will be distributed by the
Company's principal underwriter, CIGNA Financial Advisors,
Inc. ("CFA"), located at 900 Cottage Grove Road, Bloomfield,
CT. CFA is a Connecticut corporation organized in 1967, and
is the principal underwriter for the Company's other
registered separate accounts.
Gross first year commissions paid by the Company, including
expense reimbursement allowances, on the sale of these
Policies are not more than 12.6% of Premium Payments. Gross
renewal commissions paid by the Company will not exceed 5.4%
of Premium Payments, and will not be paid after the tenth
Policy Year.
CHANGES OF INVESTMENT POLICY
The Company may materially change the investment policy of
the Variable Account. The Company must inform the Policy
Owners and obtain all necessary regulatory approvals. Any
change must be submitted to the various state insurance
departments which shall disapprove it if deemed detrimental
to the interests of the Policy Owners or if it renders the
Company's operations hazardous to the public. If a Policy
Owner objects, the Policy may be converted to a
substantially comparable fixed benefit life insurance policy
offered by the Company on the life of the Insured. The
Policy Owner has the later of 60 days (6 months in
Pennsylvania) from the date of the investment policy change
or 60 days (6 months in Pennsylvania) from being informed of
such change to make this conversion. The Company will not
require evidence of insurability for this conversion.
30
<PAGE>
The new policy will not be affected by the investment
experience of any separate account. The new policy will be
for an amount of insurance not exceeding the Death Benefit
of the Policy converted on the date of such conversion.
OTHER CONTRACTS ISSUED BY THE COMPANY
The Company does presently and will, from time to time,
offer other variable annuity contracts and variable life
insurance policies with benefits which vary in accordance
with the investment experience of a separate account of the
Company.
STATE REGULATION
The Company is subject to the laws of Connecticut governing
insurance companies and to regulation by the Connecticut
Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year
covering the operation of the Company for the preceding year
and its financial condition as of the end of such year.
Regulation by the Insurance Department includes periodic
examination to determine the Company's contract liabilities
and reserves so that the Insurance Department may certify
the items are correct. The Company's books and accounts are
subject to review by the Insurance Department at all times
and a full examination of its operations is conducted
periodically by the Connecticut Department of Insurance.
Such regulation does not, however, involve any supervision
of management or investment practices or policies.
REPORTS TO POLICY OWNERS
The Company maintains Policy records and will mail to each
Policy Owner, at the last known address of record, an annual
statement showing the amount of the current Death Benefit,
the Accumulation Value, and Surrender Value, premiums paid
and monthly charges deducted since the last report, the
amounts invested in the Fixed Account and in the Variable
Account and in each Sub-Account of the Variable Account, and
any Loan Account Value.
Policy Owners will also be sent annual reports containing
financial statements for the Variable Account and annual and
semi-annual reports of the Funds as required by the 1940
Act.
In addition, Policy Owners will receive statements of
significant transactions, such as changes in Specified
Amount, changes in Death Benefit Option, changes in future
premium allocation, transfers among Sub-Accounts, Premium
Payments, loans, loan repayments, reinstatement and
termination.
ADVERTISING
The Company is also ranked and rated by independent
financial rating services, including Moody's, Standard &
Poor's, Duff & Phelps and A.M. Best Company. The purpose of
these ratings is to reflect the financial strength or
claims-paying ability of the Company. The ratings are not
intended to reflect the investment experience or financial
strength of the Variable Account. The Company may advertise
these ratings from time to time. In addition, the Company
may include in certain advertisements, endorsements in the
form of a list of organizations, individuals or other
parties which recommend the Company or the Policies.
Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax
deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles
and general economic conditions.
31
<PAGE>
LEGAL PROCEEDINGS
There are no material legal or administrative proceedings
pending or known to be contemplated, other than ordinary
routine litigation incidental to the business, to which the
Company and the Variable Account are parties or to which any
of their property is subject. The principal underwriter,
CFA, is not engaged in any material litigation of any
nature.
EXPERTS
Actuarial opinions regarding Deferred Acquisition Cost Tax
(DAC Tax) and Mortality and Expense Charges included in this
Prospectus have been rendered by Michelle L. Kunzman, as
stated in the opinion filed as an Exhibit to the
Registration Statement given on the authority of Ms. Kunzman
as an expert in actuarial matters.
Legal matters in connection with the Policies described
herein are being passed upon by Robert A. Picarello, Esq.,
Chief Counsel, CIGNA Individual Insurance, 900 Cottage Grove
Road, Hartford, CT 06152 in the opinion filed as an Exhibit
to the Registration Statement given on his authority as an
expert in these matters.
The consolidated financial statements of Connecticut General
Life Insurance Company as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31,
1995 included in this Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts
in auditing and accounting. Price Waterhouse LLP's consent
to this reference to the firm as an "expert" is filed as an
exhibit to the registration statement of which this
Prospectus is a part.
REGISTRATION STATEMENT
A Registration Statement has been filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Policies offered hereby. This
Prospectus does not contain all the information set forth in
the Registration Statement and amendments thereto and
exhibits filed as a part thereof, to all of which reference
is hereby made for further information concerning the
Variable Account, the Company, and the Policies offered
hereby. Statements contained in this Prospectus as to the
content of Policies and other legal instruments are
summaries. For a complete statement of the terms thereof,
reference is made to such instruments as filed.
FINANCIAL STATEMENTS
There follow consolidated balance sheets of the Company and
its subsidiaries as of December 31, 1995 and 1994 and
related consolidated statements of income and retained
earnings and cash flows for the years ended December 31,
1995, 1994 and 1993.
The most current financial statements of the Company are
those as of the end of the most recent fiscal year. The
Company represents that there have been no adverse changes
in the financial condition or operations of the Company
between the end of 1995 and the date of this Prospectus.
These financial statements should be considered only as
bearing upon the ability of the Company to meet its
obligations under the Policies.
There also follow the financial statements of the Variable
Account as of and for the periods (as defined in the
financial statements) ended December 31, 1995.
32
<PAGE>
NORTHEAST INSURANCE SERVICES Telephone 860 240 2000
One Financial Plaza Facsimile 860 240 2282
Hartford, CT 06103
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
February 13, 1996
The Board of Directors and Shareholder
Connecticut General Life Insurance Company
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Connecticut
General Life Insurance Company and its subsidiaries at December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
[SIG]
33
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS)
- -----------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Premiums and fees................................................... $ 4,998 $ 4,960 $ 4,704
Net investment income............................................... 3,138 2,805 2,742
Realized investment gains (losses).................................. (7) 27 (65)
Other revenues...................................................... 9 8 15
--------- --------- ---------
Total revenues.................................................. 8,138 7,800 7,396
--------- --------- ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................ 5,892 5,574 5,215
Policy acquisition expenses......................................... 127 89 84
Other operating expenses............................................ 1,358 1,363 1,351
--------- --------- ---------
Total benefits, losses and expenses............................. 7,377 7,026 6,650
--------- --------- ---------
INCOME BEFORE INCOME TAXES.......................................... 761 774 746
--------- --------- ---------
Income taxes (benefits):
Current........................................................... 301 220 433
Deferred.......................................................... (44) 45 (197)
--------- --------- ---------
Total taxes..................................................... 257 265 236
--------- --------- ---------
NET INCOME.......................................................... 504 509 510
Dividends declared.................................................. (252) (300) (190)
Retained earnings, beginning of year................................ 2,968 2,759 2,439
--------- --------- ---------
RETAINED EARNINGS, END OF YEAR...................................... $ 3,220 $ 2,968 $ 2,759
- -----------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
34
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS)
- ------------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale, at fair value (amortized cost, $20,031; $8,571)... $ 22,046 $ 8,324
Held to maturity, at amortized cost (fair value, $10,075)............. -- 10,061
Mortgage loans.......................................................... 10,218 8,975
Equity securities, at fair value (cost, $54; $109)...................... 66 119
Policy loans............................................................ 6,925 5,237
Real estate............................................................. 1,158 1,442
Other long-term investments............................................. 193 128
Short-term investments.................................................. 254 143
--------- ---------
Total investments................................................... 40,860 34,429
Cash and cash equivalents................................................. -- 80
Accrued investment income................................................. 626 578
Premiums and accounts receivable.......................................... 991 911
Reinsurance recoverables.................................................. 1,258 2,533
Deferred policy acquisition costs......................................... 689 700
Property and equipment, net............................................... 319 346
Current income taxes...................................................... 21 119
Deferred income taxes, net................................................ 403 661
Goodwill.................................................................. 503 518
Other assets.............................................................. 149 135
Separate account assets................................................... 18,177 14,498
- ------------------------------------------------------------------------------------------------
Total............................................................... $ 63,996 $ 55,508
- ------------------------------------------------------------------------------------------------
--------------------
LIABILITIES
LIABILITIES
Contractholder deposit funds.............................................. $ 29,762 $ 26,696
Future policy benefits.................................................... 8,547 7,875
Unpaid claims and claim expenses.......................................... 1,151 1,096
Unearned premiums......................................................... 95 84
--------- ---------
Total insurance and contractholder liabilities...................... 39,555 35,751
Accounts payable, accrued expenses
and other liabilities..................................................... 1,872 1,632
Separate account liabilities.............................................. 18,075 14,427
- ------------------------------------------------------------------------------------------------
Total liabilities................................................... 59,502 51,810
- ------------------------------------------------------------------------------------------------
--------------------
CONTINGENCIES -- NOTE 9
SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding)....................................... 30 30
Additional paid-in capital................................................ 766 764
Net unrealized appreciation (depreciation) on investments................. 476 (66)
Net translation of foreign currencies..................................... 2 2
Retained earnings......................................................... 3,220 2,968
- ------------------------------------------------------------------------------------------------
Total shareholder's equity.......................................... 4,494 3,698
- ------------------------------------------------------------------------------------------------
Total............................................................... $ 63,996 $ 55,508
- ------------------------------------------------------------------------------------------------
--------------------
</TABLE>
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
35
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995 1994 1993
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................ $ 504 $ 509 $ 510
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Insurance liabilities........................................... (90) (249) 251
Reinsurance recoverables........................................ 1,201 282 (392)
Premiums and accounts receivable................................ 32 (188) 85
Deferred income taxes, net...................................... (44) 45 (197)
Other assets.................................................... (14) 68 54
Accounts payable, accrued expenses, other liabilities and
current income taxes........................................... 212 (192) 5
Other, net...................................................... 22 (24) (82)
--------- --------- ---------
Net cash provided by operating activities..................... 1,823 251 234
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
Fixed maturities -- available for sale.......................... 1,070 1,389 --
Fixed maturities -- held to maturity............................ -- 12 599
Mortgage loans.................................................. 383 496 1,004
Equity securities............................................... 119 41 41
Real Estate..................................................... 299 242 78
Other (primarily short-term investments)........................ 2,268 1,005 3,762
Investment maturities and repayments:
Fixed maturities--available for sale............................ 478 686 --
Fixed maturities--held to maturity.............................. 1,756 1,764 3,167
Mortgage loans.................................................. 420 194 202
Investments purchased:
Fixed maturities--available for sale............................ (3,054) (2,390) --
Fixed maturities--held to maturity.............................. (1,385) (1,788) (5,128)
Mortgage loans.................................................. (1,908) (882) (823)
Equity securities............................................... (20) (12) (112)
Policy loans.................................................... (2,129) (1,614) (1,561)
Other (primarily short-term investments)........................ (2,334) (1,093) (3,587)
Other, net........................................................ (119) (129) (48)
--------- --------- ---------
Net cash used in investing activities......................... (4,156) (2,079) (2,406)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit funds.... 7,489 6,388 7,537
Withdrawals and benefit payments from contractholder deposit
funds........................................................... (4,985) (4,216) (5,166)
Dividends paid to Parent.......................................... (252) (300) (190)
Other, net........................................................ 1 36 (30)
--------- --------- ---------
Net cash provided by financing activities................... 2,253 1,908 2,151
- ---------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents.............. (80) 80 (21)
Cash and cash equivalents, beginning of year...................... 80 -- 21
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year............................ $ -- $ 80 $ --
- ---------------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds............................... $ 211 $ 411 $ 352
Interest paid................................................... $ 7 $ 5 $ 5
- ---------------------------------------------------------------------------------------------------
</TABLE>
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
36
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF BUSINESS
Connecticut General Life Insurance Company and its subsidiaries (the Company)
provide insurance and related financial services throughout the United States
and in many locations worldwide. Principal products and services include group
life and health insurance, individual life insurance and annuity products, and
retirement and investment products and services.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A) BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of the Company and all significant subsidiaries. The Company is a
wholly-owned subsidiary of Connecticut General Corporation, which is an indirect
wholly-owned subsidiary of CIGNA Corporation (CIGNA). These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles, and reflect management's estimates and assumptions, such
as those regarding medical costs and interest rates, that affect the recorded
amounts. Significant estimates used in determining insurance and contractholder
liabilities, related reinsurance recoverables, and valuation allowances for
investment assets are discussed throughout the Notes to the Financial
Statements. Certain reclassifications have been made to prior years' amounts to
conform with the 1995 presentation.
B) RECENT ACCOUNTING PRONOUNCEMENTS: In 1993, the Company implemented
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 requires that
debt and equity securities be classified into different categories and carried
at fair value if they are not classified as held to maturity. During the fourth
quarter of 1995, the Financial Accounting Standards Board (FASB) issued a guide
to implementation of SFAS No. 115, which permits a one-time opportunity to
reclassify securities subject to SFAS No. 115. Consequently, the Company
reclassified all held-to-maturity securities to available-for-sale as of
December 31, 1995. The non-cash reclassification of these securities, which had
an aggregate amortized cost of $9.2 billion and fair value of $10.1 billion,
resulted in an increase of approximately $396 million, net of
policyholder-related amounts and deferred income taxes, in net unrealized
appreciation included in Shareholders' Equity as of December 31, 1995.
In 1993, the Financial Accounting Standards Board (FASB) issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which provides guidance on
the accounting and disclosure for impaired loans. In 1994, the FASB issued SFAS
No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition
and Disclosures," which eliminates the income recognition requirements of SFAS
No. 114. The Company adopted SFAS Nos. 114 and 118 in the first quarter of 1995,
which resulted in a $6 million increase in net income.
In 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires write-down to fair value when long-lived assets to be held and used are
impaired. Long-lived assets to be disposed of, including real estate held for
sale, must be carried at the lower of cost or fair value less costs to sell.
Depreciation of assets to be disposed of is prohibited. The Company will adopt
this standard in the first quarter of 1996. The effect on the Company's results
of operations, liquidity and financial condition is not expected to be material.
C) FINANCIAL INSTRUMENTS: In the normal course of business, the Company
enters into transactions involving various types of financial instruments,
including investments such as fixed maturities and equity securities and off-
balance-sheet financial instruments such as investment and loan commitments and
financial guarantees. These instruments have credit risk and also may be subject
to risk of loss due to interest rate and market fluctuations. The Company
evaluates and monitors each financial instrument individually and, where
appropriate, uses certain derivative instruments or obtains collateral or other
forms of security to minimize risk of loss.
See Note 12 for additional information on the fair value of financial
instruments.
D) INVESTMENTS: Investments in fixed maturities include bonds, asset-backed
securities, including collateralized mortgage obligations (CMOs), and redeemable
preferred stocks. Fixed maturities classified as held to maturity are
37
<PAGE>
carried at amortized cost, net of impairments, and those classified as available
for sale are carried at fair value, with unrealized appreciation or depreciation
included in Shareholder's Equity. Fixed maturities are considered impaired and
written down to fair value when a decline in value is considered to be other
than temporary.
Mortgage loans are carried principally at unpaid principal balances, net of
valuation reserves. Mortgage loans are considered impaired when it is probable
that the Company will be unable to collect all amounts according to the
contractual terms of the loan agreement. If impaired, a valuation reserve is
utilized when a decline in the fair value of the underlying collateral is below
the carrying value.
Fixed maturities and mortgage loans that are delinquent or restructured to
modify basic financial terms, typically to reduce the interest rate and, in
certain cases, extend the term, are placed on non-accrual status, and thereafter
interest income is recognized only when payment is received.
Real estate investments are either held for the production of income or held
for sale. Real estate investments held for the production of income are carried
at depreciated cost less valuation reserves when a decline in value is other
than temporary. Depreciation is generally calculated using the straight-line
method based on the estimated useful lives of the assets. Real estate
investments held for sale are generally those which are acquired through the
foreclosure of mortgage loans. These assets are valued at their fair value at
the time of foreclosure. The fair value is established as the new cost basis and
the asset acquired is reclassified from mortgage loans to real estate held for
sale. Subsequent to foreclosure, these investments are carried at the lower of
depreciated cost or current fair value less estimated costs to sell. Adjustments
to the carrying value as a result of changes in fair value subsequent to
foreclosure are recorded as valuation reserves and reported in realized
investment gains and losses. The Company considers several methods in
determining fair value for real estate acquired through foreclosure, with
greater emphasis placed on the use of discounted cash flow analyses and, in some
cases, the use of third-party appraisals. Assets held for sale are depreciated
using the straight-line method based on the estimated useful lives of the
assets.
Equity securities, which include common and non-redeemable preferred stocks,
are carried at fair value. Short-term investments are carried at fair value,
which approximates cost. Equity securities and short-term investments are
classified as available for sale.
Policy loans are generally carried at unpaid principal balances.
Realized investment gains and losses result from sales, investment asset
write-downs and changes in valuation reserves, after deducting amounts
attributable to experience-rated pension policyholders' contracts and
participating life policies ("policyholder share"). Generally, realized
investment gains and losses are based upon specific identification of the
investment assets.
Unrealized investment gains and losses, after deducting policyholder-related
amounts and net of deferred income taxes, if applicable, for investments carried
at fair value are included in Shareholder's Equity.
See Note 3(F) for a discussion of the Company's accounting policies for
derivative financial instruments.
E) CASH AND CASH EQUIVALENTS: Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
F) REINSURANCE RECOVERABLES: Reinsurance recoverables are estimates of
amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
deemed uncollectible.
G) DEFERRED POLICY ACQUISITION COSTS: Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Group life and a portion of group health
insurance business acquisition costs are deferred and amortized over the terms
of the insurance policies. Acquisition costs related to universal life products
and contractholder deposit funds are deferred and amortized in proportion to
total estimated gross profits over the expected life of the contracts.
Acquisition costs related to annuity and other life insurance businesses are
deferred and amortized, generally in proportion to the ratio of annual revenue
to the estimated total revenues over the contract periods.
Deferred acquisition costs are reviewed to determine if they are recoverable
from future income, including investment income. If such costs are estimated to
be unrecoverable, they are expensed. If such costs are estimated
38
<PAGE>
to be unrecoverable or are accelerated as a result of treating unrealized
investment gains and losses as though they had been realized, a deferred
acquisition cost valuation allowance may be established or adjusted, with a
comparable offset in net unrealized appreciation (depreciation).
H) PROPERTY AND EQUIPMENT: Property and equipment are carried at cost less
accumulated depreciation. When applicable, cost includes interest and real
estate taxes incurred during construction and other construction-related costs.
Depreciation is calculated principally on the straight-line method based on the
estimated useful lives of the assets. Accumulated depreciation was $387 million
and $333 million at December 31, 1995 and 1994, respectively.
I) OTHER ASSETS: Other Assets consists of various insurance-related assets,
principally ceded unearned premiums, reinsurance deposits and other amounts due
from affiliated companies.
J) GOODWILL: Goodwill represents the excess of the cost of businesses
acquired over the fair value of their net assets. These costs are amortized on
systematic bases over periods, not exceeding 40 years, that correspond with the
benefits estimated to be derived from the acquisitions. The Company evaluates
the carrying amount of goodwill by analyzing historical and estimated future
income and undiscounted estimated cash flows of the related businesses. Goodwill
is written down when impaired. Amortization periods are revised if it is
estimated that the remaining period of benefit of the goodwill has changed.
Accumulated amortization was $84 million and $70 million at December 31, 1995
and 1994, respectively.
K) SEPARATE ACCOUNTS: Separate account assets and liabilities are principally
carried at market value, with less than 5% carried at amortized cost, and
represent policyholder funds maintained in accounts having specific investment
objectives. The investment income, gains and losses of these accounts generally
accrue to the policyholders and, therefore, are not included in the Company's
net income.
L) CONTRACTHOLDER DEPOSIT FUNDS: Contractholder Deposit Funds are liabilities
for investment-related and universal life products which were $19.8 billion and
$10.0 billion, respectively, as of December 31, 1995, compared with $18.6
billion and $8.1 billion, respectively, as of December 31, 1994. These
liabilities consist of deposits received from customers and investment earnings
on their fund balances, less administrative charges and, for universal life fund
balances, mortality charges.
M) FUTURE POLICY BENEFITS: Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using premium assumptions for group annuity policies
and the net level premium method for individual life and annuity policies, and
are based upon estimates as to future investment yield, mortality and
withdrawals that include provisions for adverse deviation. Future policy
benefits for individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 11%, generally graded down after 10 to 30
years. Mortality, morbidity, and withdrawal assumptions are based on either the
Company's own experience or various actuarial tables.
