<PAGE>
Registration No. 2-75413
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Post-Effective Amendment No. 15 / X /
---
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 15 / X /
---
Massachusetts Mutual Variable Annuity Separate Account 2
--------------------------------------------------------
(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
-------------------------------------------
(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111
----------------------------------------------------
(Address of Depositor's Principal Executive Offices)
(413) 788-8411
Thomas F. English
-----------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: May 1, 1996.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485.
- ---
X on May 1, 1996 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, 1995 was filed on or about February 22, 1996.
<PAGE>
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 15
TO THE REGISTRATION STATEMENT
This Amendment is comprised of the following:
The Facing Sheet.
The Cross Reference Sheet.
Part A, the Prospectus consisting of 16 pages.
Part B, the Statement of Additional Information consisting of 16 pages.
Part C, Other Information.
The Signatures.
Exhibit 10 - Consent of Independent Accountants
Exhibit 13 - Schedule of Computation of Performance
Exhibit 15 - Powers of Attorney
Exhibit 27 - Financial Data Schedule
<PAGE>
CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
- -------- ---------------------
<S> <C>
1 ............................................ Cover Page
2 ............................................ Glossary
3 ............................................ Table of Fees and Expenses
4............................................. Condensed Financial
Information; Performance
Measures
5 ............................................ MassMutual, the Separate
Accounts and the Trust
6 ............................................ Contract Charges;
Distribution
7 ............................................ Miscellaneous Provisions; An
Explanation of the Contracts;
Reservation of Rights; Contract
Owner's Voting Rights
8 ............................................ The Annuity (Pay-Out Period
9 ............................................ The Death Benefit
10 ........................................... The Accumulation (Pay-In)
Period; Distribution
11 ........................................... Right to Return Contract;
Redemption Privilege
12 ........................................... Federal Tax Status
13 ........................................... None
14 ........................................... Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Caption in Statement of
-----------------------
Additional Information
----------------------
<S> <C>
15 ........................................... Cover Page
16 ........................................... Table of Contents
17 ........................................... General Information
18 ........................................... Service Arrangements and
Distribution
19 ........................................... Service Arrangements and
Distribution
20 ........................................... Service Arrangements and
Distribution
21 ........................................... Performance Measures
22 ........................................... Contract Value Calculations
23 ........................................... Reports of Independent
Accountants and Financial
Statements
</TABLE>
<PAGE>
PROSPECTUS
MAY 1, 1996
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
FLEX-ANNUITY
FLEXIBLE PURCHASE PAYMENT INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 1
(FOR TAX QUALIFIED ARRANGEMENTS)
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 2
(FOR NON-TAX QUALIFIED ARRANGEMENTS)
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS
(413) 788-8411
THIS PROSPECTUS (THE "PROSPECTUS") SETS FORTH THE INFORMATION ABOUT
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNTS 1 AND 2 (THE "SEPARATE
ACCOUNTS") THAT A PROSPECTIVE INVESTOR OUGHT TO KNOW BEFORE INVESTING. CERTAIN
ADDITIONAL INFORMATION ABOUT THE SEPARATE ACCOUNTS IS CONTAINED IN A STATEMENT
OF ADDITIONAL INFORMATION DATED MAY 1, 1996, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. THE
ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST AND WITHOUT CHARGE. TO OBTAIN
SUCH INFORMATION, PLEASE CONTACT VA SERVICE UNIT C-351, 1295 STATE STREET,
SPRINGFIELD, MASSACHUSETTS 01111, (413) 788-8411. THE TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION APPEARS ON PAGE 16 OF THIS PROSPECTUS.
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE TO INFORMATION ABOUT THE
SEPARATE ACCOUNTS.
----------------------
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUS (DATED MAY 1,
1996) OF MML SERIES INVESTMENT FUND (THE "TRUST"), WHICH IS ATTACHED HERETO. THE
PROSPECTUS FOR THE TRUST DESCRIBES THE INVESTMENT OBJECTIVES AND RISKS OF
INVESTING IN THE FOUR AVAILABLE FUNDS: MML EQUITY FUND; MML MONEY MARKET FUND;
MML MANAGED BOND FUND; AND MML BLEND FUND.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
Table Of Contents
Page
----
<S> <C>
Glossary....................................................................3
Table of Fees and Expenses..................................................4
Flex-Annuity Condensed Financial Information................................5
Special Information.........................................................6
The Contracts, MassMutual, The Separate Accounts and The Trust..............6
The Contracts...........................................................6
MassMutual..............................................................6
The Separate Accounts...................................................6
The Trust...............................................................6
Investments and Objectives............................................6
Possible Conflicts......................................................7
An Explanation of the Contracts.............................................7
General.................................................................7
The Accumulation (Pay-In) Period........................................7
How Contracts Were Purchased..........................................7
Subsequent Purchases................................................8
Wire Transfers......................................................8
Purchase of Accumulation Units........................................8
Transfers Among Divisions.............................................8
Right to Return Contracts.............................................8
The Death Benefit.....................................................8
The Annuity (Pay-Out) Period............................................9
Annuity Benefits......................................................9
Fixed Annuity.........................................................9
Variable Monthly Annuity..............................................9
Payment Options.......................................................9
Life Income Payments..................................................9
Joint and Survivor Life Income Payments..............................10
Joint and Survivor Life Income Payments (Two Thirds to Survivor).....10
Payments After Death of Variable Annuitant...........................10
Special Limitations..................................................10
Redemption Privilege...................................................10
Tax-Sheltered Annuity Redemption Restrictions........................10
Contract Charges...........................................................11
Asset Charge...........................................................11
Administrative Charge..................................................11
Contingent Deferred Sales Charge.......................................11
Deduction for Premium Taxes............................................12
Waiver of Certain Charges..............................................12
Distribution...............................................................12
Miscellaneous Provisions...................................................13
Termination of Liability...............................................13
Adjustment of Units and Unit Values....................................13
Periodic Statements....................................................13
Contract Owner's Voting Rights.............................................13
Reservation of Rights......................................................13
Federal Tax Status.........................................................13
Introduction...........................................................13
Tax Status of MassMutual...............................................13
Taxation of Contracts In General.......................................14
Penalty Taxes..........................................................14
Annuity Distribution Rules of Section 72(s)............................14
Tax Withholding........................................................14
Tax Reporting..........................................................15
Taxation of Qualified Plans, IRAs and TSAs.............................15
Performance Measures.......................................................15
Standardized Average Annual Total Return...............................15
Additional Performance Measures........................................15
Percentage Change In Accumulation Unit Values........................15
Additional Information.....................................................16
</TABLE>
2
<PAGE>
Glossary
You or Your refers to the Contract Owner.
Accumulated Value: The value of a Contract on or prior to the maturity date,
equal to the sum of the products obtained by multiplying the number of
Accumulation Units in each Division then credited to the Contract by the
appropriate Accumulation Unit Value.
Accumulation Unit: A unit of measurement used in determining the amount of a
Contract on or prior to its maturity date.
Annuity Unit: A unit of measurement used in determining the amount of each
Variable Monthly Annuity payment.
Contract Owner: The owner of a Contract. The Contract Owner could be the
Variable Annuitant, an employer, a trust, a custodian or any entity specified in
an employee benefit plan, except that where the Contract is issued for use in
arrangements other than retirement plans which qualify for special federal tax
treatment, the Contract Owner may be only the Variable Annuitant, a custodian
for a minor annuitant under the Uniform Gifts (or Transfers) to Minors Act, or a
non-individual third-party. If the Contract is issued under Section 403(b),
Section 408(b) or Section 408(k) of the Internal Revenue Code, the Contract
Owner must be the Variable Annuitant.
Contract Year: A period of 12 months starting on the effective date of your
Contract and on each anniversary of the effective date.
Division: A sub-account of a Separate Account, the assets of which consist of
shares of a specified Fund.
Fixed Annuity: A benefit providing for periodic payments of a fixed-dollar
amount throughout the annuity period. The benefit does not vary with or reflect
the investment performance of any Division of a Separate Account.
Funds: The four separate series of shares of MML Series Investment Fund, the
open-end, diversified management investment company in which the Divisions of
the Separate Accounts invest.
Home Office: Massachusetts Mutual Life Insurance Company ("MassMutual"), 1295
State Street, Springfield, MA 01111.
Maturity Date: The date designated by the Contract Owner as of which Variable
Monthly or Fixed Annuity payments or a payment in one sum (whichever is elected)
will commence.
Payment Calculation Date: The date as of which the dollar amount of any Variable
Monthly Annuity payment is determined. Such date is the earliest Valuation Date
which is not more than 10 days before the payment is due.
Purchase Payment: An amount paid to MassMutual by or on behalf of the Variable
Annuitant.
Valuation Date: Each day on which the net asset value of the shares of any of
the Funds is determined.
Valuation Period: The period, consisting of one or more days, from one Valuation
Time to the next succeeding Valuation Time.
Valuation Time: The time of the close of the New York Stock Exchange (currently
4:00 p.m. New York time) on a Valuation Date. All actions which are to be
performed on a Valuation Date will be performed as of the Valuation Time.
Variable Annuitant: The person or persons on whose life or lives the Contract is
issued.
Variable Monthly Annuity: A benefit providing for periodic payments which vary
with and reflect the investment performance of one or more Divisions of a
Separate Account.
3
<PAGE>
<TABLE>
<CAPTION>
Table Of Fees And Expenses
Contract Owner Transaction Expenses
<S> <C>
Sales Load Imposed on Purchases........................................................None
<CAPTION>
Deferred Sales Load (as a percentage of the current value of the accumulation units
purchased in each level now being redeemed)
<S> <C> <C>
Level Cumulative Purchase Payments Deferred Sales Load*
1............................................First $3,000 11% in year purchase is made, decreasing 1%
per year until it is 0.
2............................................Next $32,000 5% in year purchase payment made, decreasing
1% per year until it is 0.
3............................................Over $35,000 0%
Redemption Fees The annual administration charge is assessed
if the Contract is redeemed off-anniversary.
Transfer Fee None
Annual Administrative Fee $35
Separate Account Annual Expenses (as a percentage of average account values)
Mortality and Expense Risk Fee................. 1.25%
Account Fees and Expenses 0.00%
Total 1.25%
<CAPTION>
MML Series Investment Fund Annual Expenses (as a percentage of Fund average net assets)**
MML Equity Fund MML Money Market Fund MML Managed Bond Fund MML Blend Fund
<S> <C> <C> <C> <C>
Management Fees......................... 0.40% 0.50% 0.49% 0.37%
Other Expenses.......................... 0.01% 0.04% 0.03% 0.01%
Total................................... 0.41% 0.54% 0.52% 0.38%
<CAPTION>
Example
You would pay the following cumulative expenses on a $1,000 investment assuming a 5% annual return on assets:
Equity Division Money Market Managed Bond Blend Division
Division Division
<S> <C> <C> <C> <C>
If your Contract is redeemed at end of year:***
1............................. $104 $105 $105 $103
3............................. 143 147 146 142
5............................. 163 169 168 161
10............................. 228 242 240 225
If your Contract is not redeemed at end of year:***
1............................. 19 20 20 18
3............................. 58 62 61 57
5............................. 100 106 105 98
10............................. 216 230 227 213
</TABLE>
*Sales charges are subject to certain limitations. On the first redemption
starting in year five, no sales charge will be deducted on an amount up to 10%
of the accumulated amount. See Contract Charges Contingent Deferred Sales
Charge, for further information.
**The expenses listed are for the year ended December 31, 1995.
***The figures shown include a portion of the $35 Annual Administrative Fee,
pro-rated for a Contract with $19,444 in Accumulated Value. Expenses you would
bear if the Contract were annuitized will be the same as either the "redeemed"
or "not redeemed" Contract expenses shown in the Example above, depending upon
the payment option you choose. No Sales Charges will be assessed upon maturity
if the Accumulation Value of the Contract is applied to certain payment options
described in the Contract Charges SALES CHARGE section of the Prospectus.
The purpose of the table set forth above is to assist you in understanding the
various costs and expenses that Contract Owners bear directly or indirectly. The
table is based on estimated amounts for the most recent fiscal year and reflects
expenses of the Separate Account as well as MML Series Investment Fund (see
Contract Charges in the Prospectus and INVESTMENT MANAGER in the MML Series
Prospectus). The table does not include any premium tax expenses which may
apply. Premium taxes currently range up to 3.5% of premiums paid (see Contract
Charges PREMIUM TAXES).
The above examples should not be considered representative of past or future
expenses; actual expenses may be greater or less than those shown.
4
<PAGE>
FLEX-ANNUITY CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values (Audited)
<TABLE>
<CAPTION>
Massachusetts Mutual
Variable Annuity Money Managed
Separate Account 1 - Flex-Annuity (Qualified) Equity Market Bond Blend
Accumulation Unit Values Division Division Division Division
<S> <C> <C> <C> <C>
December 31, 1995 $6.66 $2.04 $3.30 $3.71
December 31, 1994 5.14 1.95 2.80 3.05
December 31, 1993 5.00 1.90 2.95 3.01
December 31, 1992 4.62 1.88 2.67 2.78
December 31, 1991 4.24 1.84 2.52 2.57
December 31, 1990 3.42 1.75 2.19 2.10
December 31, 1989 3.48 1.64 2.04 2.08
December 31, 1988 2.86 1.52 1.83 1.75
December 31, 1987 2.49 1.44 1.73 1.57
December 31, 1986 2.47 1.37 1.71 1.54
December 31, 1985 2.08 1.30 1.51 1.32
December 31, 1984 1.61 1.22 1.28 1.07
December 31, 1983 1.55 1.11 1.16 -
December 31, 1982 1.27 1.03 1.09 -
*August 18, 1982 1.00 1.00 1.00 -
Number of Accumulation December 31, 1995 15,282,232 5,241,173 4,286,573 61,250,763
Units Outstanding December 31, 1994 16,469,073 6,974,443 4,945,453 70,616,166
December 31, 1993 17,562,315 8,006,953 5,750,922 76,447,631
December 31, 1992 17,875,111 10,519,720 5,930,663 79,879,754
December 31, 1991 18,399,891 14,021,162 6,296,661 84,037,712
December 31, 1990 19,165,311 16,823,422 6,887,453 88,687,128
December 31, 1989 20,324,896 15,177,104 7,739,167 95,071,411
December 31, 1988 21,895,930 17,106,899 8,050,176 102,155,836
December 31, 1987 32,211,658 20,609,664 9,846,797 146,093,259
December 31, 1986 29,261,495 13,843,529 12,198,337 111,370,803
December 31, 1985 22,357,064 14,552,679 10,726,747 47,367,398
December 31, 1984 17,145,504 15,990,964 10,159,887 19,103,671
December 31, 1983 14,995,651 8,607,985 10,733,640 -
December 31, 1982 1,611,843 3,502,160 3,301,385 -
<CAPTION>
Massachusetts Mutual
Variable Annuity Money Managed
Separate Account 2 - Flex-Annuity IV (Non-Qualified) Equity Market Bond Blend
Accumulation Unit Values Division Division Division Division
<S> <C> <C> <C> <C>
December 31, 1995 $6.43 $2.06 $3.52 $3.80
December 31, 1994 4.96 1.97 2.99 3.12
December 31, 1993 4.83 1.92 3.15 3.08
December 31, 1992 4.46 1.90 2.85 2.85
December 31, 1991 4.09 1.86 2.69 2.64
December 31, 1990 3.30 1.77 2.33 2.15
December 31, 1989 3.35 1.66 2.18 2.13
December 31, 1988 2.76 1.54 1.95 1.80
December 31, 1987 2.40 1.45 1.84 1.60
December 31, 1986 2.38 1.38 1.82 1.58
December 31, 1985 2.01 1.31 1.61 1.35
December 31, 1984 1.56 1.23 1.36 1.09
December 31, 1983 1.48 1.13 1.25 -
December 31, 1982 1.26 1.05 1.17 -
*July 15, 1982 1.00 1.00 1.00 -
Number of Accumulation December 31, 1995 1,762,666 2,571,690 635,797 7,357,523
Units Outstanding December 31, 1994 2,013,658 2,706,939 679,696 8,272,609
December 31, 1993 2,035,263 2,954,111 897,140 9,139,911
December 31, 1992 2,051,039 3,743,611 1,054,692 10,152,013
December 31, 1991 2,064,417 5,466,614 1,219,069 10,031,827
December 31, 1990 2,204,866 5,473,347 1,220,315 11,131,588
December 31, 1989 2,371,065 6,421,931 1,736,773 12,818,548
December 31, 1988 2,843,200 8,707,917 1,591,704 14,008,177
December 31, 1987 4,909,158 6,352,013 1,701,373 27,436,967
December 31, 1986 4,594,088 4,071,319 2,229,978 22,267,159
December 31, 1985 3,133,430 3,828,708 1,948,774 6,937,546
December 31, 1984 2,458,154 4,025,995 1,737,352 2,175,142
December 31, 1983 2,819,487 1,881,747 2,711,262 -
December 31, 1982 478,348 862,901 980,853 -
</TABLE>
- -----------------------
*Commencement of Public Offerings.
Financial Statements
For audited financial statements and other information concerning the financial
condition of the Massachusetts Mutual Variable Annuity Separate Accounts 1 -
Flex-Annuity (Qualified) and 2 - Flex-Annuity (Non-Qualified) and of MassMutual,
see the Statement of Additional Information.
5
<PAGE>
Special Information
The Contracts are subject to a contingent deferred sales charge at a maximum
rate of 11% of the amount redeemed or the maturity value (but in no case greater
than 8.5% of purchase payments) and certain other charges more fully described
under CONTRACT CHARGES on page 11.
Certain distributions under the Contracts may be subject to a penalty tax of 10%
of the amount of the distribution that is includable in gross income as
described in the FEDERAL TAX STATUS section on page 13.
Partial or full redemption of a Contract may require MassMutual to withhold 20%
of the amount redeemed as more fully described in the TAXATION OF QUALIFIED
PLANS, IRAs and TSAs section on page 15.
The Contracts entitle the purchaser to a 10-day revocation right more fully
described under Right to Return Contracts on page 8.
The Contracts, MassMutual,
The Separate Accounts, and
The Trust
The Contracts
This Prospectus describes two individual variable annuity contracts (the
"Contracts") that were offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Contracts are no longer offered for sale to the public.
Contract Owners may continue, however, to make purchase payments under the
Contract.
MassMutual
MassMutual is a mutual life insurance company specially chartered by the
Commonwealth of Massachusetts on May 14, 1851. Its Home Office is located in
Springfield, Massachusetts. MassMutual is licensed to transact a life, accident
and health insurance business in all fifty states of the United States, the
District of Columbia and certain provinces of Canada.
On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. The merger does not affect any provisions of,
or rights or obligations under, policies or contracts previously issued by
MassMutual. As a result of the merger, MassMutual has estimated statutory assets
in excess of $50 billion, and estimated total assets under management in excess
of $103 billion.
The Separate Accounts
Separate Account 1 was established on April 8, 1981 and Separate Account 2 was
established on October 14, 1981. Each is a separate account of MassMutual
registered with the Securities and Exchange Commission as a unit investment
trust.
Each Separate Account is divided into four Divisions. The Equity Division
invests in shares of MML Equity Fund (the "Equity Fund"). The Money Market
Division invests in shares of MML Money Market Fund (the "Money Market Fund").
The Managed Bond Division invests in shares of MML Managed Bond Fund (the
"Managed Bond Fund"). The Blend Division invests in shares of MML Blend Fund
(the "Blend Fund"). The value of both Accumulation Units and Annuity Units in
each Division reflects the investment results of its underlying Fund. Each Fund
is a series of the Trust.
Although the assets of each Separate Account are owned by MassMutual, assets of
each Separate Account equal to the reserves and other Contract liabilities which
depend on the investment performance of the Separate Account are not chargeable
with liabilities arising out of any other business MassMutual may conduct. The
income and capital gains and losses, realized or unrealized, of each Division of
a Separate Account are credited to or charged against such Division without
regard to the income and capital gains and losses of the other Divisions or
other accounts of MassMutual. All obligations arising under the Contracts,
however, are general corporate obligations of MassMutual.
The Trust
The Trust is a no-load, open-end, diversified management investment company
consisting of four separate series of shares (the "Funds") each of which has its
own investment objectives and policies. MassMutual serves as investment manager
of each of the Funds. Accordingly MassMutual is responsible for providing all
necessary investment advisery, management, and administrative services needed by
the Funds pursuant to investment management agreements. MassMutual has entered
into investment sub-advisery agreements with Concert Capital Management, Inc.
("Concert Capital"), a second tier wholly-owned subsidiary of MassMutual. These
agreements provide that Concert Capital manages the investment and reinvestment
of the assets of the Equity Fund and the Equity Sector of the Blend Fund. Both
MassMutual and Concert Capital are registered as investment advisers under the
Investment Advisers Act of 1940.
The Separate Accounts purchase and redeem shares of the Funds at their net asset
value next determined after receipt of the purchase order or redemption request
without the imposition of any sales or redemption charge. Distributions made on
the shares of each Fund held by a Division of a Separate Account are immediately
reinvested in shares of the Fund at net asset value, which shares are added to
the assets of the appropriate Division of the Separate Account.
Investments and Objectives:
(1) The Equity Fund
The assets of the Equity Fund are invested primarily in common stocks and other
equity type securities. The primary investment objective of the Equity Fund is
to achieve a superior total rate of return over an extended period of time from
both capital appreciation and current income. A secondary investment objective
is the preservation of capital when business and economic conditions indicate
that investing for defensive purposes is appropriate.
6
<PAGE>
(2) The Money Market Fund
The assets of the Money Market Fund are invested in short-term debt instruments,
including but not limited to commercial paper, certificates of deposit, bankers'
acceptances, and obligations issued, sponsored, or guaranteed by the United
States government or its agencies or instrumentalities. The investment
objectives of the Money Market Fund are to achieve high current income, the
preservation of capital, and liquidity.
(3) The Managed Bond Fund
The assets of the Managed Bond Fund are invested primarily in publicly issued,
readily marketable, fixed income securities of such maturities as MassMutual, as
investment manager, deems appropriate from time to time in light of market
conditions and prospects. The investment objective of the Managed Bond Fund is
to achieve as high a total rate of return on an annual basis as is considered
consistent with the preservation of capital values.
(4) The Blend Fund
The assets of the Blend Fund are invested in a portfolio of common stocks and
other equity-type securities, bonds and other debt securities with maturities
generally exceeding one year, and money market instruments and other debt
securities with maturities generally not exceeding one year. The investment
objective of the Blend Fund is to achieve as high a level of total rate of
return over an extended period of time as is considered consistent with prudent
investment risk and the preservation of capital values.
A description of the Funds, their investment objectives, policies and
restrictions, their expenses, the risks attendant to investment therein, and
other aspects of their operations is contained in the attached MML Series
Investment Fund Prospectus, which an investor should read carefully before
investing.
Possible Conflicts
Assets of variable life insurance separate accounts are also invested in the
Trust. It is possible that under this arrangement conflicts could arise between
the interests of Contract Owners and owners of variable life insurance policies.
The Trustees of the Trust will follow monitoring procedures to determine whether
material conflicts have arisen. If an irreconcilable material conflict exists,
the assets of the variable life insurance separate accounts may be invested
solely in shares of mutual funds which offer their shares exclusively to
variable life insurance separate accounts, unless in certain cases the owners of
the variable life insurance policies and the variable annuity contracts vote
otherwise. For a discussion of other separate accounts investing in the Trust
and possible conflicts arising from such an arrangement, see the Statement of
Additional Information.
An Explanation Of The
Contracts
The principal provisions of the Contracts are described below. If you desire
additional information, you should refer to the Contracts and to the Statement
of Additional Information. For a complete understanding of your rights you
should also review any applicable employee benefit plan documents.
General
The two Contracts described herein are individual variable annuity contracts
issued by MassMutual. Both Contracts are identical except for differences
associated with tax-qualified plans.
One Contract was sold for use in retirement plans which qualify (with necessary
endorsement) for special federal tax treatment under the Internal Revenue Code
of 1986, as amended (the "Code"). These Contracts were issued by Separate
Account 1. The tax-qualified retirement plans for which Separate Account 1
Contracts were offered are: (1) pension and profit-sharing plans qualified under
Section 401(a) or 403(a) of the Code ("Qualified Plans") which may also
constitute participant-directed individuals account plans under Section 404(c)
of ERISA; (2) annuity purchase plans adopted by public school systems and
certain tax-exempt organizations pursuant to Section 403(b) of the Code ("Tax
Sheltered Annuities" or "TSAs"); (3) deferred compensation plans for state and
local governments and tax-exempt organizations established under the provisions
of Section 457 of the Code; and (4) Individual Retirement Annuities established
in accordance with Section 408 of the Code ("IRAs"), including those established
by employer contributions under a Simplified Employee Pension Plan arrangement.
Under tax-qualified retirement plans except TSAs and IRAs, participants may not
be the Contract Owners and, therefore, may have no Contract Owner's rights.
Under Section 457 deferred compensation plans, the state or political
subdivision or tax-exempt organization must be the Contract Owner and a plan
participant will not have any secured interest in the Contract and must be a
general unsecured creditor of the state or political subdivision or tax-exempt
organization.
The other Contract was sold for use in arrangements other than retirement plans
which qualify for special federal tax treatment. These Contracts were issued by
Separate Account 2. The following discussion applies to both Contracts unless
otherwise indicated.
The Accumulation (Pay-In)
Period
How Contracts Were Purchased. The minimum initial purchase payment was $600
divided by the number of installments (not more than 12) which you expected to
make each year. If you intended to make only one purchase payment over the
lifetime of the Contract, however, your minimum initial purchase payment had to
be at least $2,000. After making your initial payment, you may make as many or
as few subsequent purchase payments as you desire. The amount of each subsequent
purchase payment may vary but must be at least $25. The Contract permits
MassMutual to establish a maximum on the total purchase payments which can be
made under the Contract. This maximum will not be less than $500,000.
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<PAGE>
Subsequent Purchases
You may make all purchase payments for additional Accumulation Units by mailing
your check, clearly indicating your name and Contract number, to:
MASSMUTUAL VA
P.O. Box 92714
Chicago, IL 60675-2714
Wire Transfers
You may make purchase payments by instructing your bank to wire funds to:
Chase Manhattan, New York, New York
ABA #021000021
MassMutual Account #910-2-517290
Ref: VA Income Contract #
Name: (Contract Owner)
Purchase of Accumulation Units. At any time prior to the maturity date of a
Contract, you may direct that your purchase payments (after deducting any
applicable premium taxes) be applied to purchase Accumulation Units of the
Division or Divisions which you have designated. To be effective, a written
designation must be received at MassMutual's Home Office. The number of
Accumulation Units purchased will be the amount applied divided by the
Accumulation Unit Value on the date of purchase. These Accumulation Units will
be used in determining the value of the Contract on or prior to the maturity
date and the amount of annuity benefits at maturity. The value of the
Accumulation Units in each Division will vary with and will reflect the
investment performance of that Division (which in turn will reflect the
investment performance and expenses of the Fund in which the assets of that
Division are invested), any applicable taxes and the applicable Asset Charge. A
more detailed description of how the value of an Accumulation Unit is calculated
is contained in the Statement of Additional Information.
The value of the Accumulation Units (the "Accumulation Unit Value") which you
purchase is determined as of the Valuation Time on the date on which MassMutual
(at its Home Office, or a designated bank lock box), in the mail, or by wire
transfer, receives your payment. If, however, the date of receipt or the
Contract Date is not a Valuation Date, or if the purchase payment is received
otherwise than by mail or wire transfer, the value of the Accumulation Units
purchased will be determined as of the next Valuation Time after the time the
purchase payment is received. If a purchase payment is not applied to purchase
Accumulation Units within five business days after receipt (due to incomplete or
ambiguous instructions, for example), the payment will be refunded unless
specific consent to retain the payment for a longer period is obtained from the
prospective purchaser.
