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Registration No. 333-01351
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Post-Effective Amendment No. 1
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 4
CML Variable Annuity Account B
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(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
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(Name of Depositor)
1295 State Street, Springfield, MA 01111
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(Address of Depositor's Principal Executive Offices)
(413) 744-8411
Thomas F. English
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Immediately upon filing
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b) of Rule 485.
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________ on (date)pursuant to paragraph (b) of Rule 485.
________ 60 days after filing pursuant to paragraph (a) of Rule 485.
________ on (date)pursuant to paragraph (a) of Rule 485.
STATEMENT PURSUANT TO RULE 24f-2
The Registrant has registered an indefinite number or amount of its variable
annuity contracts under the Securities Act of 1933 pursuant to Rule 24f-2 under
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
Fiscal Year ended December 31, 1996 was filed on or about February 28, 1997.
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The sole purpose of this amendment is to include the representation required by
Section 26(e)(2)(A) of the Investment Company Act. Except for that requirement,
the Registrant, in reliance on the no-action letter issued by the Division of
Investment Management to Great-West Life and Annuity Insurance Co. (pub. Avail.
Oct. 23, 1990), would not be filing this amendment. Except for the cover page,
this page and the signature pages, the remainder of this post-effective
amendment is incorporated by reference from the Registrant's previously filed
registration statement.
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PART C
OTHER INFORMATION
Item 32. Undertakings
REPRESENTATION UNDER SECTION 26(e)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that fees and
charges deducted under the individual deferred variable annuity contracts with
flexible purchase payments described in this Registration Statement, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Massachusetts Mutual Life
Insurance Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, CML
Variable Annuity Account B, certifies that it meets all of the requirements for
effectiveness of this Post-Effective Amendment No. 1 pursuant to Rule 485(b)
under the Securities Act of 1933 and has caused this Post-Effective Amendment
No. 1 to Registration Statement No. 333-01351 to be signed on its behalf by the
undersigned thereunto duly authorized, all in the city of Springfield and the
Commonwealth of Massachusetts, on the 21st day of May, 1997.
CML VARIABLE ANNUITY ACCOUNT B
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Thomas B. Wheeler*
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Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On May 21, 1997, as Attorney-in-Fact pursuant to
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*Richard M. Howe powers of attorney filed herewith.
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Registration Statement No. 333-01351 has been signed by the following
persons in the capacities and on the duties indicated.
Signature Title Date
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/s/ Thomas B. Wheeler* Chief Executive Officer and May 21, 1997
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Thomas B. Wheeler Chairman of the Board
/s/ John J. Pajak* President and Chief May 21, 1997
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John J. Pajak Operating Officer
/s/ Daniel J. Fitzgerald* Chief Financial Officer & May 21, 1997
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Daniel J. Fitzgerald Chief Accounting Officer
/s/ Roger G. Ackerman* Director May 21, 1997
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Roger G. Ackerman
/s/ James R. Birle* Director May 21, 1997
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James R. Birle
/s/ Frank C. Carlucci, III* Director May 21, 1997
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Frank C. Carlucci, III
/s/ Gene Chao* Director May 21, 1997
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Gene Chao, Ph.D.
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/s/ Patricia Diaz Dennis* Director May 21, 1997
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Patricia Diaz Dennis
/s/ Anthony Downs* Director May 21, 1997
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Anthony Downs
/s/ James L. Dunlap* Director May 21, 1997
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James L. Dunlap
/s/ William B. Ellis* Director May 21, 1997
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William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director May 21, 1997
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Robert M. Furek
/s/ Charles K. Gifford* Director May 21, 1997
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Charles K. Gifford
/s/ William N. Griggs* Director May 21, 1997
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William N. Griggs
/s/ George B. Harvey* Director May 21, 1997
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George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director May 21, 1997
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Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director May 21, 1997
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Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director May 21, 1997
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William B. Marx, Jr.
/s/ John F. Maypole* Director May 21, 1997
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John F. Maypole
/s/ Donald F. McCullough* Director May 21, 1997
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Donald F. McCullough
/s/ Alfred M. Zeien* Director May 21, 1997
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Alfred M. Zeien
/s/ Richard M. Howe On May 21, 1997, as Attorney-in-Fact pursuant to
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*Richard M. Howe powers of attorney filed herewith.
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REPRESENTATION BY REGISTRANT'S COUNSEL
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As Counsel to the Registrant, I, James M. Rodolakis, have reviewed this Post-
Effective Amendment No.1 to Registration Statement Number 333-01351 and
represent, pursuant to the requirement of paragraph (e) of Rule 485 under the
Securities Act of 1933, that this Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of said
Rule 485.
/s/ James M. Rodolakis
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James M. Rodolakis
Counsel
Massachusetts Mutual Life Insurance Company