N) UNPAID CLAIMS AND CLAIM EXPENSES: Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on insurance claims for reported
losses and estimates of losses incurred but not reported.
O) UNEARNED PREMIUMS: Premiums for group life, and accident and health
insurance are reported as earned on a pro rata basis over the contract period.
The unexpired portion of these premiums is recorded as Unearned Premiums.
P) OTHER LIABILITIES: Other Liabilities consists principally of
postretirement and postemployment benefits and various insurance-related
liabilities, including amounts related to reinsurance contracts. Also included
in Other Liabilities are liabilities for guaranty fund assessments that can be
reasonably estimated.
Q) TRANSLATION OF FOREIGN CURRENCIES: Foreign operations primarily utilize
the local currencies as their functional currencies, and assets and liabilities
are translated at the rates of exchange as of the balance sheet date. The
translation gain or loss on such functional currencies, net of applicable taxes,
is generally reflected in Shareholder's Equity. Revenues and expenses are
translated at the average rates of exchange prevailing during the year.
39
<PAGE>
R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES: Premiums for group life
and accident and health insurance are recognized as revenue on a pro rata basis
over their contract periods. Premiums for individual life and health insurance
as well as individual and group annuity products, excluding universal life and
investment-related products, are recognized as revenue when due. Benefits,
losses and expenses are matched with premiums.
Revenues for universal life products consist of net investment income and
mortality, administration and surrender fees assessed against the fund values
during the period. Benefit expenses for universal life products consist of
benefit claims in excess of fund values and interest credited to fund values.
Revenues for investment-related products consist of net investment income and
contract charges assessed against the fund values during the period. Benefit
expenses for investment-related products primarily consist of interest credited
to the fund values after deduction for investment and risk fees.
S) PARTICIPATING BUSINESS: Certain life insurance policies contain dividend
payment provisions that enable the policyholder to participate in the earnings
of the Company's business. The participating insurance in force accounted for
7.0% of total insurance in force at December 31, 1995, compared with 5.2% at
December 31, 1994 and 3.6% at December 31, 1993.
T) INCOME TAXES: The Company and its domestic subsidiaries are included in
the consolidated United States federal income tax return filed by CIGNA. In
accordance with a tax sharing agreement with CIGNA, the provision for federal
income tax is computed as if the Company were filing a separate federal income
tax return, except that benefits arising from tax credits and net operating and
capital losses are allocated to those subsidiaries producing such attributes to
the extent they are utilized in CIGNA's consolidated federal income tax
provision.
Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 6 for additional information.
NOTE 3 -- INVESTMENTS
A) FIXED MATURITIES: Fixed maturities are net of cumulative write-downs of
$103 million and $78 million, including policyholder share, as of December 31,
1995 and 1994, respectively.
As of December 31, 1995, all fixed maturities are classified as available for
sale and are carried at fair value. See Note 2(B) for additional information.
The amortized cost and fair value by contractual maturity periods for
available-for-sale fixed maturities (carried at fair value), including
policyholder share, as of December 31, 1995 were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Amortized Fair
(IN MILLIONS) Cost Value
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Due in one year or less.................................................. $ 944 $ 980
Due after one year through five years.................................... 5,260 5,566
Due after five years through ten years................................... 4,936 5,404
Due after ten years...................................................... 3,401 4,276
Asset-backed securities.................................................. 5,490 5,820
- ------------------------------------------------------------------------------------------------
Total.................................................................... $ 20,031 $ 22,046
- ------------------------------------------------------------------------------------------------
---------------------
</TABLE>
Actual maturities could differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Also, the Company may extend maturities in some cases.
40
<PAGE>
Gross unrealized appreciation (depreciation) for fixed maturities, including
policyholder share, by type of issuer was as follows:
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
December 31, 1995
- -----------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<CAPTION>
Amortized Fair
(IN MILLIONS) Cost Appreciation Depreciation Value
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds......................... $ 497 $ 300 $ -- $ 797
State and local government bonds................. 161 24 (1) 184
Foreign government bonds......................... 131 9 (1) 139
Corporate securities............................. 13,752 1,427 (73) 15,106
Asset-backed securities.......................... 5,490 371 (41) 5,820
- -----------------------------------------------------------------------------------------------------
Total............................................ $ 20,031 $ 2,131 $ (116) $ 22,046
- -----------------------------------------------------------------------------------------------------
--------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
December 31, 1995
- -----------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<CAPTION>
Amortized Fair
(IN MILLIONS) Cost Appreciation Depreciation Value
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Available for Sale (Carried at Fair Value)
Federal government bonds......................... $ 393 $ 35 $ (13) $ 415
State and local government bonds................. 48 -- (4) 44
Foreign government bonds......................... 135 1 (6) 130
Corporate securities............................. 5,042 84 (244) 4,882
Asset-backed securities.......................... 2,953 98 (198) 2,853
- -----------------------------------------------------------------------------------------------------
Total............................................ $ 8,571 $ 218 $ (465) $ 8,324
- -----------------------------------------------------------------------------------------------------
--------------------------------------------------
Held to Maturity (Carried at Amortized Cost)
State and local government bonds................. $ 61 $ 4 $ (1) $ 64
Foreign government bonds......................... 49 1 (1) 49
Corporate securities............................. 8,088 293 (232) 8,149
Asset-backed securities.......................... 1,863 46 (96) 1,813
- -----------------------------------------------------------------------------------------------------
Total............................................ $ 10,061 $ 344 $ (330) $ 10,075
- -----------------------------------------------------------------------------------------------------
--------------------------------------------------
</TABLE>
Asset-backed securities include investments in CMOs as of December 31, 1995 of
$2.1 billion carried at fair value (amortized cost, $2.0 billion). As of
December 31, 1994, investments in CMOs consisted of $1.5 billion carried at fair
value (amortized cost, $1.6 billion), and $150 million carried at amortized cost
(fair value, $160 million). Certain of these securities are backed by
Aaa/AAA-rated government agencies. All other CMO securities have high quality
standards through use of credit enhancement provided by subordinated securities
or mortgage insurance from an Aaa/AAA-rated insurance company. CMO holdings are
concentrated in securities with limited prepayment, extension and default risk,
such as planned amortization class bonds. The Company's investments in
interest-only and principal-only CMOs, which are also subject to interest rate
risk resulting from accelerated prepayments, represented approximately 2% and 6%
of total CMO investments at December 31, 1995 and 1994, respectively.
41
<PAGE>
At December 31, 1995, contractual fixed maturity investment commitments
approximated $229 million. The majority of investment commitments are for the
purchase of investment grade fixed maturities, bearing interest at a fixed
market rate, and require no collateral. These commitments are diversified by
issuer and maturity date, and it is estimated that the full amount will be
disbursed in 1996, with the majority occurring within the first three months.
B) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS: Short-term investments and
cash equivalents, in the aggregate, included debt securities, principally
corporate securities of $259 million and $323 million and federal government
securities of $70 million and $7 million at December 31, 1995 and 1994,
respectively, and foreign government securities of $1 million at December 31,
1994.
C) MORTGAGE LOANS AND REAL ESTATE: The Company's mortgage loans and real
estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally approximate 80% of the property's value at the time the
original loan is made.
At December 31, the carrying values of mortgage loans and real estate
investments, including policyholder share, were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage Loans............................................................ $ 10,218 $ 8,975
--------- ---------
Real estate:
Held for sale............................................................. 671 760
Held for production of income............................................. 487 682
--------- ---------
Total real estate......................................................... 1,158 1,442
- ------------------------------------------------------------------------------------------------
Total..................................................................... $ 11,376 $ 10,417
- ------------------------------------------------------------------------------------------------
--------------------
</TABLE>
Valuation reserves for mortgage loans, including policyholder share, were $82
million and $115 million as of December 31, 1995 and 1994, respectively.
Valuation reserves and cumulative write-downs related to real estate, including
policyholder share, were $310 million and $309 million as of December 31, 1995
and 1994, respectively.
During 1995, 1994 and 1993, non-cash investing activities included real estate
acquired through foreclosure of mortgage loans, which totaled $144 million, $127
million and $458 million, respectively.
At December 31, mortgage loans and real estate investments comprised the
following property types and geographic regions:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Property type:
Office buildings........................................................ $ 4,493 $ 4,092
Retail facilities....................................................... 4,327 3,867
Hotels.................................................................. 711 819
Apartment buildings..................................................... 1,246 997
Other................................................................... 599 642
- ------------------------------------------------------------------------------------------------
Total..................................................................... $ 11,376 $ 10,417
- ------------------------------------------------------------------------------------------------
--------------------
Geographic region:
Central................................................................. $ 4,032 $ 3,664
Pacific................................................................. 2,580 2,558
Middle Atlantic......................................................... 1,951 1,652
South Atlantic.......................................................... 1,647 1,585
New England............................................................. 1,166 958
- ------------------------------------------------------------------------------------------------
Total..................................................................... $ 11,376 $ 10,417
- ------------------------------------------------------------------------------------------------
--------------------
</TABLE>
At December 31, 1995, scheduled mortgage loan maturities were as follows: 1996
- -- $1.1 billion; 1997 -- $1 billion; 1998 -- $750 million; 1999 -- $1.3 billion;
2000 -- $1.6 billion; and $4.5 billion thereafter. Actual
42
<PAGE>
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties, and loans
may be refinanced. During 1995 and 1994, the Company refinanced approximately
$379 million and $600 million, respectively, of its mortgage loans relating to
borrowers that were unable to obtain alternative financing.
At December 31, 1995, the Company's total investment in impaired mortgage
loans was $838 million, including $447 million, before valuation reserves
totaling $82 million, and $391 million, which had no valuation reserves. During
1995, valuation reserves for mortgage loans, including policyholder share,
decreased from $127 million as of December 31, 1994 to $82 million as of
December 31, 1995. The net decrease for the year reflects: (1) $27 million of
mortgage loan reserves transferred to foreclosed real estate, (2) $33 million of
charge-offs, and (3) a $15 million net increase in valuation reserves.
During 1995, the average total investment in impaired mortgage loans, before
valuation reserves, was approximately $935 million, and interest income recorded
and cash received on these loans was approximately $71 million.
At December 31, 1995, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $580 million, all
of which were at a fixed market rate of interest. These commitments expire
within three months, and are diversified by property type and geographic region.
D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS: Unrealized
appreciation (depreciation) for investments carried at fair value as of December
31 were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Unrealized appreciation:
Fixed maturities........................................................... $ 2,131 $ 218
Equity securities.......................................................... 23 22
--------- ---------
2,154 240
--------- ---------
Unrealized depreciation:
Fixed maturities........................................................... (116) (465)
Equity securities.......................................................... (11) (12)
--------- ---------
(127) (477)
--------- ---------
Less policyholder-related amounts............................................ 1,279 (141)
--------- ---------
Shareholder net unrealized appreciation (depreciation)....................... 748 (96)
Less deferred income taxes (benefits)........................................ 272 (30)
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)................................... $ 476 $ (66)
- ---------------------------------------------------------------------------------------------------
--------------------
</TABLE>
Net unrealized appreciation (depreciation) for investments carried at fair
value is included as a separate component of Shareholders' Equity, net of
policyholder-related amounts and deferred income taxes. The net unrealized
appreciation (depreciation) for these investments, primarily fixed maturities,
during 1995, 1994 and 1993 was $542 million, ($494) million and $423 million,
respectively.
During 1995, 1994 and 1993, the net unrealized appreciation (depreciation) for
fixed maturities that were carried at amortized cost in the financial statements
was ($14) million, ($1.2) billion and $129 million, respectively.
E) NON-INCOME PRODUCING INVESTMENTS: At December 31, the carrying values of
investments that were non-income producing during the preceding 12 months,
including policyholder share, were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Fixed maturities............................................................... $ 75 $ 71
Mortgage loans................................................................. 17 81
Real estate.................................................................... 234 280
- -----------------------------------------------------------------------------------------------------
Total.......................................................................... $ 326 $ 432
- -----------------------------------------------------------------------------------------------------
--------------------
</TABLE>
43
<PAGE>
F) DERIVATIVE FINANCIAL INSTRUMENTS: The Company's investment strategy is to
manage the characteristics of investment assets, such as liquidity, currency,
yield and duration, to reflect the underlying characteristics of the related
insurance and contractholder liabilities, which vary among the Company's
principal product lines. In connection with this investment strategy, the
Company uses derivative instruments through hedging applications to manage
market risk.
Generally, the Company uses interest rate swap contracts to create, when
combined with cash flows from variable rate bonds, fixed rate cash flows that
meet its portfolio investment strategy. Currency swaps are used to match the
currency of individual investments to that of the associated liabilities.
Interest rate futures are used to temporarily hedge against changes in market
values of bonds and mortgage loans to be purchased or sold, and stock index
futures may be used to hedge the temporary cash position of equity accounts.
Interest rate futures also are used to hedge interest rate risk associated with
withdrawals by contractholders over a scheduled time period.
Cash requirements arise as a result of the Company's derivative activities.
Under interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed rate and variable rate
interest amounts calculated by reference to an agreed-upon notional principal
amount. Under futures contracts, initial margin requirements are settled with
cash or other instruments and changes in the contract values are settled in cash
daily with the exchange on which the instrument is traded. Under currency swaps,
the parties generally exchange a principal amount in the two relevant
currencies, agreeing to re-exchange principal amounts at a specified future date
using an agreed-upon exchange rate, and agreeing to periodically exchange
amounts equal to interest payments using the agreed-upon exchange rate.
Because the Company's use of derivatives is limited to hedging applications,
changes in the market value of the derivatives are substantially offset by
changes in the market value of the hedged assets or underlying liabilities,
minimizing market risk. The Company routinely monitors, by individual
counterparty, exposure to credit risk associated with swap contracts. Futures
contracts are exchange-traded and, therefore, credit risk is limited since the
exchange assumes the obligations. The Company manages legal risks by following
industry standardized documentation procedures, by monitoring legal developments
and, consistent with its credit exposure policies, by limiting risks associated
with counterparty failure by diversifying the swaps portfolio among approved
dealers of high credit quality.
Changes in the market value of futures contracts that qualify for hedge
accounting are deferred and recorded as adjustments to the carrying value of the
related bond or mortgage loan. Deferred gains and losses are amortized into net
investment income over the life of the investments purchased or recognized in
full as realized investment gains and losses in the event that the investment or
futures contract is sold prior to maturity. Futures contracts totaled $22
million and $142 million as of December 31, 1995 and 1994, respectively, and
were accounted for as hedges. At December 31, 1995, gains and losses on futures
contracts deferred in anticipation of investment purchases were $4 million and
$1 million, respectively. At December 31, 1994, gains and losses on futures
contracts deferred in anticipation of investment purchases were $1 million and
$3 million, respectively.
Net interest received or paid on an interest rate swap contract is recognized
currently as an adjustment to net investment income. The fair value of interest
rate swap contracts is reported as an adjustment to the fair value of the
related investment. Underlying notional principal amounts associated with
interest rate swap contracts outstanding were $508 million and $596 million at
December 31, 1995 and 1994, respectively.
The interest payment cash flows received in U.S. dollars from currency swaps
related to foreign currency denominated investment securities (primarily
Canadian dollars, pound sterling, Swiss francs and Japanese yen) are recognized
as net investment income when received. The fair value of currency swaps is
reported as an adjustment to the fair value of the related investment.
Underlying principal amounts associated with currency swap contracts outstanding
were $335 million and $325 million at December 31, 1995 and 1994, respectively.
As of December 31, 1995 and 1994, respectively, the Company's variable rate
investments consisted of approximately $1.4 billion and $810 million of fixed
maturities, respectively. As of December 31, 1995 and 1994, the Company's fixed
rate investments consisted of $20.6 billion and $17.6 billion, respectively, of
fixed maturities and $10 billion and $9 billion, respectively, of mortgage
loans. As a result of recognizing amortization of deferred market value changes
in futures contracts, net investment income on bonds and mortgage loans was
increased by $10 million and $1 million, respectively, for the year ended
December 31, 1995 and by $7 million and $1 million,
44
<PAGE>
respectively, for the year ended December 31, 1994. In addition, the increase in
net investment income for bonds resulting from interest rate swap contracts was
$3 million, $12 million and $19 million for 1995, 1994 and 1993, respectively.
G) OTHER: As of December 31, 1995 and 1994, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
NOTE 4 -- INVESTMENT INCOME AND GAINS AND LOSSES
A) NET INVESTMENT INCOME: The components of net investment income, including
policyholder share, for the year ended December 31 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturities.................................................... $ 1,669 $ 1,596 $ 1,547
Mortgage loans...................................................... 866 776 892
Equity securities................................................... 15 20 16
Policy loans........................................................ 499 365 253
Real estate......................................................... 301 291 238
Other long-term investments......................................... 33 23 20
Short-term investments.............................................. 40 8 18
--------- --------- ---------
3,423 3,079 2,984
Less investment expenses............................................ 285 274 242
- -----------------------------------------------------------------------------------------------------
Net investment income............................................... $ 3,138 $ 2,805 $ 2,742
- -----------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
Net investment income attributable to policyholder contracts, which is
included in the Company's revenues and is primarily offset by amounts included
in Benefits, Losses and Settlement Expenses, was approximately $1.8 billion,
$1.5 billion and $1.6 billion for 1995, 1994 and 1993, respectively. Net
investment income for separate accounts, which is not reflected in the Company's
revenues, was $885 million, $693 million and $604 million for December 31, 1995,
1994 and 1993, respectively.
As of December 31, 1995, fixed maturities and mortgage loans on non-accrual
status, including policyholder share, were $149 million and $523 million,
including restructured investments of $105 million and $447 million,
respectively. Amounts on non-accrual status as of December 31, 1994 were $272
million of fixed maturities and $743 million of mortgage loans, including
restructurings of $148 million and $543 million, respectively. If interest on
these investments had been recognized in accordance with their original terms,
net income would have been increased by $12 million, $14 million and $17 million
in 1995, 1994 and 1993, respectively.
B) REALIZED INVESTMENT GAINS AND LOSSES: Realized gains and losses on
investments, excluding policyholder share, for the year ended December 31 were
as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Realized investment gains (losses):
Fixed maturities....................................................... $ (10) $ 4 $ 28
Mortgage loans......................................................... (5) -- (5)
Equity securities...................................................... 5 2 (5)
Real estate............................................................ 4 15 (66)
Other.................................................................. (1) 6 (17)
--- --- ---
(7) 27 (65)
Income tax (benefits) expenses........................................... (2) 12 (16)
- ----------------------------------------------------------------------------------------------------------------
Net realized investment gains (losses)................................... $ (5) $ 15 $ (49)
- ----------------------------------------------------------------------------------------------------------------
--------------------
</TABLE>
Impairments in the value of investments, net of recoveries, that are included
in realized investment gains and losses were $27 million, $33 million and $55
million in 1995, 1994 and 1993, respectively.
45
<PAGE>
Realized investment gains (losses) for separate accounts, which are not
reflected in the Company's revenues, were $412 million, ($51) million and $612
million for the years ended December 31, 1995, 1994 and 1993, respectively.
Realized investment (losses) attributable to policyholder contracts, which also
are not reflected in the Company's revenues, were ($6) million and ($5) million
for the years ended December 31, 1995 and 1993, respectively. Realized
investment gains (losses) attributable to policyholder contracts were zero for
the year ended December 31, 1994.
Sale of available-for-sale fixed maturities and equity securities, including
policyholder share, for the year ended December 31 were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Proceeds from sales....................................................... $ 1,667 $ 2,116
Gross gains on sales...................................................... $ 78 $ 73
Gross losses on sales..................................................... $ (53) $ (70)
- ------------------------------------------------------------------------------------------------
--------------------
</TABLE>
Prior to the SFAS No. 115 reclassification described in Note 2(B), $171
million of fixed maturities classified as held-to-maturity, including
policyholder share, were transferred to the available-for-sale category in 1995
resulting in the recognition in Shareholder's Equity of unrealized depreciation
of $15 million, net of policyholder-related amounts and deferred income taxes.
During 1994, the Company sold $14 million of held-to-maturity fixed maturities,
including policyholder share, resulting in gross proceeds of $12 million and a
pre-tax realized loss of $2 million. In addition, in 1994 $82 million of fixed
maturities classified as held-to-maturity, including policyholder share, were
transferred to the available-for-sale category at fair value, which was not
significantly different from the carrying value. The sales of fixed maturities
classified as held to maturity and the transfer of such securities to the
available-for-sale category were the result of significant credit deterioration
of the issuers of the affected investments.
Prior to adoption of SFAS No. 115, proceeds from voluntary sales of
investments in fixed maturities, including policyholder share, were $599 million
in 1993. Such sales resulted in gross realized gains and gross realized
(losses), including policyholder share, of $36 million and ($3) million,
respectively. These amounts exclude the effects of sales of fixed maturities
that, prior to the implementation of SFAS No. 115, were classified as short-term
investments.