Transfers Among Divisions. You may transfer funds among Divisions without charge
or restriction at any time prior to 30 days before the Maturity Date. To make
such a transfer, you direct MassMutual to cancel all or part of the Accumulation
Units in any Division of a Separate Account and use the value thereof to acquire
Accumulation Units in any other Division of the same Separate Account. Any such
acquisition will be made at the value of an Accumulation Unit in that Division
determined on the date the transfer is effective. For the purpose of determining
the applicable sales charge upon a subsequent redemption, Accumulation Units
acquired in such a transfer will be deemed to have been acquired in the Contract
Year and with the cumulative purchase payment used to purchase the original
Accumulation Units. In addition, a proportionate part of any unused portion of
the 10% "free corridor" is transferred. (See, Contingent Deferred Sales Charge.)
Such transfers will be effective as of the Valuation Date which is on, or next
follows, the date your written direction is received by mail at the Home Office.
Any written direction delivered at the Home Office otherwise than by mail,
however, will be effective as of the first Valuation Time after receipt.
MassMutual has commenced operations, on a limited basis, of an automated
telephone system which permits certain Contract Owners to perform transfers by
toll-free telephone call and to obtain information concerning current Contract
Account Values. This service is available to Contract Owners, (other than tax
qualified plan trustees), who have supplied MassMutual with the necessary
authorization form. MassMutual will take reasonable steps to ensure that
telephone transactions received are genuine. These measures may include
requiring forms of personal identification before completing requested telephone
transactions. If MassMutual fails to take such precautions, it may be liable for
any resultant losses due to fraudulent transfer requests. Normal transfer
restrictions apply. Contract Owners who use this system are required to amend
their Contracts and authorize MassMutual to complete any transfer requested for
which the caller uses the personal identification number needed for access to a
Contract. The availability of the automated telephone transfer system is subject
to state insurance department approval.
Right to Return Contracts. You may return your Contract to MassMutual any time
within 10 days after the Contract has been delivered to you. If you exercise
this right you will receive the greater of: (a) the Accumulated Value of the
Contract plus any deductions for premium taxes which have been made from
purchase payments; or, (b) the amount of purchase payments made less the net
amount of all partial redemptions. For this purpose the Accumulated Value of the
Contract will be determined as of the Valuation Time on the date on which the
Contract is received by mail at MassMutual's Home Office or at the next
Valuation Time after receipt if the Contract is received on other than a
Valuation Date or is received other than by mail.
The Death Benefit. If the Variable Annuitant dies prior to the Maturity Date,
the beneficiary named in the Contract will receive the greater of (a) the total
of all purchase payments made to the Contract, less the net amount of all
partial redemptions, or (b) the Accumulated Value of the Contract, less the
Administrative Charge (see, Administrative Charge), determined as of the
Valuation Date which is on or next follows the date on which written notice of
death is received in the mail at MassMutual's Home Office. Any written notice
delivered at the Home Office otherwise than by mail, however, will be effective
as of the first Valuation Time after receipt. The death benefit may be paid in
one sum or, with MassMutual's consent, applied under one or more of the payment
options provided by the Contract (see Payment Options). No Contingent Deferred
Sales Charge is imposed upon the death of the Variable Annuitant. Within three
business days after such receipt of the
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<PAGE>
written notice of death, MassMutual will send the beneficiary a letter
describing the options available and the requirements of formal proof of death
and documents necessary to elect payment of the death benefit in one sum or
application under a payment option. This letter will advise the beneficiary that
such payment or application will be made promptly after receipt of the formal
proof of death and the election documents. Until such time, the death benefit
will earn interest at the greater of the rate then being paid by MassMutual on
amounts held in its general account under interest payment settlement options
(5.65% at the date of this Prospectus), or the rate earned by the Money Market
Division of the Separate Account, as adjusted to remove mortality and expense
risk charges, or such greater rate as may be required by law.
THE ANNUITY (PAY-OUT) PERIOD
Annuity Benefits. Each Contract specifies a Maturity Date which you have
selected. You may elect, however, by written notice received by MassMutual at
its Home Office within 90 days prior to the Maturity Date specified in the
Contract, to defer the Maturity Date to any date not later than the Contract
anniversary either nearest the Variable Annuitant's 85th birthday (if your
purchase payments are being allocated to Separate Account 2) or nearest the
Variable Annuitant's 75th birthday (if your purchase payments are being
allocated to Separate Account 1). In general, in order to avoid adverse tax
consequences, distributions either by partial redemption or by maturing the
contract, from a Contract issued as an IRA or as a Tax Sheltered Annuity or
under a qualified plan should begin for the calendar year in which the Annuitant
reaches age 70 1/2 and should be made each year thereafter in an amount no
less than the Accumulated Value of the Contract at the end of the previous year
divided by the applicable life expectancy (see Taxation of Qualified Plans, TSAs
and IRAs for additional information). You may also elect to advance the Maturity
Date to a date prior to the specified Maturity Date, or prior to any new
Maturity Date you may have selected, provided that written notice is received by
MassMutual at its Home Office at least 31 days before the Maturity Date elected.
For additional rules regarding TSAs, see Tax-Sheltered Annuity Redemption
Restrictions.
When your Contract approaches its Maturity Date, you may choose to receive
either Fixed Annuity payments (referred to as the "Fixed Income Option" in your
Contract), Variable Monthly Annuity payments (referred to as the "Variable
Income Option" in your Contract), or a combination of the two. You also may
elect to receive the Accumulated Value in one sum. If you elect a Fixed Annuity
or a lump sum payment, a Contingent Deferred Sales Charge may be deducted from
the Accumulated Value of your Contract at maturity. If, however, you elect a
Variable Monthly Annuity, no Contingent Deferred Sales Charge will be deducted
from the Accumulated Value of your Contract. Variable Monthly Annuity payments
may be received under several different payment options. If you have made no
election within a reasonable time after the Maturity Date, the Contract will
provide you with the automatic payment of a Variable Monthly Annuity under a
life income option with payments guaranteed for 10 years.
Fixed Annuity. If you select a Fixed Annuity, each annuity payment will be for a
fixed-dollar amount and will not vary with or reflect the investment performance
of a Separate Account or its Divisions. For further information regarding the
type of annuity benefit and the payment options available thereunder, you should
refer to the Contracts.
Variable Monthly Annuity. If you select a Variable Monthly Annuity each annuity
payment will be based upon the value of the Annuity Units credited to your
Contract. The number of Annuity Units in each Division to be credited to your
Contract is based on the value of the Accumulation Units in that Division and
the applicable Purchase Rate. The Purchase Rate will differ according to the
payment option you have elected and takes into account the age of the Variable
Annuitant or Annuitants. The value of the Annuity Units will vary with and
reflect the investment performance of each Division to which Annuity Units are
credited based on an Assumed Investment Rate of 4% per year. This Rate is a
fulcrum rate around which Variable Monthly Annuity payments will vary. An actual
net rate of return for a Division for the month greater than the Assumed
Investment Rate will increase Variable Monthly Annuity payments attributable to
that Division. An actual net rate of return for a Division for the month less
than the Assumed Investment Rate will decrease Variable Monthly Annuity payments
attributable to that Division.
For a more detailed description of how the value of an Annuity Unit and the
amount of Variable Monthly Annuity payments are calculated, see the Statement of
Additional Information for this Prospectus.
Payment Options. Below is a description of Variable Monthly Annuity payment
options which you may elect. For a description of payment options available in
connection with Fixed Annuity benefits, you should refer to the Contracts.
To elect a certain type of payment option, please submit your request in writing
to MassMutual. This request must be received by MassMutual in form satisfactory
to us at its Home Office prior to the Maturity Date of the Contract.
If the value of a Contract applied to any payment option is less than $2,000 or
produces an initial Variable Monthly Annuity payment of less than $20,
MassMutual may discharge its obligation by paying the value applied, less any
applicable Contingent Deferred Sales Charge, in one sum to the person entitled
to receive the first annuity payment.
Upon your request, MassMutual will endorse a Contract to eliminate or restrict
any payment option in order that the plan pursuant to which the Contract is
issued remains qualified under the Code, provided such endorsement is not
otherwise contrary to law. MassMutual may make available payment options in
addition to those set forth in the Contract.
Life Income Payments. If you elect this option, Variable Monthly Annuity
payments will be made during the lifetime of the person on whose life payments
depend, either: (1) without payments certain; or (2) with payments certain on an
"installment refund" basis; or (3) with payments certain for 5 or 10 years. Of
these three alternatives, alternative (1) offers the maximum level of monthly
payments since there is no guarantee of a minimum number of payments or
provision for payments to the beneficiary upon the death of the Variable
Annuitant. Since there is no such guarantee, however, it would be possible to
receive only one annuity payment if the Variable Annuitant died prior to the due
date of the second annuity payment, two if he died before the
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<PAGE>
third annuity payment date, and so forth. Alternative (2) provides for payments
certain for a term equal to the nearest whole number of months determined by
dividing the value applied under a Contract by the dollar amount of the first
Variable Monthly Annuity payment.
Joint and Survivor Life Income Payments. If you elect this option, Variable
Monthly Annuity payments will be made during the joint lifetime of the two
persons on whose survival payments depend and thereafter during the lifetime of
the survivor, either (1) without payments certain, or (2) with payments certain
for 10 years.
Joint and Survivor Life Income Payments (Two-Thirds to the Survivor). If you
elect this option, Variable Monthly Annuity payments will be made during the
joint lifetime of the two persons on whose survival payments depend and
thereafter during the lifetime of the survivor, without payment certain. The
number of Annuity Units for each Division will be reduced by one-third upon the
first death.
Payments After Death of Variable Annuitant. Generally, if a payment option
providing for payments certain is elected, and the Variable Annuitant and any
survivor Variable Annuitant should die before the payments certain have been
completed, MassMutual will pay in one sum to the designated beneficiary, unless
otherwise requested, the present value of any unpaid payments certain under the
option. Present value will be determined as of the Valuation Time which is on,
or next follows, the date on which written notice of death is received in good
order at MassMutual's Home Office.
Special Limitations. Where the Contract is issued pursuant to a Tax Sheltered
Annuity or an IRA there are special limitations on the types of payment options
which you may elect.
Redemption Privilege
Subject to the special rules regarding tax sheltered annuities, discussed below,
you may redeem all or part of the Accumulated Value of a Contract on or prior to
its maturity date if the Variable Annuitant is alive at the time of redemption.
In a partial redemption, however, the amount redeemed must be at least $100, and
the remaining value of the Contract must be at least $600. Any partial
redemption request which would reduce the value of the Contract to less than
$600 will be treated as a request for a full redemption. If you exercise your
redemption rights as described, you may be assessed a Contingent Deferred Sales
Charge. (See, Contract Charges for a detailed description of how the Contingent
Deferred Sales Charge is calculated.) The amount redeemed may be taken in one
sum or, where a full redemption is made, applied under one or more of the
payment options provided by the Contract. In the case of a partial redemption,
You must designate the Division or Divisions from which the redemption is to be
made. A partial redemption will result in a reduction in the number of
Accumulation Units credited to the Contract in that Division equal to the dollar
amount of the Contingent Deferred Sales Charge assessed against the redeemed
Accumulation Units plus the dollar amount of the redemption payment from that
Division divided by the appropriate Accumulation Unit Value. The appropriate
Accumulation Unit Value is that determined as of the Valuation Time on the date
on which the written request for redemption is received in the mail at
MassMutual's Home Office. If, however, the date on which such request is
received is not a Valuation Date or if the request is made other than through
the mail, the appropriate Accumulation Unit Value will be determined as of the
next Valuation Time after receipt. (See Deduction for Premium Taxes for
information concerning a possible refund of premium tax in the event of a full
or partial redemption.)
After the Maturity Date of the Contract, the Variable Annuitant may, without the
imposition of a Contingent Deferred Sales Charge, redeem up to the full amount
of the then present value of any remaining unpaid payments certain under the
payment option. Where Fixed Monthly Annuity payments are being made under a
Contract subsequent to its Maturity Date, the Variable Annuitant may, without
the imposition of any further Contingent Deferred Sales Charge, redeem up to the
full amount of the then present value of any remaining unpaid payments certain
under the payment option. After the death of the Variable Annuitant, the
designated beneficiary may make such redemptions. The Contract Owner, however,
may specify in the election of the payment option that the Variable Annuitant
shall not have the right to redeem unpaid payments certain under the life income
or joint and survivor option. The present value of unpaid Variable Monthly
Annuity payments certain will be calculated at the Assumed Investment Rate and
the appropriate Annuity Unit Values. The appropriate Annuity Unit Values will be
determined in the same manner as the appropriate Accumulation Unit Values are
determined in the case of a redemption prior to the Maturity Date.
Redemption payments will be made within seven days (or a shorter period if
required by law) after receipt of the necessary written request by MassMutual at
its Home Office. However, the right of redemption may be suspended or payments
postponed whenever: (1) the New York Stock Exchange is closed; except for
holidays and weekends; (2) the Securities and Exchange Commission has determined
that trading on the New York Stock Exchange is restricted; (3) the Securities
and Exchange Commission permits suspension or postponement and so orders; or (4)
an emergency exists, as defined by the Securities and Exchange Commission, so
that valuation of the assets of each Separate Account or disposal of securities
held by it is not reasonably practicable.
In addition, a purchase payment amount is not available to satisfy a redemption
request until the check, or other instrument by which the purchase payment was
made, has been honored.
Redemption payments may be subject to federal income tax and elective and/or
mandatory tax withholding. (See FEDERAL TAX STATUS.)
Tax-Sheltered Annuity Redemption Restrictions. The redemption of Internal
Revenue Code Section 403(b) annuities (Tax Sheltered Annuities, "TSAs") may be
restricted. Specifically, salary reduction contributions after 1988 and post-
1988 earnings on all salary reduction contributions may not be withdrawn until
age 59 1/2, death, disability, or separation from service with the TSA
employer. Salary reduction contributions may be withdrawn, however, for
"hardship".
No redemptions may be made in connection with a Contract issued pursuant to the
Texas Optional Retirement Program for faculty members of Texas public
institutions of higher learning prior to the Variable Annuitant's termination of
em-
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ployment in all such institutions, retirement, death or attainment of age
70 1/2.
CONTRACT CHARGES
There are four types of charges which MassMutual may assess against the
Contracts: (1) an Asset Charge for mortality and expense risks assumed by
MassMutual; (2) an Administrative Charge for administrative expenses of
MassMutual in connection with the Contracts; (3) a Contingent Deferred Sales
Charge; and (4) a deduction for premium taxes, if any, payable by MassMutual in
connection with a Contract.
The Separate Accounts do not bear any expenses other than the charges stated
below.
Asset Charge. MassMutual assumes the risk that the mortality experience under
the Contracts may be less favorable than that assumed in determining the amount
of annuity payments, and thereby assures that the amount of such payments will
not be affected by the Variable Annuitant's longevity or by an improvement in
life expectancy generally. If the mortality assumptions used should in fact
prove to be inadequate, MassMutual will absorb the resulting loss by making
transfers to the appropriate Divisions of the Separate Account. Conversely, if
the mortality assumptions used should prove to be more than adequate, the
resulting surplus may be withdrawn from the appropriate Divisions of the
Separate Account by MassMutual from time to time.
MassMutual also assumes the risk that the Contingent Deferred Sales Charge and
the Administrative Charge (described below) may be insufficient to cover the
sales and administrative expenses associated with the Contracts. If such
expenses exceed these charges, MassMutual will pay the excess out of its
surplus. Conversely, while the charges are not designed to increase MassMutual's
surplus, if they are more than sufficient to meet expenses, an increase in
surplus will result.
Since the Contracts are nonparticipating, they will not share in the
distribution of any surplus which might result from the operation of the
mortality and expense risk charges.
To compensate MassMutual for assuming the mortality and expense risks, an Asset
Charge is subtracted in determining the value of each Contract at the end of a
Valuation Period. The Asset Charge will be equivalent to 1.25% of the current
value of the Contract on an annual basis, of which MassMutual estimates .45% is
for the assumption of mortality risks and .80% is for the assumption of expense
risks including distribution expense risks. (MassMutual, as the investment
manager of each of the Funds, also receives a quarterly fee from each Fund at
the annual rate of .50% of the first $100,000,000 of the Fund's average daily
net asset value, .45% of the next $200,000,000, .40% of the next $200,000,000
and .35% of any excess over $500,000,000.) For a further explanation of the fees
paid for such services please see the attached Prospectus for the Trust.
Administrative Charge. Each year on the Contract anniversary (or if not a
Valuation Date, on the next Valuation Date), MassMutual deducts an
Administrative Charge of $35 from the Accumulated Value of the Contract to
reimburse it for administrative expenses relating to the issue and maintenance
of the Contract. The Administrative Charge will be deducted from the Divisions
of the Separate Account in the same proportion that the Contract Owner's
interest in each Division bears to the total Accumulated Value of the contract,
and the number of Accumulation Units will be reduced accordingly. The
Administrative Charge is designed only to reimburse MassMutual for such expenses
and MassMutual does not expect to recover from this charge any amount in excess
of accumulated expenses. In any Contract year when a Contract is redeemed for
its full value other than on the Contract anniversary, the amount of the
Administrative Charge will be deducted at the
time of such redemption. This charge will also be assessed when the Contract
matures, or upon the death of the Variable Annuitant prior to the maturity date
if the death benefit paid at that time is the Accumulated Value of the Contract.
The amount of the Administrative Charge may be increased by MassMutual to a
maximum of $50 per year.
Contingent Deferred Sales Charge. Sales charges are not deducted from purchase
payments at the time the payments are made. Instead, the full amount of your
purchase payments (less any premium taxes in those states that impose such a
tax) will be applied to purchase Accumulation Units in one or more Divisions of
a Separate Account. MassMutual does, however, incur sales expenses for
commissions, sales literature, and related costs. A Contingent Deferred Sales
Charge may be imposed upon full or partial redemption of the Contract prior to
maturity and at the maturity date of the Contract if a Fixed Annuity or a lump-
sum payment is elected. If a Variable Monthly Annuity is elected, no Contingent
Deferred Sales Charge will be deducted at the Maturity Date of the Contract.
Where applicable, Contingent Deferred Sales Charges are assessed as a percentage
of the amount redeemed. The percentages vary depending upon two factors:
(1) the cumulative amount of purchase payments made under the Contract at the
time the Accumulation Units being redeemed were purchased; and
(2) the time elapsed between the Contract year in which the Accumulation Units
being redeemed were purchased and the Contract year of their redemption.
Accumulation Units with the lowest applicable sales charge percentages will be
redeemed first.
Generally, Accumulation Units purchased with your first $3,000 of cumulative
purchase payments under the Contract are subject to a charge of 11% of the value
of the Accumulation Units if they are redeemed in the same Contract year in
which they were purchased, declining 1% each Contract year to 0% eleven or more
years after the Contract year in which they were purchased. Accumulation Units
purchased with cumulative purchase payments in excess of $3,000 but not more
than $35,000 are subject to a charge of 5% of the value of the Accumulation
Units if they are redeemed in the same Contract year in which they were
purchased, declining 1% each Contract year to 0% five or more years after the
Contract year in which they were purchased. Accumulation Units purchased with
cumulative purchase payments in excess of $35,000 may be redeemed at any time
without the imposition of any charge.
There are two limits on the Contingent Deferred Sales Charge. First, during each
Contract year, beginning with the fifth Con-
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tract year, 10% of the number of Accumulation Units in each Division on the last
day of the preceding Contract year may be redeemed at any time during the
Contract year without the imposition of any sales charge. This 10% "free
corridor" is non-cumulative in that any unused balance at the end of the
Contract year is not carried over into the following Contract year. Second, the
total sales charges under a Contract will never exceed 8 1/2% of the
cumulative purchase payments made to that time under the Contract.
The Contingent Deferred Sales Charge percentage, if any, applicable to a
particular redemption is illustrated by the table which follows.
<TABLE>
<CAPTION>
Contingent Deferred Sales Charge
Determination of Applicable Percentage
Charge (if any) upon Redemption
Accumulation Units Purchased With
Cumulative Purchase Payments
(1) (2) (3)
<S> <C> <C> <C>
Contract year in which the Excess over
Accumulation Units being First $3,000 Next $32,000 $35,000 of
redeemed were purchased of Payments of Payments Payments
Current Contract Year 11.0%* 5.0% -----------
Previous Year 10.0 4.0
2nd Previous Year.............. 9.0 3.0
3rd Previous Year.............. 8.0 2.0
4th Previous Year.............. 7.0 1.0
5th Previous Year.............. 6.0 ------------
6th Previous Year.............. 5.0
7th Previous Year.............. 4.0
8th Previous Year.............. 3.0 NO CHARGE
9th Previous Year.............. 2.0
10th Previous Year............. 1.0
11th or Earlier Previous Year ------------
</TABLE>
*Percentage of the value of Accumulation Units being redeemed.
Deduction for Premium Taxes. Any applicable premium tax will be deducted when
incurred. Premium taxes imposed by some states and governmental entities
presently range from 0% to 3.5%. Such taxes will be deducted from purchase
payments when received, except when and as permitted by state law MassMutual
postpones the computation and deduction of premium taxes until the surrender,
death, maturity or annuitization date of the Contract, at which time they will
be deducted from the Accumulated Value of the Contract. If no premium tax was
deducted but is subsequently determined due, MassMutual reserves the right to
reduce the Accumulation or Annuity Units under the Contract by the amount of the
tax due.
This charge may increase or decrease to reflect either any change in the tax or
any change of residence. You should notify MassMutual of any change in
residence. Any change in this charge would be effective immediately. MassMutual
does not expect to make a profit from this charge.
Full or partial redemption of a Contract, or the death of the Variable Annuitant
prior to the maturity date of a Contract, may result in a reduction in the
amount of premium tax paid by MassMutual with respect to that Contract. In such
event, in addition to the dollar amount redeemed or the Accumulated Value of the
Contract upon death, MassMutual will make payment of the lesser of: (1) the
amount by which its premium tax is reduced, or (2) the amount previously
deducted from purchase payments for the premium tax.
Waiver of Certain Charges. The Contingent Deferred Sales Charge will not be
assessed against any redemption of Accumulation Units which have been purchased
with proceeds payable in a lump sum prior to or at maturity under: (i) a
variable annuity contract issued by MassMutual which was subject to an initial
sales charge; or (ii) any fixed-dollar life insurance or fixed-dollar annuity
contract issued by MassMutual where such proceeds were not subject to a
surrender charge; or (iii) a variable annuity contract held under the MassMutual
Agent Pension Plan. Furthermore, the annual Administrative Charge will not be
assessed against any Contract purchased with such proceeds if, within six months
of the purchase of a Contract with these proceeds, the purchaser also purchases,
or had purchased, a new Contract and subsequently keeps both Contracts in force.
The Contingent Deferred Sales Charge will, however, be assessed against any
redemption of Accumulation Units which have been purchased with proceeds payable
in a lump sum prior to or at maturity under any fixed-dollar life insurance or
fixed-dollar annuity contracts which have been issued by MassMutual where the
proceeds were subject to a surrender charge. A person considering the
desirability of applying the proceeds of an existing contract to purchase a
Contract should consider whether charges under the Contract are higher than
under their existing contract. The Contingent Deferred Sales Charge will not be
assessed against a redemption of a Contract if the Contract is exchanged to a
Flex Extra variable annuity contract.
Distribution
MML Investors Services, Inc., 1414 Main Street, Springfield, MA 01144-1013
("MMLISI"), a wholly-owned subsidiary of MassMutual, acted as the principal
underwriter of the Contracts. MMLISI is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. The Contracts are no longer of-
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fered for sale to the public. Contract Owners may continue, however, to make
purchase payments under existing Contracts. MMLISI is the current broker-dealer
for the existing contracts.
Miscellaneous Provisions
Termination of Liability. MassMutual's liability under a Contract terminates on
the death of the Variable Annuitant(s) and on the completion of any payments
certain. There is no liability for any proportionate Variable Monthly Annuity
payment from the date of the last payment to the date of death.
Adjustment of Units and Unit Values. MassMutual reserves the right to split or
consolidate the number of Accumulation Units or Annuity Units for any Division
and correspondingly decrease or increase the Accumulation or Annuity Unit Values
for any Division whenever it deems such action to be desirable. Any such
adjustment will have no adverse effect on rights under the Contract.
Periodic Statements. While a Contract is in force prior to the maturity date and
before the death of the Variable Annuitant, MassMutual will furnish to the
Contract Owner at least semi-annually a status report showing, as of a date not
more than 45 days before the date of mailing, the number of Accumulation Units
credited to each Division of the Contract, the corresponding Accumulation Unit
Values and the Accumulated Value of the Contract.
Contract Owner's Voting Rights
As long as a Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, the Contract Owner during the lifetime
of the Variable Annuitant, or the beneficiary after the Variable Annuitant's
death, will be entitled to give instructions as to how the shares of the Funds
held in the Separate Account (or other securities held in lieu of such shares)
deemed attributable to the Contract should be voted at meetings of shareholders
of the Funds or the Trust. Those persons entitled to give voting instructions
will be determined as of the record date for the meeting.
The number of Fund shares held in a Separate Account deemed attributable to a
Contract prior to its maturity date and during the lifetime of the Variable
Annuitant will be determined on the basis of the value of Accumulation Units
credited to the Contract in the corresponding Division of the Separate Account
as of the record date. After the maturity date or after the death of the
Variable Annuitant, the number of Fund shares deemed attributable to the
Contract will be based on the liability for future Variable Monthly Annuity
payments under the Contract as of the record date and thus the voting rights
will decrease as payments are made.
Contract Owners or beneficiaries will receive proxy material and a form with
which voting instructions may be given. Fund shares held by a Separate Account
as to which no effective instructions have been received or which are
attributable to assets transferred from MassMutual's general account will be
voted for or against any proposition in the same proportion as the shares as to
which instructions have been received.
In situations where the Variable Annuitant is not the Contract Owner, the
Variable Annuitant will have the right to instruct the Contract Owner with
respect to the votes attributable to any vested interest he has in the Contract.
MassMutual's obligation in this instance will be to make available to the
Contract Owner copies of the proxy material for distribution to the Variable
Annuitant. Votes representing interests as to which the Contract Owner is not
instructed may, in turn, be voted by the Contract Owner in his discretion.
The Contract Owner is a member of MassMutual and is entitled to vote at all
meetings of the members of MassMutual.
Reservations Of Rights
MassMutual may, at any time, make any change in a Contract to the extent that
such change is required in order to make the Contract conform with any law or
regulation issued by any governmental agency to which MassMutual is subject. If
shares of any Fund should not be available, or, if in the judgment of
MassMutual, investment in shares of a Fund is no longer appropriate in view of
the purposes of a Division of a Separate Account, shares of other series of the
Trust or of other registered, open-end investment companies may be substituted
for such Fund shares. Payments received after a date specified by MassMutual may
be applied to the purchase of shares of another Trust series in lieu of shares
of that Fund. In either event, approval of the Securities and Exchange
Commission must be obtained. MassMutual reserves the right to change the name of
a Separate Account or to add Divisions to a Separate Account for the purpose of
investing in additional investment vehicles.
Federal Tax Status
Introduction
The ultimate effect of federal income taxes on the value of the Contract, on
annuity payments, and on the economic benefit to the Contract Owner, Variable
Annuitant or beneficiary depends on a variety of factors including the type of
retirement plan for which the Contract is purchased and the tax and employment
status of the individual concerned. The discussion contained herein is general
in nature and is not intended as tax advice. Each person concerned should
consult a competent tax adviser for complete information and advice. No attempt
is made to consider any applicable state or other local tax laws. Moreover, the
discussion herein is based upon MassMutual's understanding of current federal
income tax laws as they are currently interpreted. No representation is made
regarding the likelihood of continuation of those current federal income tax
laws or of the current interpretations by the Internal Revenue Service (the
"IRS").
