EXHIBIT 8
CUSTODIAN AGREEMENT
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WHEREAS, CONNECTICUT MUTUAL LIFE INSURANCE COMPANY (the "Company") has
established a separate account known as CML Variable Annuity Account B (the
"Account") which has been reorganized and is being registered as a Unit
Investment Trust under the Investment Company Act of 1940 and which is
organized for the purpose of issuing and offering for sale annuity
contracts; and
WHEREAS, Connecticut Mutual Financial Services, Inc. ("CMFS") is a
registered broker/dealer, serving as the Underwriter for the Account; and
WHEREAS, the Company has selected as the underlying securities for the
Account, shares of the Stock Portfolio of Connecticut Mutual Financial
Services, Series Fund I, Inc., an open-ended diversified management company
duly registered under the Investment Company Act of 1940 (the "Fund"); and
WHEREAS, the Company desires to continue to serve as custodian of the
Account's securities and cash and is willing to act in such capacity upon the
terms and conditions herein set forth; and
WHEREAS, the Company has received an exemptive order from the Securities
and Exchange Commission allowing it to continue to so serve.
NOW THEREFORE, in consideration of the reorganization of the Account as
a unit investment trust, the Company and CMFS intending to be legally bound
do hereby agree as follows:
1. The Company hereby will continue to act as custodian of the securities
and cash of the Account which from time to time will be held by the Company
and applied as provided in this Agreement, subject to the terms and conditions
hereunder provided.
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2. The Company will establish such accounts as necessary and maintain those
accounts in such a manner as to hold the securities and cash physically
segregated at all times from those of any other persons, firms or
corporations. Such securities and cash shall be and remain the sole property
of the Account and the Company shall only have the possession thereof.
3. On behalf of the Account, the Company will disburse the necessary funds
for net purchase payments of shares of the Stock Portfolio of the Fund at net
asset value determined as of the end of the Valuation Period of the Stock
Portfolio as set forth in the Fund prospectus. The Company will be entitled
to accept as conclusive the determination by the Fund, or its agents, of the
net asset value of the Fund portfolio's shares.
4. The Company may from time to time effect redemptions of Fund shares with
respect to the Account to permit annuity payments to be made to annuitants,
or cash withdrawals from a contract owner's contract value plus any
applicable contingent deferred sales charge as described in the contract
prospectus or for other purposes contemplated by this Agreement, the annuity
contracts, or other documents pursuant to which amounts are to be allocated
to such Account.
5. Inasmuch as the Fund maintains an open account system through a transfer
agent, it normally does not issue certificates for Fund shares unless
specifically requested. Written confirmation from the Fund's transfer agent
shall constitute good and sufficient records of the number of Fund shares
owned by the Account and such records shall be afforded the same protection
as if they were certificates representing Fund shares owned by the Account.
6. Disposition of any Fund shares, monies and other property held by the
Company hereunder shall be made only by or upon written instruction signed by
Authorized Persons.
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7. As used in this Agreement, the terms "Authorized Persons" shall mean the
Company's President, Secretary or Treasurer individually or such other
officer or employee of the Company or subsidiary thereof as shall be designed
by an Executive Officer of the Company.
8. CMFS shall maintain a record of the name and address of persons having
an interest in the Account, insofar as such information is known to CMFS, and
of the number and type of annuity contracts issued to such persons. CMFS
shall also maintain a record showing the number of annuity units attributable
to each Contract Owner and the amount of cash or property attributable to
such annuity contracts, shall cause to be maintained proper books and records
with respect to all transactions hereunder with respect to the Account,
including, without limitation, a record of all purchases, redemptions and
distributions relating to Fund shares, the amounts thereof and the number of
shares from time to time standing to the credit of the Account all to be
maintained and preserved in accordance with the requirements of the
Investment Company Act of 1940 and other applicable laws and regulations.
9. The Company shall assist in the preparation of reports to the Securities
and Exchange Commission and others and in the audits of the Account and in
similar matters insofar as the same relate to the duties of the Company
hereunder.
10. The Company will not substitute another security for Fund shares
designated herein without the prior approval of the Securities and Exchange
Commission. If such a substitution occurs the Company will, within 5 days
after such substitution, either deliver or mail to each Contract Owner a
notice of substitution, including an identification of the securities
eliminated and the securities substituted, and a specification of the shares
of such security holder affected by the substitution.
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11. The Company will not resign as custodian until either (1) the Account
has been completely liquidated and the proceeds of the Account properly
distributed, or (2) a successor custodian, having the qualifications
prescribed in Section 26 of the Investment Act of 1940, has been designated
and has accepted such custodianship.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized.
Executed this 9th day of May, 1983.
ATTEST: CONNECTICUT MUTUAL LIFE
INSURANCE COMPANY
_____________________________________ By: _____________________________________
Secretary President
ATTEST: CONNECTICUT MUTUAL FINANCIAL
SERVICES, INC.
_____________________________________ By: _____________________________________
Secretary President
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