NOTE 5 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those amounts determined in conformity with
statutory accounting practices prescribed or permitted by the Department, which
differ in certain respects from generally accepted accounting principles. As of
December 31, 1994, there were no permitted accounting practices utilized by the
Company that were materially different from those prescribed by the Department.
Capital stock of the Company at December 31, 1995 and 1994 consisted of
5,978,322 shares of common stock authorized, issued and outstanding (par value
$5.00).
The Company's statutory net income was $390 million, $428 million and $397
million for 1995, 1994 and 1993, respectively. Statutory surplus was $2.1
billion and $2.0 billion at December 31, 1995 and 1994, respectively. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without prior approval of the Insurance Commissioner. Under current
law, the maximum dividend distribution that may be made by the Company during
1996 without prior approval is $432 million. The amount of restricted net assets
as of December 31, 1995 was approximately $4.1 billion.
46
<PAGE>
NOTE 6 -- INCOME TAXES
The Company's net deferred tax asset of $403 million and $661 million as of
December 31, 1995 and 1994, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
In accordance with the Life Insurance Company Income Tax Act of 1959, a
portion of the Company's statutory income was not subject to current income
taxation but was accumulated in an account designated Policyholders' Surplus
Account. Under the Tax Reform Act of 1984, no further additions may be made to
the Policyholders' Surplus Account for tax years ending after December 31, 1983.
The balance in the account of approximately $450 million at December 31, 1995
would result in a tax liability of $158 million, only if distributed to the
shareholders or if the account balance exceeded a prescribed maximum. No income
taxes have been provided on this amount because, in management's opinion, the
likelihood that these conditions will be met is remote.
CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service (IRS), and provisions are made in CIGNA's financial statements
in anticipation of the results of these audits. In management's opinion,
adequate tax liabilities have been established for all years.
The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Insurance and contractholder liabilities.................................. $ 324 $ 337
Employee and retiree benefit plans........................................ 176 175
Investments, net.......................................................... 225 220
Unrealized depreciation on investments.................................... -- 30
Other..................................................................... 72 71
--------- ---------
Total deferred tax assets................................................. 797 833
--------- ---------
Deferred tax liabilities:
Policy acquisition expenses............................................... 25 60
Depreciation.............................................................. 97 102
Unrealized appreciation on investments.................................... 272 --
Other..................................................................... -- 10
--------- ---------
Total deferred tax liabilities............................................ 394 172
- --------------------------------------------------------------------------------------------------
Deferred income taxes, net................................................ $ 403 $ 661
- --------------------------------------------------------------------------------------------------
--------------------
</TABLE>
Total income tax expense was less than the amount computed using the nominal
federal income tax rate of 35% for the following reasons:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax expense at nominal rate.............................................. $ 266 $ 271 $ 261
Tax-exempt interest income............................................... (6) (7) (6)
Dividends received deduction............................................. (7) (3) (4)
Amortization of goodwill................................................. 4 4 5
Resolved federal tax audit issues........................................ -- (2) (3)
Increase in deferred tax asset for tax rate change....................... -- -- (13)
Other, net............................................................... -- 2 (4)
- ----------------------------------------------------------------------------------------------------------
Total income tax expense................................................. $ 257 $ 265 $ 236
- ----------------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
47
<PAGE>
Temporary and other differences which resulted in the deferred tax expense
(benefit) for the year ended December 31 were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance and contractholder liabilities............................... $ 13 $ 93 $ (80)
Policy acquisition expenses............................................ (35) (8) (39)
Investments, net....................................................... (21) (19) (36)
Employee and retiree benefit plans..................................... (1) (9) (16)
Realized investment (gains) losses..................................... 16 (20) (24)
Other.................................................................. (16) 8 (2)
- --------------------------------------------------------------------------------------------------------
Deferred taxes (benefits).............................................. $ (44) $ 45 $ (197)
- --------------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
NOTE 7 -- PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS
A) PENSION PLANS: The Company provides retirement benefits to eligible
employees and agents. These benefits are provided through a plan sponsored by
CIGNA covering most domestic employees (the Plan) and by several separate
pension plans for various subsidiaries, agents and foreign employees.
The Plan is a non-contributory, defined benefit, trusteed plan available to
eligible domestic employees. Benefits are based on employees' years of service
and compensation during the highest three or, if service commenced after
December 31, 1988, five consecutive years of employment, offset by a portion of
the Social Security benefit for which they are eligible. CIGNA funds at least
the minimum amount required by the Employee Retirement Income Security Act of
1974. Allocated pension cost for the Company was $23 million, $31 million and
$27 million in 1995, 1994 and 1993, respectively.
The Plan, and several separate pension plans for various subsidiaries and
agents, had deposits with the Company totalling approximately $2.0 billion and
$1.7 billion at December 31, 1995 and 1994, respectively.
B) OTHER POSTRETIREMENT BENEFITS PLANS: In addition to providing pension
benefits, the Company provides certain health care and life insurance benefits
to retired employees, spouses and other eligible dependents through various
plans sponsored by CIGNA. A substantial portion of the Company's employees may
become eligible for these benefits upon retirement. CIGNA's contributions for
health care benefits depend upon a retiree's date of retirement, age, years of
service and other cost-sharing features, such as deductibles and coinsurance.
Under the terms of the benefit plans, benefit provisions and cost-sharing
features can be adjusted. In general, retiree health care benefits are not
funded by CIGNA, but are paid as covered expenses are incurred. Retiree life
insurance benefits are paid from plan assets or as covered expenses are
incurred.
An employer's postretirement benefit liability is primarily measured by
determining the present value of the projected future costs of health benefits
based on an estimate of health care cost trend rates. Expense for postretirement
benefits other than pensions allocated to the Company totalled $20 million for
1995, $28 million for 1994 and $15 million for 1993. The other postretirement
benefit liability included in Accounts Payable, Accrued Expenses and Other
Liabilities as of December 31, 1995 and 1994 was $427 million and $422 million,
including net intercompany payables of $28 million and $29 million,
respectively, for services provided by affiliates' employees.
C) OTHER POSTEMPLOYMENT BENEFITS: The Company provides certain salary
continuation (severance and disability), health care and life insurance benefits
to inactive and former employees, spouses and other eligible dependents through
various employee benefit plans sponsored by CIGNA.
Although severance benefits accumulate with additional service, the Company
recognizes severance expense when severance is probable and the costs can be
reasonably estimated. Postemployment benefits other than severance generally do
not vest or accumulate; therefore, the estimated cost of benefits is accrued
when determined to be probable and estimable, generally upon disability or
termination. See Note 8 for additional information regarding severance accrued
as part of cost reduction initiatives.
D) CAPITAL ACCUMULATION PLANS: CIGNA sponsors various capital accumulation
plans in which employee contributions on a pre-tax basis (401(k)) are
supplemented by CIGNA matching contributions. Contributions are
48
<PAGE>
invested, at the election of the employee, in one or more of the following
investments: CIGNA common stock fund, several non-CIGNA stock and bond
portfolios and a fixed-income fund. The Company's expense for such plans totaled
$14 million for 1995 and 1994 and $13 million for 1993.
NOTE 8 -- SEGMENT INFORMATION
The Company operates principally in three segments: Employee Life and Health
Benefits, Employee Retirement and Savings Benefits, and Individual Financial
Services. Other Operations consists principally of the results of the Company's
settlement annuity business.
Summarized financial information with respect to the business segments for the
year ended and as of December 31 was as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Employee Life and Health Benefits................................ $ 4,243 $ 4,194 $ 3,811
Employee Retirement and Savings Benefits......................... 1,914 1,887 2,044
Individual Financial Services.................................... 1,800 1,546 1,351
Other Operations................................................. 181 173 190
- --------------------------------------------------------------------------------------------------
Total............................................................ $ 8,138 $ 7,800 $ 7,396
- --------------------------------------------------------------------------------------------------
-------------------------------
- --------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- --------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES
Employee Life and Health Benefits................................ $ 294 $ 323 $ 378
Employee Retirement and Savings Benefits......................... 232 258 172
Individual Financial Services.................................... 252 237 198
Other Operations................................................. (17) (44) (2)
- --------------------------------------------------------------------------------------------------
Total............................................................ $ 761 $ 774 $ 746
- --------------------------------------------------------------------------------------------------
-------------------------------
- --------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- --------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Employee Life and Health Benefits................................ $ 7,629 $ 7,197 $ 7,307
Employee Retirement and Savings Benefits......................... 37,609 33,588 34,068
Individual Financial Services.................................... 16,189 12,612 9,824
Other Operations................................................. 2,569 2,111 2,283
- --------------------------------------------------------------------------------------------------
Total............................................................ $ 63,996 $ 55,508 $ 53,482
- --------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
During 1995, the Company recorded a $13 million pre-tax charge, included in
Other Operating Expenses, for cost reduction initiatives in the Employee Life
and Health Benefits segment. The charge consisted primarily of severance-related
expenses representing costs associated with nonvoluntary employee terminations
covering approximately 1,100 employees. The cash outlays associated with the
restructuring initiatives began in the third quarter of 1995 and will continue
through 1997, with most of the cash outlays expected to occur in 1996. During
1995, $3 million of severance was paid to 500 terminated employees. During 1993,
the Company implemented cost reduction initiatives in the Employee Life and
Health Benefits segment to reduce operating expenses. Results for 1993 reflected
a pre-tax charge of $8 million for the estimated costs of these cost reduction
actions. The Company has funded, and will continue to fund, these costs through
liquid assets, and such funding will not have a material adverse effect on its
liquidity.
49
<PAGE>
NOTE 9 -- LEASES AND RENTALS
Rental expenses for operating leases, principally with respect to buildings,
amounted to $60 million, $62 million and $66 million in 1995, 1994 and 1993,
respectively.
As of December 31, 1995, future net minimum rental payments under
non-cancelable operating leases were $92 million, payable as follows: 1996 - $37
million; 1997 - $24 million; 1998 - $13 million; 1999 - $9 million; 2000 - $4
million; and $5 million thereafter.
NOTE 10 -- REINSURANCE
In the normal course of business, the Company enters into agreements,
primarily relating to short-duration contracts, to assume and cede reinsurance
with other insurance companies. Reinsurance is ceded primarily to limit losses
from large exposures and to permit recovery of a portion of direct losses,
although ceded reinsurance does not relieve the originating insurer of
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristic of its reinsurers.
Failure of reinsurers to indemnify the Company, as a result of reinsurer
insolvencies and disputes, could result in losses. As of December 31, 1995 and
1994 there were no allowances for uncollectible amounts. While future charges
for unrecoverable reinsurance may materially affect results of operations in
future periods, such amounts are not expected to have a material adverse effect
on the Company's liquidity or financial condition.
The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
Direct............................................................ $ 3,374 $ 3,419 $ 2,666
Assumed........................................................... 818 716 1,248
Ceded............................................................. (391) (291) (329)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees...................................... $ 3,801 $ 3,844 $ 3,585
- -----------------------------------------------------------------------------------------------------
-------------------------------
- -----------------------------------------------------------------------------------------------------
(IN MILLIONS) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
LONG-DURATION CONTRACTS
Premiums and Fees:
Direct............................................................ $ 1,189 $ 1,068 $ 1,023
Assumed........................................................... 127 126 166
Ceded............................................................. (119) (78) (70)
- -----------------------------------------------------------------------------------------------------
Net earned premiums and fees...................................... $ 1,197 $ 1,116 $ 1,119
- -----------------------------------------------------------------------------------------------------
-------------------------------
</TABLE>
The effects of reinsurance on written premiums and fees for short-duration
contracts were not materially different from the amounts shown above. Benefits,
Losses and Settlement Expenses for 1995, 1994 and 1993 were net of reinsurance
recoveries of $574 million, $415 million and $603 million, respectively.
NOTE 11 -- CONTINGENCIES
A) FINANCIAL GUARANTEES: The Company is contingently liable for financial
guarantees provided in the ordinary course of business on the repayment of
principal and interest on certain industrial revenue bonds. The contractual
amounts of financial guarantees reflect the Company's maximum exposure to credit
loss in the event of nonperformance. To limit the Company's exposure in the
event of default of any guaranteed obligation, various programs are in place to
ascertain the creditworthiness of guaranteed parties, to monitor this status on
a periodic basis and to reduce risk through security arrangements.
50
<PAGE>
The industrial revenue bonds guaranteed directly by the Company have remaining
maturities of up to 20 years. The guarantees provide for payment of debt service
only as it becomes due; consequently, an event of default would not cause an
acceleration of scheduled principal and interest payments. The principal amount
of the bonds guaranteed by the Company at December 31, 1995 and 1994 was $266
million and $296 million, respectively. Revenues in connection with industrial
revenue bond guarantees are derived principally from equity participations in
the related projects and are included in Net Investment Income as earned. Loss
reserves for financial guarantees are established when a default has occurred or
when the Company believes that a loss has been incurred. During 1994, losses for
industrial revenue bonds were $1 million. There were no such losses in 1995 and
1993.
The Company also guarantees a minimum level of benefits for certain separate
account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1995 and 1994, the amount of minimum benefit
guarantees for separate account contracts was $5.1 billion and $4.8 billion,
respectively. Reserves in addition to the separate account liabilities are
established when the Company believes a payment will be required under one of
these guarantees. As of December 31, 1994, reserves of $6 million were recorded.
No such reserves were required as of December 31, 1995. Guarantee fees are part
of the overall management fee charged to separate accounts and are recognized in
income as earned.
Although the ultimate outcome of any loss contingencies arising from the
Company's financial guarantees may adversely affect results of operations in
future periods, they are not expected to have a material adverse effect on the
Company's liquidity or financial condition.
B) REGULATORY AND INDUSTRY DEVELOPMENTS: The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to: reform the
federal tax system; restrict insurance pricing and the application of
underwriting standards; reform health care; and expand regulation. Some of the
more significant issues are discussed below.
Legislation is expected to be considered by Congress that is likely to limit,
and eventually substantially eliminate, the tax deductibility of policy loan
interest for corporate-owned life insurance. The outcome of such legislation is
uncertain and, although it could have a material adverse effect on results of
operations for the Individual Financial Services segment, it is not expected to
be material to the Company's consolidated results of operations, liquidity or
financial condition.
The Company expects proposals for federal and state legislation seeking some
health care insurance reforms. Due to uncertainties associated with the timing
and content of any health care legislation, the effect on the Company's future
results of operations, liquidity or financial condition cannot be reasonably
estimated at this time.
In recent years, the number of insurance companies that are impaired or
insolvent has increased. This is expected to result in an increase in mandatory
assessments by state guaranty funds of, or voluntary payments by, solvent
insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company recorded pre-tax charges of $17 million, $12 million
and $10 million for 1995, 1994 and 1993, respectively, for guaranty fund
assessments that can be reasonably estimated before giving effect to future
premium tax recoveries. Although future assessments and payments may adversely
affect results of operations in future periods, such amounts are not expected to
have a material adverse effect on the Company's liquidity or financial
condition.
The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
C) LITIGATION: The Company is routinely engaged in litigation incidental to
its business, including litigation associated with syndicated investment
products. While the outcome of all litigation involving the Company, including
insurance-related litigation, cannot be determined, litigation is not expected
to result in losses that differ from recorded reserves by amounts that would be
material to results of operations, liquidity or financial condition.
NOTE 12 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments that are subject to fair value disclosure requirements
(insurance contracts, real estate, goodwill and taxes are excluded) are carried
in the financial statements at amounts that approximate fair values, unless
otherwise indicated in the following table. The fair values used for financial
instruments are estimates that in
51
<PAGE>
many cases may differ significantly from the amounts that could be realized upon
immediate liquidation. In cases where market prices are not available, estimates
of fair value are based on discounted cash flow analyses which utilize current
interest rates for similar financial instruments with comparable terms and
credit quality. The fair value of liabilities for contractholder deposit funds
was estimated using the amount payable on demand and, for those not payable on
demand, discounted cash flow analyses.
The following table presents carrying amounts and estimated fair values as of
December 31 for the Company's financial instruments that are not carried in the
financial statements at amounts approximating fair value.
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Carrying Fair Carrying Fair
(IN MILLIONS) Amount Value Amount Value
- ----------------------------------------------------------------------------------------------------
Assets:
Fixed maturities-held to maturity..................... $ -- $ -- $ 10,061 $ 10,075
Mortgage loans........................................ $ 10,218 $ 10,364 $ 8,975 $ 8,610
Liabilities:
Contractholder deposit funds
non-insurance products............................... $ 19,797 $ 19,890 $ 18,561 $ 18,381
- ----------------------------------------------------------------------------------------------------
</TABLE>
For additional information on fair values of fixed maturities, see Note 2(A).
Fair values of off-balance-sheet financial instruments as of December 31, 1995
and 1994 were not material.
NOTE 13 -- RELATED PARTY TRANSACTIONS
The Company has ceded group accident and health business under an
experience-rated stop loss agreement to CIGNA P&C. Reinsurance recoverables from
CIGNA P&C were $1.3 billion at December 31, 1994. During 1993, the Company
earned experience-rated refunds from CIGNA P&C, net of premiums ceded, of $63
million. Effective January 1, 1995 the treaty was cancelled. Reserves of
approximately $300 million, primarily related to long-term disability business,
were recaptured in 1995, with CIGNA P&C assuming responsibility for runout
claims on the remaining reserves. Assets, principally mortgages, with a fair
market value equal to reserves were received as part of the recapture.
The Company has assumed the settlement annuity and group pension business
written by Life Insurance Company of North America (LINA), an affiliate.
Reserves held by the Company with respect to this business were $1.7 billion at
December 31, 1995 and 1994.
The Company cedes long-term disability business to LINA. Reinsurance
recoverables from LINA at December 31, 1995 and 1994 were $996 million and $992
million, respectively.
The Company had lines of credit available from affiliates totaling $600
million at both December 31, 1995 and 1994. All borrowings are payable upon
demand with interest rates equivalent to CIGNA's average monthly short-term
borrowing rate plus 1/4 of 1%. Interest expense was $1 million and $3 million
for 1994 and 1993 respectively. As of December 31, 1995 and 1994, there were no
borrowings outstanding under such lines.
The Company extended lines of credit to affiliates totalling $600 million at
December 31, 1995 and 1994. All loans are payable upon demand with interest
rates equivalent to CIGNA's average monthly short-term borrowing rate. As of
December 31, 1994, the Company had $1.5 million in outstanding loans to
affiliates under such lines. There were no amounts outstanding as of December
31, 1995.
The Company, together with other CIGNA subsidiaries, has entered into a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for the purpose of maximizing earnings on funds available for short-term
investments. Withdrawals from the Account, up to the total amount of the
participant's investment in the Account, are allowed on a demand basis. As of
December 31, 1995 and 1994, the Company had a balance in the Account of $212
million and $259 million, respectively.
CIGNA allocates to the Company its share of operating expenses incurred at the
corporate level. The Company also allocates a portion of its operating expenses
to affiliated companies on whose behalf it performs certain administrative
services.