Tax Status of MassMutual
Under existing federal law, no taxes are payable on investment income and
realized capital gains of the Separate Accounts credited to the Contracts.
Accordingly, MassMutual does not intend to make any charge to the Separate
Accounts to provide for company income taxes. MassMutual may, however, make such
a charge in the future if an unanticipated construction
13
<PAGE>
of current law or a change in law results in a company tax liability
attributable to the Separate Accounts.
MassMutual may incur state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not significant. If they increase,
however, charges for such taxes attributable to the Separate Accounts may be
made.
Taxation of Contracts in General
Under Section 817(h) of the Code a Contract (other than one used in a tax-
qualified retirement plan) will not be treated as an annuity contract, and will
be taxed on the annual increase in earnings, if, as of the end of any quarter,
the Funds or the Fund on which the Contract is based are not adequately
diversified in accordance with regulations prescribed by the Treasury
Department. The Funds anticipate complying with the diversification
requirements.
Subject to certain annuity distribution rules (see Annuity Distribution Rules of
Section 72(s)) annuity payments under the Contracts are taxable under Section 72
of the Code. For contributions made after February 28, 1986 a Contract Owner
that is not a natural person will be taxed on the annual increase in earnings of
a Contract unless the Contract Owner holds the Contract as agent for a natural
person. Otherwise, increases in the value of a Contract are not subject to tax
until actually or constructively received.
Amounts received prior to the maturity date from Contracts under non-tax
qualified arrangements (see Taxation of Qualified Plans, IRAs and TSAs for a
discussion of Contracts used in the qualified plan market) are subject to tax to
the extent of any earnings or gains in the Contract; amounts received which are
in excess of such earnings or gains are considered a return of capital.
Similarly, amounts borrowed upon assignment or pledge of the Contract will be
treated as amounts received under the Contract, and will be taxable to the same
extent.
These rules apply to investments made in annuity contracts after August 13,
1982. If the Contract is obtained in a tax-free exchange of contracts under
Section 1035 of the Code, different tax rules may apply. If a distribution prior
to the maturity date of a Contract obtained in such an exchange is entirely
attributable to investments in the surrendered contract prior to August 14,
1982, the distribution will first be considered a return of capital to the
extent of those investments and only the amounts received in excess of those
investments will be regarded as taxable earnings or gains.
Penalty Taxes
In addition to the foregoing tax consequences, certain distributions under the
Contract will be subject to a penalty tax under Code Sections 72(q) (for non-tax
qualified contracts) or 72(t) (for contracts in tax-qualified plans (see
Taxation of Qualified Plans) of 10% of the amount of the distribution that is
includable in gross income. However, the following distributions from non-tax
qualified contracts are not subject to the penalty tax: (1) the withdrawal is
made after the Contract Owner is 59/1//\\2\\ years old; (2) the payment is made
to a beneficiary (or to the estate of a Variable Annuitant) on or after the
death of the Variable Annuitant; (3) the payment is attributable to a Contract
Owner becoming disabled; or (4) payments are made for the lifetime (or life
expectancy) of the Contract Owner or for the joint lifetimes (or joint life
expectancies) of the Contract Owner and the beneficiary.
When monthly Annuity payments commence, they are taxable as ordinary income in
the year of receipt to the extent that they exceed that portion of the
"investment in the Contract" which is allocable to that year. The investment in
the Contract is normally the gross amount of purchase payments made under the
Contract less any amount that was previously received under the Contract but was
not included in gross income. The investment in the Contract would also be
increased by any amount that was previously included in gross income, but was
not received. This amount, divided by the anticipated number of Variable Monthly
Annuity payments, gives the "excludable amount", which is the portion of each
annuity payment considered to be a return of capital and, therefore, not
taxable. For Contracts with a maturity date after December 31, 1986, this
exclusion ratio is modified so that the total amount excluded from payments
actually received is limited to the investments in the Contract. The rules for
determining the excludable amount are contained in Section 72 of the Code and
regulations thereunder and require adjustment when the payment option elected
provides a feature such as payments certain.
Annuity Distribution Rules of Section 72(s)
Annuity distribution requirements are imposed under Section 72(s) of the Code.
MassMutual understands that these requirements do not apply to Contracts issued
to or under Qualified Plans.
Under Section 72(s), a Contract will not be treated as an annuity subject to
Section 72 of the Code, unless it provides for certain required distributions
from and after the date of death of the Owner of the Contract. The Contracts
will be endorsed before issue to provide that annuity payments be made only in
accordance with these distribution requirements, as applicable.
Tax Withholding
Certain tax withholding is imposed on payments that are made under the Contracts
(for Contracts in tax qualified plans see Taxation of Qualified Plans, IRAs and
TSAs). Amounts withheld do not constitute an additional tax, but are fully
creditable on the individual tax return of each payee who is affected by tax
withholding. Furthermore, no payments will be subject to the withholding if (1)
it is reasonable to believe that the payments are not includable in gross
income, or (2) the payee elects not to have withholding apply. The payee may
make such an election either by filing an election form with MassMutual or, in
the case of redemptions, by following procedures that MassMutual has established
to afford payees an opportunity to elect out of withholding. These forms and
procedures will be provided to payees by MassMutual upon a request for payment.
Unless the Payee elects not to have withholding apply (for Contracts in tax
qualified plans see Taxation of Qualified Plan), MassMutual is required to
withhold, for federal income tax purposes, 10% of the taxable portion of any
redemption payment or non-periodic distribution under the Contracts. Periodic
annuity payments under the Contracts are subject to with-
14
<PAGE>
holding at the payee's wage base rate. If the payee of these annuity payments
does not file an appropriate withholding certificate (obtainable from any local
IRS office) with MassMutual, it will be presumed that the payee is married
claiming three exemptions.
Tax Reporting
MassMutual is required to report all taxable payments and distributions to the
IRS and to the payees. Payees will receive reports of taxable payments and
distributions by January 31 of the year following the year of payment.
Taxation of Qualified Plans,
IRAs and TSAs
The tax rules applicable to participants in retirement plans which qualify for
special federal income tax treatment ("Qualified Plans") vary according to the
type of plan and its terms and conditions.
Increases in the value of a Contract are not subject to tax until received by
the employee or his beneficiary. Variable Monthly Annuity payments under
Qualified Plans are taxed as described above (see Taxation of Contracts in
General) except that the "investment in the Contract" under a Qualified Plan is
normally the gross amount of purchase payment made by the employee under the
Contract or made by the employer on the employee's behalf and included in the
employee's taxable income when made.
If the Variable Annuitant receives a distribution which qualifies as a "lump sum
distribution" under the Code, he or she may be eligible for special "5 year
averaging" treatment of the funds received (or "10-year averaging treatment" if
he or she was age 50 or older on January 1, 1986). TSAs and IRAs are not
eligible for the "lump sum distribution" rules.
Certain TSA contributions may not be distributed until age 59 1/2, death,
disability, separation of service or hardship (see Redemption Privilege.)
Distributions from Qualified Plans, IRAs and TSAs may be subject to a 10%
penalty tax on amounts withdrawn before age 59 1/2. However, the following
distributions from Qualified Plans (and TSAs and IRAs except as otherwise noted)
are not subject to the penalty: (1) payments made to a beneficiary (or estate of
an Annuitant) on or after the death of the Annuitant; (2) payments attributable
to an Annuitant becoming disabled; (3) substantially equal periodic payments
made (at least annually) for the lifetime (or life expectancy) of the Annuitant
or for the joint lifetimes (or joint life expectancies) of the Annuitant and the
beneficiary (for Qualified Plans and TSAs, payments can only begin after the
employee separates from service); (4) payment for certain medical expenses (not
applicable to IRAs); (5) payment after age 55 and separation from service (not
applicable to IRAs); and (6) payments to an alternate payee pursuant to a
qualified domestic relations order under Code Section 414(p) (not applicable to
IRAs). Excess retirement accumulations may be subject to a 15% penalty tax.
Excess distributions may be subject to a 15% excise tax.
IRAs are subject to limitations on the amount which may be contributed. The
deductibility of contributions by individuals or their spouses who are active
participants in an employer-maintained pension or profit-sharing plan may be
reduced based on the individual's adjusted gross income. In addition, certain
distributions from Qualified Plans and TSAs may be placed on a tax-deferred
basis into an IRA.
In general, tax law requires that minimum distributions must be made from
qualified plans, TSAs and IRAs beginning at age 70 1/2. To avoid penalty
taxes of 50 percent or more, required distributions, including distributions
which should have been distributed in prior years, should not be rolled over to
IRAs.
Distributions from qualified plans and TSAs are subject to mandatory federal
income tax withholding. MassMutual is required to withhold 20% when a payment
from a qualified plan or TSA is an "eligible rollover distribution" and such
payment is not directly rolled over to another qualified plan, TSA or IRA. In
general, an "eligible rollover distribution" is any taxable distribution other
than: (1) payments for the life (or life expectancy) of the Annuitant or for
joint life (or joint life expectancies) of the Annuitant and the beneficiary;
(2) payments made over a period of ten years or more; and (3) required minimum
distributions (see above). Plan Administrators should be able to tell annuitants
what other payments are not "eligible rollover distributions."
Taxable distributions which are not "eligible rollover distributions" are
subject to the withholding rules for annuities (see Tax Withholding above).
Performance Measures
MassMutual may show the performance under the Contracts in the following ways:
Standardized Average Annual Total Return. MassMutual will show the Standardized
Average Annual Total Return for a Division of the Separate Account which, as
prescribed by the rules of the Securities and Exchange Commission, is the
effective annual compounded rate of return that would have produced the cash
redemption value over the stated period had the performance remained constant
throughout. The Standardized Average Annual Total Return assumes a single $1000
payment made at the beginning of the period and full redemption at the end of
the period. It reflects a deduction for the Contingent Deferred Sales Charge,
the annual administrative charge and all other Fund, Separate Account and
Contract level charges except premium taxes, if any. The annual administrative
charge is apportioned among the Divisions of the Separate Account based upon the
percentages of inforce contracts investing in each of the Divisions.
Additional Performance
Measures
The performance figures discussed below are calculated on the basis of the
historical performance of the Contracts, and are based on the Contracts' actual
Accumulation Unit values.
Percentage Change in Accumulation Unit Values. MassMutual will also show the
percentage change in the value of an Accumulation Unit under the Contracts with
respect to one or more periods. These percentages do not reflect the $35 annual
Administrative Charge, the Contingent Deferred Sales
15
<PAGE>
Charge or premium taxes (if any), which if included would reduce the percentages
reported by MassMutual.
The figures reflect historical results and are not intended to indicate or
predict future performance. For more detailed information see the Statement of
Additional Information.
Yield and Effective Yield. MassMutual may also show yield and effective yield
figures for the Money Market Division of the Separate Account. "Yield" refers to
the income generated by an investment in the Money Market Division over a seven-
day period, which is then "annualized". That is, the amount of income generated
by the investment during that week is assumed to be generated each week over a
52-week period and is shown as a percentage of the investment. The "effective
yield" is calculated similarly but, when annualized, the income earned by an
investment in the Money Market Division is assumed to be re-invested. Therefore
the effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment. These figures do not reflect
the $35 annual administrative charge, the Contingent Deferred Sales Charge or
premium taxes (if any), which if included would reduce the yields reported.
Additional Information
For further information about the Contracts you may obtain a Statement of
Additional Information prepared by MassMutual.
The Table of Contents of this Statement is as follows:
1. General Information and History
2. Service Arrangements and Distribution
3. Contract Value Calculations and Annuity Payments
4. Performance Measures
5. Reports of Independent Accountants and Financial Statements
16
<PAGE>
This Prospectus sets forth the information about Massachusetts Mutual Variable
Annuity Separate Accounts 1 and 2 (the "Separate Accounts") that a prospective
investor ought to know before investing. Certain additional information about
the Separate Accounts is contained in a Statement of Additional Information
dated May 1, 1996 which has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Additional Information
is available upon request and without charge. To obtain such information, return
this request form to the address shown below or telephone (413) 788-8411. The
Table of Contents for the Statement of Additional Information appears on page 16
of this Prospectus.
................................................................................
To: Massachusetts Mutual Life Insurance Company
VA Service Unit, C351
1295 State Street
Springfield, Massachusetts 01111
Please send me a Statement of Additional Information for MassMutual Flex-
Annuity.
Name
------------------------------------------------
Address
------------------------------------------------
City State Zip
------------------------------- ----- --------
Telephone
------------------------------------------------
<PAGE>
FLEX-ANNUITY
- --------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
- --------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 1
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 2
(Registrants)
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus of Massachusetts Mutual Variable Annuity
Separate Accounts 1 and 2 dated May 1, 1996 (the "Prospectus"). The Prospectus
may be obtained from Massachusetts Mutual Life Insurance Company, Variable
Annuity Services C-351, 1295 State Street, Springfield, Massachusetts 01111,
(413) 788-8411.
Dated May 1, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
General Information and History ........................................... 1
Service Arrangements and Distribution ..................................... 5
Contract Value Calculations and Annuity Payments .......................... 7
Performance Measures ...................................................... 13
Reports of Independent
Accountants and Financial
Statements ...................................................... Final Pages
</TABLE>
<PAGE>
GENERAL INFORMATION AND HISTORY
MassMutual
----------
Massachusetts Mutual Life Insurance Company ("MassMutual") is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. Its Home Office is located in Springfield, Massachusetts.
MassMutual is registered as an investment adviser under the Investment Advisers
Act of 1940. MassMutual serves as investment adviser for the MML Series
Investment Fund which is comprised of: MML Money Market Fund, MML Managed Bond
Fund, MML Blend Fund and MML Equity Fund (collectively the MML "Funds").
MassMutual has entered into sub-advisery agreements with Concert Capital
Management, Inc. ("Concert Capital"), a wholly-owned subsidiary of MassMutual.
These agreements provide that Concert Capital manages the investment and
reinvestment of the assets of the MML Equity Fund and the assets of the Equity
Sector of the MML Blend Fund. Both MassMutual and Concert Capital are registered
as investment advisers under the Investment Advisers Act of 1940.
The Separate Accounts
---------------------
Massachusetts Mutual Variable Annuity Separate Account 1 ("Separate Account 1")
was established as a separate investment account of MassMutual on April 8, 1981
in accordance with the provisions of Chapter 175 of the Massachusetts General
Laws. Massachusetts Mutual Variable Annuity Separate Account 2 ("Separate
Account 2") was established as a separate investment account of MassMutual on
October 14, 1981 in accordance with the provisions of Chapter 175 of the
Massachusetts General Laws. Each Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940. A unit investment
trust is a type of investment company which invests its assets in the shares of
one or more management investment companies rather than directly in its own
portfolio of investment securities. Registration under the Investment Company
Act of 1940 does not involve supervision of the management or investment
practices or policies of the Separate
1
<PAGE>
Accounts or of MassMutual. Under Massachusetts law, however, both MassMutual and
each Separate Account are subject to regulation by the Division of Insurance of
the Commonwealth of Massachusetts.
Each Separate Account is divided into four Divisions. The Equity Division
invests in shares of MML Equity Fund, the Money Market Division invests in
shares of MML Money Market Fund, the Managed Bond Division invests in shares of
MML Managed Bond Fund and the Blend Division invests in shares of MML Blend
Fund. The value of both Accumulation Units (see "The Accumulation (Pay-In)
Period" section) and Annuity Units (see "The Annuity (Pay Out) Period" section)
in each Division reflects the investment results of its underlying Fund. Each
Fund is a series of MML Series Investment Fund (the "Trust").
Although the assets of each Separate Account are assets of MassMutual, assets of
each Separate Account equal to the reserves and other Flex-Annuity Contract
liabilities which depend on the investment performance of the Separate Account
are not chargeable with liabilities arising out of any other business MassMutual
may conduct. The income and capital gains and losses, realized or unrealized,
of each Division of a Separate Account are credited to or charged against such
Division without regard to the income and capital gains and losses of the other
Divisions or other accounts of MassMutual. All obligations arising under the
Flex-Annuity Contracts (the "Contracts"), however, are general corporate
obligations of MassMutual.
The Trust
---------
The Trust is a no-load, open-end, diversified management investment company
consisting of four separate series of shares--MML Equity Fund, MML Money Market
Fund, MML Managed Bond Fund, and MML Blend Fund (the "Funds") each of which has
its own investment objectives and policies. MassMutual organized the Trust for
the purpose of providing a vehicle for the investment of assets held in various
separate investment accounts, including the Separate Accounts, established by
MassMutual or life insurance company subsidiaries of MassMutual. A Separate
Account purchases and redeems shares of the Funds at their net asset value next
determined after receipt of the purchase order or redemption request without the
imposition of any sales or redemption charge. Distributions made on the shares
of each Fund held by a Division of a Separate Account are immediately
2
<PAGE>
reinvested in shares of the Fund at net asset value, which shares are added to
the assets of the appropriate Division of the Separate Account. MassMutual
serves as investment manager of each of the Funds pursuant to separate
investment management agreements executed by MassMutual and each Fund. Concert
Capital manages the investment and reinvestment of the assets of the MML Equity
Fund and the Equity Sector of the MML Blend Fund. The Trust's prospectus and
Statement of Additional Information contains a description of the Funds, their
investment objectives, policies and restrictions, their expenses, the risks
attendant therein, and aspects of their operation.
Possible Conflicts
------------------
Assets of Massachusetts Mutual Variable Life Separate Accounts I and II,
registered separate investment accounts of MassMutual, and MML Bay State
Variable Life Separate Account I, a registered separate investment account of
MML Bay State Life Insurance Company ("MML Bay State"), a Missouri corporation
and a wholly-owned subsidiary of MassMutual, are invested in the MML Funds.
Because Separate Account 1, Separate Account 2, Massachusetts Mutual Variable
Annuity Separate Account 3 and MML Bay State Variable Annuity Separate Account 1
are also invested in the MML Funds, it is possible that material conflicts could
arise between owners of the Contracts and owners of variable life insurance
policies funded by the separate accounts listed above. Possible conflicts could
arise if: (i) state insurance regulators should disapprove or require changes in
investment policies, investment advisers or principal underwriters, or if
MassMutual or MML Bay State should be permitted to act contrary to actions
approved by holders of the variable life insurance policies under rules of the
Securities and Exchange Commission ("SEC"); (ii) adverse tax treatment of the
Contracts or the variable life
3
<PAGE>
insurance policies would result from utilizing the same Funds; (iii) different
investment strategies would be more suitable for the Contracts than for the
variable life insurance policies; or (iv) state insurance laws or regulations or
other applicable laws would prohibit the funding of variable annuity separate
accounts and variable life separate accounts by the same MML Funds. The Board of
Trustees of the Trust will follow monitoring procedures which have been
developed to determine whether material conflicts have arisen. Such Board will
have a majority of Trustees who are not interested persons of the Trust or
MassMutual and determinations whether or not a material conflict exists will be
made by a majority of such disinterested Trustees. If a material irreconcilable
conflict exists, MassMutual and MML Bay State will take such action at their own
expense as may be required to cause Massachusetts Mutual Variable Life Separate
Accounts I and II, MML Bay State Variable Life Separate Account I, to be
invested solely in shares of mutual funds which offer their shares exclusively
to variable life insurance separate accounts unless, in certain cases, the
holders of both the variable life insurance policies and the variable annuity
contracts vote not to effect such segregation.
Assignment of Contract
----------------------
MassMutual will not be charged with notice of any assignment of a Contract or of
the interest of any beneficiary or of any other person unless the assignment is
in writing and the original or a true copy thereof is received at its Home
Office. MassMutual assumes no responsibility for the validity of any
assignment.
While the Contracts are generally assignable, all non-tax qualified (Separate
Account 2) Contracts must carry a non-transferability endorsement which
precludes their assignment. For qualified (Separate Account 1) Contracts, the
following exceptions and provisions should be noted:
(1) No person entitled to receive annuity payments under a Contract or part
or all of the Contract's value will be permitted to commute, anticipate,
encumber, alienate or assign such amounts, except upon the written authority of
the Contract Owner given during the Variable Annuitant's lifetime and received
in good order by MassMutual at its Home Office. To the extent permitted by law,
no Contract nor any proceeds or interest payable thereunder will be subject to
the Variable Annuitant's or any other person's debts, contracts or engagements,
nor to any levy or attachment for payment thereof;
4
<PAGE>
(2) If an assignment of a Contract is in effect on the maturity date,
MassMutual reserves the right to pay to the assignee in one sum the amount of
the Contract's maturity value to which he is entitled, and to pay any balance of
such value in one sum to the Contract Owner, regardless of any payment options
which the Contract Owner may have elected. Moreover, if an assignment of a
Contract is in effect at the death of the Variable Annuitant prior to the
maturity date, MassMutual will pay to the assignee in one sum, to the extent
that he is entitled, the greater of (a) the total of all purchase payments, less
the net amount of all partial redemptions, and (b) the Accumulated Value of the
Contract less the Administrative Charge, and any balance of such value will be
paid to the beneficiary in one sum or applied under one or more of the payment
options elected;
(3) Contracts used in connection with a tax-qualified retirement plan must
be endorsed to provide that they may not be sold, assigned or pledged for any
purpose unless they are owned by the trustee of a trust described in Section
401(a) or by the administrator of an annuity plan described under Section 403(a)
of the Code;
(4) Contracts used in connection with annuity purchase plans adopted by
public school systems and certain tax-exempt
organizations pursuant to Section 403(b) of the Code ("tax-sheltered annuities"
or "TSAs") must be endorsed to provide that they are non-transferable;
(5) Contracts issued under a plan for an Individual Retirement Annuity
pursuant to Section 408 of the Code must be endorsed to provide that they are
non-transferable. Such Contracts may not be sold, assigned, discounted, or
pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose by the Variable Annuitant to any person or
party other than MassMutual, except to a former spouse of the Annuitant in
accordance with the terms of a divorce decree of other written instrument
incident to a divorce.
Assignments for value may be subject to federal income tax.
RESTRICTIONS ON REDEMPTION
Redemptions of TSAs may be restricted as required by Section
5
<PAGE>
403(b)(11) of the Internal Revenue Code (see, "Tax-Sheltered Annuity Redemption
Restrictions" in the prospectus for details). In restricting any such
redemption, MassMutual relies on the relief from sections 22(e), 27(c) and 27(d)
of the Investment Company Act of 1940 granted in American Council of Life
Insurance [1988 Transfer Binder] Fed. Sec. L. Rep (CCH) 78,904 (November 22,
1988) (the "No Action Letter"). In relying on such relief, MassMutual hereby
represents that it complies with the provisions of paragraphs (1)-(4) as set
forth in the No Action Letter.
SERVICE ARRANGEMENTS AND DISTRIBUTION
Custodian of Assets of the Funds
--------------------------------
Citibank N.A., with its home office located at 111 Wall Street, New York, New
York 10005, acts as custodian for each of the Funds. The Custodian's
responsibilities include safeguarding and controlling the Funds' cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Funds' investments.
Independent Accountants
-----------------------
The financial statements of the Separate Accounts and the supplemental financial
statements of MassMutual included in this Statement of Additional Information
have been included herein in reliance on the reports of Coopers & Lybrand
L.L.P., Springfield, Massachusetts 01101, independent accountants, given on the
authority of that firm as experts in accounting and auditing. Coopers &
Lybrand's report on the supplemental financial statements of MassMutual includes
explanatory paragraphs relating to the retroactive effect of the merger of
MassMutual and Connecticut Mutual Life Insurance Company, and the pending sale
of a wholly-owned insurance subsidiary.
Distribution and Administration
-------------------------------
Under a Servicing Agreement between MML Investors Services, Inc. ("MMLISI"), a
wholly-owned subsidiary of MassMutual, and the Separate Accounts, MMLISI agreed
to act as principal underwriter for each Separate Account and each Separate
Account agreed that MMLISI would be its exclusive principal underwriter.
Under the Servicing Agreement, MMLISI receives compensation for its activities
as principal underwriter. In 1995, such compensation was $307,636.
Under Administration Agreements, MassMutual has agreed to provide, or provide
for, and assume: (1) all services and expenses required for the administration
of those Contracts which depend in whole or in part on the investment
performance of the Separate Accounts; and (2) all services and expenses required
for the administration of the Separate Accounts other than the services and
expenses referred
6
<PAGE>
to in (1). MassMutual also has agreed to provide, or provide for, and assume all
services and expenses required for the Separate Accounts' management-related
services. MassMutual receives no compensation for such services apart from the
various charges against the Contract described in the Prospectus.
7
<PAGE>
These Servicing and Administrative Agreements may be terminated by the parties
without the payment of any penalty upon thirty days' written notice. The
agreements immediately terminate in the event of their assignment (within the
meaning of the Investment Company Act of 1940). The agreements may be amended
at any time by the mutual consent of the parties. The Contract Owner will not
receive notice with respect of changes in the agreement.
As of March 31, 1988, the Contracts are no longer offered for sale. Purchase
payments will, however, continue to be accepted under the Contracts.
Purchase of Securities Being Offered
------------------------------------
Interests in the Separate Account are sold to contractholders as accumulation
units. Charges associated with such securities are discussed in the Contract
Charges section of the prospectus.
CONTRACT VALUE CALCULATIONS AND ANNUITY PAYMENTS
The Accumulation (Pay-In) Period
--------------------------------
Valuation Date, Valuation Time and Valuation Period
---------------------------------------------------
Each day on which the net asset value of the shares of any of the Funds is
determined is a "Valuation Date." The value of shares of the Funds held in each
Separate Account is determined as of the "Valuation Time," which is the time of
the close of trading on the New York Stock Exchange (currently 4:00 p.m. New
York time) on a Valuation Date. A "Valuation Period" is the period, consisting
of one or more days, from one Valuation Time to the next succeeding Valuation
Time.
Accumulation Unit Value
-----------------------
The value of an Accumulation Unit (the "Accumulation Unit Value") for each
Division will vary from Valuation Date to Valuation Date. The initial
Accumulation Unit Value for each Division was set at $1.00000000. The
Accumulation Unit Value for each Division on any date thereafter is equal to the
product of the "Net Investment Factor" for that Division (as defined below) for
the Valuation Period which includes such date and the Accumulation Unit Value
for that Division on the preceding Valuation Date.
8
<PAGE>
Purchase of Accumulation Units in a Division
--------------------------------------------
of a Separate Account
---------------------
You may allocate purchase payments among the four investment Divisions of the
Separate Account. At the end of each Valuation Period MassMutual will apply
your purchase payment (after deducting any applicable premium taxes) to purchase
Accumulation Units of the designated Division(s). These Accumulation Units will
be used in determining the value of amounts in the Separate Account credited to
the Contract on or prior to the maturity date and the amount of annuity benefits
at maturity. The value of the Accumulation Units in each Division will vary
with and will reflect the investment performance and expenses of that Division
(which in turn will reflect the investment performance of the Fund in which the
assets of the Division are invested), any applicable taxes and the applicable
Asset Charge.
The Accumulation Unit Value is determined as of the Valuation Time. Provided
that the Contract application is complete, Accumulation Units are purchased at
their Accumulation Unit Value on the date a purchase payment is received in good
order by MassMutual in the mail or by wire transfer at the Home Office or a
designated bank lock box. If the date of receipt is not a Valuation Date, or if
the purchase payment is received after the Valuation Time or other than by mail
or wire transfer, the value of the Accumulation Units purchased will be
determined as of the next Valuation Time following the date the payment is
received. If a purchase payment is not applied to purchase Accumulation Units
within five business days after receipt (due to incomplete or ambiguous
instructions, for example) the payment will be refunded unless specific consent
to retain the payment for a longer period is obtained from the prospective
purchaser.
Net Investment Factor
---------------------
The Net Investment Factor for each Division for any Valuation Period is equal to
the sum of the Gross Investment Rate for that Division (as defined below) for
the Valuation Period and 1.00000000, decreased by the applicable Asset Charge.
The Net Investment Factor may be greater than or less than 1.00000000.
Gross Investment Rate
---------------------
The Gross Investment Rate for each Division of a Separate Account is equal to
the net earnings of that Division during the Valuation
9
<PAGE>
Period, divided by the value of the net assets of that Division at the beginning
of the Valuation Period. The net earnings of each Division are equal to the
accrued investment income and capital gains and losses (realized and unrealized)
of that Division and an adjustment for taxes paid or provided for. The Gross
Investment Rate will be determined in accordance with generally accepted
accounting principles and applicable laws, rules and regulations. The Gross
Investment Rate may be positive or negative.
The policy of each Separate Account is to take dividends and capital gain
distributions on shares of the Funds held by each Separate Account in additional
shares and not in cash.
See the "General Formulas" section below Unit for any for the general formulas
----------------
used to compute the value of an Accumulation Division of a Separate Account, and
for a hypothetical illustration using such formulas.
The Annuity (Pay-Out) Period
----------------------------
When your Contract approaches its maturity date, you may choose to have the
Accumulated Value of the Contract provide you at maturity with either Fixed
Annuity payments (referred to as the "Fixed Income Option" in your Contract),
Variable Monthly Annuity payments (referred to as the "Variable Income Option"
in your Contract), or a combination of the two. You also may elect to receive
the Accumulated Value in one lump sum. If you elect a Fixed Annuity or a lump
sum payment, a contingent deferred Sales Charge (as described in the Prospectus)
may be deducted from the Accumulated Value of your Contract at maturity. If,
however, you elect a Variable Monthly Annuity, no contingent deferred Sales
Charge will be deducted from the Accumulated Value of your Contract. Variable
Monthly Annuity payments may be received under several different payment
options. If you have made no election within a reasonable time after the
maturity date, the Contract will provide you with the automatic payment of a
Variable Monthly Annuity under a life income option with payments guaranteed for
10 years.
Fixed Annuity
-------------
If you select a Fixed Annuity, then each annuity payment will be for a fixed-
dollar amount and will not vary with or reflect the investment performance of a
Separate Account or its Divisions. For further information regarding the type
of annuity benefit and the payment options available thereunder, you should
refer to the
10
<PAGE>
Contracts.
Variable Monthly Annuity
------------------------
If you select a Variable Monthly Annuity, then each annuity payment will be
based upon the value of the Annuity Units. This value will vary with and
reflect the investment performance of each Division to which Annuity Units are
credited. The number of Annuity Units will not vary, but will remain fixed
during the annuity period unless a joint and survivor payment option with
reduced survivor income is elected. Variable Monthly Annuity payments will be
made by withdrawal of assets from the Separate Account.
Annuity Units and Monthly Payments
----------------------------------
The number of Annuity Units in each Division to be credited to a Contract is
determined in the following manner. First, the value attributable to each
Division of the Contract is determined by multiplying the number of Accumulation
Units credited to a Division on the maturity date of the Contract by the
Accumulation Unit value of that Division on the Payment Calculation Date for the
first Variable Monthly Annuity payment. Such value is then multiplied by the
purchase rate (as defined below) to determine the amount of the first Variable
Monthly Annuity payment attributable to each Division. Finally, the amount of
the first Variable Monthly Annuity payment attributable to each Division is
divided by the Annuity Unit Value for that Division on the Payment Calculation
Date for such payment to determine the number of Annuity Units for that
Division.
The dollar amount of each Variable Monthly Annuity payment (other than the first
payment under a Contract) is equal to the sum of the products obtained by
multiplying the number of Annuity Units in each Division credited to the
Contract by their value (the "Annuity Unit Value") on the Payment Calculation
Date.
Purchase Rate
-------------
The purchase rate for each Division is the amount of Variable Monthly Annuity
payment purchased by $1,000 of Accumulated Value at maturity date applied to
that Division. The purchase rates which will be applied will be those specified
in the Contract or those in use by MassMutual when the first Variable Monthly
Annuity payment is due, whichever provides the higher income. The purchase rate
will differ according to the payment option which you elect and
11
<PAGE>
takes into account the age and year of birth of the Variable Annuitant or
Annuitants. The sex of the Annuitant or Annuitants will also be considered
unless the Contract is issued on a unisex basis, including cases issued in
connection with an employer-sponsored plan covered by the United States Supreme
Court case of Arizona Governing Committee v. Norris.
-------------------------------------
Assumed Investment Rates
------------------------
The Assumed Investment Rate for each Division will be 4% per annum unless a
lower rate is required by state law.
The Assumed Investment Rate will affect the amount by which Variable Monthly
Annuity payments will vary from month to month. If the actual net investment
performance for a Separate Account Division for the period between the date any
Variable Monthly Annuity payment is determined and the date the next Variable
Monthly Annuity payment is determined is equivalent on an annual basis to an
investment return at the Assumed Investment Rate, then the amount of the next
payment attributable to that Division will be equal to the amount of the last
payment. If such net investment performance for a Division is equivalent to an
investment return greater than the Assumed Investment Rate, the next payment
attributable to that Division will be larger than the last; if such net
investment performance for a Division is equivalent to a return smaller than the
Assumed Investment Rate, then the next payment attributable to that Division
will be smaller than the last.
Annuity Unit Value
------------------
The Annuity Unit Value for a Division depends on the Assumed Investment Rate and
on the Net Investment Factor for that Division. The initial Annuity Unit Value
for each Division was set at $1.00000000. An Annuity Unit Value for a Division
on any date thereafter is equal to the Net Investment Factor for the Valuation
Period which includes such date divided by the sum of 1.00000000 plus the rate
of interest for the number of days in such Valuation Period at an effective
annual rate equal to the Assumed Investment Rate, and multiplied by the Annuity
Unit Value for the Division on the preceding Valuation Date.
General Formulas
----------------
General Formulas to Determine Accumulation Unit Value and
---------------------------------------------------------
Annuity Unit Value for any Division of a Separate Account.
----------------------------------------------------------
12
<PAGE>
Gross Investment = Net Earnings during Valuation Period
Rate ----------------------------------------------------
Value of Net Assets at beginning of Valuation Period
Net Investment = Gross Investment Rate + 1.00000000 - Asset Charge
Factor
Accumulation = Accumulation Unit Value on Preceding Valuation Date X Net
Unit Value Investment Factor
Annuity Unit = Annuity Unit Value on Preceding Valuation
Value Date X Net Investment Factor
----------------------------------------------------
1.00000000 plus rate of interest for number of days in
current Valuation Period at Assumed Investment Rate
Illustration of Computation of Accumulation
-------------------------------------------
and Annuity Unit Value Using Hypothetical Example
-------------------------------------------------
The above computations may be illustrated by the following hypothetical example:
Assume that the net earnings of the Division for the Valuation Period were
$11,760; that the value of net assets at the beginning of the Valuation Period
was $30,000,000; that the Asset Charge was .00003425 per day; that the values of
an Accumulation Unit and an Annuity Unit in the Division of the Separate Account
on the preceding Valuation Date were $1.13500000 and $1.06700000, respectively;
that the corresponding Assumed Investment Rate was 4% and that the Valuation
Period was one day.
The Gross Investment Rate for the Valuation Period would be .00039200 ($11,760
divided by $30,000,000). The Net Investment Factor would be 1.00035775
(.00039200 plus 1.00000000 minus .00003425). The new Accumulation Unit Value
would be $1.13540605 ($1.13500000 x 1.00035775). At an effective annual rate of
4%, the rate of interest for one day is .00010746, and the new Annuity Unit
Value would be $1.06726703 ($1.06700000 x 1.00035775 divided by 1.00010746).
General Formulas to Determine Variable Monthly Annuity
------------------------------------------------------
Payments and Number of Annuity Units for Any
--------------------------------------------
Division of a Separate Account
------------------------------
First Variable Accumulation Units Applied X Accumulation
Monthly Annuity = Unit Value on Payment Calculation Date for
13
<PAGE>
Payment First Variable Monthly Annuity Payment X Purchase Rate
Number of First Variable Monthly Annuity Payment
Annuity Units -------------------------------------------------------
= Annuity Unit Value on Payment Calculation
Date for First Variable Monthly Annuity
Payment
Amount of
Subsequent Variable
Monthly Annuity = Number of Annuity Units X Annuity Unit Value on the
Payments Applicable Payment Calculation Date
Illustration of Computation of Variable Monthly Annuity
-------------------------------------------------------
Payments for a Contract Using Hypothetical Example
--------------------------------------------------
The above computations may be illustrated by the following hypothetical example:
Assume that 35,000 Accumulation Units in a Division of a Separate Account were
to be applied; that the purchase rate for the Assumed Investment Rate and
payment option elected was $5.65 per $1,000; that the Accumulation Unit Value of
such Division on the Payment Calculation Date for the first Variable Monthly
Annuity payment was $1.35000000; and that the Annuity Unit Value of such
Division on the Payment Calculation Date for the first Variable Monthly Annuity
payment was $1.20000000 and for the second Variable Monthly Annuity payment was
$1.20050000.
The first Variable Monthly Annuity payment would be $266.96 (35,000 x 1.35000000
x .00565). The number of Annuity Units of such Division credited would be
222.467 ($266.96 divided by $1.20000000). The amount of the second Variable
Monthly Annuity payment would be $267.07 (222.467 x $1.20050000). If the
Contract has Annuity Units credited in more than one Division of a Separate
Account, the above computation would be made for each Division and the Variable
Monthly Annuity Payment would be equal to the sum thereof.
PERFORMANCE MEASURES
MassMutual may show the performance for the Division of the Separate Accounts in
the following ways.
Standardized Average Annual Total Return
----------------------------------------
MassMutual will show the "Standardized Average Annual Total
14
<PAGE>
Return," formulated as prescribed by the rules of the SEC, for each Division of
the Separate Account. The Standardized Average Annual Total Return is the
effective annual compounded rate of return that would have produced the cash
redemption value over the stated period had the performance remained constant
throughout. The calculation assumes a single $1,000 payment made at the
beginning of the period and full redemption at the end of the period. It
reflects a deduction for the contingent deferred Sales Charge and all other Fund
and Contract level charges except premium taxes, if any.
The following tables show the Standardized Average Annual Total Return for the
Divisions of the Separate Accounts for the periods ended December 31, 1995:
Separate Account 1 - Flex-Annuity
(Tax-Qualified Contracts)
<TABLE>
<CAPTION>
1-Year 5-Year 10-Year
------ ------ -------
<S> <C> <C> <C>
Equity Division 20.12% 12.51% 11.70%
Money Market Division (4.53) 1.60 4.29
Managed Bond Division 8.84 7.08 7.78
Blend Division 11.40 9.36 9.65
</TABLE>
Separate Account 2 - Flex-Annuity
(Non-Tax-Qualified Contracts)
<TABLE>
<CAPTION>
1-Year 5-Year 10-Year
------ ------ -------
<S> <C> <C> <C>
Equity Division 20.19% 12.57% 11.73%
Money Market Division (4.57) 1.57 4.26
Managed Bond Division 8.81 7.05 7.78
Blend Division 11.40 9.36 9.64
</TABLE>
Additional Performance Measures
-------------------------------
Percentage Change in Accumulation Unit Values. MassMutual may also show the
- ---------------------------------------------
percentage change in the value of an Accumulation Unit for a Division of the
Separate Account with respect to one or more periods. These percentages do not
reflect the $35 annual Administrative Charge or the Contingent Deferred Sales
Charge, which if included would reduce the percentages reported by MassMutual.
15
<PAGE>
The following tables show the Percentage Change in Accumulation Unit Values
for the Divisions of the Separate Accounts for the periods ended December 31,
1995:
Percentage Change in Accumulation Unit Values
---------------------------------------------
Separate Account 1 - Flex-Annuity
(Tax-Qualified Contracts)
<TABLE>
<CAPTION>
1-Year 5-Year 10-Year
------ ------ -------
<S> <C> <C> <C>
Equity Division 29.57% 95.05% 220.71%
Money Market Division 4.28 16.13 57.06
Managed Bond Division 17.69 50.88 118.19
Blend Division 21.79 76.73 182.15
</TABLE>
Separate Account 2 - Flex-Annuity
(Non-Tax Qualified Contracts)
<TABLE>
<CAPTION>
1-Year 5-Year 10-Year
------ ------ -------
<S> <C> <C> <C>
Equity Division 29.57% 95.06% 220.50%
Money Market Division 4.28 16.13 57.06
Managed Bond Division 17.69 50.88 118.67
Blend Division 21.79 76.72 181.91
</TABLE>
Yield and Effective Yield
-------------------------
MassMutual may also show yield and effective yield figures for the Money Market
Division of the Separate Account. "Yield" refers to the income generated by an
investment in the Money Market Division over a seven-day period, which is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective" yield is calculated
similarly but, when annualized, the income earned by an investment in the Money
Market Division is assumed to be re-invested. Therefore the effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
These figures reflect a deduction for all Fund and Contract level charges,
assuming the Contract remains in force. The figures do not reflect the $35
annual administrative charge or the Contingent Deferred Sales Charge or premium
tax deductions (if any), which if
16
<PAGE>
included would reduce the yields reported.
The following tables show the 7-day Yield and Effective Yield for the Money
Market Division of the Separate Accounts for the periods ended December 31,
1995:
<TABLE>
<CAPTION>
7-Day Yield:
- -----------
<S> <C>
Separate Account 1 - Flex-Annuity
(Tax-Qualified Contracts)......................................... 3.99%
Separate Account 2 - Flex-Annuity
(Non-Tax Qualified Contracts)..................................... 3.99%
<CAPTION>
7-Day Effective Yield:
- ---------------------
<S> <C>
Separate Account 1 - Flex-Annuity
(Tax-Qualified Contracts).......................................... 4.07%
Separate Account 2 - Flex-Annuity
(Non-Tax-Qualified Contracts)...................................... 4.07%
</TABLE>
Both of the additional performance measures described above reflect historical
results of the Funds and are not intended to indicate or to predict future
performance.
17
<PAGE>
Report Of Independent Accountants
To the Contract Owners of Massachusetts Mutual Variable Annuity Separate
Account 1 and the Board of Directors of Massachusetts Mutual Life Insurance
Company
We have audited the statement of assets and liabilities of the MML Equity
Division, MML Money Market Division, MML Managed Bond Division and MML Blend
Division of the Variable Annuity Fund 4 and Flex-Annuity IV (Qualified) segments
of Massachusetts Mutual Variable Annuity Separate Account 1 as of December 31,
1995, and the related statement of operations for the year then ended, and the
statement of changes in net assets for each of the two years in the period then
ended. 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 in accordance with generally accepted auditing
standards. Those standards 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 a basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included verification of investments owned as of December 31, 1995 by
examination of the records of MML Series Investment Fund. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the MML Equity Division, MML
Money Market Division, MML Managed Bond Division and MML Blend Division of the
Variable Annuity Fund 4 and Flex-Annuity IV (Qualified) segments of
Massachusetts Mutual Variable Annuity Separate Account 1 at December 31, 1995,
the results of their operations for the year then ended, and the changes in
their net assets for each of the two years in the period then ended, in
conformity with generally accepted accounting principles.
Also, in our opinion, based upon these audits and our previous audits, made in
accordance with generally accepted auditing standards, of the financial
statements of MML Equity Division, MML Money Market Division, MML Managed Bond
Division and MML Blend Division of the Fund 4 and Flex-Annuity IV (Qualified)
segments of Massachusetts Mutual Variable Annuity Separate Account 1 for each
respective period indicated thereon, and upon which we expressed an unqualified
opinion, the financial information under the caption "Flex-Annuity Condensed
Financial Information" for each date appearing in the Prospectus, is fairly
stated in all material respects in relation to the financial statements from
which it has been derived.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 6, 1996
1
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 1
Variable Annuity Fund 4 and Flex-Annuity IV (Qualified)
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investment in the MML Series Investment Fund
Number of shares (Note 2).................................. 4,184,206 13,509,975 1,332,124 11,440,628
============== =============== =============== ===============
Identified cost (Note 3B).................................. $ 74,183,418 $ 13,509,975 $ 15,897,287 $ 183,234,379
============== =============== =============== ===============
Value (Note 3A)............................................ $ 108,470,945 $ 13,509,975 $ 16,582,536 $ 234,749,945
Dividends receivable........................................ 4,115,304 61,177 256,660 6,948,052
Receivable for accumulation units sold...................... 11,954 10,718 1,347 597,761
Receivable from Massachusetts Mutual Life
Insurance Company.......................................... 4,842 -- -- --
Divisional transfers pending settlement..................... (18,845) 15,024 9,775 (5,954)
Other assets................................................ 1,008 423 133 1,525
-------------- --------------- --------------- ---------------
Total assets.............................................. 112,585,208 13,597,317 16,850,451 242,291,329
-------------- --------------- --------------- ---------------
LIABILITIES
Redemptions pending settlement.............................. -- -- -- 34,568
Annuitant mortality fluctuation reserve (Note 3D)........... 7,833 2,797 3,670 7,773
Payable to Massachusetts Mutual Life Insurance Company...... 21,630 4,699 2,949 28,165
-------------- --------------- --------------- ---------------
Total liabilities........................................ 29,463 7,496 6,619 70,506
-------------- --------------- --------------- ---------------
NET ASSETS.................................................. $ 112,555,745 $ 13,589,821 $ 16,843,832 $ 242,220,823
============== =============== =============== ===============
Net Assets consist of:
Accumulation units -- value................................. $ 112,294,653 $ 13,496,610 $ 16,721,499 $ 241,961,730
Annuity reserves (Note 3E).................................. 261,092 93,211 122,333 259,093
-------------- --------------- --------------- ---------------
Net assets............................................... $ 112,555,745 $ 13,589,821 $ 16,843,832 $ 242,220,823
============== =============== =============== ===============
Contractowners accumulation units (Note 7).................. 16,754,711 6,444,698 4,957,706 64,949,027
============== =============== =============== ===============
NET ASSET VALUE PER ACCUMULATION UNIT
Variable-Annuity Fund 4 Contracts (Note 5)
December 31, 1995........................................... $ 7.12 $ 2.34 $ 3.84 $ 3.95
December 31, 1994........................................... 5.47 2.24 3.24 3.23
December 31, 1993........................................... 5.29 2.17 3.39 3.17
December 31, 1992........................................... 4.87 2.13 3.06 2.91
December 31, 1991........................................... 4.44 2.07 2.87 2.68
Flex-Annuity IV Contracts (Note 5)
December 31, 1995........................................... $ 6.66 $ 2.04 $ 3.30 $ 3.71
December 31, 1994........................................... 5.14 1.95 2.80 3.05
December 31, 1993........................................... 5.00 1.90 2.95 3.01
December 31, 1992........................................... 4.62 1.88 2.67 2.78
December 31, 1991........................................... 4.24 1.84 2.52 2.57
</TABLE>
See Notes to Financial Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 1
Variable Annuity Fund 4 and Flex-Annuity IV (Qualified)
STATEMENT OF OPERATIONS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)....................................... $ 4,118,923 $ 839,622 $ 1,084,477 $ 14,226,793
Expenses
Mortality and expense risk fees (Note 4).................. 1,237,747 175,802 197,174 2,878,812
-------------- -------------- -------------- --------------
Net investment income (Note 3C)........................... 2,881,176 663,820 887,303 11,347,981
-------------- -------------- -------------- --------------
Net realized and unrealized gain on investments
Net realized gain on investments (Notes 3B, 3C and 6)..... 3,658,747 -- 193,944 9,840,151
Net change in unrealized appreciation/depreciation
of investments........................................... 20,094,519 -- 1,684,631 25,406,451
-------------- -------------- -------------- --------------
Net gain on investments................................... 23,753,266 -- 1,878,575 35,246,602
-------------- -------------- -------------- --------------
Net increase in net assets resulting from operations...... $ 26,634,442 $ 663,820 $ 2,765,878 $ 46,594,583
============== ============== ============== ==============
</TABLE>
See Notes to Financial Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 1
Variable Annuity Fund 4 and Flex-Annuity IV (Qualified)
STATEMENT OF CHANGES IN NET ASSETS
For The Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (decrease)
in net assets
Operations:
Net investment income...................................... $ 2,881,176 $ 663,820 $ 887,303 $ 11,347,981
Net realized gain on investments........................... 3,658,747 -- 193,944 9,840,151
Net change in unrealized
appreciation/depreciation of investments.................. 20,094,519 -- 1,684,631 25,406,451
-------------- -------------- -------------- --------------
Net increase (decrease) in net assets
resulting from operations................................. 26,634,442 663,820 2,765,878 46,594,583
-------------- -------------- -------------- --------------
Capital transactions: (Note 7)
Net contract payments (Note 5)............................. 2,994,288 509,742 432,431 8,200,783
Reimbursement (payment) of
accumulation unit value fluctuation....................... (44,781) (6,007) (6,266) (130,576)
Net charge (credit) to annuitant mortality
fluctuation reserve (Note 3D)............................. 673 1,094 1,091 (748)
Administrative charges and contingent
deferred sales charges (Note 5)........................... (197,617) (33,771) (32,829) (549,616)
Withdrawal of funds........................................ (11,777,948) (4,607,521) (3,136,316) (40,137,168)
Annuity benefits........................................... (19,994) (8,990) (11,230) (21,050)
Divisional transfers....................................... 1,124,376 (319,626) 214,560 (1,019,310)
-------------- -------------- -------------- --------------
Net decrease in net assets resulting
from capital transactions................................. (7,921,003) (4,465,079) (2,538,559) (33,657,685)
-------------- -------------- -------------- --------------
Total increase (decrease)................................. 18,713,439 (3,801,259) 227,319 12,936,898
NET ASSETS, at beginning of the year....................... 93,842,306 17,391,080 16,616,513 229,283,925
-------------- -------------- -------------- --------------
NET ASSETS, at end of the year............................. $ 112,555,745 $ 13,589,821 $ 16,843,832 $ 242,220,823
============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
1994
----------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (decrease)
in net assets
Operations:
Net investment income...................................... $ 2,507,585 $ 481,083 $ 997,110 $ 10,769,535
Net realized gain on investments........................... 2,216,540 -- 142,485 4,687,051
Net change in unrealized
appreciation/depreciation of investments.................. (2,062,646) -- (2,114,225) 12,555,799
-------------- -------------- -------------- --------------
Net increase (decrease) in net assets
resulting from operations................................. 2,661,479 481,083 (974,630) 2,900,787
-------------- -------------- -------------- --------------
Capital transactions: (Note 7)
Net contract payments (Note 5)............................. 3,309,323 743,037 418,852 8,728,833
Reimbursement (payment) of
accumulation unit value fluctuation....................... 8,033 837 523 (23,731)
Net charge (credit) to annuitant mortality
fluctuation reserve (Note 3D)............................. 1,714 (8,730) 1,196 (882)
Administrative charges and contingent
deferred sales charges (Note 5)........................... (235,968) (44,925) (40,198) (603,153)
Withdrawal of funds........................................ (10,339,296) (4,399,744) (2,358,138) (27,120,645)
Annuity benefits........................................... (17,806) (20,620) (11,556) (17,912)
Divisional transfers....................................... 799,080 1,047,890 (759,328) (1,087,642)
-------------- -------------- -------------- --------------
Net decrease in net assets resulting
from capital transactions................................. (6,474,920) (2,682,255) (2,748,649) (20,125,132)
-------------- -------------- -------------- --------------
Total Increase (decrease)................................. (3,813,441) (2,201,172) (3,723,279) (17,224,345)
NET ASSETS, at beginning of the year....................... 97,655,747 19,592,252 20,339,792 246,508,270
-------------- -------------- -------------- --------------
NET ASSETS, at end of the year............................. $ 93,842,306 $ 17,391,080 $ 16,616,513 $ 229,283,925
============== ============== ============== ==============
</TABLE>
See Notes to Financial Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 1
Variable Annuity Fund 4 and Flex-Annuity IV (Qualified)
Notes To Financial Statements
1. HISTORY
Massachusetts Mutual Variable Annuity Separate Account 1 ("Separate
Account 1") is a separate investment account established on April 8, 1981 by
Massachusetts Mutual Life Insurance Company ("MassMutual"). Separate
Account 1 operates as a registered unit investment trust pursuant to the
Investment Company Act of 1940 and the rules promulgated thereunder.
MassMutual maintains three segments within Separate Account 1. The segments
are Variable Annuity Fund 4, Flex-Annuity IV (Qualified) and Flex Extra
(Qualified). These notes and the financial statements presented herein, with
the exception of Note 8, describe and consist only of the Variable Annuity
Fund 4, and Flex-Annuity IV (Qualified) segments (the "Segments").
2. INVESTMENT OF THE SEGMENT'S ASSETS
Each segment has four divisions. The MML Equity Division invests in shares of
MML Equity Fund, the MML Money Market Division invests in shares of MML Money
Market Fund, the MML Managed Bond Division invests in shares of MML Managed
Bond Fund and the MML Blend Division invests in shares of MML Blend Fund.
MML Equity Fund, MML Money Market Fund. MML Managed Bond Fund and MML Blend
Fund are the four series of shares of MML Series Investment Fund (the "MML
Trust"). the MML Trust is a no-load, registered, open-end, diversified
management investment company for which MassMutual acts as investment
manager. Concert Capital Management, Inc. ("Concert Capital"), a wholly-owned
subsidiary of DLB Acquisition Corporation which is a controlled subsidiary of
MassMutual, serves as investment sub-advisor to the MML Equity Fund and the
Equity Sector of the MML Blend Fund.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Segments in preparation of the financial statements in
conformity with generally accepted accounting principles.
A. Investment Valuation
The investments in MML Equity Fund, MML Money Market Fund, MML Managed Bond
Fund and MML Blend Fund are each stated at market value which is the net
asset value of each of the respective funds.
B. Accounting For Investments
Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the ex-dividend
date.
C. Federal Income Taxes
Operations of the Segments form a part of the total operations of MassMutual,
and the Segments are not taxed separately. MassMutual is taxed as a life
insurance company under the provisions of the 1986 Internal Revenue Code, as
amended. The Segments will not be taxed as a "regulated investment company"
under Subchapter M of the Internal Revenue Code. Under existing federal law,
no taxes are payable on investment income and realized capital gains
attributable to Contracts which depend on the Segment's investment
performance. Accordingly, no provision for federal income tax has been made.
MassMutual may, however, make such a charge in the future if an unanticipated
change of current law results in a company tax liability attributable to the
Segments.
<PAGE>
Notes To Financial Statements (Continued)
D. Annuitant Mortality Fluctuation Reserve
The Segments maintain a reserve as required by regulatory authorities to
provide for mortality losses incurred. The reserve is increased quarterly for
mortality gains and its proportionate share of any increases in value. The
reserve is charged quarterly for mortality losses and its proportionate share
of any decreases in value. Transfers to or from MassMutual are then made
quarterly to adjust the Segments. Net transfers from MassMutual to the
Segments totaled $5,001 for the year ended December 31, 1995 and net
transfers from the Segments to MassMutual totaled $8,050 for the year ended
December 31, 1994. The reserve is subject to a maximum of 3% of the Segment's
annuity reserves. Any mortality losses in excess of this reserve will be
assumed by MassMutual. The reserve is not available to owners of Contracts
except to the extent necessary to cover mortality losses under the Contracts.
E. Annuity Reserves
Annuity reserves are developed by using accepted actuarial methods and are
computed using the 1971 Individual Annuity Mortality Table, as modified.
F. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
4. CHARGES FOR MORTALITY AND EXPENSE RISKS
A. Variable Annuity Fund 4 Contracts
Currently, daily charges for mortality and expense risks assumed by
MassMutual are made which are equivalent on an annual basis to 0.730% of the
value of the Variable Annuity Fund 4 Contracts. Effective on January 1 of any
year after the first Contract year, the daily charge made for the assumption
of mortality and expense risks will be as determined by MassMutual, but in no
event will such charge be at an annual rate of more than 1.2045% of the value
of the Variable Annuity Fund 4 Contracts.
B. Flex-Annuity IV (Qualified) Contracts
Daily charges for mortality and expense risks assumed by MassMutual are made
which are equivalent on an annual basis to 1.25% of the value of the Flex-
Annuity IV Contracts.
5. CHARGES/DEDUCTIONS FOR ADMINISTRATIVE CHARGES, CONTINGENT DEFERRED SALES
CHARGES AND PREMIUM TAXES
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Gross contract payments......................................... $ 3,002,021 $ 514,936 $ 434,861 $ 8,220,424
Less deductions for administrative and sales expenses and
premium taxes under Variable Annuity Fund 4 Contracts.......... 5,099 4,786 2,063 12,412
Less deduction for premium taxes under Flex-Annuity IV
Contracts...................................................... 2,634 408 367 7,229
------------- ------------- ------------- -------------
Net contract payments........................................... $ 2,994,288 $ 509,742 $ 432,431 $ 8,200,783
============= ============= ============= =============
Administrative charges and contingent deferred sales charges
under Flex-Annuity IV Contracts................................ $ 197,617 $ 33,771 $ 32,829 $ 549,616
============= ============= ============= =============
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1994 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Gross contract payments......................................... $ 3,314,640 $ 749,863 $ 420,631 $ 8,744,721
Less deductions for administrative and sales expenses and
premium taxes under Variable Annuity Fund 4 Contracts.......... 2,216 6,190 1,398 7,729
Less deduction for premium taxes under Flex-Annuity IV
Contracts...................................................... 3,101 636 381 8,159
------------- ------------- ------------- -------------
Net contract payments........................................... $ 3,309,323 $ 743,037 $ 418,852 $ 8,728,833
============= ============= ============= =============
Administrative charges and contingent deferred sales charges
under Flex-Annuity IV Contracts................................ $ 235,968 $ 44,925 $ 40,198 $ 603,153
============= ============= ============= =============
</TABLE>
<PAGE>
Notes To Financial Statements (Continued)
6. PURCHASES AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
For the Year Ended Cost of Proceeds
December 31, 1995 Purchases from Sales
------------------ --------- ----------
<S> <C> <C>
MML Equity Fund.......................................................................... $ 6,542,486 $ 12,051,110
MML Money Market Fund.................................................................... 3,332,119 7,122,904
MML Managed Bond Fund.................................................................... 2,258,344 3,924,329
MML Blend Fund........................................................................... 16,765,940 39,547,594
</TABLE>
7. NET DECREASE IN ACCUMULATION UNITS
Variable Annuity Fund 4 Contracts
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased............................................... 9,451 23,784 6,726 39,810
Units withdrawn............................................... (172,279) (460,818) (155,542) (633,799)
Units transferred between divisions........................... (1,640) (1,328) 7,112 (2,264)
------------ ------------ ------------ ------------
Net decrease.................................................. (164,468) (438,362) (141,704) (596,253)
Units, at beginning of the year............................... 1,636,947 1,641,887 812,837 4,294,517
------------ ------------ ------------ ------------
Units, at end of the year..................................... 1,472,479 1,203,525 671,133 3,698,264
============ ============ ============ ============
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1994 Division Division Division Division
------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased............................................... 4,477 31,427 4,733 26,821
Units withdrawn............................................... (182,396) (370,595) (121,064) (797,465)
Units transferred between divisions........................... 979 33,548 (31,001) 5,809
------------ ------------ ------------ ------------
Net decrease.................................................. (176,940) (305,620) (147,332) (764,835)
Units, at beginning of the year............................... 1,813,887 1,947,507 960,169 5,059,352
------------ ------------ ------------ ------------
Units, at end of the year..................................... 1,636,947 1,641,887 812,837 4,294,517
============ ============ ============ ============
Flex-Annuity IV Contracts
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased............................................... 500,886 229,924 134,136 2,407,509
Units withdrawn............................................... (1,874,761) (1,800,159) (861,622) (11,481,023)
Units transferred between divisions........................... 187,034 (163,035) 68,606 (284,586)
Units transferred to annuity reserves......................... -- -- -- (7,303)
------------ ------------ ------------ ------------
Net decrease.................................................. (1,186,841) (1,733,270) (658,880) (9,365,403)
Units, at beginning of the year............................... 16,469,073 6,974,443 4,945,453 70,616,166
------------ ------------ ------------ ------------
Units, at end of the year..................................... 15,282,232 5,241,173 4,286,573 61,250,763
============ ============ ============ ============
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1994 Division Division Division Division
------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased............................................... 649,863 351,479 142,361 2,873,533
Units withdrawn............................................... (1,893,921) (1,889,301) (706,514) (8,342,871)
Units transferred between divisions........................... 150,816 507,706 (234,763) (362,127)
Units transferred to annuity reserves......................... -- (2,394) (6,553) --
------------ ------------ ------------ ------------
Net decrease.................................................. (1,093,242) (1,032,510) (805,469) (5,831,465)
Units, at beginning of the year............................... 17,562,315 8,006,953 5,750,922 76,447,631
------------ ------------ ------------ ------------
Units, at end of the year..................................... 16,469,073 6,974,443 4,945,453 70,616,166
============ ============ ============ ============
</TABLE>
<PAGE>
Notes To Financial Statements (Continued)
8. CONSOLIDATED MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 1
As discussed in Note 1, the financial statements only represent activity of
the Variable Annuity Fund 4 and Flex-Annuity IV (Qualified) segments of the
Separate Account 1. The combined net assets as of December 31, 1995 for
Separate Account 1, which includes the segments pertaining to the Variable
Annuity Fund 4, Flex-Annuity IV (Qualified) and Flex Extra (Qualified), are
as follows:
<TABLE>
<CAPTION>
MML MML *Oppenheimer *Oppenheimer *Oppenheimer
MML Money Managed MML Capital Global Strategic
Equity Market Bond Blend Appreciation Securities Bond
Division Division Division Division Division Division Division
---------- ---------- ---------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Assets................. $906,582,836 $74,969,000 $114,336,772 $1,473,113,184 $65,261,384 $54,653,894 $18,472,855
Total Liabilities............ 1,121,284 16,763 60,048 2,191,982 349,151 262,487 2,249
------------ ----------- ------------ -------------- ----------- ----------- -----------
Net Assets................... $905,461,552 $74,952,237 $114,276,724 $1,470,921,202 $64,912,233 $54,391,407 $18,470,606
============ =========== ============ ============== =========== =========== ===========
Net Assets Consist of:
Accumulation Units - Value... $904,960,382 $74,846,594 $114,120,444 $1,470,084,849 $64,912,233 $54,391,407 $18,470,606
Annuity Reserves............. 501,170 105,643 156,280 836,353 -- -- --
------------ ----------- ------------ -------------- ----------- ----------- -----------
Net Assets................... $905,461,552 $74,952,237 $114,276,724 $1,470,921,202 $64,912,233 $54,391,407 $18,470,606
============ =========== ============ ============== =========== =========== ===========
*Offered on the Flex Extra Contracts.
</TABLE>
9. DISTRIBUTION AGREEMENT
MML Investors Services, Inc. (``MMLISI''), a wholly-owned subsidiary of
MassMutual, acts as the principal underwriter of the Contracts. MMLISI is
registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc. The
Contracts are sold by registered representatives of MMLISI who are also
insurance agents of MassMutual under state insurance law.
Offered through MML Investors Services, Inc., Springfield, Massachusetts.
<PAGE>
Report Of Independent Accountants
To the Contract Owners of Massachusetts Mutual Variable Annuity Separate Account
2 and the Board of Directors of Massachusetts Mutual Life Insurance Company
We have audited the statement of assets and liabilities of the MML Equity
Division, MML Money Market Division, MML Managed Bond Division and MML Blend
Division of the Flex-Annuity IV segment of Massachusetts Mutual Variable Annuity
Separate Account 2 as of December 31, 1995, and the related statement of
operations for the year then ended, and the statement of changes in net assets
for each of the two years in the period then ended. 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 in accordance with generally accepted auditing
standards. Those standards 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 a basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included verification of investments owned as of December 31, 1995 by
examination of the records of MML Series Investment Fund. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the MML Equity Division, MML
Money Market Division, MML Managed Bond Division and MML Blend Division of the
Flex-Annuity IV segment of Massachusetts Mutual Variable Annuity Separate
Account 2 at December 31, 1995, the results of their operations for the year
then ended, and the changes in their net assets for each of the two years in the
period then ended, in conformity with generally accepted accounting principles.
Also, in our opinion, based upon these audits and our previous audits made in
accordance with generally accepted auditing standards, of the financial
statements of the MML Equity Division, MML Money Market Division, MML Managed
Bond Division and MML Blend Division of Massachusetts Mutual Variable Annuity
Separate Account 2 for each respective period indicated thereon, and upon which
we expressed an unqualified opinion, the financial information under the caption
"Condensed Financial Information" for each date appearing in the Prospectus, is
fairly stated in all material respects in relation to the financial statements
from which it has been derived.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 6, 1996
1
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 2
Flex-Annuity IV (Non-Qualified)
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investment in the MML Series Investment Fund
Number of shares (Note 2).............................. 426,494 5,284,368 181,835 1,333,040
=========== ========== ========== ===========
Identified cost (Note 3B).............................. $ 7,937,586 $5,284,368 $2,147,512 $22,302,404
=========== ========== ========== ===========
Value (Note 3A)........................................ $11,056,394 $5,284,368 $2,263,522 $27,352,602
Dividends receivable..................................... 419,471 23,600 35,034 809,573
Receivable for accumulation units sold................... -- -- -- 434
Other assets............................................. 23 -- 6 224
----------- ---------- ---------- -----------
Total assets........................................... 11,475,888 5,307,968 2,298,562 28,162,833
----------- ---------- ---------- -----------
LIABILITIES
Annuitant mortality fluctuation reserve (Note 3D)........ 4,147 462 1,746 5,638
Payable to Massachusetts Mutual Life Insurance Company... 817 459 104 2,891
----------- ---------- ---------- -----------
Total liabilities...................................... 4,964 921 1,850 8,529
----------- ---------- ---------- -----------
NET ASSETS............................................... $11,470,924 $5,307,047 $2,296,712 $28,154,304
=========== ========== ========== ===========
Net Assets consist of:
Accumulation units -- value.............................. $11,332,696 $5,291,633 $2,238,524 $27,966,366
Annuity reserves (Note 3E)............................... 138,228 15,414 58,188 187,938
----------- ---------- ---------- -----------
Net assets............................................. $11,470,924 $5,307,047 $2,296,712 $28,154,304
=========== ========== ========== ===========
Contractowners accumulation units (Note 7)............... 1,762,666 2,571,690 635,797 7,357,523
=========== ========== ========== ===========
NET ASSET VALUE PER ACCUMULATION UNIT
Flex-Annuity IV Contracts (Note 5)
December 31, 1995........................................ $ 6.43 $ 2.06 $ 3.52 $ 3.80
December 31, 1994........................................ 4.96 1.97 2.99 3.12
December 31, 1993........................................ 4.83 1.92 3.15 3.08
December 31, 1992........................................ 4.46 1.90 2.85 2.85
December 31, 1991........................................ 4.09 1.86 2.69 2.64
</TABLE>
See Notes to Financial Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 2
Flex-Annuity IV (Non-Qualified)
STATEMENT OF OPERATIONS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)...................................... $ 419,864 $ 290,507 $ 140,068 $ 1,648,863
Expenses
Mortality and expense risk fees (Note 4)................. 136,975 66,689 27,067 340,200
------------ ------------ ------------ ------------
Net investment income (Note 3C).......................... 282,889 223,818 113,001 1,308,663
------------ ------------ ------------ ------------
Net realized and unrealized gain on investments
Net realized gain on investments (Notes 3B and 6)........ 642,107 -- 5,864 1,248,165
Change in net unrealized appreciation/depreciation
of investments.......................................... 1,902,652 -- 233,088 2,801,495
------------ ------------ ------------ ------------
Net gain on investments.................................. 2,544,759 -- 238,952 4,049,660
------------ ------------ ------------ ------------
Net increase in net assets resulting from operations..... $ 2,827,648 $ 223,818 $ 351,953 $ 5,358,323
============ ============ ============ ============
</TABLE>
See Notes to Financal Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 2
Flex-Annuity IV (Non-Qualified)
STATEMENT OF CHANGES IN NET ASSETS
For The Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995
----------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (decreased) in net assets
Operations:
Net investment income.................................................... $ 282,889 $ 223,818 $ 113,001 $ 1,308,663
Net realized gain (loss) on investments.................................. 642,107 -- 5,864 1,248,165
Change in net unrealized appreciation/depreciation
of investments.......................................................... 1,902,652 -- 233,088 2,801,495
------------ ------------- ------------ ------------
Net increase (decrease) in net assets resulting
from operations......................................................... 2,827,648 223,818 351,953 5,358,323
------------ ------------ ------------ ------------
Capital transactions: (Note 7)
Net contract payments (Note 5)........................................... 89,862 32,210 20,801 182,402
Reimbursement (payment) of accumulation unit value fluctuation.......... (4,361) (129) (892) (23,748)
Net charge (credit) to annuitant mortality fluctuation reserve (Note 3D). 724 340 355 (337)
Administrative charges and contingent deferred sales charges (Note 5).... (12,656) (3,329) (3,119) (41,361)
Withdrawal of funds...................................................... (1,488,618) (382,755) (88,514) (3,272,742)
Annuity benefits......................................................... (11,493) (1,669) (4,805) (18,202)
Divisional transfers..................................................... (37,416) 81,274 (65,684) 21,826
------------ ------------ ------------ -----------
Net decrease in net assets resulting from capital transactions........... (1,463,958) (274,058) (141,858) (3,152,162)
------------ ------------ ------------ ------------
Total increase (decrease)............................................... 1,363,690 (50,240) 210,095 2,206,161
NET ASSETS, at beginning of the year..................................... 10,107,234 5,357,287 2,086,617 25,948,143
------------ ------------ ------------ ------------
NET ASSETS, at end of the year........................................... $ 11,470,924 $ 5,307,047 $ 2,296,712 $ 28,154,304
============ ============ ============ ============
<CAPTION>
1994
----------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Increase (decreased) in net assets
Operations:
Net investment income.................................................... $ 268,981 $ 138,591 $ 135,609 $ 1,213,217
Net realized gain (loss) on investments.................................. 206,232 -- (4,913) 894,093
Change in net unrealized appreciation/depreciation
of investments.......................................................... (193,047) -- (272,907) (1,781,145)
------------ ------------ ------------ ------------
Net increase (decrease) in net assets resulting
from operations......................................................... 282,166 138,591 (142,211) 326,165
------------ ------------ ------------ ------------
Capital transactions: (Note 7)
Net contract payments (Note 5)........................................... 207,800 11,720 17,391 361,583
Reimbursement (payment) of accumulation unit value fluctuation........... (2,267) (286) 71 2,449
Net charge (credit) to annuitant mortality fluctuation reserve (Note 3D). 1,129 249 171 (219)
Administrative charges and contingent deferred sales charges (Note 5).... (14,914) (4,302) (4,505) (48,910)
Withdrawal of funds...................................................... (560,668) (286,745) (566,276) (2,931,723)
Annuity benefits......................................................... (10,045) (1,579) (4,490) (14,018)
Divisional transfers..................................................... 267,069 (199,224) (94,088) 26,243
------------ ------------ ------------ ------------
Net decrease in net assets resulting from capital transactions........... (111,896) (480,167) (651,726) (2,604,595)
------------ ------------ ------------ ------------
Total increase (decrease)............................................... 170,270 (341,576) (793,937) (2,278,430)
NET ASSETS, at beginning of the year..................................... 9,936,964 5,698,863 2,880,554 28,226,573
------------ ------------ ------------ ------------
NET ASSETS, at end of the year........................................... $ 10,107,234 $ 5,357,287 $ 2,086,617 $ 25,948,143
============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 2
Flex-Annuity IV (Non-Qualified)
Notes to Financial Statements
1. HISTORY
Massachusetts Mutual Variable Annuity Separate Account 2 ("Separate Account
2") is a separate investment account established on October 14, 1981 by
Massachusetts Mutual Life Insurance Company ("MassMutual"). Separate Account
2 operates as a registered unit investment trust pursuant to the Investment
Company Act of 1940 and the rules promulgated thereunder.
MassMutual maintains two segments within Separate Account 2. The segments
are Flex-Annuity IV (Non-Qualified) and Flex Extra (Non-Qualified). These
notes and the financial statements presented herein, with the exception of
Note 8, describe and consist only of the Flex-Annuity IV (Non-Qualified)
segment (the "Segment").
2. INVESTMENT OF THE SEGMENT'S ASSETS
The Segment maintains four divisions. The MML Equity Division invests in
shares of MML Equity Fund, the MML Money Market Division invests in shares
of MML Money Market Fund, the MML Managed Bond Division invests in shares
of MML Managed Bond Fund and the MML Blend Division invests in shares of
MML Blend Fund.
MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund are the four series of shares of MML Series Investment Fund (the "MML
Trust"). The MML Trust is a no-load, registered, open-end, diversified
management investment company for which MassMutual acts as investment
manager. Concert Capital Management, Inc. ("Concert Capital"), a wholly-
owned subsidiary of DLB Acquisition Corporation which is a controlled
subsidiary of MassMutual, serves as investment sub-advisor to the MML
Equity Fund and the Equity sector of the MML Blend Fund.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Segment in the preparation of the financial statements
in conformity with generally accepted accounting principles.
A. Investment Valuation
The investments in MML Equity Fund, MML Money Market Fund, MML Managed Bond
Fund and MML Blend Fund are each stated at market value which is the net
asset value of each of the respective funds.
B. Accounting For Investments
Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the ex-
dividend date.
C. Federal Income Taxes
Operations of the Segment form a part of the total operations of
MassMutual, and the Segment is not taxed separately. MassMutual is taxed as
a life insurance company under the provisions of the 1986 Internal Revenue
Code, as amended. The Segment will not be taxed as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. Under existing
federal law, no taxes are payable on investment income and realized capital
gains attributable to Contracts which depend on the Segment's investment
performance. Accordingly, no provision for federal income tax has been
made. MassMutual may, however, make such a charge in the future if an
unanticipated change of current law results in a company tax liability
attributable to the Segment.
<PAGE>
Notes To Financial Statements (Continued)
D. Annuitant Mortality Fluctuation Reserve
The Segment maintains a reserve as required by regulatory authorities to
provide for mortality losses incurred. The reserve is increased quarterly
for mortality gains and its proportionate share of any increases in value.
The reserve is charged quarterly for mortality losses and its proportionate
share of any decreases in value. Transfers to or from MassMutual are then
made quarterly to adjust the Segment. Net transfers from MassMutual to the
Segment totaled $3,643 and $4,052 for the years ended December 31, 1995 and
1994, respectively. The reserve is subject to a maximum of 3% of the
Segments' annuity reserves. Any mortality losses in excess of this reserve
will be assumed by MassMutual. The reserve is not available to owners of
Contracts except to the extent necessary to cover mortality losses under
the Contracts.
E. Annuity Reserves
Annuity reserves are developed by using accepted actuarial methods and are
computed using the 1971 Individual Annuity Mortality Table, as modified.
F. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. CHARGES FOR MORTALITY AND EXPENSE RISKS
Daily charges for mortality and expense risks assumed by MassMutual are
made which are equivalent on an annual basis to 1.25% of the value of the
the Segment's Contracts.
5. CHARGES/DEDUCTIONS FOR ADMINISTRATIVE CHARGES, CONTINGENT DEFERRED SALES
CHARGES AND PREMIUM TAXES
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
- ----------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
Gross contract payments................. $ 90,020 $32,267 $20,838 $182,724
Less deduction for premium taxes........ 158 57 37 322
-------- ------- ------- --------
Net contract payments................... $ 89,862 $32,210 $20,801 $182,402
======== ======= ======= ========
Administrative charges and
contingent deferred sales charges...... $ 12,656 $ 3,329 $ 3,119 $ 41,361
======== ======= ======= ========
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1994 Division Division Division Division
- ----------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
Gross contract payments................. $208,060 $11,735 $17,412 $362,036
Less deduction for premium taxes........ 260 15 21 453
-------- ------- ------- --------
Net contract payments................... $207,800 $11,720 $17,391 $361,583
======== ======= ======= ========
Administrative charges and
contingent deferred sales charges...... $ 14,914 $ 4,302 $ 4,505 $ 48,910
======== ======= ======= ========
</TABLE>
6. PURCHASES AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
For the Year Ended Cost of Proceeds
December 31, 1995 Purchases from Sales
- ------------------ --------- ----------
<S> <C> <C>
MML Equity Fund.................................... $ 696,073 $ 1,905,199
MML Money Market Fund.............................. 544,085 594,259
MML Managed Bond Fund.............................. 182,753 210,418
MML Blend Fund..................................... 2,347,745 4,202,980
</TABLE>
7
<PAGE>
Notes To Financial Statements (Continued)
7. NET DECREASE IN ACCUMULATION UNITS
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
- ----------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
Units purchased..................... 16,085 16,030 6,332 53,114
Units withdrawn..................... (260,012) (191,812) (28,406) (976,679)
Units transferred between
divisions.......................... (7,065) 40,533 (21,825) 8,479
--------- --------- --------- ---------
Net decrease........................ (250,992) (135,249) (43,899) (915,086)
Units, at beginning of the year..... 2,013,658 2,706,939 679,696 8,272,609
--------- --------- --------- ---------
Units, at end of the year........... 1,762,666 2,571,690 635,797 7,357,523
========= ========= ========= =========
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1994 Division Division Division Division
- ----------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
Units purchased..................... 42,673 6,035 5,678 117,406
Units withdrawn..................... (117,477) (150,290) (190,918) (959,723)
Units transferred between
divisions.......................... 54,875 (101,934) (30,867) 8,544
Units transferred to annuity
reserves........................... (1,676) (983) (1,337) (33,529)
--------- --------- --------- ---------
Net decrease........................ (21,605) (247,172) (217,444) (867,302)
Units, at beginning of the year..... 2,035,263 2,954,111 897,140 9,139,911
--------- --------- --------- ---------
Units, at end of the year........... 2,013,658 2,706,939 679,696 8,272,609
========= ========= ========= =========
</TABLE>
8. CONSOLIDATED MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 2
As discussed in Note 1, the financial statements only represent activity of
the Flex-Annuity IV (Non-Qualified) segment of Separate Account 2. The
combined net assets as of December 31, 1995 for Separate Account 2, which
includes the segments pertaining to Flex-Annuity IV (Non-Qualified) and
Flex Extra (Non-Qualified), are as follows:
<TABLE>
<CAPTION>
MML MML *Oppenheimer *Oppenheimer *Oppenheimer
MML Money Managed MML Capital Global Strategic
Equity Market Bond Blend Appreciation Securities Bond
Division Division Division Division Division Division Division
------------ ----------- ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Assets................. $215,176,284 $26,993,362 $37,607,095 $324,752,460 $21,050,323 $18,734,528 $12,403,341
Total Liabilities............ 46,686 17,071 6,670 64,497 4,967 6,535 6,566
------------ ----------- ----------- ------------ ----------- ----------- -----------
Net Assets................... $215,129,598 $26,976,291 $37,600,425 $324,687,963 $21,045,356 $18,727,993 $12,396,775
============ =========== =========== ============ =========== =========== ===========
Net Assets Consist of:
Accumulation Units - Value... $214,773,901 $26,905,338 $37,518,691 $324,252,008 $21,030,944 $18,727,993 $12,396,775
Annuity Reserves............. 355,697 70,953 81,734 435,955 14,412 -- --
------------ ----------- ----------- ------------ ----------- ----------- -----------
Net Assets................... $215,129,598 $26,976,291 $37,600,425 $324,687,963 $21,045,356 $18,727,993 $12,396,775
============ =========== =========== ============ =========== =========== ===========
</TABLE>
*Offered on the Flex Extra Contracts
9. DISTRIBUTION AGREEMENT
MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, acts as the principal underwriter of the Contracts. MMLISI is
registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc. The
Contracts are sold by registered representatives of MMLISI who are also
insurance agents of MassMutual under state insurance law.
Offered through MML Investors Services, Inc., Springfield, Massachusetts,
and Oppenheimer Funds Distributor, Inc., Denver, Colorado
4
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
---------------------------
AUDIT OF SUPPLEMENTAL FINANCIAL STATEMENTS
for the years ended December 31, 1995, 1994 and 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company
We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The supplemental financial statements give retroactive effect to the merger
of Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.
1
<PAGE>
In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.
As discussed in Note 10 to the financial statements, Massachusetts Mutual
Life Insurance Company entered into a definitive agreement for the sale of a
wholly-owned insurance subsidiary.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 1, 1996
2
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1995 1994
-------- --------
(In Millions)
<S> <C> <C>
Assets:
Bonds $23,625.1 $23,298.2
Stocks 416.1 246.1
Mortgage loans 3,872.4 4,066.2
Real Estate:
Investments 1,502.8 1,673.7
Other 107.1 108.8
Other investments 1,489.9 1,218.4
Policy loans 4,518.4 4,259.8
Cash and short-term investments 2,342.8 2,255.5
Investment and insurance amounts receivable 1,059.3 1,069.7
Separate account assets 11,309.5 8,530.5
Other assets 174.6 153.3
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION, Continued
<TABLE>
<CAPTION>
December 31,
1995 1994
-------- --------
(In Millions)
<S> <C> <C>
Liabilities:
Policyholders' reserves and funds $32,893.1 $32,295.1
Policyholders' dividends 832.6 837.5
Policy claims and other benefits 395.5 415.9
Federal income taxes 338.5 229.9
Asset valuation reserve 566.8 470.5
Investment reserves 109.9 130.8
Separate account reserves and liabilities 11,309.6 8,529.5
Amounts due on investments purchased and
other liabilities 1,371.1 1,401.9
--------- ---------
47,817.1 44,311.1
Policyholders' contingency reserves 2,600.9 2,569.1
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
4
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Income:
Premium income $5,727.7 $6,177.2 $6,408.3
Net investment and other income 2,898.4 2,803.1 2,885.7
-------- -------- --------
8,626.1 8,980.3 9,294.0
-------- -------- --------
Benefits and expenses:
Policy benefits and payments 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds 1,205.4 1,263.2 1,291.1
Commissions and operating expenses 833.7 959.3 953.5
State taxes, licenses and fees 89.4 105.6 114.9
Merger restructuring costs 44.0 0.0 0.0
-------- -------- --------
7,324.7 7,777.7 8,012.4
-------- -------- --------
Net gain before federal income taxes and dividends 1,301.4 1,202.6 1,281.6
Federal income taxes 206.2 139.7 211.8
-------- -------- --------
Net gain from operations before dividends 1,095.2 1,062.9 1,069.8
Dividends to policyholders 819.0 824.7 817.5
-------- -------- --------
Net gain from operations 276.2 238.2 252.3
Net realized capital loss (85.8) (164.3) (96.0)
-------- -------- --------
Net income $ 190.4 $ 73.9 $ 156.3
======== ======== ========
</TABLE>
See notes to supplemental financial statements.