52
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
ALGER AMERICAN GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
Fund-Alger American Growth
Portfolio at value............... $ 34,431
---------
Total assets.................... $ 34,431
---------
---------
Accumulation units outstanding.... 2,828
Net asset value per accumulation
unit............................. $12.175146
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 23
---------
Net investment loss............. (23)
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized loss................. (3)
Net unrealized gain............... 424
---------
Net realized and unrealized gain
on investments................. 421
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 398
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss......................................... $ (23)
Net realized loss........................................... (3)
Net unrealized gain......................................... 424
----------
Net increase from operations.............................. 398
----------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**.................. 3,930
Participant transfers....................................... 30,447
Participant withdrawals..................................... (344)
----------
Net increase from participant transactions................ 34,033
----------
Total increase in net assets............................ 34,431
----------
NET ASSETS:
Beginning of period......................................... --
----------
End of period............................................... $ 34,431
----------
----------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits........................................ 349
Participant transfers....................................... 2,508
Participant withdrawals..................................... (29)
----------
Net increase in units from participant transactions....... 2,828
----------
----------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
53
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investments in Alger American
Fund-Alger American Leveraged
AllCap Portfolio at value........ $ 5,670
Receivable from Connecticut
General Life Insurance Company... 1,303
---------
Total assets.................... 6,973
---------
LIABILITIES:
Payable for fund shares
purchased........................ 1,303
---------
Net assets...................... $ 5,670
---------
---------
Accumulation units outstanding.... 384
Net asset value per accumulation
unit............................. $14.765068
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 8
---------
Net investment loss............. (8)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. 12
Net unrealized gain............... 839
---------
Net realized and unrealized gain
on investments................. 851
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 843
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (8)
Net realized gain............................................................... 12
Net unrealized gain............................................................. 839
---------
Net increase from operations.................................................. 843
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 3,178
Participant transfers........................................................... 1,857
Participant withdrawals......................................................... (208)
---------
Net increase from participant transactions.................................... 4,827
---------
Total increase in net assets................................................ 5,670
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 5,670
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 268
Participant transfers........................................................... 131
Participant withdrawals......................................................... (15)
---------
Net increase in units from participant transactions........................... 384
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
54
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
Fund-Alger American MidCap Growth
Portfolio at value............... $ 12,863
---------
Total assets.................... $ 12,863
---------
---------
Accumulation units outstanding.... 992
Net asset value per accumulation
unit............................. $12.966604
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 13
---------
Net investment loss............. (13)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. 1
Net unrealized gain............... 498
---------
Net realized and unrealized gain
on investments................. 499
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 486
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (13)
Net realized gain............................................................... 1
Net unrealized gain............................................................. 498
---------
Net increase from operations.................................................. 486
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 3,910
Participant transfers........................................................... 8,745
Participant withdrawals......................................................... (278)
---------
Net increase from participant transactions.................................... 12,377
---------
Total increase in net assets................................................ 12,863
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 12,863
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 336
Participant transfers........................................................... 678
Participant withdrawals......................................................... (22)
---------
Net increase in units from participant transactions........................... 992
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
55
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Alger American
Fund-Alger American Small
Capitalization Portfolio at
value............................ $ 59,242
Receivable from Connecticut
General Life Insurance Company... 1,084
---------
Total assets.................... 60,326
---------
LIABILITIES:
Payable for fund shares
purchased........................ 1,084
---------
Net assets...................... $ 59,242
---------
---------
Accumulation units outstanding.... 4,612
Net asset value per accumulation
unit............................. $12.845183
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 52
---------
Net investment loss............. (52)
---------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS:
Net realized loss................. (15)
Net unrealized loss............... (4,213)
---------
Net realized and unrealized loss
on investments................. (4,228)
---------
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ (4,280)
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (52)
Net realized loss............................................................... (15)
Net unrealized loss............................................................. (4,213)
---------
Net decrease from operations.................................................. (4,280)
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 2,938
Participant transfers........................................................... 61,383
Participant withdrawals......................................................... (799)
---------
Net increase from participant transactions.................................... 63,522
---------
Total increase in net assets................................................ 59,242
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 59,242
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 266
Participant transfers........................................................... 4,408
Participant withdrawals......................................................... (62)
---------
Net increase in units from participant transactions........................... 4,612
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
56
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FIDELITY EQUITY-INCOME PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
Products Fund-Equity-Income
Portfolio at value............... $ 56,056
Receivable from Connecticut
General Life Insurance Company... 867
---------
Total assets.................... 56,923
---------
LIABILITIES:
Payable for fund shares
purchased........................ 867
---------
Net assets...................... $ 56,056
---------
---------
Accumulation units outstanding.... 4,683
Net asset value per accumulation
unit............................. $11.970125
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ 502
EXPENSES:
Mortality and expense risk
charges.......................... 63
---------
Net investment income........... 439
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized loss................. (2)
Net unrealized gain............... 2,857
---------
Net realized and unrealized gain
on investments................. 2,855
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 3,294
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income........................................................... $ 439
Net realized loss............................................................... (2)
Net unrealized gain............................................................. 2,857
---------
Net increase from operations.................................................. 3,294
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 2,731
Participant transfers........................................................... 50,773
Participant withdrawals......................................................... (742)
---------
Net increase from participant transactions.................................... 52,762
---------
Total increase in net assets................................................ 56,056
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 56,056
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 256
Participant transfers........................................................... 4,492
Participant withdrawals......................................................... (65)
---------
Net increase in units from participant transactions........................... 4,683
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
57
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FIDELITY ASSET MANAGER PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
Products Fund II-Asset Manager
Portfolio at value............... $ 24,659
---------
Total assets.................... $ 24,659
---------
---------
Accumulation units outstanding.... 2,350
Net asset value per accumulation
unit............................. $10.493126
STATEMENT OF OPERATIONS
PERIOD FROM NOVEMBER 16, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 9
---------
Net investment loss............. (9)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. --
Net unrealized gain............... 794
---------
Net realized and unrealized gain
on investments................. 794
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 785
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM NOVEMBER 16, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (9)
Net unrealized gain............................................................. 794
---------
Net increase from operations.................................................. 785
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 23,939
Participant withdrawals......................................................... (65)
---------
Net increase from participant transactions.................................... 23,874
---------
Total increase in net assets................................................ 24,659
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 24,659
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 2,356
Participant withdrawals......................................................... (6)
---------
Net increase in units from participant transactions........................... 2,350
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
58
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
FIDELITY INVESTMENT GRADE BOND PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Variable Insurance
Products Fund II-Investment Grade
Bond Portfolio at value.......... $ 37,461
---------
Total assets.................... $ 37,461
---------
---------
Accumulation units outstanding.... 3,667
Net asset value per accumulation
unit............................. $10.215729
STATEMENT OF OPERATIONS
PERIOD FROM NOVEMBER 16, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 14
---------
Net investment loss............. (14)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. --
Net unrealized gain............... 606
---------
Net realized and unrealized gain
on investments................. 606
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 592
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM NOVEMBER 16, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (14)
Net unrealized gain............................................................. 606
---------
Net increase from operations.................................................. 592
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 36,925
Participant withdrawals......................................................... (56)
---------
Net increase from participant transactions.................................... 36,869
---------
Total increase in net assets................................................ 37,461
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 37,461
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 3,672
Participant withdrawals......................................................... (5)
---------
Net increase in units from participant transactions........................... 3,667
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
59
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
MFS TOTAL RETURN SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
Insurance Trust-MFS Total Return
Series at value.................. $ 8,506
---------
Total assets.................... $ 8,506
---------
---------
Accumulation units outstanding.... 801
Net asset value per accumulation
unit............................. $10.618988
STATEMENT OF OPERATIONS
PERIOD FROM OCTOBER 10, 1995* TO DECEMBER 31,
1995
INVESTMENT INCOME:
Dividends......................... $ 166
EXPENSES:
Mortality and expense risk
charges.......................... 7
---------
Net investment income........... 159
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Capital distribution from
portfolio sponsor................ 156
Realized gain on share
transactions..................... 1
---------
Net realized gain............... 157
Net unrealized gain............. 164
---------
Net realized and unrealized
gain on investments.......... 321
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 480
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM OCTOBER 10, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income........................................................... $ 159
Net realized gain............................................................... 157
Net unrealized gain............................................................. 164
---------
Increase from operations...................................................... 480
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load........................................ 2,123
Participant transfers........................................................... 5,933
Participant withdrawals......................................................... (30)
---------
Net increase from participant transactions.................................... 8,026
---------
Total increase in net assets................................................ 8,506
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 8,506
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 213
Participant transfers........................................................... 591
Participant withdrawals......................................................... (3)
---------
Net increase in units from participant transactions........................... 801
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
60
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
MFS UTILITIES SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
Insurance Trust-MFS Utilities
Series at value.................. $ 1,400
---------
Total assets.................... $ 1,400
---------
---------
Accumulation units outstanding.... 139
Net asset value per accumulation
unit............................. $10.070410
STATEMENT OF OPERATIONS
PERIOD FROM DECEMBER 26, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ 25
EXPENSES:
Mortality and expense risk
charges.......................... --
---------
Net investment income........... 25
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Capital distribution from
portfolio sponsor................ 61
Realized gain on share
transactions..................... --
---------
Net realized gain............... 61
Net unrealized loss............. (76)
---------
Net realized and unrealized
loss on investments.......... (15)
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 10
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM DECEMBER 26, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income........................................................... $ 25
Net realized gain............................................................... 61
Net unrealized loss............................................................. (76)
---------
Net increase from operations.................................................. 10
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 1,390
---------
Total increase in net assets................................................ 1,400
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 1,400
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 139
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
61
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
MFS WORLD GOVERNMENTS SERIES SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in MFS Variable
Insurance Trust-MFS World
Governments Series at value...... $ 20,460
---------
Total assets.................... $ 20,460
---------
---------
Accumulation units outstanding.... 1,964
Net asset value per accumulation
unit............................. $10.417540
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ 1,931
EXPENSES:
Mortality and expense risk
charges.......................... 12
---------
Net investment income........... 1,919
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain................. --
Net unrealized loss............... (1,668)
---------
Net realized and unrealized loss
on investments................. (1,668)
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 251
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income........................................................... $ 1,919
Net unrealized loss............................................................. (1,668)
---------
Net increase from operations.................................................. 251
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 1,861
Participant transfers........................................................... 18,466
Participant withdrawals......................................................... (118)
---------
Net increase from participant transactions.................................... 20,209
---------
Total increase in net assets................................................ 20,460
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 20,460
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 185
Participant transfers........................................................... 1,791
Participant withdrawals......................................................... (12)
---------
Net increase in units from participant transactions........................... 1,964
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
62
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
AMT BALANCED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger & Berman
Advisers Management
Trust-Balanced Portfolio at
value............................ $ 48,410
---------
Total assets.................... $ 48,410
---------
---------
Accumulation units outstanding.... 4,936
Net asset value per accumulation
unit............................. $9.807578
STATEMENT OF OPERATIONS
PERIOD FROM SEPTEMBER 12, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 55
---------
Net investment loss............. (55)
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain................. --
Net unrealized loss............... (621)
---------
Net realized and unrealized loss
on investments................. (621)
---------
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (676)
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM SEPTEMBER 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (55)
Net unrealized loss............................................................. (621)
---------
Decrease from operations...................................................... (676)
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 49,657
Participant withdrawals......................................................... (571)
---------
Net increase from participant transactions.................................... 49,086
---------
Total increase in net assets................................................ 48,410
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 48,410
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 4,994
Participant withdrawals......................................................... (58)
---------
Net increase in units from participant transactions........................... 4,936
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
63
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
AMT PARTNERS PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Neuberger & Berman
Advisers Management
Trust-Partners Portfolio at
value............................ $ 23,241
Receivable from Connecticut
General Life Insurance Company... 1,085
---------
Total assets.................... 24,326
---------
LIABILITIES:
Payable for fund shares
purchased........................ 1,085
---------
Net assets...................... $ 23,241
---------
---------
Accumulation units outstanding.... 1,924
Net asset value per accumulation
unit............................. $12.079554
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 15
---------
Net investment loss............. (15)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. 8
Net unrealized gain............... 857
---------
Net realized and unrealized gain
on investments................. 865
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 850
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (15)
Net realized gain............................................................... 8
Net unrealized gain............................................................. 857
---------
Net increase from operations.................................................. 850
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 2,943
Participant transfers........................................................... 19,642
Participant withdrawals......................................................... (194)
---------
Net increase from participant transactions.................................... 22,391
---------
Total increase in net assets................................................ 23,241
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 23,241
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 273
Participant transfers........................................................... 1,668
Participant withdrawals......................................................... (17)
---------
Net increase in units from participant transactions........................... 1,924
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
64
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
QUEST GLOBAL EQUITY PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
Accumulation Trust-Global Equity
Portfolio at value............... $ 62,285
---------
Total assets.................... $ 62,285
---------
---------
Accumulation units outstanding.... 6,197
Net asset value per accumulation
unit............................. $10.050817
STATEMENT OF OPERATIONS
PERIOD FROM SEPTEMBER 12, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ 181
EXPENSES:
Mortality and expense risk
charges.......................... 58
---------
Net investment income........... 123
---------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Capital distribution from
portfolio sponsor................ 1,262
Realized gain on share
transactions..................... --
---------
Net realized gain............... 1,262
Net unrealized loss............. (981)
---------
Net realized and unrealized
gain on investments.......... 281
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 404
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM SEPTEMBER 12, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment income........................................................... $ 123
Net realized gain............................................................... 1,262
Net unrealized loss............................................................. (981)
---------
Net increase from operations.................................................. 404
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 62,563
Participant withdrawals......................................................... (682)
---------
Net increase from participant transactions.................................... 61,881
---------
Total increase in net assets................................................ 62,285
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 62,285
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 6,245
Participant withdrawals......................................................... (48)
---------
Net increase in units from participant transactions........................... 6,197
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
65
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
QUEST MANAGED PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
Accumulation Trust-Managed
Portfolio at value............... $ 3,320
---------
Total assets.................... $ 3,320
---------
---------
Accumulation units outstanding.... 271
Net asset value per accumulation
unit............................. $12.250674
STATEMENT OF OPERATIONS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 7
---------
Net investment loss............. (7)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. 3
Net unrealized gain............... 413
---------
Net realized and unrealized gain
on investments................. 416
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 409
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM MAY 5, 1995* TO DECEMBER 31, 1995
OPERATIONS:
Net investment loss............................................................. $ (7)
Net realized gain............................................................... 3
Net unrealized gain............................................................. 413
---------
Net increase from operations.................................................. 409
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant deposits net of premium load**...................................... 1,867
Participant transfers........................................................... 1,268
Participant withdrawals......................................................... (224)
---------
Net increase from participant transactions.................................... 2,911
---------
Total increase in net assets................................................ 3,320
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 3,320
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant deposits............................................................ 182
Participant transfers........................................................... 108
Participant withdrawals......................................................... (19)
---------
Net increase in units from participant transactions........................... 271
---------
---------
</TABLE>
* Date deposits first received.
**Premium load reduced by $22 due to waiver of 1.15% of premium load from May 5,
1995 through August 1, 1995.
The Notes to Financial Statements are an integral part of these statements
66
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
QUEST SMALL CAP PORTFOLIO SUB-ACCOUNT
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
ASSETS:
Investment in Quest for Value
Accumulation Trust-Small Cap
Portfolio at value............... $ 4,145
---------
Total assets.................... $ 4,145
---------
---------
Accumulation units outstanding.... 405
Net asset value per accumulation
unit............................. $10.235194
STATEMENT OF OPERATIONS
PERIOD FROM SEPTEMBER 26, 1995* TO DECEMBER
31, 1995
INVESTMENT INCOME:
Dividends......................... $ --
EXPENSES:
Mortality and expense risk
charges.......................... 3
---------
Net investment loss............. (3)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain................. 1
Net unrealized gain............... 186
---------
Net realized and unrealized gain
on investments................. 187
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 184
---------
---------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM SEPTEMBER 26, 1995* TO DECEMBER 31, 1995
OPERATIONS
Net investment loss............................................................. $ (3)
Net realized gain............................................................... 1
Net unrealized gain............................................................. 186
---------
Net increase from operations.................................................. 184
---------
ACCUMULATION UNIT TRANSACTIONS:
Participant transfers........................................................... 4,095
Participant withdrawals......................................................... (134)
---------
Net increase from participant transactions.................................... 3,961
---------
Total increase in net assets................................................ 4,145
---------
NET ASSETS:
Beginning of period............................................................. --
---------
End of period................................................................... $ 4,145
---------
---------
PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS):
Participant transfers........................................................... 419
Participant withdrawals......................................................... (14)
---------
Net increase in units from participant transactions........................... 405
---------
---------
</TABLE>
* Date deposits first received.
The Notes to Financial Statements are an integral part of these statements
67
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1. ORGANIZATION
CG Variable Life Insurance Separate Account I (the Account) is registered as
a Unit Investment Trust under the Investment Company Act of 1940, as amended.
The operations of the Account are part of the operations of Connecticut General
Life Insurance Company (CG Life). The assets and liabilities of the Account are
clearly identified and distinguished from other assets and liabilities of CG
Life. The assets of the Account are not available to meet the general
obligations of CG Life and are held for the exclusive benefit of the
participants.
The assets of the Account are divided into variable sub-accounts each of
which is invested in shares of one of sixteen portfolios (mutual funds) of six
diversified open-end management investment companies, each portfolio with its
own investment objective. The variable sub-accounts are:
<TABLE>
<S> <C>
ALGER AMERICAN FUND: --
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND: --
Equity-Income Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II: --
Asset Manager Portfolio
Investment Grade Bond Portfolio
MFS VARIABLE INSURANCE TRUST: --
MFS Total Return Series
MFS Utilities Series
MFS World Governments Series
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST: --
AMT Balanced Portfolio
AMT Limited Maturity Bond Portfolio*
AMT Partners Portfolio
QUEST FOR VALUE ACCUMULATION TRUST: --
Quest Global Equity Portfolio
Quest Managed Portfolio
Quest Small Cap Portfolio
</TABLE>
* Not active. As of December 31, 1995, deposits not received.
2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in conformity with generally
accepted accounting principles. The following is a summary of significant
accounting policies consistently followed in the preparation of the Account's
financial statements.
A. INVESTMENT VALUATION: Investments held by the sub-accounts are valued at
their respective closing net asset values per share as determined by the mutual
funds as of December 29, 1995, the last business day of 1995. The change in the
difference between cost and value is reflected as unrealized gain (loss) in the
Statements of Operations.
B. INVESTMENT TRANSACTIONS: Investment transactions are recorded on the trade
date (date the order to buy or sell is executed). Realized gains and losses on
sales of investments are determined by the last-in, first-out cost basis of the
investment sold. Dividend and capital gain distributions are recorded on the
ex-dividend date. Investment transactions are settled through CG Life.
C. FEDERAL INCOME TAXES: The operations of the Account form a part of, and
are taxed with, the total operations of CG Life, which is taxed as a life
insurance company. Under existing federal income tax law, investment income
(dividends) and capital gains attributable to the Account are not taxed.
68
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
3. INVESTMENTS
Total shares held and cost of investments at December 31, 1995 were:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Cost Of
Sub-Account Shares Held Investments
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Alger American Growth Portfolio.............................................. 1,105 $ 34,007
Alger American Leveraged AllCap Portfolio.................................... 325 4,831
Alger American MidCap Growth Portfolio....................................... 662 12,365
Alger American Small Capitalization Portfolio................................ 1,503 63,455
Fidelity Equity-Income Portfolio............................................. 2,909 53,199
Fidelity Asset Manager Portfolio............................................. 1,562 23,865
Fidelity Investment Grade Bond Portfolio..................................... 3,002 36,855
MFS Total Return Series...................................................... 694 8,342
MFS Utilities Series......................................................... 111 1,476
MFS World Governments Series................................................. 2,012 22,128
AMT Balanced Portfolio....................................................... 2,763 49,031
AMT Partners Portfolio....................................................... 1,757 22,384
Quest Global Equity Portfolio................................................ 5,365 63,266
Quest Managed Portfolio...................................................... 110 2,907
Quest Small Cap Portfolio.................................................... 208 3,959
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Total purchases and sales of shares of each mutual fund, for the periods
noted, amounted to:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Sub-Account Period Purchases Sales
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alger American Growth Portfolio.......... May 5, 1995** to December 31, 1995 $ 34,242 $ 232
Alger American Leveraged AllCap
Portfolio............................... May 5, 1995** to December 31, 1995 6,237 1,418
Alger American MidCap Growth Portfolio... May 5, 1995** to December 31, 1995 12,557 193
Alger American Small Capitalization
Portfolio............................... May 5, 1995** to December 31, 1995 64,932 1,462
Fidelity Equity-Income Portfolio......... May 5, 1995** to December 31, 1995 54,496 1,295
November 16, 1995** to December 31,
Fidelity Asset Manager Portfolio......... 1995 23,886 21
Fidelity Investment Grade Bond November 16, 1995** to December 31,
Portfolio............................... 1995 36,878 23
MFS Total Return Series.................. October 10, 1995** to December 31, 1995 8,375 34
December 26, 1995** to December 31,
MFS Utilities Series..................... 1995 1,476 --
MFS World Governments Series............. May 5, 1995** to December 31, 1995 22,232 104
September 12, 1995** to December 31,
AMT Balanced Portfolio................... 1995 49,357 326
AMT Partners Portfolio................... May 5, 1995** to December 31, 1995 23,600 1,224
September 12, 1995** to December 31,
Quest Global Equity Portfolio............ 1995 63,665 399
Quest Managed Portfolio.................. May 5, 1995** to December 31, 1995 3,059 155
September 26, 1995** to December 31,
Quest Small Cap Portfolio................ 1995 4,083 125
- ----------------------------------------------------------------------------------------------------------
</TABLE>
**Date deposits first received.
4. CHARGES AND DEDUCTIONS
CG Life charges each variable sub-account, for mortality and expense risks,
a daily deduction, equivalent to .45% per year during the first ten policy years
and .25% per year thereafter. The mortality and expense risk charges, for each
sub-account, are reported on the Statements of Operations.
CG Life deducts a premium load of 3.5% of each premium payment to cover
state taxes and federal income tax liabilities. From inception through August 1,
1995, CG Life deducted only 2.35%, from each premium payment, as premium load.
CG Life charges a monthly administrative fee of $15 in the first policy year
and $5 in subsequent policy years. This charge is for items such as premium
billing and collection, policy value calculation, confirmations and periodic
reports.
CG Life charges a monthly deduction for the cost of insurance and any
charges for supplemental riders. The cost of insurance charge depends on the
attained age, risk classification, gender classification (in accordance with
state law) and the current net amount at risk. On a monthly basis, the
administrative fee and the cost of insurance charge are deducted proportionately
from the value of each variable sub-account and/or the fixed account funding
option. The fixed account is part of the general account of CG Life and is not
included in these financial statements.