5
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning
of year $2,569.1 $2,470.2 $2,131.2
-------- -------- --------
Increases (decreases) due to:
Net income 190.4 73.9 156.3
Net unrealized capital gain 88.7 29.5 67.9
Merger restructuring costs, net of tax (45.4) 0.0 0.0
Surplus notes 0.0 100.0 250.0
Change in asset valuation and investment reserves (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves (108.2) (51.1) 0.0
Change in non-admitted assets and other (18.1) (59.7) (1.9)
-------- -------- --------
Policyholders' contingency reserves, end of year $2,600.9 $2,569.1 $2,470.2
======== ======== ========
</TABLE>
See notes to supplemental financial statements.
6
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 575.8 546.9 389.6
Net realized capital loss 85.8 164.3 96.0
Other changes (25.2) 124.2 131.1
--------- -------- --------
Net cash provided by operating activities 826.8 909.3 773.0
--------- -------- --------
Investing activities:
Loans and purchases of investments 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts
from repayment of loans 9,671.1 7,468.7 7,607.3
--------- -------- --------
Net cash used in investing activities 693.1 882.9 1,107.8
--------- -------- --------
Financing activities:
Issuance of surplus notes 0.0 100.0 250.0
Repayment of notes payable and other borrowings (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other
borrowings 0.0 0.0 120.3
--------- -------- --------
Net cash provided by (used in) financing
activities (46.4) (25.0) 270.3
--------- -------- --------
Increase (decrease) in cash and short-term
investments 87.3 1.4 (64.5)
Cash and short-term investments, beginning of
year 2,255.5 2,254.1 2,318.6
--------- -------- --------
Cash and short-term investments, end of year $ 2,342.8 $2,255.5 $2,254.1
========= ======== ========
</TABLE>
See notes to supplemental financial statements.
7
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") were merged into the Company. For the purposes
of this presentation, these supplemental financial statements give retroactive
effect as if the merger had occurred on January 1, 1993 in conformity with the
practices of the National Association of Insurance Commissioners and the
accounting practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut. This merger was accounted for under the pooling of interests
method of accounting. The financial information is not necessarily indicative
of the results that would have been recorded had the merger actually occurred on
January 1, 1993, nor is it indicative of future results. After the merger,
future sales of new products will be predominantly those developed by
Massachusetts Mutual. Additionally, as part of the merger plan, employee
positions have been or will be eliminated over a three-year period,
predominantly through voluntary terminations. In 1995, charges for employee
separation and transaction expenses directly attributable to the merger were
$44 million for Massachusetts Mutual (the Company prior to the merger) and $45
million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. Summary of Accounting Practices
The accompanying supplemental financial statements, except as to form, have
been prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted
by the Division of Insurance of the
8
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut, which are currently considered generally accepted accounting
principles for mutual life insurance companies and their life insurance
subsidiaries.
The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards No. 120,
Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts. The
American Institute of Certified Public Accountants, which also has no role in
establishing regulatory accounting practices, issued Statement of Position
95-1, Accounting for Certain Insurance Activities of Mutual Life Insurance
Enterprises. These pronouncements will require mutual life insurance
companies to modify their financial statements in order to continue to be in
accordance with generally accepted accounting principles, effective for
financial statements issued for 1996 and prior periods presented. The manner
in which policy reserves, new business acquisition costs, asset valuations
and related tax effects are recorded will change. Management has not
determined the impact of such changes on the Company's Statement of Income,
but believes implementation of these pronouncements will cause policyholders'
contingency reserves to increase.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
as well as disclosures of contingent assets and liabilities, at the date of
the financial statements. Management must also make estimates and
assumptions that affect the amounts of revenues and expenses during the
reporting period. Future events, including changes in the levels of
mortality, morbidity, interest rates and asset valuations, could cause actual
results to differ from the estimates used in the financial statements.
The following is a description of the Company's current principal accounting
policies and practices.
a. Investments
Bonds and stocks are valued in accordance with rules established by the
National Association of Insurance Commissioners. Generally, bonds are
valued at amortized cost, preferred stocks in good standing at cost, and
common stocks, except for unconsolidated subsidiaries, at fair value
based upon quoted market value.
As promulgated by the National Association of Insurance Commissioners,
Massachusetts Mutual adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities
were obtained from a prepayment model, which factors in mortgage type,
seasoning, coupon, current interest rate and the economic environment.
The effect of this change, $44.5 million, was recorded as of December 31,
1994 as an increase to policyholders' contingency reserves on the
Statement of Financial Position and had no material effect on 1995 net
income. Through December 31, 1994, MassMutual amortized premium and
discount on bonds
9
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
into investment income over the stated lives of the
securities. Connecticut Mutual used the retrospective method of
amortization.
Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and
mortgage encumbrances. Encumbrances totaled $2.9 million in 1995 and
$16.1 million in 1994. Depreciation on investment real estate is
calculated using the straight-line and constant yield methods.
Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy. Short-term
investments are stated at amortized cost, which approximates fair value.
Investments in unconsolidated subsidiaries, joint ventures and other
forms of partnerships are included in other investments on the Statement
of Financial Position and are accounted for using the equity method.
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut
Mutual, sold its 100 percent ownership in GroupAmerica Insurance Company
to Veritus, Inc. for $52.1 million in cash.
In compliance with regulatory requirements, the Company maintains an
Asset Valuation Reserve and an Interest Maintenance Reserve. The Asset
Valuation Reserve and other investment reserves, as prescribed or
permitted by the regulatory authorities, stabilize the policyholders'
contingency reserves against fluctuations in the value of stocks, as well
as declines in the value of bonds, mortgage loans and real estate
investments.
The Interest Maintenance Reserve captures after-tax realized capital
gains and losses which result from changes in the overall level of
interest rates for all types of fixed income investments, as well as
other financial instruments, including financial futures, U.S. Treasury
purchase commitments, options, interest rate swaps, interest rate caps
and interest rate floors. These interest rate related gains and losses
are amortized into income using the grouped method over the remaining
life of the investment sold or over the remaining life of the underlying
asset. Net realized after tax capital gains of $110.5 million in 1995,
net realized after tax capital losses of $152.6 million in 1994 and net
realized after-tax capital gains of $127.2 million in 1993 were charged
to the Interest Maintenance Reserve. Amortization of the Interest
Maintenance Reserve into net investment income amounted to $5.0 million
in 1995, $45.8 million in 1994 and $71.6 million in 1993. In 1994, the
Company's Interest Maintenance Reserve resulted in a net loss deferral.
In accordance with the practices of the National Association of Insurance
Commissioners, the 1994 balance was recorded as a reduction of
policyholders' contingency reserves.
Realized capital gains and losses, less taxes, not includable in the
Interest Maintenance Reserve, are recognized in net income. Realized
capital gains and losses are determined using the specific identification
method. Unrealized capital gains and losses are included in
policyholders' contingency reserves.
10
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
b. Separate Accounts
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of pension,
variable annuity and variable life insurance contract holders. Assets
consist principally of publicly traded marketable securities reported at
fair value. Premiums, benefits and expenses of the separate accounts are
reported in the Statement of Income. The Company receives administrative
and investment advisory fees from these accounts.
c. Non-admitted Assets
Assets designated as "non-admitted" (principally prepaid pension costs,
certain fixed assets, receivables and Interest Maintenance Reserve, when
in a net loss deferral position) are excluded from the Statement of
Financial Position by an adjustment to policyholders' contingency
reserves.
d. Policyholders' Reserves and Funds
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American
Experience and the 1941, 1958 and 1980 Commissioners' Standard Ordinary
mortality tables with assumed interest rates ranging from 2.5 to 6.0
percent.
Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee funds are
based on accepted actuarial methods computed principally using the 1951,
1971, 1983 group and individual annuity tables with assumed interest
rates ranging from 2.25 to 11.25 percent. Reserves for policies and
contracts considered investment contracts have a carrying value of
$10,290.5 million (fair value of $10,508.9 million as determined by
discounted cash flow projections). Accident and health policy reserves
are generally calculated using the two-year preliminary term, net level
premium and fixed net premium methods and various morbidity tables.
During 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $108.2 million
in 1995 and $51.1 million in 1994, were recorded as decreases to
policyholders' contingency reserves.
e. Premium and Related Expense Recognition
The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when
received. Accident and health premiums are recognized as revenue when
due. Premiums are recognized when due for the policies issued by
Connecticut Mutual. Commissions and other costs related to issuance of
new policies, maintenance and settlement costs are charged to current
operations.
f. Policyholders' Dividends
The Board of Directors annually approves dividends to be paid in the
following year.
11
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
These dividends are allocated to reflect the relative contribution of
each group of policies to policyholders' contingency reserves and
consider investment and mortality experience, expenses and federal income
tax charges.
g. Cash and Short-term Investments
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid short-term investments purchased with a maturity of twelve
months or less to be cash equivalents.
2. Policyholders' Contingency Reserves
Policyholders' contingency reserves represent surplus of the Company as
reported to regulatory authorities and are intended to protect policyholders
against possible adverse experience.
a. Surplus Notes
The Company issued surplus notes of $100.0 million at 7 1/2 percent and
$250.0 million at 7 5/8 percent in 1994 and 1993, respectively. These
notes are unsecured and subordinate to all present and future
indebtedness of the Company, policy claims and prior claims against the
Company as provided by the Massachusetts General Laws. Issuance was
approved by the Commissioner of Insurance of the Commonwealth of
Massachusetts ("the Commissioner").
All payments of interest and principal are subject to the prior approval
of the Commissioner. Sinking fund payments are due as follows: $62.5
million in 2021, $87.5 million in 2022, $150.0 million in 2023 and $50.0
million in 2024.
Interest on the notes issued in 1994 is scheduled to be paid on March 1
and September 1 of each year, beginning on September 1, 1994, to holders
of record on the preceding February 15 or August 15, respectively.
Interest on the notes issued in 1993 is scheduled to be paid on May 15
and November 15 of each year, beginning on May 15, 1994, to holders of
record on the preceding May 1 or November 1, respectively. In accordance
with regulations of the National Association of Insurance Commissioners,
interest expense is not recorded until approval for payment is received
from the Commissioner. Interest of $26.6 million and $22.8 million was
approved and paid in 1995 and 1994, respectively.
The proceeds of the notes, less a $35 million reserve in 1995 and 1994
and a $25 million reserve in 1993 for contingencies associated with the
issuance of the notes, are recorded as a component of the Company's
policyholders' contingency reserves as approved by the Commissioner.
These reserves, as permitted by the Massachusetts Division of Insurance,
are included in investment reserves on the Statement of Financial
Position.
b. Other Policyholders' Contingency Reserves
As required by regulatory authorities, contingency reserves established
to protect group life and annuity policyholders are $37.8 million in 1995
and $36.3 million in 1994.
12
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
3. Employee Benefit Plans
The Company's employee benefit plans include plans in place for the employees
of Massachusetts Mutual and Connecticut Mutual prior to the merge. These
plans, which were managed separately, reflect different assumptions for 1995
and 1994. The separate plans will continue into 1996 using similar
assumptions were appropriate. Employees previously covered by the Connecticut
Mutual plans will continue coverage under these plans. All other employees,
including employees hired after the merger date, will be covered by the
Massachusetts Mutual benefit plans.
a. Pension
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed
by MassMutual prior to December 31, 1995 and the other includes employees
previously employed by Connecticut Mutual. Benefits are based on the
employees' years of service, compensation during the last five years of
employment and estimated social security retirement benefits. The Company
accounts for these plans following Financial Accounting Standards Board
Statement No. 87, Employers' Accounting for Pensions. Accordingly, as
permitted by the Massachusetts Division of Insurance, the Company has
recognized a pension asset of $37.7 million and $37.6 million in 1995 and
1994, respectively. The net pension asset of $34 million associated with
the Connecticut Mutual plan has been non-admitted in the financial
statements in accordance with Connecticut insurance regulations. Company
policy is to fund pension costs in accordance with the requirements of
the Employee Retirement Income Security Act of 1974 and, based on such
requirements, no funding was required for the years ended December 31,
1995 and 1994. The assets of the Plan are invested in the Company's
general account and separate accounts.
The benefit status of the defined benefit plans as of December 31 is as
follows:
<TABLE>
<CAPTION>
1995 1994
------ ------
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $537.5 $451.9
Vested benefit obligation 525.7 437.4
Projected benefit obligation 622.5 529.5
Plan assets at fair value 941.3 814.7
</TABLE>
The following rates were used in determining the actuarial present value
of both the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
----------- -------------------
<S> <C> <C>
Discount rate - 1995 7.5% 7.75%
Discount rate - 1994 8.0 8.5
Increase in future compensation levels 5.0 5.0
</TABLE>
13
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
<TABLE>
<S> <C> <C>
Long-term rate of return on assets 10.0 9.0
</TABLE>
The Company also has defined contribution plans for employees and agents.
The expense credited to operations for all pension plans is $10.9 million
in 1995, as compared to charged to operation of $5.0 million in 1994 and
$4.0 million in 1993.
b. Life and Health
Certain life and health insurance benefits are provided to retired
employees and agents through group insurance contracts. Substantially all
of the Company's employees may become eligible for these benefits if they
reach retirement age while working for the Company. In 1993, the Company
adopted the National Association of Insurance Commissioners' accounting
standard for postretirement benefit costs, requiring these benefits to be
accounted for using the accrual method for employees and agents eligible
to retire and current retirees.
The following rates were used in determining the accumulated
postretirement benefit liability.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
----------- -------------------
Plan Plan
----------- -------------------
<S> <C> <C>
Discount rate - 1995 7.5% 8.5%
Discount rate - 1994 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all) 7.5
(for those born prior to 1965) 12.0
(for those born after 1965) 9.5
declining to
(for all) 5.0
(for those born prior to 1965) 6.0
(for those born after 1965) 5.5
within 6 years 7 years
</TABLE>
The initial transition obligation of $137.9 million is being amortized
over twenty years through 2012. At December 31, 1995 and 1994, the net
unfunded accumulated benefit obligation was $109.2 million and $108.1
million, respectively, for employees and agents eligible to retire or
currently retired and $42.7 million and $36.9 million, respectively, for
participants not eligible to retire. A Retired Lives Reserve Trust was
funded to pay life insurance premiums for certain retired employees.
Trust assets available for benefits were $22.5 million in 1995.
The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and
$23.4 million, respectively. A one percent increase in the annual assumed
increase in medical
14
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
cost rates would increase the 1995 accumulated postretirement benefit
liability and benefit expense by $8.5 million and $1.4 million,
respectively.
4. Related Party Transactions
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of
these contracts, the Company assumed all of the single premium immediate
annuity business written by MML Pension through either an assumption
provision or a coinsurance provision. The second contract ceded the
Company's group life, accident and health business to MML Pension.
Additionally, a reinsurance agreement previously in place, ceding all of the
Company's single premium immediate annuity business, was terminated. These
contracts were concurrently executed at the end of business on December 31,
1994 and were accounted for as a bulk reinsurance transaction. Accordingly,
assets were transferred at fair value and liabilities were transferred at
statutory carrying value. These transfers did not impact the 1994 Statement
of Income of either company. The net effect of these transactions decreased
the Company's assets and liabilities by $174.6 million in 1994. During 1995,
the gain from operations of this business was reflected as a $41 million
dividend received from the subsidiary which was recorded as net investment
income on the Statement of Income.
5. Federal Income Taxes
Provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current information,
and other miscellaneous temporary differences, such as reserves, acquisition
costs, and restructuring costs, resulted in an effective tax rate which is
other than the statutory tax rate.
The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1989 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Massachusetts Mutual for the
years 1990 through 1992. The Company believes any adjustments resulting from
such examinations will not materially affect its financial statements.
Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for
1995 and 1994. The Company records the estimated effects of anticipated
revisions in the Statement of Income.
Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are
subject to a written tax allocation agreement which allocates tax liability
in a manner permitted under Treasury regulations. Generally, the agreement
provides that loss members shall be compensated for the use of their losses
and credits by other members.
Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993.
In 1994, the Company had federal tax refunds of $23.4 million. At December
31, 1995 and 1994, the
15
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Company established a liability for federal income taxes of $338.5 million
and $229.9 million, respectively.
6. Investments
The Company maintains a diversified investment portfolio. Investment policies
limit concentration in any asset class, geographic region, industry group,
economic characteristic, investment quality or individual investment.
a. Bonds
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
--------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $ 9,391.5 $ 837.0 $ 43.3 $10,185.2
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by
Foreign Governments 261.9 27.9 0.1 289.7
Mortgage-backed securities 3,265.4 176.3 9.4 3,432.3
State and local governments 106.0 15.2 0.1 121.1
Industrial securities 9,030.7 762.8 57.8 9,735.7
Utilities 1,417.6 152.4 2.9 1,567.1
Affiliates 152.1 4.4 1.2 155.3
--------- -------- -------- ---------
TOTAL $23,625.2 $1,976.0 $ 114.8 $25,486.4
<CAPTION>
December 31, 1994
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
--------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $ 7,362.0 $ 154.4 $ 388.3 $ 7,128.1
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by 124.5 2.5 7.7 119.3
Foreign Governments
Mortgage-backed securities 3,410.5 55.6 176.7 3,289.4
State and local governments 138.2 5.2 6.4 137.0
</TABLE>
16
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
<TABLE>
<S> <C> <C> <C> <C>
Industrial securities 10,991.4 230.2 436.3 10,785.3
Utilities 1,147.2 71.3 30.6 1,187.9
Affiliates 124.4 9.7 8.6 125.5
--------- -------- -------- ---------
TOTAL $23,298.2 $ 528.9 $1,054.6 $22,772.5
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1995
by contractual maturity are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call
or prepay obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Millions)
<S> <C> <C>
Due in one year or less $ 2,578.8 $ 2,747.9
Due after one year through five years 3,625.8 3,824.3
Due after five years through ten years 5,356.3 5,857.2
Due after ten years 3,858.0 4,410.9
--------- ---------
15,418.9 16,840.3
Mortgage-backed securities, including securities
guaranteed by the U.S. Government 8,206.3 8,646.1
--------- ---------
TOTAL $23,625.2 $25,486.4
</TABLE>
Proceeds from sales of investments in bonds were $8,068.8 million during
1995, $5,624.1 million during 1994 and $5,543.5 million during 1993.
Gross capital gains of $255.5 million in 1995, $100.3 million in 1994 and
$318.4 million in 1993 and gross capital losses of $67.1 million in 1995,
$195.8 million in 1994 and $98.4 million in 1993 were realized on those
sales, a portion of which were included in the Interest Maintenance
Reserve. The estimated fair value of non-publicly traded bonds is
determined by the Company using a pricing matrix.
b. Stocks
Preferred stocks in good standing had fair values of $88.0 million in
1995 and $137.9 million in 1994, using a pricing matrix for non-publicly
traded stocks and quoted market prices for publicly traded stocks. Common
stocks, except for unconsolidated subsidiaries, had a cost of $547.7
million in 1995 and $273.7 million in 1994.
c. Mortgages
The fair value of mortgage loans, as determined from a pricing matrix
for performing loans and the estimated underlying real estate value for
non-performing loans, approximated carrying value less valuation reserves
held.
The Company acts as mortgage servicing agent and guarantor for $50.1
million of
17
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
mortgage loans sold in 1985. As guarantor, the Company is obligated to
advance unpaid principal and interest on any delinquent loans and to
repurchase mortgage loans under certain circumstances including mortgagor
default.
d. Other
The carrying value of investments which were non-income producing for the
preceding twelve months was $76.9 million and $130.9 million at December
31, 1995 and 1994, respectively. The Company had restructured loans with
book values of $415.0 million, and $543.7 million at December 31, 1995
and 1994, respectively. The loans typically have been modified to defer a
portion of the contracted interest payments to future periods. Interest
deferred to future periods totaled $3.4 million in 1995, $5.9 million in
1994 and $10.2 million in 1993. The Company made voluntary contributions
to the Asset Valuation Reserve of $52.7 million in 1994 and $51.5 million
in 1993 for these restructured loans. No additional voluntary
contribution was made in 1995.
It is not practicable to determine the fair value of policy loans as they
do not have a stated maturity.
7. Portfolio Risk Management
The Company manages its investment risks to reduce interest rate and duration
imbalances determined in asset/liability analyses. The fair values of these
instruments, which are not recorded in the financial statements, are based
upon market prices or prices obtained from brokers. The Company does not
hold or issue financial instruments for trading purposes.
The notional amounts described do not represent amounts exchanged by the
parties and, thus, are not a measure of the exposure of the Company. The
amounts exchanged are calculated on the basis of the notional amounts and the
other terms of the instruments, which relate to interest rates, exchange
rates, security prices or financial or other indexes.
The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments. This exposure is
limited to contracts with a positive fair value. The amounts at risk in a
net gain position were $84.9 million and $88.4 million at December 31, 1995
and 1994, respectively. The Company monitors exposure to ensure
counterparties are credit worthy and concentration of exposure is minimized.
The Company enters into financial futures contracts for the purpose of
managing interest rate exposure. The Company's futures contracts are
exchange traded with minimal credit risk. Margin requirements are met with
the deposit of securities. Futures contracts are generally settled with
offsetting transactions. Gains and losses on financial futures contracts are
recorded when the contract is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the underlying asset. As of
December 31, 1995, the Company did not have any open financial futures
contracts.
18
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage
other risks identified. Under interest rate swaps, the Company agrees to
exchange, at specified intervals, the difference between fixed and floating
interest rates calculated by reference to an agreed-upon notional principal
amount. Net amounts receivable and payable are accrued as adjustments to
interest income and included in investment and insurance amounts receivable
on the Statement of Financial Position. Gains and losses realized on the
termination of contracts amortized through the Interest Maintenance Reserve
over the remaining life of the associated contract. At December 31, 1995 and
1994, the Company had swaps with notional amounts of $1,841.8 million and
$2,819.2 million, respectively. The fair values of these instruments were
$10.1 million at December 31, 1995 and $49.6 million at December 31, 1994.
Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of
up to two years. The amounts paid for options purchased are included in
other investments on the Statement of Financial Position. Gains and losses
on these contracts are recorded at the expiration or termination date and are
amortized through the Interest Maintenance Reserve over the remaining life of
the underlying asset. At December 31, 1995 and 1994, the Company had option
contracts with notional amounts of $1,876.2 million and $2,262.1 million,
respectively. The Company's credit risk exposure was limited to the
unamortized costs of $18.4 million and $24.4 million, which had fair values
of $48.1 million and $10.4 million at December 31, 1995 and 1994,
respectively.
Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a given rate. Interest rate floor
agreements grant the purchaser the right to receive the excess of a given
rate over a referenced interest rate. Amounts paid for interest rate caps
and floors are amortized into interest income over the life of the asset on a
straight-line basis. Unamortized costs are included in other investments on
the Statement of Financial Position. Amounts receivable and payable are
accrued as adjustments to interest income and included in the Statement of
Financial Position as investment and insurance amounts receivable. Gains and
losses on these contracts, including any unamortized cost, are recognized
upon termination and are amortized through the Interest Maintenance Reserve
over the remaining life of the associated cap or floor agreement. At
December 31, 1995 and 1994, the company had agreements with notional amounts
of $3,366.3 million and $2,617.0 million, respectively. The Company's
credit risk exposure on these agreements is limited to the unamortized costs
of $14.0 million and $12.1 million at December 31, 1995 and 1994,
respectively. The fair values of these instruments were $30.8 million and
$6.0 million at December 31, 1995 and 1994, respectively.
The Company utilizes asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired.
Cross-currency interest rate swaps allow investment in foreign currencies,
increasing access to additional investment opportunities, while limiting
foreign exchange risk. Notional amounts relating to asset and currency swaps
totaled $323.7 million and $220.0 million at December 31, 1995 and 1994,
respectively.
19
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
The fair values of these instruments were an unrecognized gain of $4.6
million at December 31, 1995 and $2.8 million at December 31, 1994.
The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take
delivery on forward commitments. These commitments are instead settled with
offsetting transactions. Gains and losses on forward commitments are
recorded when the commitment is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the asset. At December 31,
1995 and 1994, the Company had U. S. Treasury purchase commitments which
will settle during the following year with contractual amounts of $292.4
million and $1,000.0 million and fair values of $298.8 million and $989.2
million, respectively.
8. Liquidity
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:
<TABLE>
<CAPTION>
(In Millions)
<S> <C>
Total policyholders' reserves and funds and
separate account liabilities $ 44,474.9
Not subject to discretionary withdrawal (6,640.2)
Policy loans (4,518.4)
----------
Subject to discretionary withdrawal $ 33,316.3
----------
Total invested assets, including separate
investment accounts $ 49,184.1
Policy loans and other invested assets (12,383.0)
----------
Readily marketable investments $ 36,801.1
----------
</TABLE>
9. Business Risks and Contingencies
The Company is subject to insurance guaranty fund laws in the states in
which it does business. These laws assess insurance companies amounts to be
used to pay benefits to policyholders and claimants of insolvent insurance
companies. Many states allow these assessments to be credited against future
premium taxes. The Company believes such assessments in excess of amounts
accrued will not materially affect its financial position, results of
operations or liquidity. In 1995, the Company elected not to admit $17.6
million of guaranty fund premium tax offset receivables relating to prior
assessments.
The Company is involved in litigation arising out of the normal course of
its business. Management intends to defend these actions vigorously. While
the outcome of litigation cannot be foreseen with certainty, it is the
opinion of management, after consultation with legal counsel, that the
ultimate resolution of these matters will not materially affect its
financial position, results of operations or liquidity.
10. Subsequent Events
On January 5, 1996, the Company signed a definitive agreement for the sale
of MassMutual
20
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Holding Company Two, Inc., a wholly-owned subsidiary, and its subsidiaries,
including MML Pension Insurance Company, which comprises the Company's group
life and health business, to WellPoint Health Networks, Inc. for $380
million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in
the first quarter of 1996, management has not determined the final gain on
the sale.
The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's
financial statements.
<TABLE>
<CAPTION>
1995 1994
------ ------
(In Millions)
<S> <C> <C>
Other Invested Assets $187.8 $173.9
Net Gain From Operations 41.0 0.0
Unrealized Capital Gain (Loss) 13.9 (12.5)
</TABLE>
11. Subsidiaries and Affiliated Companies
Summary of ownership and relationship of the Company and its subsidiaries
and affiliated companies as of December 31, 1995 is illustrated below. The
Company provides management or advisory services to most of these companies.
Subsidiaries
------------
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
Subsidiaries of MassMutual Holding Company
------------------------------------------
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
21
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.
22
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Subsidiaries of DHC, Inc.
-------------------------
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.
Subsidiaries of DLB Acquisition Corporation
-------------------------------------------
Concert Capital Management, Inc.
David L. Babson and Company, Inc.
Subsidiaries of MassMutual Corporate Value Limited
--------------------------------------------------
MassMutual Corporate Value Partners Limited
Subsidiaries of MassMutual Holding Company Two, Inc.
----------------------------------------------------
MassMutual Holding Company Two MSC, Inc.
Subsidiaries of MassMutual Holding Company Two MSC, Inc.
--------------------------------------------------------
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation
Affiliates
- ----------
MassMutual Corporate Investors
MassMutual Participation Investors
23
<PAGE>
Part C
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Financial Statements Included in Part A
---------------------------------------
Condensed Financial Information
Financial Statements Included in Part B
---------------------------------------
The Registrant
--------------
Report of Independent Accountants
Statement of Assets and Liabilities as of
December 31, 1995
Statement of Operations for the year ended
December 31, 1995
Statement of Changes in Net Assets for the years
ended December 31, 1995, and 1994
Notes to Financial Statements
The Depositor
-------------
Report of Independent Accountants
Supplemental Statement of Financial Position as of
December 31, 1995 and 1994
Supplemental Statement of Income for the years ended
December 31, 1995, 1994 and 1993
Supplemental Statement of Changes in Contingency Reserves
for the years ended December 31, 1995, 1994
and 1993
Supplemental Statement of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Supplemental Financial Statements
(b) Exhibits:
Exhibit 1 Copy of Resolution of the Executive Committee of the
Board of Directors of Massachusetts Mutual Life Insurance
Company, authorizing the establishment of the Registrant,
incorporated by reference to Exhibit A(1) to Registrant's
Registration Statement under the Investment Company Act
of 1940, File No. 8ll-3351.
<PAGE>
Exhibit 2 None
Exhibit 3 (i) Copy of Distribution Agreement between the Registrant
and MML Investors Services, Inc., incorporated by
reference to Exhibit 3(i) to Registrant's Post Effective
Amendment No. 7 to Registration Statement under the
Securities Act of 1933, File No. 2-75413.
(ii) None
Exhibit 4 (i) Copy of the form of Flexible Purchase Payment Multi-
Fund Variable Annuity Contract, incorporated by reference
to Exhibit 4 to Registrant's Registration Statement under
the Securities Act of 1933, File No. 2-75413.
Exhibit 5 The form of Application used with the Flexible Purchase
Payment Multi-Fund Variable Annuity Contract in Exhibit 4
above, incorporated by reference to Exhibit 5 to
Registrant's Registration Statement under the Securities
Act of 1933, File No. 2-75413.
Exhibit 6 (i) Copy of the Articles of Incorporation of
Massachusetts Mutual Life Insurance Company, incorporated
by reference to Exhibit A (6) (a) to Registrant's
Registration Statement under the Investment Company Act
of 1940, File No. 811-3351.
(ii) By-laws of Massachusetts Mutual Life Insurance
Company incorporated by reference to Exhibit (6)(ii) to
Registrant's Registration Statement under the Securities
Act of 1933, File No. 811-3351.
Exhibit 7 None
Exhibit 8 None
<PAGE>
Exhibit 9 Opinion of and consent of counsel, incorporated by
reference to Exhibit 9 to Registrant's Registration
statement under the Securities Act of 1933, File No. 2-
75413.
Exhibit 10 Written consent of Coopers & Lybrand L.L.P., independent
accountants.
Exhibit 11 None
Exhibit 12 None
Exhibit 13 Schedule of Computation of Performance
Exhibit 15 Powers of Attorney
Exhibit 27 Financial Data Schedule
Item 25. Directors and Executive Officers of MassMutual
----------------------------------------------
The directors and executive vice presidents of MassMutual, their
positions and their other business affiliations and business
experience for the past five years are listed below.
Directors
ROGER G. ACKERMAN, Director and Member, Auditing and Human Resources
Committees
President and Chief Operating Officer, Corning Incorporated
(manufacturer of specialty materials, communication equipment and
consumer products), One Riverfront Plaza, Corning, New York; Director
(since 1993), Dow Corning Corporation (producer of silicone products),
2200 West Salzburg Road, Midland, Michigan; Director, The Pittson
Company (mining and marketing of coal for electric utility and steel
industries) One Pickwick Plaza, Greenwich, Connecticut.
JAMES R. BIRLE, Director, Chairman, Dividend Policy Committee and
Member, Investment Committee
President and Founder (since 1994), Resolute Partners, Incorporated
(private merchant bank), 2 Greenwich Plaza, Suite 100, Greenwich
Connecticut; General Partner (1988-
<PAGE>
1994), The Blackstone Group; Co-Chairman and Chief Executive Officer,
Wickes Companies, Inc. (diversified manufacturer and distributor),
3340 Ocean Park Boulevard, Santa Monica, California; Director: Drexel
Industries, Inc., Connecticut Health and Education Facilities
Authority, and Transparency International; Trustee, Villanova
University and The Sea Research Foundation; Director (1991-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
FRANK C. CARLUCCI, III, Director and Member, Board Affairs and
Dividend Policy Committee
Chairman (since 1993), Vice Chairman (1989-1993), The Carlyle Group
(merchant banking corporation), 1001 Pennsylvania Avenue, N.W.,
Washington, D.C.; Director: Ashland Inc. (producer of petroleum
products), 1000 Ashland Drive, Russell, Kentucky; BDM International,
Inc. (professional and technical services to public and private
sector), 7915 Jones Branch Drive, McLean, Virginia; Bell Atlantic
Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; CB Commercial Real Estate Group, Inc. (real estate
broker subsidiary of Carlyle Holding Corporation), 533 Fremont Avenue,
Los Angeles, California; East New York Savings Bank; General Dynamics
Corporation (manufacturer of military equipment), 3190 Fairview Park
Drive, Falls Church, Virginia; Kaman Corporation (diversified
manufacturer), 1332 Blue Hills Avenue, Bloomfield, Connecticut;
Neurogen Corporation; Northern Telecom Ltd. (digital
telecommunications systems), 2920 Matheson Boulevard East,
Mississauga, Ontario, Canada; The Quaker Oats Company (manufacturer of
food products), 321 North Clark Street, Chicago, Illinois; The Rand
Corporation; Sun Resorts Ltd., N.V.; Westinghouse Electric Corporation
(electronic systems, electric power generating equipment and
broadcasting), 11 Stanwix Street, Pittsburgh, Pennsylvania; Director
(1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
GENE Q. CHAO, Director and Member, Auditing and Dividend Policy
Committees
Chairman and Chief Executive Officer (since 1991), Computer
Projections, Inc. 733 S.W. Vista Avenue, Portland, Oregon; Chairman
and Chief Executive Officer
<PAGE>
(1990), American Leadership Forum (non-profit leadership and community
building organization); Director (1990-1996), Connecticut Mutual Life
Insurance Company, 140 Garden Street, Hartford, Connecticut.
PATRICIA DIAZ DENNIS, Director and Member Auditing and Human Resources
Committee
Senior Vice President and Assistant General Counsel (since 1995), SBC
Communications Inc. (telecommunications), 175 East Houston, San
Antonio, Texas; Special Counsel-Communication Law Matters (1993-1995),
Sullivan & Cromwell (law firm), 1701 Pennsylvania Avenue, N.W.,
Washington, D.C.; Assistant Secretary of State for Human Rights an
Humanitarian Affairs (1992-1993), U.S. Department of State,
Washington, D.C.; Trustee (since 1995), Federal Communications Bar
Association Foundation; Trustee (since 1993), Radio and Television
News Directors Foundation; Director (since 1993), National Public
Radio; Director (since 1991), Reading Is Fundamental; Director (since
1989), Foundation for Women's Resources; Trustee (since 1991), Tomas
Rivera Center; Director (1995-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
ANTHONY DOWNS, Director and Member, Dividend Policy and Investment
Committees
Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director:
The Pittway Corporation (publications and security equipment), 200
South Wacker Drive, Suite 700, Chicago, Illinois; National Housing
Partnerships Foundation (non-profit organization to own and manage
rental housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford
Properties, Inc. (real estate investment trust), 3658 Mt. Diable
Boulevard, Lafayette, California; General Growth Properties, Inc.
(real estate investment trust), 215 Keo Way, Des Moines, Iowa; NAACP
Legal and Educational Defense Fund, Inc. (civil rights organization),
99 Hudson Street, New York, New York; Consultant, Aetna Realty
Investors (real estate investments), 242 Trumbull Street, Hartford,
Connecticut; and Salomon Brothers Inc (investment banking), 7 World
Trade Center, New York, New York; Trustee: Urban Institute (public
policy research organization), 2100 M
<PAGE>
Street, N.W., Washington, D.C. and Urban Land Institute (educational
and research organization, 625 Indiana Avenue, N.W., Washington, D.C.
JAMES L. DUNLAP, Director and Member, Human Resources and Board
Affairs Committees
Senior Vice President of Texaco, Inc. (producer of petroleum
products), 2000 Westchester Avenue, White Plains, New York and
President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS, Director and Member, Auditing and Investment
Committees
Senior Fellow (since 1995) Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995)
and Chief Executive Officer (1983-1993), Northeast Utilities (electric
utility), 107 Selden Street, Berlin, Connecticut; Director (since
1991), The Hartford Steam Boiler Inspection and Insurance Company
(property and casualty insurer), One State Street, Hartford,
Connecticut; Director (since 1996), Advest Group, Inc. (financial
services holding company), 280 Trumbull Street, Hartford, Connecticut;
Director (since 1995), Catalytica Combustion Systems, Inc.; Director ,
The National Museum of National History of the Smithsonian
Institution, Washington, D.C.; Director (1985-1996), Connecticut
Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
ROBERT M. FUREK, Director and Member, Dividend Policy and Investment
Committees
President and Chief Executive Officer, Heublein, Inc. (beverage
distributor), 450 Columbus Boulevard, Hartford, Connecticut; Director,
The Dexter Corporation (producer of specialty chemicals and papers),
One Elm Street, Windsor Locks, Connecticut; Corporator, Hartford
Hospital and The Bushnell Memorial, Hartford, Connecticut; Trustee,
Colby College, Mayflower Hill Drive, Waterville Maine; Director (1990-
1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
CHARLES K. GIFFORD, Director and Member, Investment and Auditing
Committees
<PAGE>
Chairman and Chief Executive Officer (since 1995) and President, The
First National Bank of Boston and Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; Director,
Member of Audit Committee, Boston Edison Co. (public utility electric
company), 800 Boylston Street, Boston, Massachusetts.
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee
Managing Director, Griggs & Santow Inc. (business consultants) 75 Wall
Street, New York, New York; Director, T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma,
Trustee (1983-1991), MassMutual Integrity Funds (open-end investment
company advised by MassMutual).
JAMES G. HARLOW, JR., Director and Member, Auditing and Board Affairs
Committee
Chairman, Chief Executive Officer (since 1995), and President (1973-
1995), Oklahoma Gas and Electric Company (electric utility), Corporate
Tower, 101 N. Robinson, Oklahoma City, Oklahoma; Director, Fleming
Companies (wholesale food distributors), 6301 Waterford Boulevard,
Oklahoma City, Oklahoma; Director (since 1994), Associated Electric &
Gas Insurance Services Limited, Harborside Financial Center, 700 Plaza
Two, Jersey City, New Jersey.
GEORGE B. HARVEY, Director, Chairman, Human Resources Committee and
Member, Board Affairs Committee
Chairman, President and Chief Executive Officer, Pitney Bowes, Inc.
(office machines manufacturer), One Elmcroft Road, Stamford,
Connecticut; Director: Merrill Lynch & Co., Inc. (financial services
holding company), 250 Vesey Avenue, World Financial Center, North
Tower, New York, New York; The McGraw Hill Companies (multimedia
publishing and information services), 1221 Avenue of the Americas, New
York, New York; Stamford Hospital, Stamford, Connecticut; Pfizer, Inc.
(pharmaceutical and health-care products), 235 East 42nd Street, New
York, New York; The Catalyst; Member, Board of Overseers, Wharton
School of Finance, University of Pennsylvania; Director (1989-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
<PAGE>
BARBARA B. HAUPTFUHRER, Director, Member Board Affairs and Investment
Committees
Director and Member, Compensation, Nominating and Audit Committees,
The Vanguard Group of Investment Companies including among others the
following funds: Vanguard/Windsor Fund, Vanguard/Wellington Fund,
Vanguard/Morgan Growth Fund, Vanguard/Wellesley Income Fund,
Vanguard/Gemini Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond
Fund, Vanguard Fixed Income Securities Fund, Vanguard Index Trust,
Vanguard World Fund, Vanguard/Star Fund, Vanguard Ginnie Mae Fund,
Vanguard/Primecap Fund, Vanguard Convertible Securities Fund, Vanguard
Quantitative Fund, Vanguard/Trustees Commingled Equity Fund,
Vanguard/Trustees Commingled Fund-International, Vanguard Money Market
Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and
Vanguard Equity Income Fund (principal offices, Drummers Lane, Valley
Forge, Pennsylvania); Director, Chairman of Retirement Benefits
Committee and Pension Fund Investment Review - USA and Canada and
Member, Audit, Finance and Executive Committees, The Great Atlantic
and Pacific Tea Company, Inc. (operator of retail food stores), 2
Paragon Drive, Montvale, New Jersey; Director, Chairman of Nominating
Committee and Member, Compensation Committee, Knight-Ridder, Inc.
(publisher of daily newspapers and operator of cable television and
business information systems), One Herald Plaza, Miami, Florida;
Director and Member, Compensation Committee, Raytheon Company
(electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman,
Human Resources and Independent Directors Committees, Alco Standard
Corp. (diversified office products and paper distributor), 825
Duportail Road, Valley Forge, Pennsylvania.
SHELDON B. LUBAR, Director, Chairman, Board Affairs Committee and
Member, Investment Committee
Chairman, Lubar & Co. Incorporated (investment management and advisory
company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director, The Christiana Companies, Inc. (real estate development);
Director: Firstar Bank, Firstar Corporation (bank holding company),
SLX Energy, Inc. (oil and gas exploration); Member, Advisory
Committee, Venture Capital Fund, L.P. (principal offices, 777 East
Wisconsin Avenue, Milwaukee,
<PAGE>
Wisconsin); Director: Grey Wolf Drilling Co. (contract oil and gas
drilling), 2000 Post Oak Boulevard, Houston, Texas; Marshall Erdman
and Associates, Inc. (design, engineering, and construction firm),
5117 University Avenue, Madison, Wisconsin; MGIC Investment
Corporation (investment company), MGIC Plaza, 111 E. Kilbourn Avenue,
Milwaukee, Wisconsin; Director (since 1995), Energy Ventures, Inc., 5
Post Oak Park, Houston, Texas; Director (since 1993), Ameritech, Inc.
(regional holding company for telephone companies), 30 South Wacker
Drive, Chicago, Illinois; Director (1989-1995), Prideco, Inc. (drill
collar manufacturer), 6039 Thomas Road, Houston, Texas; Director
(1989-1994), Schwitzer, Inc. (holding company for engine parts
manufacturers), P.O. Box 15075, Asheville, North Carolina; and Briggs
& Stratton (small engine manufacturer) 3300 North 124th Street,
Milwaukee, Wisconsin; Director (1986-1991), Square D Company
(manufacturer of electrical equipment and electronics products),
Executive Plaza, Palatine, Illinois and Milwaukee Insurance Group,
Inc., 809 W. Michigan Street, Milwaukee, Wisconsin; Director (1987-
1991), Lubar Management, Inc. (investment company) 777 East Wisconsin
Avenue, Milwaukee, Wisconsin.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board
Affairs Committees
Senior Executive Vice President (since 1995), Lucent Technologies,
Inc. (public telecommunications systems and software), 600 Mountain
Road, Murray Hill, New Jersey; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995) and Network
Systems Group (1993-1994), AT&T (global communications and network
computing company), 295 North Maple Avenue, Basking Ridge, New Jersey;
Group Executive and President (1989-1993), AT&T Network Systems
(manufacturer and marketer of network telecommunications equipment),
475 South Street, Morristown, New Jersey; Member (since 1996),
Advisory Council, Graduate School of Business, Stanford University,
Stanford, California.
JOHN F. MAYPOLE, Director and Member, Board Affairs and Human
Resources Committee
Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner
<PAGE>
of family businesses (including Maypole Chevrolet-Geo, Inc. and South
Georgia Car Rentals, Inc.); Director, Chairman, Finance Committee and
Member, Executive Committee and Human Resources Committee on
Directors, Bell Atlantic Corporation (telecommunications), 1717 Arch
Street, Philadelphia, Pennsylvania; Director and Chairman,
Compensation Committee, Briggs Industries, Inc. (plumbing fixtures),
4350 W. Cypress Street, Tampa, Florida; Director, Chairman, Audit
Committee and Member, Compensation Committee, Blodgett Corporation;
Director, Chairman, Products Committee and Member, Compensation and
Audit Committee, Igloo Corporation (portable coolers), 1001 W. Sam
Houston Parkway North, Houston, Texas; Director and Member, Senior
Management Committee, Dan River, Inc. (textile manufacturer), 2291
Memorial Drive, Danville, Virginia; Director, Davies, Turner &
Company; Director (1989-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and
Auditing Committees
Retired (since 1988); former Chairman and Chief Executive Officer,
Collins & Aikman Corp. (manufacturer of textile products) 210 Madison
Avenue, New York, New York; Director: Bankers Trust New York Corp.
(bank holding company) and Bankers Trust Company (principal offices,
280 Park Avenue, New York, New York); Melville Corporation (specialty
retailer), One Theall Road, Rye, New York.
JOHN J. PAJAK, Vice Chairman, Director and Member, Dividend Policy and
Investment Committees
Vice Chairman, Director and Chief Administrative Officer (since 1996),
Executive Vice President (1987-1996) of MassMutual; Director (since
1994): MassMutual Holding Company and MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiaries of MassMutual);
MassMutual Holding Company Two MSC, Inc. (wholly-owned holding company
subsidiary of MassMutual Holding Company Two, Inc.); and Mirus
Insurance Company (formerly MML Pension Insurance Company, a wholly-
owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1995), National Capital Health Plan,
Inc. (health maintenance organization),
<PAGE>
Washington, D.C.
BARBARA S. PREISKEL, Director and Member, Auditing and Human Resources
Committees
Attorney-at-Law, 60 East 42nd Street, New York, New York; Director:
Textron, Inc. (diversified manufacturing company), 40 Westminster
Street, Providence, Rhode Island; General Electric Company
(diversified manufacturer electrical products), 3135 Easton Turnpike,
Fairfield, Connecticut; The Washington Post Company (publisher of
daily newspaper), Washington, D.C.; American Stores Company (operator
of supermarkets and drugstores), 709 East South Temple, Salt Lake
City, Utah.
DAVID E. SAMS, JR., President, Chief Operating Officer, Director and
Member, Board Affairs, Dividend Policy and Investment Committee
President, Chief Operating Officer and Director (since 1996) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chairman
(1994-1996), President and Chief Executive Officer (1993-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut; President and Chief Executive Officer-Agency
Group (1987-1993), Providian Corporation (formerly Capital Holding
Corporation, a holding company for insurance companies), Louisville,
Kentucky; Director (since 1995), Health Insurance of Vermont, Inc. and
Kentucky Medical Insurance Company; Director (1995), United States
Chamber of Commerce; Corporator, Saint Francis Hospital and Medical
Center, Hartford, Connecticut.
THOMAS B. WHEELER, Chairman, Chief Executive Officer, Chairman,
Investment Committee and Member, Dividend Policy and Board Affairs
Committees
Chairman (since 1996), Chief Executive Officer (since 1988), and
President (1987-1996) of MassMutual; Chairman and Chief Executive
Officer (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Chairman of the Board of Directors (since 1994),
Mirus Insurance Company (formerly MML Pension Insurance Company, a
wholly-owned insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts);
<PAGE>
Director, The First National Bank of Boston and Bank of Boston
Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts and Massachusetts Capital Resources Company, 545
Boylston Street, Boston, Massachusetts; Chairman and Director,
Oppenheimer Acquisition Corp. (parent of Oppenheimer Management
Corporation, an investment management company), Two World Trade
Center, New York, New York; Director (since 1993), Textron, Inc.
(diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island; Chairman of the Board of Directors (1992-
1995), Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), One Memorial
Drive, Cambridge, Massachusetts.
ALFRED M. ZEIEN, Director and Member Board Affairs and Human Resources
Committees
Chairman and Chief Executive Officer, The Gillette Company
(manufacturer of personal care products), Prudential Tower Building,
Boston, Massachusetts; Director: Polaroid Corporation (manufacturer of
photographic products), 549 Technology Square, Cambridge,
Massachusetts; Repligen Corporation (biotechnology), One Kendall
Square, Cambridge, Massachusetts; Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; and
Raytheon Corporation (electronics manufacturer), 141 Spring Street,
Lexington, Massachusetts; Trustee, University Hospital of Boston,
Massachusetts; Trustee (since 1994), Marine Biology Laboratory and
Woods Hole Oceanographic Institute, Woods Hole, Massachusetts.
Executive Vice Presidents
LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), and Senior Vice
President and Associate General Counsel (1988-1992) of MassMutual;
Director (since 1993), MassMutual Holding Company and Director (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiaries of MassMutual); Director (since 1994): MassMutual
Holding Company Two MSC, Inc. (wholly-owned holding company
<PAGE>
subsidiary of MassMutual Holding Company Two, Inc.) and Mirus
Insurance Company (formerly MML Pension Insurance Company, a wholly-
owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1994), Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estate investment adviser subsidiary
of MassMutual Holding Company), 1500 Main Street, Suite 1400,
Springfield, Massachusetts; Director (since 1993), Sargasso Mutual
Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton,
Bermuda; MassMutual of Ireland, Ltd. (wholly-owned subsidiary of
MassMutual Holding Company Two MSC, Inc. to provide group insurance
claim services), IDA Industrial Estate, Tipperary Town, Ireland;
Chairman (since 1994), Director (since 1993), MML Reinsurance
(Bermuda) Ltd. (wholly-owned property and casualty reinsurance
subsidiary of MassMutual Holding Company) and Director (since 1995),
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance
products in overseas markets) (principal offices, 41 Cedar Avenue,
Hamilton, Bermuda).
JOHN B. DAVIES, Executive Vice President
Executive Vice President (since 1994), Associate Executive Vice
President (1993-1994), General Agent (1982-1993) of MassMutual, 1295
State Street, Springfield, Massachusetts; Director (since 1994), MML
Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company), MML Insurance Agency, Inc. (wholly-owned
subsidiary of MML Investors Services, Inc.), MML Insurance Agency of
Ohio, Inc. (subsidiary of MML Insurance Agency, Inc.) and Director
(since 1995), MML Insurance Agency of Nevada, Inc. (subsidiary of MML
Insurance Agency, Inc.) (principal offices, 1414 Main Street,
Springfield, Massachusetts); Director (since 1994), Cornerstone Real
Estate Advisers, Inc. (wholly-owned real estate investment adviser
subsidiary of MassMutual Holding Company), 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director (since 1994), Life
Underwriter Training Council, 7625 Wisconsin Avenue, Bethseda,
Maryland.
DANIEL J. FITZGERALD, Executive Vice President, Corporate Financial
Operations
<PAGE>
Executive Vice President, Corporate Financial Operations (since 1994),
Senior Vice President (1991-1994) of MassMutual; Vice President (since
1994), Director (since 1993), MassMutual Holding Company; and Vice
President and Director (since 1994), MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiaries of MassMutual); Vice
President and Director (since 1994): MassMutual Holding Company Two
MSC, Inc. (wholly-owned holding company subsidiary of MassMutual
Holding Company Two, Inc.); Director (since 1994), Mirus Insurance
Company (formerly MML Pension Insurance Company, a wholly-owned
insurance subsidiary of MassMutual Holding Company Two MSC, Inc.); MML
Bay State Life Insurance Company (wholly-owned insurance subsidiary of
MassMutual); MML Realty Management Corporation (wholly-owned real
estate management subsidiary of MassMutual Holding Company); Director
(since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Director (1994-1995), MML Real Estate
Corporation (wholly-owned real estate management subsidiary of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director (since 1994), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts; Director and Member, Compensation Committee (since
1994), Cornerstone Real Estate Advisers, Inc., 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director, and Member, Audit and
Compensation Committees (since 1994), MML Investors Services, Inc.
(wholly-owned broker dealer subsidiary of MassMutual Holding Company)
and Director (1992-1993), MML Insurance Agency, Inc. (wholly-owned
subsidiary of MML Investors Services, Inc.) (principal offices, 1414
Main Street, Springfield, Massachusetts) Director (since 1994),
MassMutual of Ireland, Ltd. (wholly-owned subsidiary of MassMutual
Holding Company Two MSC, Inc. to provide group insurance claim
services), IDA Industrial Estate, Tipperary Town, Ireland.
LAWRENCE L. GRYPP, Executive Vice President
Executive Vice President of MassMutual; Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers)
(principal offices, 1295 State Street, Springfield, Massachusetts);
Chairman and Member Executive and Compensation Committees, MML
Investors
<PAGE>
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual
Holding Company) and Director (1991-1993), MML Insurance Agency
(wholly-owned insurance subsidiary of MML Investors Services, Inc.)
(principal offices, 1414 Main Street, Springfield, Massachusetts);
Director, Oppenheimer Acquisition Corp. (parent of Oppenheimer
Management Corporation, an investment management company), Two World
Trade Center, New York, New York: Director (since 1993), Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary
of MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts; Trustee, The American College, Bryn Mawr, Pennsylvania.
JAMES E. MILLER, Executive Vice President
Executive Vice President of MassMutual; President, Director and Chief
Executive Officer (since 1994), Mirus Insurance Company (formerly MML
Pension Insurance Company, a wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices, 1295
State Street, Springfield, Massachusetts); Chairman (since 1994) and
Director, MassMutual of Ireland Ltd. (wholly-owned subsidiary of
MassMutual Holding Company Two MSC, Inc. to provide group insurance
claim services), IDA Industrial Estate, Tipperary Town, Ireland;
Director (since 1995), National Capital Health Plan, Inc. (health
maintenance organization), Washington, D.C.; Director: Benefit Panel
Services, 888 South Figueroa Street, Los Angeles, California; and
National Capital Preferred Provider Organization, 7979 Old Georgetown
Road, Bethesda, Maryland; Director (since 1994), Sloan's Lake
Management Corp. (preferred provider organization), 1355 South
Colorado Boulevard, Denver, Colorado; Vice President and Treasurer,
Dental Learning Systems, New York, New York; Director (1990-1994), The
Ethix Corporation, 12655 Southwest Center, Suite 180, Beaverton,
Oregon.
JOHN M. NAUGHTON, Executive Vice President
Executive Vice President of MassMutual; Trustee and Member, Investment
Pricing Committee (since 1994), MassMutual Institutional Funds (open-
end investment company); Director (since 1995), DLB Acquisition
Corporation (holding company for investment advisers) (principal
offices, 1295 State Street, Springfield,
<PAGE>
Massachusetts); Chairman (since 1995) and Trustee, Springfield
Institution for Savings, 1441 Main Street, Springfield, Massachusetts;
Trustee, BayState Health Systems, 759 Chestnut Street, Springfield,
Massachusetts; and American International College, 1000 State Street,
Springfield, Massachusetts; Director, Oppenheimer Acquisition Corp.
(parent of Oppenheimer Management Corporation, an investment
management company), Two World Trade Center, New York, New York;
Director (since 1993), Association of Private Pension and Welfare
Plans; Trustee (since 1994), University of Massachusetts, Amherst,
Massachusetts; Director (1992-1995), Concert Capital Management, Inc.
(wholly-owned investment advisory subsidiary of MassMutual Holding
Company), One Memorial Drive, Cambridge, Massachusetts and Colebrook
Group (commercial real estate management and development), 1441 Main
Street, Springfield, Massachusetts.