69
<PAGE>
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
4. CHARGES AND DEDUCTIONS (CONTINUED)
The fees charged by CG Life for premium loads (deducted from premium
payments), administrative fees and the amount deducted for the cost of
insurance, both of which are included in participant withdrawals, for variable
sub-accounts for the periods noted, amounted to:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Cost of
Premium Administrative Insurance
Sub-Account Period Loads Fees Deduction
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alger American Growth
Portfolio................ May 5, 1995** to December 31, 1995 $119*** $54 $290
Alger American Leveraged
AllCap Portfolio......... May 5, 1995** to December 31, 1995 92*** 27 170
Alger American MidCap
Growth Portfolio......... May 5, 1995** to December 31, 1995 119*** 43 235
Alger American Small
Capitalization
Portfolio................ May 5, 1995** to December 31, 1995 84*** 55 744
Fidelity Equity-Income
Portfolio................ May 5, 1995** to December 31, 1995 76*** 47 695
Fidelity Asset Manager
Portfolio................ November 16, 1995** to December 31, 1995 9 55
Fidelity Investment Grade
Bond Portfolio........... November 16, 1995** to December 31, 1995 6 49
MFS Total Return Series... October 10, 1995** to December 31, 1995 77 15 15
MFS World Governments
Series................... May 5, 1995** to December 31, 1995 44*** 14 104
AMT Balanced Portfolio.... September 12, 1995** to December 31, 1995 26 545
AMT Partners Portfolio.... May 5, 1995** to December 31, 1995 84*** 26 168
Quest Global Equity
Portfolio................ September 12, 1995** to December 31, 1995 33 649
Quest Managed Portfolio... May 5, 1995** to December 31, 1995 44*** 27 197
Quest Small Cap
Portfolio................ September 26, 1995** to December 31, 1995 19 115
- -----------------------------------------------------------------------------------------------------------
</TABLE>
** Date deposits first received.
***Premium load charges of $22 for each variable sub-account totalling $176 were
waived, from May 5, 1995** to August 1, 1995.
CG Life, upon full surrender of a policy, may charge a surrender charge.
This charge is in part a deferred sales charge and in part a recovery of certain
first year administrative costs. The amount of the surrender charge, if any,
will depend on the amount of the death benefit, the amount of premium payments
made during the first two policy years and the age of the policy. In no event
will the surrender charge exceed the maximum allowed by state or federal law. No
surrender charge is imposed on a partial surrender, but an administrative fee of
$25 is imposed, allocated pro-rata among the variable sub-accounts (and, where
applicable, the fixed account) from which the partial surrender proceeds are
taken. No full surrender charges or partial surrender administrative charges
were paid to CG Life, attributable to the variable sub-accounts, for the periods
ended December 31, 1995.
5. DISTRIBUTION OF NET INCOME
The Account does not expect to declare dividends to participants from
accumulated net income. The accumulated net income is distributed to
participants as part of death benefits, surrenders, and transfers to other fixed
or variable sub-accounts.
6. DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Internal Revenue Code of 1986
(the Code), a variable life insurance policy will not be treated as life
insurance under Section 7702 of the Code for any period for which the
investments of the segregated asset account, on which the policy is based, are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury. CG Life believes, based on assurances from the
mutual funds, that the mutual funds satisfy the requirements of the regulations.
70
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Connecticut General
Life Insurance Company and Participants of the
CG Variable Life Insurance Separate Account I
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American Fund -- Alger American Growth Portfolio, Alger American Leveraged
AllCap Portfolio, Alger American MidCap Growth Portfolio, and Alger American
Small Capitalization Portfolio; Fidelity Variable Insurance Products Fund --
Fidelity Equity-Income Portfolio; Fidelity Variable Insurance Products Fund II
- -- Fidelity Asset Manager Portfolio and Fidelity Investment Grade Bond
Portfolio; MFS Variable Insurance Trust -- MFS Total Return Series, MFS
Utilities Series and MFS World Government Series; Neuberger & Berman Advisers
Management Trust -- AMT Balanced Portfolio and AMT Partners Portfolio; Quest for
Value Accumulation Trust -- Quest Global Equity Portfolio, Quest Managed
Portfolio and Quest Small Cap Portfolio (constituting the CG Variable Life
Insurance Separate Account I, hereafter referred to as "the Account") at
December 31, 1995, and the results of each of their operations and the changes
in each of their net assets for the periods since inception (as indicated in the
financial statements) through December 31, 1995, in conformity with generally
accepted accounting priniciples. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting priniciples used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1995 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 26, 1996
71
<PAGE>
APPENDIX 1
ILLUSTRATION OF SURRENDER CHARGES
The Surrender Charge is calculated as (a) times (b), where
(a) is the sum of (i) a Deferred Sales Charge and (ii) a
Deferred Administrative Charge and (b) is the applicable
Surrender Charge Grading Factor. If the Specified Amount is
increased, a new Surrender Charge will be applicable, in
addition to any existing Surrender Charge.
Below are examples of Surrender Charge calculations, one
involving a level Specified Amount and one involving an
increase in the Specified Amount, followed by Definitions
and Tables used in the calculations.
EXAMPLE 1: A male nonsmoker, age 35, purchases a Policy with
a Specified Amount of $100,000 and a scheduled annual
premium of $1100. He now wants to surrender the Policy at
the end of the sixth Policy Year.
The Surrender Charge is as follows:
Sum of the premiums paid through the end of the second
Policy Year = $2200.00
Guideline Annual Premium Amount (Male, Age 35, $100,000
Specified Amount) = $1177.05
Surrender Charge =
(.3X$1177.05) + (.1X($2200-$1177.05)) = $353.12 +
$102.30 = $ 455.42(i)
$6.00 per $1000 of Specified Amount $ 600.00(ii)
---------------------------
$1055.42(a)
The total Surrender Charge is $1055.42(a) times the
surrender charge grading factor(b), ($1055.42 X 80%) =
$844.34.
EXAMPLE 2: A female nonsmoker, age 45, purchases a Policy
with an Initial Specified Amount of $200,000 and a scheduled
annual premium of $1500. She pays the scheduled annual
premium for the first five Policy Years. At the start of the
sixth Policy Year, she increases the Specified Amount to
$250,000 and continues to pay the scheduled annual premium
of $1500. She now wants to surrender the Policy at the end
of the eighth Policy Year. Separate Surrender Charges must
be calculated for the Initial Specified Amount and for the
increase in Specified Amount.
The Surrender Charges are as follows:
For the Initial Specified Amount,
Sum of the premiums paid through the end of the second
Policy Year = $3000.00
Guideline Annual Premium Amount (Female, Age 45, $200,000
Specified Amount = $2920.67
Surrender Charge for Initial Specified Amount =
(.3X$2920.67) + (.1X($3000.00-$2920.67)) = $876.20 +
$7.93 = $ 884.13(i)
$6.00 per $1000 of Initial Specified Amount $1200.00(ii)
---------------------------
$2084.13(a)
The total Surrender Charge for the Initial Specified Amount
is $2084.13(a) times the applicable surrender charge grading
factor(b), ($2084.13 X 40%) = $833.65.
For the increase in Specified Amount;
Sum of the premiums in the first two years following the
increase in Specified Amount, applicable to the increase in
Specified Amount =
($1500 X 2) X ($50,000 / $250,000) = $600.00.
Guideline Annual Premium Amount (Female, Age 50, $50,000
Specified Amount) = $978.23.
72
<PAGE>
Surrender Charge for the increase in Specified Amount =
(.3 X $600.00) $180.00(i)
$6.00 per $1000 of increase in Specified Amount $300.00(ii)
--------------------------
$480.00(a)
The total Surrender Charge for the increase in the Specified
Amount is $480.00(a) times the applicable surrender charge
grading factor(b), ($480.00 X 100%) = $480.00
The overall Surrender Charge for the Policy is ($833.65 +
$480.00) = $1313.65.
DEFINITIONS AND TABLES
(a)(i) The Deferred Sales Charge is based on the actual
premium paid and the applicable Guideline Annual
Premium Amount, and is calculated assuming the
following:
<TABLE>
<S> <C>
DURING POLICY YEAR:
1 and 2 30% of the sum of the premiums paid up to an
amount equal to the Guideline Annual Premium
Amount,* plus 10% of the sum of the premiums paid
between one and two times the Guideline Annual
Premium Amount, plus 9% of the sum of the premiums
paid in excess of two times the Guideline Annual
Premium Amount.
3 through 10 same dollar amount as of the end of Policy Year 2.
</TABLE>
In no event will the Deferred Sales Charge exceed the
maximum permitted under federal or state law.
(ii) The Deferred Administrative Charge is $6.00 per
$1,000 of Specified Amount.
(b) SURRENDER CHARGE GRADING FACTORS
<TABLE>
<S> <C>
Policy Years** 1-5 100%
Policy Year 6 80%
Policy Year 7 60%
Policy Year 8 40%
Policy Year 9 20%
Policy Year 10 0%
</TABLE>
If a Surrender Charge becomes effective at other than the
end of a Policy Year, any applicable surrender charge
grading factor will be applied on a pro rata basis as of
such effective date.
* Guideline Annual Premium Amount is the level annual
amount that would be payable through the latest maturity
date permitted under the policy but not less than 20
years after date of issue or (if earlier) age 95 for the
future benefits under the policy, subject to the
following provisions: (A) the payments were fixed by the
Life Insurer as to both timing and amount; and (B) the
payments were based on the 1980 Commissioners Standard
Ordinary Mortality Table, net investment earnings at the
greater of an annual effective of 5% or rate or rates
guaranteed at issue of the Policy, the sales load under
the policy, and the fees and charges specified in the
Policy. A new Guideline Annual Premium Amount is
determined for each increase in Specified Amount under
the policy; in such event, "Policy Years" are measured
from the effective date(s) of such increase(s).
** Number of Policy Years elapsed since the Date of Issue
and from the effective date(s) of any increase(s) in
Specified Amount.
73
<PAGE>
APPENDIX 2
ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
AND DEATH BENEFITS
The illustrations in this Prospectus have been prepared to
help show how values under the Policies change with
investment performance. The illustrations illustrate how
Accumulation Values, Surrender Values and Death Benefits
under a Policy would vary over time if the hypothetical
gross investment rates of return were a uniform annual
effective rate of either 0%, 6% or 12%. If the hypothetical
gross investment rate of return averages 0%, 6%, or 12% over
a period of years, but fluctuates above or below those
averages for individual years, the Accumulation Values,
Surrender Values and Death Benefits may be different. The
illustrations also assume there are no Policy loans or
partial surrenders, no additional Premium Payments are made
other than shown, no Accumulation Values are allocated to
the Fixed Account, and there are no changes in the Specified
Amount or Death Benefit Option.
The amounts shown for the Accumulation Value, Surrender
Value and Death Benefit as of each Policy Anniversary
reflect the fact that the net investment return on the
assets held in the Sub-Accounts is lower than the gross
return. This is due to the daily charges made against the
assets of the Sub-Accounts for assuming mortality and
expense risks. The current mortality and expense risk
charges are equivalent to an annual effective rate of 0.45%
of the daily net asset value of the Variable Account. On
each Policy Anniversary beginning with the 11th, the
mortality and expense risk charge is reduced to 0.25% on an
annual basis of the daily net assets of the Variable
Account. In addition, the net investment returns also
reflect the deduction of Fund investment advisory fees and
other expenses which will vary depending on which funding
vehicle is chosen but which are assumed for purposes of
these illustrations to be equivalent to an annual effective
rate of 1.00% of the daily net asset value of the Variable
Account.
Considering current charges for mortality and expense risks
and the assumed Fund expenses, gross annual rates of return
of 0%, 6%, and 12% correspond to net investment experience
at constant annual rates of -1.45%, 4.55% and 10.55%. On
each Policy Anniversary beginning with the 11th, the gross
annual rates of return of 0%, 6%, and 12% correspond to net
investment experience at constant annual rates of -1.25%,
4.75%, and 10.75%. This is due to a current reduction in the
mortality and expense risk charge from an annual effective
rate of 0.45% to an annual effective rate of 0.25% after ten
Policy Years.
The illustrations also reflect the fact that the Company
makes monthly charges for providing insurance protection.
Current values reflect current Cost of Insurance charges and
guaranteed values reflect the maximum Cost of Insurance
charges guaranteed in the Policy. The values shown are for
Policies which are issued as standard. Policies issued on a
substandard basis would result in lower Accumulation Values
and Death Benefits than those illustrated.
The illustrations also reflect the fact that the Company
deducts a premium load from each Premium Payment. Current
and guaranteed values reflect a deduction of 3.5% of each
Premium Payment.
The Surrender Values shown in the illustrations reflect the
fact that the Company will deduct a Surrender Charge from
the Policy's Accumulation Value for any Policy surrendered
in full during the first ten years.
In addition, the illustrations reflect the fact that the
Company deducts a monthly administrative charge at the
beginning of each Policy Month. This monthly administrative
74
<PAGE>
expense charge is $15 per month in the first year. Current
values reflect a current monthly administrative expense
charge of $5 in renewal years, and guaranteed values reflect
the $10 maximum monthly administrative charge under the
Policy in renewal years.
Upon request, the Company will furnish a comparable
illustration based on the proposed insured's age, gender
classification, smoking classification, risk classification
and premium payment requested.
75
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NONSMOKER ISSUE AGE 35
$2,720 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
GUARANTEED BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
------ ----------- ------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,856 500,000 500,000 500,000 1,360 1,478 1,597 0 0 0
2 5,855 500,000 500,000 500,000 2,693 3,015 3,354 0 0 0
3 9,004 500,000 500,000 500,000 3,925 4,539 5,209 0 0 577
4 12,310 500,000 500,000 500,000 5,049 6,038 7,164 417 1,406 2,532
5 15,781 500,000 500,000 500,000 6,052 7,497 9,213 1,420 2,865 4,581
6 19,426 500,000 500,000 500,000 6,926 8,905 11,357 3,221 5,199 7,652
7 23,254 500,000 500,000 500,000 7,656 10,240 13,587 4,877 7,461 10,808
8 27,272 500,000 500,000 500,000 8,243 11,500 15,913 6,390 9,647 14,060
9 31,492 500,000 500,000 500,000 8,671 12,663 18,325 7,745 11,736 17,399
10 35,922 500,000 500,000 500,000 8,938 13,719 20,831 8,938 13,719 20,831
15 61,628 500,000 500,000 500,000 7,457 16,739 34,646 7,457 16,739 34,646
20 94,436 -- 500,000 500,000 -- 13,283 49,735 -- 13,283 49,735
25 136,309 -- -- 500,000 -- -- 62,239 -- -- 62,239
30 189,749 -- -- 500,000 -- -- 64,388 -- -- 64,388
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Guaranteed cost of insurance rates,
mortality and expense risk charges, administrative
fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
76
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NONSMOKER ISSUE AGE 35
$2,720 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
CURRENT BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
------ ----------- ------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,856 500,000 500,000 500,000 1,561 1,685 1,810 0 0 0
2 5,855 500,000 500,000 500,000 3,217 3,568 3,936 0 0 0
3 9,004 500,000 500,000 500,000 4,841 5,531 6,280 209 899 1,648
4 12,310 500,000 500,000 500,000 6,430 7,570 8,861 1,798 2,938 4,229
5 15,781 500,000 500,000 500,000 7,975 9,682 11,693 3,343 5,050 7,061
6 19,426 500,000 500,000 500,000 9,466 11,858 14,794 5,760 8,153 11,088
7 23,254 500,000 500,000 500,000 10,894 14,094 18,182 8,115 11,314 15,403
8 27,272 500,000 500,000 500,000 12,252 16,381 21,881 10,399 14,528 20,028
9 31,492 500,000 500,000 500,000 13,530 18,713 25,912 12,604 17,787 24,986
10 35,922 500,000 500,000 500,000 14,721 21,084 30,305 14,721 21,084 30,305
15 61,628 500,000 500,000 500,000 19,259 33,556 59,415 19,259 33,556 59,415
20 94,436 500,000 500,000 500,000 20,436 46,037 104,975 20,436 46,037 104,975
25 136,309 500,000 500,000 500,000 17,225 57,440 178,163 17,225 57,440 178,163
30 189,749 500,000 500,000 500,000 8,080 66,011 299,511 8,080 66,011 299,511
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Current cost of insurance rates assumed.
Current mortality and expense risk charges,
administrative fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
77
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NONSMOKER ISSUE AGE 45
$4,685 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
GUARANTEED BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
------ ----------- ------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,919 500,000 500,000 500,000 2,027 2,220 2,414 0 0 0
2 10,084 500,000 500,000 500,000 3,903 4,416 4,956 0 0 0
3 15,508 500,000 500,000 500,000 5,558 6,513 7,560 0 729 1,777
4 21,203 500,000 500,000 500,000 6,985 8,496 10,227 1,201 2,713 4,443
5 27,182 500,000 500,000 500,000 8,165 10,338 12,939 2,382 4,555 7,155
6 33,460 500,000 500,000 500,000 9,088 12,019 15,688 4,462 7,392 11,061
7 40,053 500,000 500,000 500,000 9,715 13,488 18,437 6,245 10,018 14,967
8 46,974 500,000 500,000 500,000 10,015 14,702 21,153 7,701 12,389 18,839
9 54,242 500,000 500,000 500,000 9,949 15,606 23,790 8,792 14,449 22,633
10 61,874 500,000 500,000 500,000 9,472 16,135 26,295 9,472 16,135 26,295
15 106,150 -- 500,000 500,000 -- 11,290 35,182 -- 11,290 35,182
20 162,660 -- -- 500,000 -- -- 29,787 -- -- 29,787
25 234,782 -- -- -- -- -- -- -- -- --
30 326,828 -- -- -- -- -- -- -- -- --
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Guaranteed cost of insurance rates,
mortality and expense risk charges, administrative
fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
78
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE NONSMOKER ISSUE AGE 45
$4,685 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
CURRENT BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
------ ----------- ------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4,919 500,000 500,000 500,000 3,025 3,250 3,476 0 0 0
2 10,084 500,000 500,000 500,000 6,041 6,685 7,357 257 901 1,574
3 15,508 500,000 500,000 500,000 8,919 10,180 11,551 3,136 4,396 5,768
4 21,203 500,000 500,000 500,000 11,653 13,731 16,084 5,869 7,947 10,300
5 27,182 500,000 500,000 500,000 14,235 17,332 20,985 8,452 11,548 15,201
6 33,460 500,000 500,000 500,000 16,660 20,977 26,286 12,033 15,351 21,659
7 40,053 500,000 500,000 500,000 18,921 24,662 32,025 15,451 21,192 28,554
8 46,974 500,000 500,000 500,000 21,011 28,380 38,243 18,697 26,067 35,929
9 54,242 500,000 500,000 500,000 22,924 32,126 44,988 21,767 30,970 43,831
10 61,874 500,000 500,000 500,000 24,653 35,895 52,313 24,653 35,895 52,313
15 106,150 500,000 500,000 500,000 30,617 55,389 100,953 30,617 55,389 100,953
20 162,660 500,000 500,000 500,000 30,599 74,543 178,543 30,599 74,543 178,543
25 234,782 500,000 500,000 500,000 20,949 90,039 306,538 20,949 30,039 306,538
30 326,829 500,000 500,000 565,097 0 91,616 528,128 0 91,616 528,128
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Guaranteed cost of insurance rates,
mortality and expense risk charges, administrative
fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
79
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE NONSMOKER ISSUE AGE 35
$2,075 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
GUARANTEED BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
------ ----------- ------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,179 500,000 500,000 500,000 975 1,063 1,151 0 0 0
2 4,466 500,000 500,000 500,000 1,938 2,176 2,426 0 0 0
3 6,869 500,000 500,000 500,000 2,821 3,272 3,765 0 0 0
4 9,391 500,000 500,000 500,000 3,615 4,338 5,163 0 93 918
5 12,039 500,000 500,000 500,000 4,308 5,360 6,613 63 1,115 2,368
6 14,820 500,000 500,000 500,000 4,891 6,326 8,109 1,495 2,930 4,713
7 17,739 500,000 500,000 500,000 5,357 7,223 9,647 2,810 4,676 7,100
8 20,805 500,000 500,000 500,000 5,704 8,045 11,226 4,006 6,347 9,528
9 24,024 500,000 500,000 500,000 5,938 8,792 12,857 5,089 7,943 12,008
10 27,404 500,000 500,000 500,000 6,056 9,457 14,541 6,056 9,457 14,541
15 47,014 500,000 500,000 500,000 4,817 11,264 23,825 4,817 11,264 23,825
20 72,042 -- 500,000 500,000 -- 8,987 34,132 -- 8,987 34,132
25 103,985 -- -- 500,000 -- -- 44,484 -- -- 44,484
30 144,754 -- -- 500,000 -- -- 52,904 -- -- 52,904
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Guaranteed cost of insurance rates,
mortality and expense risk charges, administrative
fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
80
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE NONSMOKER ISSUE AGE 35
$2,075 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
CURRENT BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS GROSS GROSS
GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
- ------ ----------- ---------------------------- ---------------------------- ----------------------------
1 2,179 500,000 500,000 500,000 1,154 1,247 1,341 0 0 0
2 4,466 500,000 500,000 500,000 2,402 2,666 2,943 0 0 0
3 6,869 500,000 500,000 500,000 3,619 4,136 4,700 0 0 455
4 9,391 500,000 500,000 500,000 4,781 5,636 6,604 536 1,391 2,359
5 12,039 500,000 500,000 500,000 5,884 7,160 8,664 1,639 2,915 4,419
6 14,820 500,000 500,000 500,000 6,927 8,709 10,898 3,531 5,313 7,502
7 17,739 500,000 500,000 500,000 7,912 10,286 13,325 5,365 7,739 10,778
8 20,805 500,000 500,000 500,000 8,840 11,891 15,965 7,142 10,193 14,267
9 24,024 500,000 500,000 500,000 9,711 13,526 18,842 8,862 12,677 17,993
10 27,404 500,000 500,000 500,000 10,527 15,194 21,982 10,527 15,194 21,982
15 47,014 500,000 500,000 500,000 13,782 24,139 42,967 13,782 24,139 42,967
20 72,042 500,000 500,000 500,000 15,155 33,622 76,248 15,155 33,622 76,248
25 103,985 500,000 500,000 500,000 14,197 43,270 130,050 14,197 43,270 130,050
30 144,754 500,000 500,000 500,000 9,997 52,180 218,566 9,997 52,180 218,566
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Current cost of insurance rates assumed.