GARY E. WENDLANDT, Executive Vice President and Chief Investment
Officer
Chief Investment Officer (since 1993), Executive Vice President (since
1992) Senior Vice president (1983-1992) of MassMutual; Chairman (since
1995), Trustee (since 1986) and President (1983-1995), MassMutual
Corporate Investors and Chairman (since 1995), Trustee (since 1988)
and President (1988-1995), MassMutual Participation Investors (closed-
end investment companies); Chairman (since 1995), Vice Chairman and
Trustee (1993-1995) and President (1988-1993), MML Series Investment
Fund (open-end investment company); Chairman, Chief Executive Officer
and Member, Investment Pricing Committee (since 1994), MassMutual
Institutional Funds (open-end investment company); Chairman and Chief
Executive Officer (since 1994), President (since 1993) and Director,
MassMutual Holding Company (wholly-owned holding company subsidiary of
MassMutual); Chairman, President and Chief Executive Officer (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiary of MassMutual); Chairman and President (since
1994), Chief Executive officer (since 1995), MassMutual Holding
Company Two MSC, Inc. (wholly-owned holding company subsidiary of
MassMutual Holding Company Two, Inc.); Chairman (since 1994) and
Director (since 1993), MML Realty Management Corporation (wholly-owned
real estate management subsidiary of MassMutual Holding Company);
President and Director (since 1995), DLB
<PAGE>
Acquisition Corporation (holding company for investment advisers);
Chairman (1994-1995) and Director (1993-1995), MML Real Estate
Corporation (wholly-owned real estate management subsidiary of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman, Chief Executive Officer and
Member Executive and Compensation Committees (since 1994) and Member,
Audit Committee (since 1995), Cornerstone Real Estate Advisers, Inc.,
1500 Main Street, Springfield, Massachusetts; President and Chief
Executive Officer (since 1994) and Director, Concert Capital
Management, Inc. One Memorial Drive, Cambridge, Massachusetts;
Director, Oppenheimer Acquisition Corporation (parent of Oppenheimer
Management Corporation, an investment management company), Two World
Trade Center, New York, New York; Supervisory Director,
MassMutual/Carlson CBO N.V. (collateralized bond fund), 6 John
Gorsiraweg, P.O. Box 3889, Willemstad, Curacao, Netherlands Antilles;
Director, Merrill Lynch Derivative Products, Inc., World Financial
Center, North Tower, New York, New York; Director (since 1994),
MassMutual Corporate Value Partners Limited (investor in debt and
equity securities) and MassMutual Corporate Value Limited (parent of
MassMutual Corporate Value Partners Limited) (principal offices, c/o
BankAmerica Trust and Banking Corporation, Box 1096, George Town,
Grand Cayman, Cayman Islands, British West Indies); Director (since
1995), Mass Seguros de Vida, S.A., Huerfanos No.770, Santiago, Chile;
President and Director (since 1995), MassMutual International
(Bermuda) Ltd. (wholly-owned subsidiary of MassMutual Holding Company
that distributes variable insurance products in overseas markets), 41
Cedar Avenue, Hamilton, Bermuda.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
-------------------------------------------------------------------
Registrant
----------
The assets of the Registrant, under state law, are assets of
MassMutual.
The Registrant may also be deemed to be under common control with the
following separate accounts which are registered as unit investment
trusts under the Investment Company Act of 1940: Massachusetts Mutual
Variable Annuity Fund 1, Massachusetts Mutual Variable Annuity Fund 2,
Massachusetts Mutual Variable Annuity Separate Account 1,
Massachusetts Mutual Variable Annuity
<PAGE>
Separate Account 2, Massachusetts Mutual Variable Annuity Separate
Account 3, Massachusetts Mutual Variable Life Separate Accounts I and
II, MML Bay State Variable Annuity Separate Account 1, MML Bay State
Variable Life Separate Account I, Panorama Separate Account, CML
Variable Annuity Account A, CML Variable Annuity Account B, CML
Accumulation Annuity Account E, Connecticut Mutual Variable Life
Separate Account I, Panorama Plus Separate Account, C.M. Multi-Account
A, C.M. Life Variable Life Separate Account A, and CML/OFFITBANK
Separate Account. The Registrant may also be deemed to control MML
Series Investment Fund, a Massachusetts business trust which is
registered as an open-end, diversified, management investment company
under the Investment Company Act of 1940. The Registrant may also be
deemed to be under common control of the following separate accounts
which are exempt from registration requirements of the Investment
Company Act of 1940: MML Bay State Variable Life Separate Account II,
MML Bay State Variable Life Separate Account III, and MML Bay State
Variable Life Separate Account IV.
The following entities are, or may be deemed to be, controlled by
MassMutual through the direct or indirect ownership of such entities'
stock.
1. MassMutual Holding Company, a Delaware corporation, all the stock
of which is owned by MassMutual.
2. MassMutual Holding Company Two, Inc., a Massachusetts corporation,
all the stock of which is owned by MassMutual.
3. MML Series Investment Fund, a registered open-end investment
company organized as a Massachusetts business trust, all of the
shares of which are owned by separate accounts of MassMutual and
companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end investment
company organized as a Massachusetts business trust, all of the
shares are owned by MassMutual.
<PAGE>
5. MML Bay State Life Insurance Company, a Missouri corporation, all
the stock of which is owned by MassMutual.
6. DHC, Inc., a Connecticut holding company, all the stock of which
is owned by MassMutual.
7. CM Assurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.
8. CM Benefit Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
9. C.M. Life Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
10. CM Transnational, S.A., a Luxembourg corporation that sells life
insurance endowments and annuity contracts. MassMutual owns 99.7%
of the outstanding shares and DHC, Inc. owns the remaining 0.3% of
the shares.
11. Connecticut Mutual Investment Accounts, Inc., a registered open-
end investment company organized as a Maryland corporation.
MassMutual and its subsidiaries own approximately 30% of the
outstanding shares.
12. Sunriver Properties, Inc., an inactive Oregon corporation, whose
name is associated with a development project. MassMutual owns
all the shares of outstanding stock.
13. Connecticut Mutual Financial Services Series Fund I, Inc., a
registered open-end investment company organized as a Maryland
corporation. Shares of the fund are sold only to MassMutual and
its affiliates.
14. Connecticut Mutual Financial Services, LLC, a registered broker-
dealer incorporated as a limited liability company in Connecticut.
MassMutual has a 99% ownership interest and CM Strategic Ventures
has a 1% ownership interest.
<PAGE>
15. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity
real estate advisory corporation, all the stock of which is owned
by MassMutual Holding Company.
16. DLB Acquisition Corporation ("DLB"), a Delaware corporation.
MassMutual Holding Company owns 83.7% of the outstanding capital
stock of DLB, which serves as a holding company for certain
investment advisory subsidiaries of MassMutual.
17. MML Investors Services, Inc., registered broker-dealer
incorporated in Massachusetts, all the stock of which is owned by
MassMutual Holding Company.
18. MML Realty Management Corporation, a property manager incorporated
in Massachusetts, all the stock of which is owned by MassMutual
Holding Company.
19. MassMutual International, Inc., a Delaware holding company of
foreign insurance companies. MassMutual Holding Company owns all
of the stock of MassMutual International, Inc.
20. MML Reinsurance (Bermuda) Ltd., a property and casualty reinsurer
incorporated in Bermuda, all of the stock of which is owned by
MassMutual Holding Company.
21. MML International (Bermuda) Ltd., a writer of variable life
insurance for overseas markets that was incorporated in Bermuda,
all of the stock of which is owned by MassMutual Holding Company.
22. Mass Seguros de Vida S.A. (Chile), a life insurance company
incorporated in Chile. MassMutual Holding Company owns 33.5% of
the outstanding capital stock of Mass Seguros de Vida S.A.
23. MassLife Seguros de Vida S.A. (Argentine), a life insurance
company incorporated in Argentine. MassMutual Holding Company
owns 99.99% of the outstanding capital stock of MassLife Seguros
de Vida S.A.
<PAGE>
24. Oppenheimer Acquisition Corporation is a Delaware corporation
("OAC"). MassMutual Holding Company owns 81.3% of the capital
stock of OAC, which serves as a holding company for
Oppenheimerfunds, Inc.
25. Charter Oak Capital Management, Inc., a Delaware corporation, is a
registered investment adviser. MassMutual Holding Company owns
80% of the outstanding shares of Charter Oak Capital Management,
Inc.
26. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve
as a general partner of the Westheimer 335 Suites Limited
Partnership. MassMutual Holding Company owns all the stock of
Westheimer 335 Suites, Inc.
27. CM Advantage, Inc., a Connecticut corporation that acts as a
general partner in real estate limited partnerships. DHC, Inc.
owns all of the outstanding stock.
28. CM Insurance Services, Inc., a licensed insurance broker
incorporated in Connecticut, all of the stock of which is owned by
DHC, Inc.
29. G.R. Phelps & Company, Inc., a registered investment adviser
incorporated in Connecticut, all the stock of which is owned by
DHC, Inc.
30. CM International, Inc., a Delaware corporation that holds a
mortgage pool and issues collateralized bond obligations. DHC,
Inc. owns all the outstanding stock.
31. CM Property Management, Inc., a Connecticut real estate holding
company, all the stock of which is owned by DHC, Inc.
32. State House 1 Corporation, a Delaware corporation, that acts as a
general partner of CML Investments I L.P. and State House I L.P.
DHC, Inc. owns all the outstanding stock.
<PAGE>
33. Urban Properties, Inc., a Delaware real estate holding and
development company, all the stock of which is owned by DHC, Inc.
34. MassMutual Holding Company Two MSC, Inc., a Massachusetts
corporation, all the stock of which is owned by MassMutual Holding
Company Two, Inc.
35. Mirus Insurance Company, a Delaware life and health insurer, all
the stock of which is owned by MassMutual Holding Company Two MSC,
Inc.
36. MassMutual of Ireland, Ltd., incorporated in the Republic of
Ireland, to operate a group life and health claim office for
MassMutual. MassMutual Holding Company Two MSC, Inc. owns all of
the stock of MassMutual of Ireland, Ltd.
37. National Capital Health Plan, Inc., a Virginia corporation, of
which MassMutual Holding Company Two MSC, Inc. owns 62% of the
outstanding shares of stock.
38. National Capital Preferred Provider Organization, Inc., a Maryland
corporation, of which MassMutual Holding Company Two MSC, Inc.
owns 55% of the outstanding shares of stock.
39. Benefit Panel Services, Inc., a California health-care provider
corporation, of which MassMutual Holding Company Two MSC, Inc.
owns 28% of the outstanding shares of stock.
40. Sloan's Lake Management Corp, a Colorado health-care provider
corporation of which MassMutual Holding Company Two MSC, Inc. owns
21% of the outstanding shares of stock.
41. Concert Capital Management, Inc., a registered investment adviser
incorporated in Massachusetts, all the stock of which is owned by
DLB Acquisition Corporation.
<PAGE>
42. David L. Babson and Company, Incorporated, a registered investment
adviser incorporated in Massachusetts, all of the stock of which
is owned by DLB Acquisition Corporation.
43. Babson Securities Corporation, a registered broker-dealer
incorporated in Massachusetts, all of the stock of which is owned
by David L. Babson and Company, Incorporated.
44. Potomac Babson Incorporated, a Massachusetts corporation, is a
registered investment adviser. David L. Babson and Company
Incorporated owns 60% of the outstanding shares of Potomac Babson
Incorporated.
45. MML Insurance Agency, Inc., a licensed insurance broker
incorporated in Massachusetts, all of the stock of which is owned
by MML Investors Services, Inc.
46. MML Securities Corporation, a Massachusetts securities
corporation, all of the stock of which is owned by MML Investors
Services, Inc.
47. MML Insurance Agency of Nevada, Inc., a Nevada corporation, all of
the stock of which is owned by MML Insurance Agency, Inc.
48. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Ohio. The
outstanding capital stock is controlled by MML Insurance Agency,
Inc. by means of a voting trust.
49. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Texas. The
outstanding capital stock is controlled by MML Insurance Agency,
Inc. by means of a voting trust.
50. CM Insurance Services, Inc. (Arkansas), a licensed insurance
broker incorporated in Arkansas, all of the stock of which is
owned by CM Insurance Services, Inc.
<PAGE>
51. CM Insurance Services, Inc. (Texas) a licensed insurance broker
incorporated in Texas. CM Insurance Services, Inc. controls 100%
of the shares of outstanding stock by means of a voting trust.
52. Diversified Insurance Services Agency of America, Inc. (DISA
Ohio), a licensed insurance broker incorporated in Ohio. CM
Insurance Services, Inc. controls 100% of the shares of
outstanding stock by means of a voting trust.
53. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a licensed insurance broker incorporated in
Massachusetts. CM Insurance Services, Inc. owns all the shares of
outstanding stock.
54. Diversified Insurance Services Agency of America, Inc. (DISA
Alabama), a licensed insurance broker incorporated in Alabama. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
55. Diversified Insurance Services Agency of America, Inc. (DISA New
York), a licensed insurance broker incorporated in New York. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
56. Diversified Insurance Services Agency of America, Inc. (DISA
Hawaii), a licensed insurance broker incorporated in Hawaii. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
57. MassMutual Corporate Value Limited, a Cayman Islands corporation
that owns approximately 93% of MassMutual Corporate Value Partners
Limited. MassMutual Holding Company owns 43.68% of the
outstanding capital stock of MassMutual Corporate Value Limited.
58. CM Strategic Ventures, Inc., a Connecticut corporation that serves
as general partner in limited partnerships, all of the stock of
which is owned by G. R. Phelps & Co., Inc.
<PAGE>
59. CML Investments I Corp., a Delaware corporation organized to issue
and sell notes and bonds secured by non-investment grade corporate
debt obligations. CML Investments I L.P. owns all the outstanding
stock.
60. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer
Integrity Funds, a Massachusetts business Trust. OVSF is a
registered open-end investment company of which MassMutual owns
29% of the outstanding shares of beneficial interest.
61. OppenheimerFunds, Inc., a registered investment adviser
incorporated in Colorado, all of the stock of which is owned by
Oppenheimer Acquisition Corporation.
62. Centennial Asset Management Corporation, a Delaware corporation
that serves as the investment adviser and general distributor of
the Centennial Funds. Oppenheimer Management Corporation owns all
the stock of Centennial Asset Management Corporation.
63. HarbourView Asset Management Corporation, a registered investment
adviser incorporated in New York, all the stock of which is owned
by Oppenheimer Management Corporation.
64. Main Street Advisers, Inc., a Delaware corporation, all the stock
of which is owned by Oppenheimer Management Corporation.
65. OppenheimerFunds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by
Oppenheimer Management Corporation.
66. Oppenheimer Partnership Holdings, Inc., a Delaware holding
company, all the stock of which is owned by Oppenheimer Management
Corporation.
67. Shareholder Financial Services, Inc., a transfer agent
incorporated in Colorado, all the stock of which is owned by
Oppenheimer Management Corporation.
<PAGE>
68. Shareholder Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by Oppenheimer
Management Corporation.
69. Centennial Capital Corporation, a former sponsor of unit
investment trust incorporated in Delaware, all the stock of which
is owned by Centennial Asset Management Corporation.
MassMutual is the investment adviser to the following investment
companies, and as such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end
Massachusetts business trust.
2. MassMutual Participation Investors, a registered closed-end
Massachusetts business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts
business trust, all of the shares are owned by separate accounts
of MassMutual and companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end
Massachusetts business trust, all of the shares are owned by
MassMutual.
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation
that issued Collateralized Bond Obligations on or about May 1,
1991, owned equally by MassMutual interests (MassMutual and
MassMutual Holding Company) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Ltd., an off-shore
unregistered investment company.
Item 27. Number of Contract Owners
-------------------------
As of February 20, 1996, 1,268 Separate Account 2 Contracts were in
force.
<PAGE>
Item 28. Indemnification
---------------
MassMutual directors and officers are indemnified under its by-laws.
No indemnification is provided with respect to any liability to any
entity which is registered as an investment company under the
Investment Company Act of 1940 or to the security holders thereof,
where the basis for such liability is willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of MassMutual pursuant to the foregoing
provisions, or otherwise, MassMutual has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
MassMutual of expenses incurred or paid by a director, officer or
controlling person of MassMutual in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
MassMutual will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
Item 29. Principal Underwriters
----------------------
(a) MML Investors Services, Inc., a wholly owned subsidiary of MassMutual,
also acts as principal underwriter for the Variable Life Plus segment
of Massachusetts Mutual Variable Life Separate Account I and for the
Variable Life Plus segment of MML Bay State Variable Life Separate
Account I.
(b) See response to Item 25.
<PAGE>
(c) See the section captioned "Service Arrangements and Distribution" in
the Statement of Additional Information.
Item 30. Location of Accounts and Records
--------------------------------
All accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are maintained by the Registrant through
Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111.
Item 31. Management Related Services
---------------------------
None
Item 32. Undertakings
------------
(a) Registrant undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that
the audited financial statements in the Registration Statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
(b) Registrant undertakes to include either (1) as part of any application
to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information,
or (2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to send for a
Statement of Additional Information;
(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Annuity Separate Account 2, certifies that it
meets all of the requirements for effectiveness of this Post-Effective Amendment
No. 15 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused
this Post-Effective Amendment No. 15 to Registration Statement No. 2-75413 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 24th day of
April, 1996.
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 2
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor)
By: /s/ Thomas B. Wheeler*
---------------------------------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On April 24, 1996, as
- -------------------- Attorney-in-Fact pursuant to
*Richard M. Howe powers of attorney filed herewith.
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 15 to Registration Statement No. 2-75413 has been signed by the following
persons in the capacities and on the duties indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas B. Wheeler* Chief Executive Officer April 24, 1996
- ---------------------------- and
Thomas B. Wheeler Chairman of the Board
/s/ Daniel J. Fitzgerald* Executive Vice President, April 24, 1996
- ---------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer
/s/ Roger G. Ackerman* Director April 24, 1996
- ----------------------------
Roger G. Ackerman
/s/ James R. Birle* Director April 24, 1996
- ----------------------------
James R. Birle
<PAGE>
/s/ Frank C. Carlucci, III* Director April 24, 1996
- ----------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director April 24, 1996
- ---------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director April 24, 1996
- ----------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director April 24, 1996
- ---------------------------
Anthony Downs
/s/ James L. Dunlap* Director April 24, 1996
- ----------------------------
James L. Dunlap
/s/ William B. Ellis* Director April 24, 1996
- ----------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director April 24, 1996
- ----------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director April 24, 1996
- ----------------------------
Charles K. Gifford
/s/ William N. Griggs* Director April 24, 1996
- ----------------------------
William N. Griggs
/s/ James G. Harlow, Jr.* Director April 24, 1996
- ----------------------------
James G. Harlow, Jr.
/s/ George B. Harvey* Director April 24, 1996
- ----------------------------
George B. Harvey
<PAGE>
/s/ Barbara B. Hauptfuhrer* Director April 24, 1996
- ---------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director April 24, 1996
- ----------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director April 24, 1996
- ----------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director April 24, 1996
- ----------------------------
John F. Maypole
/s/ Donald F. McCullough* Director April 24, 1996
- ---------------------------
Donald F. McCullough
/s/ John J. Pajak* Director April 24, 1996
- ----------------------------
John J. Pajak
/s/ Barbara S. Preiskel* Director April 24, 1996
- ----------------------------
Barbara S. Preiskel
/s/ David E. Sams, Jr.* Director April 24, 1996
- ----------------------------
David E. Sams, Jr.
/s/ Alfred M. Zeien* Director April 24, 1996
- ----------------------------
Alfred M. Zeien
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact
- ---------------------------- pursuant to powers of
*Richard M. Howe attorney filed herewith.
<PAGE>
REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------
As counsel to the Registrant, I, James Rodolakis, have reviewed this Post-
Effective Amendment No. 15 to Registration Statement No. 2-75413, 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 Rodolakis
-------------------------
James Rodolakis, Attorney
Massachusetts Mutual Life
Insurance Company
<PAGE>
EXHIBIT LIST
Exhibit 99.C1 - Written consent of Coopers & Lybrand L.L.P., independent public
accountants.
Exhibit 99.5 - Powers of Attorney
Exhibit 99.6 - Schedule of Computation of Performance
Exhibit 27 - Financial Data Schedule
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in Post-Effective Amendment No. 15 to the
Registration Statement of Massachusetts Mutual Variable Annuity Separate
Account 2-Flex-Annuity segment on Form N-4 (Registration
No. 2-75413) of our report dated March 1, 1996 on our audits of the
supplemental financial statements of Massachusetts Mutual Life Insurance
Company, which, as more fully described in our report, give retroactive effect
to the merger of Massachusetts Mutual Life Insurance Company and Connecticut
Mutual Life Insurance Company, and which includes an explanatory paragraph
relating to the pending sale of a wholly-owned insurance subsidiary, and of our
reports dated February 6, 1996 on our audits of Massachusetts Mutual Variable
Annuity Separate Account 1 - Variable Annuity Fund 4 and Flex-Annuity IV
(Qualified) segments and Massachusetts Mutual Variable Annuity Separate
Account 2 - Flex-Annuity IV segment. We also consent to the reference to our
Firm under the caption "Independent Accountants" in the Statement of Additional
Information.
Springfield, Massachusetts
April 26, 1996
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Daniel J. Fitzgerald, Chief Financial Officer of Massachusetts
Mutual Life Insurance Company("MassMutual"), does hereby constitute and appoint
Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson,
and each of them individually, as his true and lawful attorneys and agents.
Such attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Chief Financial Officer of MassMutual that said attorneys and agents may deem
necessary or advisable to enable MassMutual to comply with the Securities Act of
1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as
amended (the "1940 Act"), and any rules, regulations, orders or other
requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Chief Financial Officer of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with the
Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Daniel J. Fitzgerald
- -------------------------------- --------------------------------
Daniel J. Fitzgerald Witness
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Thomas B. Wheeler, Chief Executive Officer and Chairman of the
Board of Directors of Massachusetts Mutual Life Insurance Company("MassMutual"),
does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English,
Richard M. Howe, and Michael Berenson, and each of them individually, as his
true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Chief Executive Officer and Chairman of the Board of Directors of MassMutual
that said attorneys and agents may deem necessary or advisable to enable
MassMutual to comply with the Securities Act of 1933, as amended (the "1933
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any
rules, regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies to the
registration, under the 1933 Act and the 1940 Act, of shares of beneficial
interest of MassMutual separate investment accounts (the "MassMutual Separate
Accounts"). This power of attorney authorizes such attorneys and agents to sign
the Undersigned's name on his behalf as Chief Executive Officer and Chairman of
the Board of Directors of MassMutual to the Registration Statements and to any
instruments or documents filed or to be filed with the Commission under the 1933
Act and the 1940 Act in connection with such Registration Statements, including
any and all amendments to such statements, documents or instruments of any
MassMutual Separate Account, including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Thomas B. Wheeler
- -------------------------------- --------------------------------
Thomas B. Wheeler Witness
Chief Executive Officer and
Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John J. Pajak, Vice Chairman of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Vice Chairman of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Vice Chairman of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ John J. Pajak
- -------------------------------- --------------------------------
John J. Pajak Witness
Vice Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James R. Birle, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ James R. Birle
- -------------------------------- --------------------------------
James R. Birle Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Frank C. Carlucci, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Frank C. Carlucci
- -------------------------------- --------------------------------
Frank C. Carlucci Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Gene Chao, a member of the Board of Directors of Massachusetts
Mutual Life Insurance Company("MassMutual"), does hereby constitute and appoint
Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson,
and each of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Gene Chao
- -------------------------------- --------------------------------
Gene Chao Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Patricia Diaz Dennis, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 19th day of February,
1996.
/s/ Patricia Diaz Dennis
- -------------------------------- --------------------------------
Patricia Diaz Dennis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Ellis, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ William B. Ellis
- -------------------------------- --------------------------------
William B. Ellis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Robert M. Furek, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Robert M. Furek
- -------------------------------- --------------------------------
Robert M. Furek Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, George B. Harvey, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ George B. Harvey
- -------------------------------- --------------------------------
George B. Harvey Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John F. Maypole, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ John F. Maypole
- -------------------------------- --------------------------------
John F. Maypole Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, David E. Sams, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as a member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with the
Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 19th day of February,
1996.
/s/ David E. Sams, Jr.
- -------------------------------- --------------------------------
David E. Sams, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Roger G. Ackerman, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Roger G. Ackerman
- -------------------------------- --------------------------------
Roger G. Ackerman Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Anthony Downs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Anthony Downs
- -------------------------------- --------------------------------
Anthony Downs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James L. Dunlap, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ James L. Dunlap
- -------------------------------- --------------------------------
James L. Dunlap Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Charles K. Gifford, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Charles K. Gifford
- -------------------------------- --------------------------------
Charles K. Gifford Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William N. Griggs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ William N. Griggs
- -------------------------------- --------------------------------
William N. Griggs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James G. Harlow, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ James G. Harlow, Jr.
- -------------------------------- --------------------------------
James G. Harlow, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara B. Hauptfuhrer, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March, 1996.
/s/ Barbara B. Hauptfuhrer
- -------------------------------- --------------------------------
Barbara B. Hauptfuhrer Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Sheldon B. Lubar, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Sheldon B. Lubar
- -------------------------------- --------------------------------
Sheldon B. Lubar Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Marx, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ William B. Marx, Jr.
- -------------------------------- --------------------------------
William B. Marx, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Donald F. McCullough, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Donald F. McCullough
- -------------------------------- --------------------------------
Donald F. McCullough Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara Scott Preiskel, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March, 1996.
/s/ Barbara Scott Preiskel
- -------------------------------- --------------------------------
Barbara Scott Preiskel Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Alfred M. Zeien, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ Alfred M. Zeien
- -------------------------------- --------------------------------
Alfred M. Zeien Witness
Member, Board of Directors
<PAGE>
SCHEDULE OF COMPUTATION OF PERFORMANCE
FLEX-ANNUITY
The following examples are calculated in accordance with the methods described
in the Prospectus and Statement of Additional Information:
1. Standardized Average Annual Total Return
----------------------------------------
Assuming experience from the Equity Division, Qualified Plans
$1,000 Purchase Payment on 12/31/94
A $35 Annual Administrative Fee was charged on each contract anniversary.
For this calculation, it is prorated among divisions, with 27% allocated
to the Equity Division.
The Deferred Sales Load for the first $3,000 of purchase payments on
12/31/95 would have been 10%, but this charge may not exceed 8.5% of
total purchase payments.
Dates Accumulation Unit Values
----- ------------------------
12/31/94 5.14111285
12/31/95 6.66123519
Standardized Average Annual Total Return for the period
12/31/94-12/31/95: 20.12%
Accumulated Value on 12/31/95
([1000/5.1411285] x 6.66123519) - (.27 x 35) $1,286.23
Ending Redeemable Value on 12/31/95
1286.23 - (.085 x 1000) $ 1,201.23
Standardized Average Annual Total Return, 12/31/94-12/31/95
([1201.23/1000] - 1) x 100 20.12%
2. Percentage Change in Unit Values
--------------------------------
Assuming experience from the Blend Division, Qualified Plans
Unit Value 12/31/94 3.04777368
Unit Value 12/31/95 3.71194885
Percentage Change in Unit Values for 1995: 21.79%
(3.71194885-3.04777368)/3.04777368 x 100
<PAGE>
3. 7-day Money Market Yield and Effective Yield
--------------------------------------------
Assuming experience from the Money Market Division
For the period ending 12/31/95
Unit Value 12/22/95 2.03463927
Unit Value 12/26/95 2.03554816
Unit Value 12/31/95 2.03665172
To get the change in value from 12/22/95 to 12/26/95, take 50% of
the change from 12/22/95 to 12/26/95:
([2.03554816/2.03463927]-1)(.5) 0.000223
Change in value from 12/26/95 to 12/31/95:
(2.03665172/2.03554816)-1 0.000542
Combine to get change in value from 12/24/95 to 12/31/95:
(0.000223+0.000542) 0.000765
Yield: .000765 x (365/7) x 100 = 3.99%
Effective Yield: ([1.000765]/\[365/7] -1) x 100 = 4.07%
The symbol /\ is being used to denote exponentiation.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 37,671,870
<INVESTMENTS-AT-VALUE> 45,956,886
<RECEIVABLES> 1,288,112
<ASSETS-OTHER> 253
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 47,245,251
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,264
<TOTAL-LIABILITIES> 16,264
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 47,228,987
<DIVIDEND-INCOME> 2,499,302
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 570,931
<NET-INVESTMENT-INCOME> 1,928,371
<REALIZED-GAINS-CURRENT> 1,896,136
<APPREC-INCREASE-CURRENT> 4,937,235
<NET-CHANGE-FROM-OPS> 8,761,742
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,729,706
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 45,364,134
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>