Current mortality and expense risk charges,
administrative fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
81
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE NONSMOKER ISSUE AGE 35
$3,550 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
GUARANTEED BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS GROSS GROSS
GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
END OF AT NET NET NET NET NET NET NET NET NET
POLICY 5% INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
- ------ ----------- ---------------------------- ---------------------------- ----------------------------
1 3,728 500,000 500,000 500,000 1,435 1,578 1,722 0 0 0
2 7,641 500,000 500,000 500,000 2,789 3,166 3,562 0 0 0
3 11,751 500,000 500,000 500,000 4,001 4,699 5,466 0 0 336
4 16,066 500,000 500,000 500,000 5,057 6,161 7,426 0 1,031 2,296
5 20,597 500,000 500,000 500,000 5,952 7,539 9,438 822 2,409 4,308
6 25,354 500,000 500,000 500,000 6,673 8,815 11,495 2,569 4,711 7,391
7 30,349 500,000 500,000 500,000 7,214 9,975 13,591 4,136 6,897 10,513
8 35,594 500,000 500,000 500,000 7,558 10,994 15,712 5,506 8,942 13,660
9 41,102 500,000 500,000 500,000 7,679 11,838 17,833 6,653 10,812 16,807
10 45,884 500,000 500,000 500,000 7,575 12,492 19,950 7,575 12,492 19,950
15 80,434 500,000 500,000 500,000 3,692 12,535 30,446 3,692 12,535 30,446
20 123,253 -- 500,000 500,000 -- 4,013 38,841 -- 4,013 38,841
25 177,903 -- -- 500,000 -- -- 34,340 -- -- 34,340
30 247,651 -- -- -- -- -- -- -- -- --
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Guaranteed cost of insurance rates,
mortality and expense risk charges, administrative
fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
82
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE NONSMOKER ISSUE AGE 45
$3,550 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1
CURRENT BASIS
<TABLE>
<CAPTION>
DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
GROSS GROSS GROSS
GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12% GROSS 0% GROSS 6% 12%
NET NET NET NET NET NET NET NET NET
PREMIUMS -1.45% 4.55% 10.55% -1.45% 4.55% 10.55% -1.45% 4.55% 10.55%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACCUMULATED IN YEARS 1-10 IN YEARS 1-10 IN YEARS 1-10
AT
END OF 5% NET NET NET NET NET NET NET NET NET
POLICY INTEREST -1.25% 4.75% 10.75% -1.25% 4.75% 10.75% -1.25% 4.75% 10.75%
YEAR PER YEAR IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER IN YEARS 11 AND AFTER
- ------ --------- ---------------------------- ---------------------------- ----------------------------
1 3,728 500,000 500,000 500,000 2,174 2,341 2,508 0 0 0
2 7,641 500,000 500,000 500,000 4,387 4,861 5,356 0 0 226
3 11,751 500,000 500,000 500,000 6,514 7,441 8,450 1,384 2,311 3,320
4 16,066 500,000 500,000 500,000 8,553 10,081 11,812 3,423 4,951 6,682
5 20,597 500,000 500,000 500,000 10,501 12,780 15,467 5,371 7,650 10,337
6 25,354 500,000 500,000 500,000 12,355 15,536 19,445 8,251 11,432 15,341
7 30,349 500,000 500,000 500,000 14,113 18,349 23,777 11,035 15,271 20,699
8 35,594 500,000 500,000 500,000 15,772 21,219 28,498 13,720 19,167 26,446
9 41,102 500,000 500,000 500,000 17,329 24,144 33,647 16,303 23,118 32,621
10 46,884 500,000 500,000 500,000 18,782 27,124 39,270 18,782 27,124 39,270
15 80,434 500,000 500,000 500,000 24,612 43,212 77,089 24,612 43,212 77,089
20 123,253 500,000 500,000 500,000 27,014 60,447 137,860 27,014 60,447 137,860
25 177,903 500,000 500,000 500,000 24,279 77,481 237,386 24,279 77,481 237,386
30 247,651 500,000 500,000 500,000 12,642 90,961 405,165 12,642 90,961 405,165
</TABLE>
All Amounts are in Dollars
If premiums are paid more frequently than annually,
the Death Benefits, Accumulation Values and
Surrender Values would be less than those
illustrated.
Assumes no policy loans or partial surrenders have
been made. Current cost of insurance rates assumed.
Current mortality and expense risk charges,
administrative fees and premium load assumed.
These investment results are illustrative only and
should not be considered a representation of past
or future investment results. Actual investment
results may be more or less than those shown and
will depend on a number of factors, including the
Policy Owner's allocations and the Funds' rates of
return. Accumulation Values and Surrender Values
for a Policy would be different from those shown if
the actual investment rates of return averaged 0%,
6% and 12% over a period of years, but fluctuated
above or below those averages for individual Policy
Years. No representations can be made that these
rates of return will in fact be achieved for any
one year or sustained over a period of time.
The net rates of return referred to above reflect
the deduction of 0.45% per year in years 1-10 and
0.25% thereafter for the mortality and expense risk
charge and Fund expenses assumed to be 1.00% per
year but which may be higher or lower (see pages 10
and 11 of this prospectus).
83
<PAGE>
APPENDIX 3
TAX INFORMATION
The Office of Tax Analysis of the U.S. Department of the
Treasury published a "Report to the Congress on the Taxation
of Life Insurance Company Products" in March 1990. Page 4 of
this report is Table 1.1, a "Comparison of Tax Treatment of
Life Insurance Products and Other Retirement Savings Plans".
Because it is a convenient summary of the relevant tax
characteristics of these products and plans, it is reprinted
here, with added footnotes to reflect exceptions to the
general rules.
------------------------
TABLE 1.1
COMPARISON OF TAX TREATMENT OF LIFE INSURANCE PRODUCTS AND
OTHER RETIREMENT SAVINGS PLANS
<TABLE>
<CAPTION>
CASH-VALUE
LIFE NON-QUALIFIED QUALIFIED
INSURANCE ANNUITIES IRA'S PENSION
--------------- ----------------- -------------- -----------
<S> <C> <C> <C> <C>
Annual Contribution Limits No No Yes Yes
Income Eligibility Limits No No Yes** No
Borrowing Treated as Distributions No* Yes Loans not Yes,
allowed beyond
$50,000
Income Ordering Rules (Income included in First No* Yes Yes Yes
Distribution)
Early Withdrawal Penalties No* Yes*** Yes*** Yes***
Minimum Distribution Rules by Age 70 1/2 No No Yes Yes
Maximum Annual Distribution Rules No No Yes Yes
Anti-discrimination Rules No No No Yes
</TABLE>
- ------------------------
Department of the Treasury March 1990
Office of Tax Analysis
*If the Policy is not a modified endowment contract.
**If amounts paid in to fund the IRA are deductible; once over the income
eligibility limits amounts paid into an IRA are permitted but not deductible.
***There are several exceptions to the application of the early withdrawal
penalties for annuities, IRAs and qualified pensions.
The foregoing information is not intended as tax advice. You
should consult with your own tax advisor for more complete
information.
84
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet;
A cross-reference sheet (reconciliation and tie);
The prospectus, consisting of 84 pages;
The undertaking to file reports;
The signatures;
Written consents of the following persons:
Robert A. Picarello (previously filed with Pre-Effective Amendment
No. 1)
Michelle L. Kunzman (previously filed with Pre-Effective Amendment
No. 1)
Price Waterhouse LLP
Exhibit 1. Fund Participation Agreements.
Agreements between Connecticut General Life Insurance Company and
(a) Alger American Fund
(b) Fidelity Variable Products Fund*
(c) Fidelity Variable Products Fund II*
(d) MFS-Registered Trademark- Variable Insurance Trust*
(e) Neuberger & Berman Advisers Management Trust
(f) OCC Accumulation Trust*
*Incorporated by reference to Form S-6 Post-Effective Amendment No. 1
(File No. 83-89238) of CG Variable Life Insurance Separate Account II,
filed April 19, 1996.
<PAGE>
[LOGO]
543778 (5/96)
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 2 to the registration statement of the CG Variable
Life Insurance Separate Account I on Form S-6 of our reports dated February 13,
1996 and February 26, 1996, relating to the consolidated financial statements of
Connecticut General Life Insurance Company and of the CG Variable Life Insurance
Separate Account I of Connecticut General Life Insurance Company, respectively,
which appear in such Prospectus. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Hartford, Connecticut
April 19, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I, has duly caused this
Post-Effective Amendment No. 2 to this registration statement on Form S-6 (File
No. 33-84426) to be signed on its behalf by the undersigned thereunto duly
authorized, in the Town of Bloomfield and State of Connecticut, on the 17th day
of April, 1996. By such signature, Registrant hereby certifies that this
Post-Effective Amendment meets all the requirements for effectiveness under Rule
485(b) under the Securities Act of 1933.
CG VARIABLE LIFE INSURANCE SEPARATE
ACCOUNT I
(Registrant)
By: ________/s/_THOMAS C. JONES_______
Thomas C. Jones,
PRESIDENT
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
(Depositor)
By: ________/s/_THOMAS C. JONES_______
Thomas C. Jones,
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement (File No. 33-89238) has
been signed below by the following persons as officers and directors of the
Depositor on April 17, 1996 in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ------------------------------------------------------
<C> <S>
/s/THOMAS C. JONES President
Thomas C. Jones (Principal Executive Officer)
/s/JAMES T. KOHAN* Vice President and Actuary (Principal Financial
James T. Kohan Officer)
/s/ROBERT MOOSE*
Robert Moose Vice President (Principal Accounting Officer)
/s/HAROLD W. ALBERT*
Harold W. Albert Director
/s/S. TYRONE ALEXANDER*
S. Tyrone Alexander Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ------------------------------------------------------
<C> <S>
/s/MARTIN A. BRENNAN*
Martin A. Brennan Director
/s/ROBERT W. BURGESS*
Robert W. Burgess Director
/s/JOHN G. DAY*
John G. Day Director
/s/JOSEPH M. FITZGERALD*
Joseph M. Fitzgerald Director
/s/ARTHUR C. REEDS, III*
Arthur C. Reeds, III Director
/s/PATRICIA L. ROWLAND*
Patricia L. Rowland Director
/s/W. ALLEN SCHAFFER, M.D.*
W. Allen Schaffer, M.D. Director
*By: /s/ROBERT A. PICARELLO*
Robert A. Picarello
ATTORNEY-IN-FACT
(A Majority of the Directors)
</TABLE>
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of Connecticut General Life
Insurance Company, hereby severally constitute and appoint David C. Kopp and
Robert A. Picarello, and each of them individually, our true and lawful
attorneys-in-fact, with full power to them and each of them to sign for us, in
our names and in the capacities indicated below, any and all amendments to
Registration Statement No. 33-89238 filed with the Securities and Exchange
Commission under the Securities Act of 1933, hereby ratifying and confirming our
signatures as they may be signed by either of our attorneys-in-fact to any such
Registration Statement.
WITNESS our hands and common seal on this 31st day of May, 1995.
SIGNATURE TITLE
- ----------------------------------- -------------------------
THOMAS C. JONES
- ----------------------------------- President (Principal
Thomas C. Jones Executive Officer)
JAMES T. KOHAN Vice President and
- ----------------------------------- Actuary (Principal
James T. Kohan Financial Officer)
ROBERT MOOSE
- ----------------------------------- Vice President (Principal
Robert Moose Accounting Officer)
HAROLD W. ALBERT
- ----------------------------------- Director
Harold W. Albert
S. TYRONE ALEXANDER
- ----------------------------------- Director
S. Tyrone Alexander
MARTIN A. BRENNAN
- ----------------------------------- Director
Martin A. Brennan
ROBERT W. BURGESS
- ----------------------------------- Director
Robert W. Burgess
JOHN G. DAY
- ----------------------------------- Director
John G. Day
JOSEPH M. FITZGERALD
- ----------------------------------- Director
Joseph M. Fitzgerald
ARTHUR C. REEDS, III
- ----------------------------------- Director
Arthur C. Reeds, III
PATRICIA L. ROWLAND
- ----------------------------------- Director
Patricia L. Rowland
W. ALLEN SCHAFFER, M.D.
- ----------------------------------- Director
W. Allen Schaffer, M.D.
<PAGE>
FUND PARTICIPATION AGREEMENT
WITH
ALGER AMERICAN FUND
THIS AGREEMENT is made this 10th day of November, 1994, by and among
Alger American Fund (the "Trust"), an open-end management investment company
organized as a Massachusetts business trust, Connecticut General Life Insurance
Company, a life insurance company organized as a corporation under the laws of
the State of Connecticut (the "Company"), on its own behalf and on behalf of
each segregated asset account of the Company set forth in, Schedule A, as may be
amended from time to time (the "Accounts"), and Fred Alger Management, Inc., a
New York corporation, the Trust's investment adviser (the "Adviser").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the " 1940 Act"), and has an
effective registration statement relating to the offer and sale of the various
series of its shares under the Securities Act of 1933, as amended (the "1933
Act");
WHEREAS, the Trust and the Adviser desire that Trust shares be used as an
investment vehicle for separate accounts established for variable life insurance
policies and variable annuity contracts to be offered by life insurance
companies which have entered into fund participation agreements with the Trust
(the "Participating Insurance Companies");
WHEREAS, shares of beneficial interest in the Trust are divided into
several series of shares, each series representing an interest in a particular
managed portfolio of securities and other assets, and certain of those series
named in Schedule B (the "Portfolios") are to be made available for purchase by
the Company for the Accounts;
WHEREAS, the Trust has received an order from the Commission, dated
February 17, 1989 (File No. 812-7076), granting Participating Insurance
Companies and their separate accounts exemptions from the provisions of Sections
9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-
3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Portfolios of the Trust to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated life
insurance companies and certain qualified pension and retirement plans (the
"Shared Funding Exemptive, Order");
WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and variable annuity contracts to be
issued by the Company under which the Portfolios are to be made available as
investment vehicles (the "Contracts");
WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act unless an exemption from registration
under the 1940 Act is available and the Trust has been so advised;
WHEREAS, the Company desires to use shares of one or more Portfolios as
investment vehicles for the Accounts;
<PAGE>
NOW THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE I.
PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES
1.1. For purposes of this Article 1, the Company shall be the Trust's
agent for the receipt from each Account of purchase orders and requests for
redemption pursuant to the Contracts relating to each Portfolio, provided that
the Company notifies the Trust of such purchase orders and requests for
redemption by 9:30 a.m. Eastern time on the next following Business Day, as
defined in Section 1.3.
1.2. The Trust shall make shares of the Portfolios available to the
Accounts at the net asset value next computed after receipt of a purchase order
by the Trust (or its agent), as established in accordance with the provisions
of the then current prospectus of the Trust describing Portfolio purchase
procedures. The Company will transmit orders from time to time to the Trust for
the purchase and redemption of shares of the Portfolios. The Trustees of the
Trust (the "Trustees") may refuse to sell shares of any Portfolio to any person,
or suspend or terminate the offering of shares of any Portfolio if such action
is required by law or by regulatory authorities having jurisdiction or if, in
the sole discretion of the Trustees acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, such action is
deemed in the best interests of the shareholders of such Portfolio.
1.3. The Company shall pay for the purchase of shares of a Portfolio on
behalf of an Account with federal funds to be transmitted by wire to the Trust,
with the reasonable expectation of receipt by the Trust by 2:00 p.m. Eastern
time on the next Business Day after the Trust (or its agent) receives the
purchase order. Upon receipt by the Trust of the federal funds so wired, such
funds shall cease to be the responsibility of the Company and shall become the
responsibility of the Trust for this purpose. "Business Day" shall mean any day
on which the New York Stock Exchange is open for trading and on which the Trust
calculates its net asset value pursuant to the rules of the Commission.
1.4. The Trust will redeem for cash any full or fractional shares of
any Portfolio, when requested by the Company on behalf of an Account, at the net
asset value next computed after receipt by the Trust (or its agent) of the
request for redemption, as established in accordance with the provisions of the
then current prospectus of the Trust describing Portfolio redemption procedures.
The Trust shall make payment for such shares in the manner established from time
to time by the Trust. Proceeds of redemption with respect to a Portfolio will
normally be paid to the Company for an Account in federal funds transmitted by
wire to the Company by order of the Trust with the reasonable expectation of
receipt by the Company by 2:00 p.m. Eastern time on the next Business Day after
the receipt by the Trust (or its agent) of the request for redemption. Such
payment may be delayed if, for example, the Portfolio's cash position so
requires or if extraordinary market conditions exist, but in no event shall
payment be delayed for a greater period than is permitted by the 1940 Act.
2
<PAGE>
1.5. Payments for the purchase of shares of the Trust's Portfolios by
the Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 on any Business Day may be netted against
one another for the purpose of determining the amount of any wire transfer.
1.6. Issuance and transfer of the Trust's Portfolio shares will be by
book entry only. Stock certificates will not be issued to the Company or the
Accounts. Portfolio Shares purchased from the Trust will be recorded in the
appropriate title for each Account or the appropriate subaccount of each
Account.
1. 7. The Trust shall furnish, on or before the ex-dividend date,
notice to the Company of any income dividends or capital gain distributions
payable on the shares of any Portfolio of the Trust. The Company hereby elects
to receive all such income dividends and capital gain distributions as are
payable on a Portfolio's shares in additional shares of that Portfolio. The
Trust shall notify the Company of the number of shares so issued as payment of
such dividends and distributions.
1.8. The Trust shall calculate the net asset value of each Portfolio on
each Business Day, as defined in Section 1.3. The Trust shall make the net asset
value per share for each Portfolio available to the Company or its designated
agent on a daily basis as soon as reasonably practical after the net asset value
per share is calculated and shall use its best efforts to make such net asset
value per share available to the Company by 6:30 p.m. Eastern time each Business
Day.
1.9. The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their segregated asset accounts, to the
Fund Sponsor or its affiliates and to certain qualified pension and retirement
plans to the extent permitted by the Shared Funding Exemptive Order. No shares
of any Portfolio will be sold directly to the general public. The Company
agrees that it will use Trust shares only for the purposes of funding the
Contracts through the Accounts listed in Schedule A, as amended from time to
time.
1.10. The Trust agrees that all Participating Insurance Companies
shall have the obligations and responsibilities regarding pass-through voting
and conflicts of interest corresponding materially to those contained in Section
2.9 and Article IV of this Agreement.
ARTICLE II.
OBLIGATIONS OF THE PARTIES
2.1. The Trust shall prepare and be responsible for filing with the
Commission and any state regulators requiring such filing all shareholder
reports, notices, proxy materials (or similar materials such as voting instruct-
ion solicitation materials), prospectuses and statements of additional
information of the Trust. The Trust shall bear the costs of registration and
qualification of shares of the Portfolios, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an issuer is
subject on the issuance and transfer of its shares.
3
<PAGE>
2.2. At the option of the Company, the Trust shall either (a) provide
the Company with as many copies of portions of the Trust's current prospectus,
annual report, semi-annual report and other shareholder communications,
including any amendments or supplements to any of the foregoing, pertaining
specifically to the Portfolios as the Company shall reasonably request; or (b)
provide the Company with a camera ready copy of such documents in a form
suitable for printing and from which information relating to each of the series
of the Trust other than the Portfolios has been deleted to the extent
practicable. Should the Company wish to print any such document in a different
format than that provided by the Trust, the Company shall bear the cost of any
format change. The Trust shall provide the Company with a copy of its current
statement of additional information, including any amendments or supplements, in
a form suitable for duplication by the Company. The Trust (at its expense)
shall provide the Company with copies of any Trust-sponsored proxy materials in
such quantity as the Company shall reasonably require for distribution to
Contract owners.
2.3. The Trust shall bear its proportionate share of the costs of
printing and distributing documents including the Trust's prospectus,
shareholder reports and other shareholder communications to owners of Contracts
for which a Portfolio or Portfolios of the Trust is serving or may serve as an
investment vehicle, such proportionate share, when not directly determinable, to
be based on the relative number of pages. The Company will use its best efforts
to control those costs, will submit bills therefor to the Trust for
reimbursement, and will advise the Trust semi-annually of how many Contract
owners are using the Trust as a funding vehicle. The Company shall bear the
costs of distributing proxy materials (or similar materials such as voting
solicitation instructions) and statements of additional information to Contract
owners, as well as printing and distribution costs relating to prospective
owners of Contracts. The Company assumes sole responsibility for ensuring that
such materials are delivered to Contract owners in accordance with applicable
federal and state securities laws.
2.4. The Company agrees and acknowledges that the Adviser is the sole
owner of the name and mark "Alger" and that all use of any designation comprised
in whole or part of such name or mark under this Agreement shall inure to the
benefit of the Adviser. Except as provided in Section 2.5, the Company shall
not use any such name or mark on its own behalf or on behalf of the Accounts or
Contracts in any registration statement, advertisement, sales literature or
other materials relating to the Accounts or Contracts without the prior written
consent of the Adviser. Upon termination of this Agreement for any reason, the
Company shall cease all use of any such name or mark as soon as reasonably
practicable.
2.5. The Company shall furnish, or cause to be furnished, to the Trust
or its designee a copy of each Contract prospectus and/or statement of
additional information describing the Contracts, each report to Contract owners,
proxy statement, application for exemption or request for no-action letter in
which the Trust or the Adviser is named contemporaneously with the filing of
such document with the Commission. The Company shall furnish, or shall cause to
be furnished, to the Trust or its designee each piece of sales literature or
other promotional material in which the Trust or the Adviser is named, at least
five Business Days prior to its use. No such material shall be used if the
Trust or its designee reasonably objects to such use within three Business Days
after receipt of such material.
4
<PAGE>
2.6. The Company shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust or
the Adviser in connection with the sale of the Contracts other than information
or representations contained in and accurately derived from the registration
statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), annual and
semiannual reports of the Trust, Trust-sponsored proxy statements, or in sales
literature or other promotional material approved by the Trust or its designee,
except as required by legal process or regulatory authorities or with the
written permission of the Trust, the Adviser or their respective designees. The
Trust and the Adviser agree to respond to any request for approval on a prompt
and timely basis. The Company shall adopt and implement procedures reasonably
designed to ensure that "broker only" materials including information therein
about the Trust or the Adviser are not distributed to existing or prospective
Contract owners.
2.7. The Trust shall use its best efforts to provide the Company, on a
timely basis, with such information about the Trust, the Portfolios and the
Adviser, in such form as the Company may reasonably require, as the Company
shall reasonably request in connection with the preparation of registration
statements, prospectuses and annual and semi-annual reports pertaining to the
Contracts.
2.8. The Trust and the Adviser shall not give, and agree that no
affiliate of either of them shall give any information or make any
representations or statements on behalf of the Company or concerning the
Company, the Accounts or the Contracts other than information or representations
contained in and accurately derived from the registration statement or
prospectus for the Contracts (as such registration statement and prospectus may
be amended or supplemented from time to time), or in materials approved by the
Company for distribution including sales literature or other promotional
materials, except as required by legal process or regulatory authorities or with
the written permission of the Company. The Company agrees to respond to any
request for approval on a prompt and timely basis.
2.9. So long as, and to the extent that, the Commission interprets the
1940 Act to require pass-through voting privileges for Contract owners, the
Company will provide pass-through voting privileges to Contract owners whose
cash values are invested, through the registered Accounts, in shares of one or
more Portfolios of the Trust. The Trust shall require all Participating
Insurance Companies to calculate voting privileges in the same manner and the
Company shall be responsible for assuring that the Accounts calculate voting
privileges in the manner established by the Trust. With respect to each
registered Account, the Company will vote shares of each Portfolio of the Trust
held by a registered Account and for which no timely voting instructions from
Contract owners are received in the same proportion as those shares for which
voting instructions are received. The Company and its agents will in no way
recommend or oppose or interfere with the solicitation of proxies for Portfolio
shares held to fund the Contracts without the prior written consent of the
Trust, which consent may be withheld in the Trust's sole discretion. The
Company reserves the right, to the extent permitted by law, to vote shares held
in any Account in its sole discretion.
5
<PAGE>
2.10 The Company and the Trust will each provide to the other
information about the results of any regulatory examination relating to the
Contracts or the Trust, including relevant portions of any "deficiency letter"
and any response thereto.
2.11. No compensation shall be paid by the Trust to the Company, or
by the Company to the Trust under this Agreement (except for specified expense
reimbursements). However, nothing herein shall prevent the parties hereto from
otherwise agreeing to perform, and arranging for appropriate compensation for,
other services relating to the Trust, the Accounts or both.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. The Company represents and warrants that it is an insurance
company duly organized and in good standing under the laws of the State of
Connecticut and that it has legally and validly established each Account as a
segregated asset account under such law as of the date set forth in Schedule A,
and that CIGNA Financial Advisors, Inc., the principal underwriter for the
Contracts, is registered as a broker-dealer under the Securities Exchange Act of
1934 and is a member in good standing of the National Association of Securities
Dealers, Inc.
3.2. The Company represents and warrants that it has registered or,
prior to any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act and
cause each Account to remain so registered to serve as a segregated asset
account for the Contracts, unless an exemption from registration is available.
3.3. The Company represents and warrants that the Contracts will be
registered under the 1933 Act unless an exemption from registration is available
prior to any issuance or sale of the Contracts; the Contracts will be issued and
sold in compliance in all material respects with all applicable federal and
state laws; and the sale of the Contracts shall comply in all material respects
with state insurance law suitability requirements.
3.4. The Trust represents and warrants that it is duly organized and
validly existing under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with the 1940 Act and the rules
and regulations thereunder.
3.5. The Trust and the Adviser represent and warrant that the
Portfolio shares offered and sold pursuant to this Agreement will be registered
under the 1933 Act and sold in accordance with all applicable federal and state
laws, and the Trust shall be registered under the 1940 Act prior to and at the
time of any issuance or sale of such shares. The Trust shall amend its
registration statement under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of its shares. The Trust
shall register and qualify its shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Trust.
6
<PAGE>
3.6. The Trust represents and warrants that the investments of each
Portfolio will comply with the diversification requirements for variable
annuity, endowment or life insurance contracts set forth in Section 817(h) of
the Internal Revenue Code of 1986, as amended ("Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5, and will notify the Company immediately upon having a reasonable basis
for believing any Portfolio has ceased to comply or might not so comply and will
immediately take all reasonable steps to adequately diversify the Portfolio to
achieve compliance within the grace period afforded by Regulation 1.817-5.
3.7. The Trust represents and warrants that it is currently qualified
as a "regulated investment company" under Subchapter M of the Code, that it will
make every effort to maintain such qualification and will notify the Company
immediately upon having a reasonable basis for believing it has ceased to so
qualify or might not so qualify in the future.
3.8. The Trust represents and warrants that should it ever desire to
make any payments to finance distribution expenses pursuant to Rule l2b-1 under
the 1940 Act, the Trustees, including a majority who are not "interested
persons" of the Trust under the 1940 Act ("disinterested Trustees"), will
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
3.9. The Trust represents and warrants that it, its directors,
officers, employees and others dealing with the money or securities, or both, of
a Portfolio shall at all times be covered by a blanket fidelity bond or similar
coverage for the benefit of the Trust in an amount not less than the minimum
coverage required by Rule 17g-1 or other applicable regulations under the 1940
Act. Such bond shall include coverage for larceny and embezzlement and be
issued by a reputable bonding company.
3.10. The Adviser represents that it is duly organized and validly
existing under the laws of the State of New York and that it is registered and
will during the term of this Agreement remain registered, and will remain
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended, and that the principal underwriter of the Trust, Fred Alger &
Company, Incorporated, is registered, and will remain registered, during the
term of this Agreement, as a broker-dealer under the Securities Exchange Act of
1934 and is a member in good standing of the National Association of Securities
Dealers, Inc.
ARTICLE IV.
POTENTIAL CONFLICTS
4.1. The parties acknowledge that a Portfolio's shares may be made
available for investment to other Participating Insurance Companies. In such
event, the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Participating Insurance Companies. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) An action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any
7
<PAGE>
similar action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions of contract owners. The Trust shall promptly inform the
Company of any determination by the Trustees that an irreconcilable material
conflict exists and of the implications thereof.
4.2. The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Funding
Exemptive Order by providing the Trustees with all information reasonably
necessary for and requested by the Trustees to consider any issues raised
including, but not limited to, information as to a decision by the Company to
disregard Contract owner voting instructions. All communications from the
Company to the Trustees may be made in care of the Trust.
4.3. If it is determined by a majority of the Trustees, or a majority
of the disinterested Trustees, that a material irreconcilable conflict exists
that affects the interests of Contract owners, the Company shall, in cooperation
with other Participating Insurance Companies whose contract owners are also
affected, at its own expense and to the extent reasonably practicable (as
determined by the Trustees) take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps could include: (a)
withdrawing the assets allocable to some or all of the Accounts from the Trust
or any Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting the
question of whether or not such segregation should be implemented to a vote of
all affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
Contract owners the option of making such a change; and (b) establishing a new
registered management investment company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested Trustees. Any such withdrawal and
termination must take place within six (6) months after the Trust gives written
notice that this provision is being implemented. Until the end of such six (6)
month period, the Trust shall continue to accept and implement orders by the
Company for the purchase and redemption of shares of the Trust.
4.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and
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terminate this Agreement with respect to such Account within six (6) months
after the Trustees inform the Company in writing that the Trust has determined
that such decision has created an irreconcilable material conflict; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested Trustees. Until the end of such six (6) month
period, the Trust shall continue to accept and implement orders by the Company
for the purchase and redemption of shares of the Trust.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a
majority of the disinterested Trustees shall determine whether any proposed
action adequately remedies any material irreconcilable conflict, but in no event
will the Trust be required to establish a new funding medium for any Contract.
The company shall not be required to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
Contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Trustees determine that any proposed action
does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Trust and terminate this
Agreement within six (6) months after the Trustees inform the Company in writing
of the foregoing determination; provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
Trustees.
4.7. The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared Funding
Exemptive Order, and said reports, materials and data shall be submitted more
frequently if reasonably deemed appropriate by the Trustees.
4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act or the
rules promulgated thereunder with respect to mixed or shared funding (as defined
in the Shared Funding Exemptive Order) on terms and conditions materially
different from those contained in the Shared Funding Exemptive Order, then the
Trust and/or the Participating Insurance Companies, as appropriate, shall take
such steps as may be necessary to comply with Rule 6e-3(T), as amended, or Rule
6e-3, as adopted, to the extent such rules are applicable.
ARTICLE V.
INDEMNIFICATION
5.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Adviser, Trust and each of its Trustees, officers,
employees and agents and each person, if any, who controls the Trust within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 5. 1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Company, which consent shall not be unreasonably withheld) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith)(collectively,
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"Losses"), to which the Indemnified Parties may become subject under any statute
or regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in a
registration statement or prospectus for the Contracts or in the
Contracts themselves or in sales literature generated or approved by the
Company on behalf of the Contracts or Accounts (or any amendment or
supplement to any of the foregoing)(collectively, "Company Documents" for
the purposes of this Article V), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement
or omission was made in reliance upon and was accurately derived from
written information furnished to the Company by or on behalf of the Trust
for use in Company Documents or otherwise for use in connection with the
sale of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Trust Documents as defined in Section 5.2(a)) or wrongful
conduct of the Company or persons under its control, with respect to the
sale or acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Trust Documents as
defined in Section 5.2(a) or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading if such statement or omission
was made in reliance upon and accurately derived from written information
furnished to the Trust by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to
provide the services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Company; or
(f) arise out of or result from the provision by the Company to
the Trust of insufficient or incorrect information regarding the purchase
or sale of shares of any Portfolio, or the failure of the Company to
provide such information on a timely basis.
5.2. INDEMNIFICATION BY THE TRUST AND ITS ADVISER. The Trust and its
Adviser jointly and severally agree to indemnify and hold harmless the Company
and each of its directors, officers, employees, and agents and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for the purposes of this Section 5.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Trust, which consent shall not be
unreasonably
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withheld) or expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage, liability or expense and reasonable
legal counsel fees incurred in connection therewith)(collectively, "Losses"), to
which the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
registration statement or prospectus for the Trust (or any amendment or
supplement thereto), (collectively, "Trust Documents" for the purposes of
this Article V), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this indemnity shall not apply as to any Indemnified Party
if such statement or omission or such alleged statement or omission was
made in reliance upon and was accurately derived from written information
furnished to the Trust by or on behalf of the Company for use in Trust
Documents or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the Trust or
persons under its control, with respect to the sale or acquisition of the
Contracts or Portfolio shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Company by
or on behalf of the Trust; or
(d) arise out of or result from any failure by the Trust to provide
the services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Trust; or
(f) arise out of or result from the provision by the Trust to the
Company of no net asset value per share or an erroneous net asset value
per share on a given Business Day for any Portfolio, or from the failure
of the Trust to advise of a dividend or capital gains distribution as
provided in Section 1.7. The Company in such event shall be entitled to
an adjustment to the number of shares of any such Portfolio purchased or
redeemed to reflect the correct net asset value per share. Any error in
the calculation or reporting of net asset value per share, dividend or
capital gains distribution information shall be reported promptly upon
discovery to the Company.
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5.3. None of the Company, the Trust or the Adviser shall be liable
under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against an Indemnified Party that
arise from such Indemnified Party's willful misfeasance, bad faith or negligence
in the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations or duties under this
Agreement.
5.4. None of the Company, the Trust or the Adviser shall be liable
under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the other party in writing within a reasonable time
after the summons, or other first written notification, giving information of
the nature of the claim shall have been served upon or otherwise received by
such Indemnified Party (or after such Indemnified Party shall have received
notice of service upon or other notification to any designated agent), but
failure to notify the party against whom indemnification is sought of any such
claim shall not relieve that party from any liability which it may have to the
Indemnified Party in the absence of Sections 5.1 and 5.2.
5.5. In case any such action is brought against an Indemnified Party,
the indemnifying party shall be entitled to participate, at its own expense, in
the defense of such action. The indemnifying party also shall be entitled to
assume the defense thereof, with counsel reasonably satisfactory to the party
named in the action. After notice from the indemnifying party to the
Indemnified Party of an election to assume such defense, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the indemnifying party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
ARTICLE VI.
TERMINATION
6.1. This Agreement may be terminated by any party in its entirety or
with respect to one, some or all Portfolios or any reason by sixty (60) days
advance written notice delivered to the other parties, and shall terminate
immediately in the event of its assignment.
6.2. Notwithstanding any termination of this Agreement, the Trust
shall, at the option of the Company, continue to make available additional
shares of any Portfolio and redeem shares of any Portfolio pursuant to the terms
and conditions of this Agreement for all Contracts in effect on the effective
date of termination of this Agreement.
6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.9 shall survive the
termination of this Agreement as long as shares of the Trust are held on behalf
of Contract owners in accordance with Section 6.2.
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ARTICLE VII.
NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Trust or its Adviser:
Fred Alger Management, Inc.
30 Montgomery Street
Jersey City, NJ 07302
Attn: Gregory S. Duch
If to the Company:
Connecticut General Life Insurance Company
900 Cottage Grove Road
Hartford, CT 06152
Attention: Robert A. Picarello, Chief Counsel,
Individual Insurance Operations
ARTICLE VIII.
MISCELLANEOUS
8.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2. This Agreement may be executed in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
8.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New York. It
shall also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the
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Commission granting exemptive relief therefrom and the conditions of such
orders. Copies of any such orders shall be promptly forwarded by the Trust to
the Company.
8.5. All liabilities of the Trust arising, directly or indirectly,
under this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Trust and that no Trustee, officer, agent or
holder of shares of beneficial interest of the Trust shall be personally liable
for any such liabilities.
8.6. Each party shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Commission, the National Association of Securities Dealers, Inc. and state
insurance regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby.
8.7. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.8. This Agreement shall not be exclusive in any respect.
8.9. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of the other
party.
8.10. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties.
8.11. Each party hereto shall, except as required by law or otherwise
permitted by this Agreement, treat as confidential the names and addresses of
the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto, and shall not disclose such
confidential information without the written consent of the affected party
unless such information has become publicly available.
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IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Fund Participation Agreement as of the date and year
first above written.
Fred Alger Management, Inc.
By: /s/ Gregory Dick
---------------------------
Name: Gregory Dick
Title: Treasurer
Alger American Fund
By: /s/ Gregory Dick
----------------------------
Name: Gregory Dick
Title: Treasurer
Connecticut General Life Insurance Company
By: /s/ Roy H. Bubbs
----------------------------
Name: Roy H. Bubbs
Title: Senior Vice President
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Exhibit __
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT is made as of this 7th day of April, 1995, by and among
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (the "Trust"), an open-end
management investment company organized as a Massachusetts business trust,
CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a life insurance company organized
as a corporation under the laws of the State of Connecticut (the "Company"), on
its own behalf and on behalf of each segregated asset account of the Company set
forth in Schedule A, as may be amended from time to time (the "Accounts"), and
NEUBERGER & BERMAN MANAGEMENT INCORPORATED, a New York corporation, the Trust's
investment adviser ("Adviser") and principal underwriter.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and has an
effective registration statement relating to the offer and sale of the various
series of its shares under the Securities Act of 1933, as amended (the "1933
Act");
WHEREAS, the Trust and the Adviser desire that Trust shares be used as an
investment vehicle for separate accounts established for variable life insurance
policies and variable annuity contracts to be offered by life insurance
companies which have entered into fund participation agreements with the Trust
(the "Participating Insurance Companies");
WHEREAS, shares of beneficial interest in the Trust are divided into
several series of shares, each series representing an interest in a particular
managed portfolio of securities and other assets, and certain of those series
named in Schedule B (the "Portfolios") are to be made available for purchase by
the Company for the Accounts;
WHEREAS, the Trust has received an order from the Commission, dated
February 26, 1992 (File No. 812-7589), granting Participating Insurance
Companies and their separate accounts exemptions from the provisions of Sections
9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Portfolios of the Trust to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated life
insurance companies and certain qualified pension and retirement plans (the
"Mixed and Shared Funding Exemptive Order");
WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and variable annuity contracts to be
issued by the Company under which the Portfolios are to be made available as
investment vehicles (the "Contracts");
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless an exemption from registration under
the 1940 Act is available and the Trust has been so advised;
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WHEREAS, the Company desires to use shares of one or more Portfolios as
investment vehicles for the Accounts;
NOW THEREFORE, in consideration of their mutual promises, the parties agree
as follows:
ARTICLE I.
PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES
1. 1. For purposes of this Article I, the Company shall be the Trust's
agent for the receipt from each account of purchase orders and requests for
redemption pursuant to the Contracts relating to each Portfolio, provided that
the Company notifies the Trust of such purchase orders and requests for
redemption by 9:30 a.m. Eastern time on the next following Business Day, as
defined in Section 1.3.
1.2. The Trust shall make shares of the Portfolios available to the
Accounts at the net asset value next computed after receipt of a purchase
order by the Trust (or its agent), as established in accordance with the
provisions of the then current prospectus of the Trust describing Portfolio
purchase procedures. The Company will transmit orders from time to time to the
Trust for the purchase and redemption of shares of the Portfolios. The Trustees
of the Trust (the "Trustees') may refuse to sell shares of any Portfolio to any
person, or suspend or terminate the offering of shares of any Portfolio if such
action is required by law or by regulatory authorities having jurisdiction or
if, in the sole discretion of the Trustees acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, such action
is deemed in the best interests of the shareholders of such Portfolio.
1.3. The Company shall pay for the purchase of shares of a Portfolio on
behalf of an Account with federal funds to be transmitted by wire to the Trust,
with the reasonable expectation of receipt by the Trust by 2: 00 p.m.
Eastern time on the next Business Day after the Trust (or its agents) receives
the purchase order. Upon receipt by the Trust of the federal funds so wired,
such funds shall cease to be the responsibility of the Company and shall become
the responsibility of the Trust for this purpose. "Business Day" shall mean any
day on which the New York Stock Exchange is open for trading and on which the
Trust calculates its net asset value pursuant to the rules of the Commission.
1.4. The Trust will redeem for cash any full or fractional shares of any
Portfolio, when requested by the Company on behalf of an Account, at the net
asset value next computed after receipt by the Trust (or its agent) of the
request for redemption, as established in accordance with the provisions of the
then current prospectus of the Trust describing Portfolio redemption
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procedures. The Trust shall make payment for such shares in the manner
established from time to time by the Trust. Proceeds of redemption with respect
to a Portfolio will normally be paid to the Company for an Account in federal
funds transmitted by wire to the Company by order of the Trust with the
reasonable expectation of receipt by the Company by 2:00 p.m. Eastern time on
the next Business Day after the receipt by the Trust (or its agent) of the
request for redemption, but in no event shall payment be delayed for a greater
period than is permitted by the 1940 Act.
1.5. Payments for the purchase of shares of the Trust's Portfolios by the
Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 on any Business Day may be netted against
one another for the purpose of determining the amount of any wire transfer.
1.6. Issuance and transfer of the Trust's Portfolio shares will be by book
entry only. Stock certificates will not be issued to the Company or the
Accounts. Portfolio Shares purchased from the Trust will be recorded in the
appropriate title for each Account or the appropriate subaccount of each
Account.
1.7. The Trust shall furnish, on or before the ex-dividend date, notice to
the Company of any income dividends or capital gain distributions payable on the
shares of any Portfolio of the Trust. The Company hereby elects to receive all
such income dividends and capital gain distributions as are payable on a
Portfolio's shares in additional shares of that Portfolio. The Trust shall
notify the Company of the number of shares so issued as payment of such
dividends and distributions.
1.8. The Trust shall calculate the net asset value of each Portfolio on
each Business Day, as defined in Section 1.3. The Trust shall make the net asset
value per share for each Portfolio available to the Company or its designated
agent on a daily basis as soon as reasonably practical after the net asset value
per share is calculated and shall use its best efforts to make such net asset
value per share available to the Company by 6:30 p.m. Eastern time each Business
Day.
1.9. The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their segregated asset accounts and to
certain qualified pension and retirement plans to the extent permitted by the
Mixed and Shared Funding Exemptive Order. No shares of any Portfolio will be
sold directly to the general public. The Company agrees that it will use Trust
shares only for the purposes of funding the Contracts through the Accounts
listed in Schedule A, as amended from time to time.
1.10. The Trust agrees that all Participating Insurance Companies shall
have the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding to those contained in Section 2.9 and
Article IV of this Agreement.
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ARTICLE II.
OBLIGATIONS OF THE PARTIES
2.1. The Trust shall prepare and be responsible for filing with the
Commission and any state regulators requiring such filing all shareholder
reports, notices, proxy materials (or similar materials such as voting
instruction solicitation materials), prospectuses and statements of additional
information of the Trust. The Trust shall bear the costs of registration and
qualification of shares of the Portfolios, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an issuer is subject
on the issuance and transfer of its shares.
2.2. At the option of the Company, the Trust shall either (a) provide the
Company with as many copies of portions of the Trust's current prospectuses,
annual report, semi-annual report and other shareholder communications,
including any amendments or supplements to any of the foregoing, pertaining
specifically to the Portfolios as the Company shall reasonably request; or (b)
provide the Company with a camera ready copy of such documents in a form
suitable for printing. Should the Company wish to print any such document in a
different format than that provided by the Trust, the Company shall bear the
cost associated with any format change. The Trust shall provide the Company
with a copy of its current statement of additional information, including any
amendments or supplements, in a form suitable for duplication by the Company.
The Trust (at its expense) shall provide the Company with copies of any Trust-
sponsored proxy materials in such quantity as the Company shall reasonably
require for distribution to Contract owners.
2.3. The Trust shall bear its proportionate share of the costs of printing
and mailing documents including the Trust's current prospectuses, shareholder
reports and other shareholder communications from the Trust to owners of
Contracts for which a Portfolio or Portfolios of the Trust is serving as an
investment vehicle, using the number of pages as a guide. The Company will use
its best efforts to control those costs, will submit bills therefor to the Trust
for reimbursement, and will advise the Trust semi-annually, or more frequently
as reasonably requested by the Trust, of how many Contract owners are using the
Trust as a funding vehicle. The Company shall bear the costs of mailing proxy
materials (or similar materials such as voting solicitation instructions) and
statements of additional information to Contract owners, as well as printing and
mailing costs relating to prospective owners of Contracts. The Company assumes
sole responsibility for ensuring that such materials are delivered to Contract
owners in accordance with applicable federal and state securities laws.
2.4. The Company agrees and acknowledges that the Adviser and the Trust, or
either of them, is the sole of the name and mark "Neuberger & Berman Advisers
Management Trust" and that all use of any designation comprised in whole or part
of such name or mark under this Agreement shall inure to the benefit of the
Adviser. Except as provided in Section 2.5, the Company shall not use any such
name or mark on its own behalf or on behalf of the Accounts or Contracts in any
registration statement, advertisement, sales literature or other materials
relating to the Accounts or Contracts without the prior written consent of the
Adviser. Upon termination of this Agreement for any reason, the Company shall
cease all use of any such name or mark as soon as reasonably practicable.
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2.5. The Company shall furnish, or cause to be furnished, to the Trust or
its designee a copy of each Contract prospectus or statement of additional
information describing the Contracts, each report to Contract owners, proxy
statement, Application for exemption or request for no-action letter in which
the Trust or the Adviser is named contemporaneously with the filing of such
document with the Commission. The Company shall furnish, or shall cause to be
furnished, to the Trust or its designee each piece of sales literature or other
promotional material, including "broker only" material, in which the Trust or
the Adviser is named, at least seven Business Days prior to its use. No such
material shall be used if the Trust or its designee reasonably objects to such
use within five Business Days after receipt of such material.
2.6. The Company shall not give any information or make any representations
or statements on behalf of the Trust or concerning the Trust or the Adviser in
connection with the sale of the Contracts other than information or
representations contained in and accurately derived from the registration
statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), annual and
semiannual reports of the Trust, Trust-sponsored proxy statements, or in sales
literature or other promotional material approved by the Trust or its designee,
except as required by legal process or regulatory authorities or with the
written permission of the Trust, the Adviser or their respective designees. The
Trust and the Adviser agree to respond to any request for approval on a prompt
and timely basis. The Company shall adopt and implement procedures to prevent
distribution of "broker only" materials including information therein about the
Trust or the Adviser to existing or prospective Contract owners.
2.7. The Trust shall use its best efforts to provide the Company, on a
timely basis, with such information about the Trust, the Portfolios and the
Adviser as the Company shall reasonably request in connection with the
preparation of registration statements, prospectuses and annual and semi-annual
reports pertaining to the Contracts.
2.8. The Trust and the Adviser shall not give, and agree that no affiliate
of either of them shall give, any information or make any representations or
statements on behalf of the Company or concerning the Company, the Accounts or
the Contracts other than information or representations contained in and
accurately derived from the registration statement or prospectus for the
Contracts (as such registration statement and prospectus may be amended or
supplemented from time to time), or in materials approved by the Company for
distribution including sales literature or other promotional materials, except
as required by legal process or regulatory authorities or with the written
permission of the Company. The Company agrees to respond to any request for
approval on a prompt and timely basis.
2.9. So long as, and to the extent that, the Commission interprets the 1940
Act to require pass-through voting privileges for Contract owners, the Company
will provide pass-through voting privileges to Contract owners whose cash values
are invested, through the registered Accounts, in shares of one or more
Portfolios of the Trust. The Trust shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the Company
shall be responsible for assuring that the Accounts calculate voting privileges
in the manner established by the Trust. With respect to each registered
Account, the Company will
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vote shares of each Portfolio of the Trust held by a registered Account and for
which no timely voting instructions from Contract owners are received in the
same proportion as those shares for which voting instructions are received. The
Company reserves the right, to the extent permitted by law, or interpretations
by the Commission's staff, to vote shares held in any Account in its sole
discretion.
2.10. In the event of an error in the net asset value per share of any
Portfolio, other than an error caused by some act or omission of the Company, or
the failure to compute any such net asset value per share, the Trust and the
Adviser shall take the following steps. Any such error shall be reported
promptly upon discovery to the Company. Notification can be made orally or by
direct or indirect systems access but must be confirmed in writing. The letter
shall be written on the Adviser's letterhead and must state for each day for
which an error occurred the incorrect price, the correct price, and the reason
for the price change. If an adjustment is necessary to correct an error which
has caused any Account to receive less than that to which it is entitled, the
Trust shall make all necessary adjustments to the number of shares of the
affected Portfolio owned in the Account and distribute to the Company any and
all amounts of the underpayment. The Company will credit the appropriate amount
of such payment to the Account. If an Account due to such error has received
amounts in excess of the amounts to which it is entitled, the Company, when
requested by the Trust, shall make adjustments to the Account to reflect the
change in the values of the shares as reflected in the unit values of the
affected Contract owners who still have values in the Portfolio. When making
adjustments for an error, the Adviser shall not net same day transactions in an
Account. No adjustment for an error shall be taken in any Account until such
time as the parties hereto have agreed to a resolution of the error, but the
parties shall use all reasonable efforts to reach such agreement within two
business days after discovery of the error.
2.11. No compensation shall be paid by the Trust to the Company, or by
the Company to the Trust, under this Agreement (except for specified expense
reimbursements). However, nothing herein shall prevent the parties hereto from
otherwise agreeing to perform, and arranging for appropriate compensation for,
other services relating to the Trust, the Accounts or both.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. The Company represents and warrants that it is an insurance company
duly organized and in good standing under the laws of the State of Connecticut
and that it has legally and validly established each Account as a segregated
asset account under such law as of the date set forth in Schedule A, and that
CIGNA Financial Advisors, Inc., the principal underwriter for the Contracts, is
registered as a broker-dealer under the Securities Exchange Act of 1934.
3.2. The Company represents and warrants that it has registered or, prior
to any issuance or sale of the Contracts, will register each Account as a unit
investment trust in accordance with the provisions of the 1940 Act and cause
each Account to remain so registered to serve as a segregated asset account for
the Contracts, unless an exemption from registration
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is available.
3.3. The Company represents and warrants that the Contracts will be
registered under the 1933 Act unless an exemption from registration is available
prior to any issuance or sale of the Contracts; the Contracts will be issued and
sold in compliance in all material respects with all applicable federal and
state laws; and the sale of the Contracts shall comply in all material respects
with state insurance law suitability requirements.
3.4. The Trust represents and wan-ants that it is duly organized and
validly existing under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with the 1940 Act and the rules
and regulations thereunder.
3.5. The Trust and the Adviser represent and warrant that the Portfolio
shares offered and sold pursuant to this Agreement will be registered under the
1933 Act and sold in accordance with all applicable federal and state laws, and
the Trust shall be registered under the 1940 Act prior to and at the time of any
issuance or sale of such shares. The Trust shall amend its registration
statement under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its shares. The Trust shall register
and qualify its shares for sale in accordance with the laws of the various
states only if and to the extent deemed advisable by the Trust.
3.6. The Trust represents and warrants that the investments of each
Portfolio will comply with the diversification requirements for variable
annuity, endowment or life insurance contracts set forth in Section 817(h) of
the Internal Revenue Code of 1986, as amended ("Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5, and will notify the Company immediately upon having a reasonable basis
for believing any Portfolio has ceased to comply or might not so comply and will
immediately take all reasonable steps to adequately diversify the Portfolio to
achieve compliance within the grace period afforded by Regulation 1.817-5.
3.7. The Trust represents and warrants that it is currently qualified as a
"regulated investment company" under Subchapter M of the Code, that it will make
every effort to maintain such qualification and will notify the Company
immediately upon having a reasonable basis for believing it has ceased to so
qualify or might not so qualify in the future.
3.8. The Trust represents and warrants that it, its directors, officers,
employees and others dealing with the money or securities, or both, of a
Portfolio shall at all times be covered by a blanket fidelity bond or similar
coverage for the benefit of the Trust in an amount not less than the minimum
coverage required by Rule 17g-I or other regulations under the 1940 Act. Such
bond shall include coverage for larceny and embezzlement and be issued by a
reputable bonding company.
3.9. The Adviser represents that it is duly organized and validly existing
under the laws of the State of New York and that it is registered and will
during the term of this Agreement
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remain registered as an investment adviser under the Investment Advisers Act of
1940, as amended, and as a broker-dealer under the Securities Exchange Act of
1934.
ARTICLE IV.
POTENTIAL CONFLICTS
4.1. Company agrees to inform the Board of Trustees of the Trust of the
existence of or any potential for any material irreconcilable conflict of
interest between the interests of the Contract owners of the separate accounts
of any other insurance company investing in the Trust.
Any material irreconcilable conflict may arise for a variety of reasons,
including:
(a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
or any similar action by insurance, tax or securities regulatory
authorities;
(c) an administrative or judicial decision in any relevant
proceeding;
(d) the manner in which the investments of any Portfolio are being
managed;
(e) a difference in voting instructions given by variable annuity
Contract owners and variable life insurance Contract owners or by Contract
owners of different life insurance companies utilizing the Trust (in the
event pass-through voting is required pursuant to Section 2.9 of this
Agreement); or
(f) a decision by the Company to disregard the voting instructions of
Contract owners (in the event pass-through voting is required pursuant to
Section 2.9 of this Agreement).
4.2. The Company will be responsible for assisting the Board. of Trustees
of the Trust in carrying out its responsibilities by providing the Board with
all information reasonably necessary for the Board to consider any issue raised,
including information as to a decision by the Company to disregard voting
instructions of Contract owners.
4.3. It is agreed that if it is determined by a majority of the members of
the Board of Trustees of the Trust or a majority of its disinterested Trustees
that a material irreconcilable conflict exists affecting the Company, the
Company shall, at its own expense, take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, which steps may include, but
are not limited to,
(a) withdrawing the assets allocable to some or all of the separate
accounts from the Trust or any Portfolio and reinvesting such assets in a
different investment medium, including another Portfolio of the Trust or
submitting the questions of whether
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such segregation should be implemented to a vote of all affected Contract
owners and, as appropriate, segregating the assets of any particular group
(i.e. annuity Contract owners, life insurance Contract owners or qualified
Contract owners) that votes in favor of such segregation, or offering to
the affected Contract owners the option of making such a change;
(b) establishing a new registered management investment company or
managed separate account.
4.4. If a material irreconcilable conflict arises because of the Company's
decision to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw its separate account
investments in the Trust. No charge or penalty will be imposed against a
separate account as a result of such a withdrawal. The Company agrees that any
remedial action taken by it in resolving any material conflicts of interest will
be carried out with a view only to the interests of Contract owners.
4.5. For purposes hereof, a majority of the disinterested members of the
Board of Trustees of the Trust shall determine whether or not any proposed
action adequately remedies any material irreconcilable conflict. In no event
will the Trust be required to establish a new funding medium for any Variable
Contracts. The Company shall not be required by the terms hereof to establish a
new funding medium for any Variable Contracts if an offer to do so has been
declined by vote of a majority of affected Contract owners.
4.6. The Trust agrees to inform the Company of the existence or the
potential of any material irreconcilable conflict of interest between the
interests of the contractholders or the separate accounts of the Company
investing in the Trust and/or any other separate account of any other insurance
company investing in the Trust (upon the Trust having knowledge of same)
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity Contract owners and variable life
insurance Contract owners or by Contract owners of different participating
insurance companies (in the event pass-through voting is required pursuant to
Section 2.9 of this Agreement); or (f) a decision by an insurer to disregard the
voting instructions of Contract owners (in the event pass-through voting is
required pursuant to Section 2.9 of this Agreement. The Board of Trustees of
the Trust shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.
4.7. The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Mixed and
Shared Funding Exemptive Order, and said reports, materials and data shall be
submitted more frequently if reasonably deemed appropriate by the
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Trustees.
4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act or the
rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Mixed and Shared Funding
Exemptive Order, then the Trust and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rule
6e-3(I), as amended, or Rule 6e-3, as adopted, to the extent such rules are
applicable.
ARTICLE V.
INDEMNIFICATION
5.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless the Trust, the Adviser and each of their Trustees, directors,
officers, employees and agents and each person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Article V) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company, which consent shall not be unreasonably withheld) or
expenses (including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith)(collectively, "Losses"), to which the
Indemnified Parties may become subject under any statute or regulation, or at
common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a registration
statement or prospectus for the Contracts or in the Contracts themselves or
in sales literature generated or approved by the Company on behalf of the
Contracts or Accounts (or any amendment or supplement to any of the
foregoing)(collectively, "Company Documents" for the purposes of this
Article V), or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance upon
and was accurately derived from written information furnished to the
Company by or on behalf of the Trust for use in Company Documents or
otherwise for use in connection with the, sale of the Contracts or Trust
shares; or
(b) arise out of or result from statements or representations (other
than statements or representations contained in and accurately derived from
Trust Documents as defined in Section 5.2(a)) or wrongful conduct of the
Company or persons under its control, with respect to the sale or
acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Trust Documents -as
defined in Section 5.2-(a) or the
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omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Trust by or on
behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide
the services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement by
the Company.
5.2. INDEMNIFICATION BY THE ADVISER. The Adviser agrees to indemnify and
hold harmless the Company and each of its directors, officers, employees, and
agents and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for the
purposes of this Article V) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Adviser, which consent shall not be unreasonably withheld) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith)(collectively, 'Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or supplement
thereto), (collectively, "Trust Documents" for the purposes of this Article
V), or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Trust by or on
behalf of the Company for use in Trust Documents or otherwise for use in
connection with the sale of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations (other
than statements or representations contained in and accurately derived from
Company Documents) or wrongful conduct of the Trust or persons under its
control, with respect to the sale or acquisition of the Contracts or
Portfolio shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Company by or
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on behalf of the Trust; or
(d) arise out of or result from any failure by the Trust to provide
the services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement or arise
out of or result from any other material breach of this Agreement by the
Trust.
5.3. Neither the Company nor the Adviser shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any Losses incurred or assessed against an Indemnified Party that arise from
such Indemnified Party's willful misfeasance, bad faith or gross negligence in
the performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations or duties under this
Agreement.
5.4. Neither the Company nor the Adviser shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any claim made against an Indemnified Party unless such Indemnified Party
shall have notified the other party in writing within a reasonable time after
the summons, or other first written notification, giving information of the
nature of the claim shall have been served upon or otherwise received by such
Indemnified Party (or after such Indemnified Party shall have received notice of
service upon or other notification to any designated agent), but failure to
notify the party against whom indemnification is sought of any such claim or
shall not relieve that party from any liability which it may have to the
Indemnified Party in the absence of Sections 5.1 and 5.2.
5.5. In case any such action is brought against the Indemnified Parties,
the indemnifying party shall be entitled to participate, at its own expense, in
the defense of such action. The indemnifying party also shall be entitled to
assume the defense thereof, with counsel reasonably satisfactory to the party
named in the action. After notice from the indemnifying party to the
Indemnified Party of an election to assume such defense, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the, indemnifying party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
ARTICLE VI.
TERMINATION
6.1. This Agreement may be terminated by any party in its entirety or with
respect to one, some or all Portfolios for any reason by sixty (60) days advance
written notice delivered to the other parties, and shall terminate immediately
in the event of its assignment.
6.2. Notwithstanding any termination of this Agreement, except termination
under
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Article IV which shall be governed by Article IV, the Trust shall, at the option
of the Company, continue to make available additional shares of any Portfolio
and redeem shares of any Portfolio pursuant to the terms and conditions of this
Agreement for all Contracts in effect on the effective date of termination of
this Agreement.
6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.9 shall survive the
termination of this Agreement as long as shares of the Trust are held on behalf
of Contract owners in accordance with Section 6.2.
ARTICLE VII.
NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Trust or its Adviser:
Neuberger & Berman Advisers Management Trust
Neuberger & Berman Management Incorporated
605 Third Avenue
New York, NY 10158-0006
Attention: Ellen Metzger, Counsel
If to the Company:
Connecticut General Life Insurance Company
900 Cottage Grove Road
Hartford, CT 06152-2312
Attention: Robert A. Picarello, Chief Counsel,
Individual Insurance Operations
ARTICLE VIII.
MISCELLANEOUS
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8.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.3. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New York. It
shall also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the Commission granting
exemptive relief therefrom and the conditions of such orders. Copies of any
such orders shall be promptly forwarded by the Trust to the Company.
8.5. All liabilities of the Trust arising, directly or indirectly, under
this Agreement, of any and every nature whatsoever, shall be satisfied solely
out of the assets of the Trust and no Trustee, officer, agent or holder of
shares of beneficial interest of the Trust shall be personally liable for any
such liabilities.
8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Commission, the
National Association of Securities Dealers, Inc. and state insurance regulators)
and shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
8.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
8.8. This Agreement shall not be exclusive in any respect.
8.9. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of the other
party.
8.10. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties.
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8.11. Each party hereto shall, except as required by law or otherwise
permitted by this Agreement, treat as confidential the names and addresses of
the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto, and shall not disclose such
confidential information without the written consent of the affected party
unless such information has become publicly available.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Fund Participation Agreement as of the date and year first above
written.
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
By: /s/
------------------------------------------
Name:
Title:
NEUBERGER & BERMAN MANAGEMENT INCORPORATED
By: /s/
--------------------------------------------
Name:
Title:
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: /s/
--------------------------------------------
Name:
Title:
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SCHEDULE A
CG Variable Annuity Separate Account II January 25, 1994
CG Variable Life Insurance Separate Account I July 6, 1994
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SCHEDULE B
Partners Portfolio
Limited Maturity Bond Portfolio
Balanced Portfolio
17
