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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Dated March 19, 1997
Pursuant to Section 8(b) of the Investment Company Act of 1940
MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
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(Name of Unit Investment Trust)
1295 State Street
Springfield, Massachusetts 01111
(Address of Principal Administrative Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
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I. ORGANIZATION AND GENERAL INFORMATION
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1. (a) Furnish name of the trust and the Internal Revenue Service
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Employer Identification Number.
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The trust is the GVUL Segment of MML Bay State Variable Life
Separate Account I of MML Bay State Life Insurance Company ("the
Variable Account"). The Variable Account is a separate
investment account of MML Bay State Life Insurance Company (the
"Company" or "MML Bay State") and has no employer identification
number.
(b) Furnish title of each class or series of securities issued by the
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trust.
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The securities are variable riders electable under group flexible
premium adjustable life insurance certificates issued under group
flexible premium adjustable life insurance policies. The
certificates, as modified by the variable rider elected by the
certificate owner, are referred to herein as "Policy" or
"Policies." Group flexible premium adjustable life insurance
certificates issued without a variable rider are referred herein
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as "Certificates."
2. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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depositor of the trust.
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MML Bay State Life Insurance Company
Principal Administrative Office
1295 State Street
Springfield, Massachusetts 01111
FEIN: 43-0581430
3. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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custodian or trustee of the trust indicating for which class or series
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of securities each custodian or trustee is acting.
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The Company will hold in its own custody all of the securities.
4. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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principal underwriter currently distributing securities of the trust.
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The principal underwriter for the Policies is:
MML Distributors, LLC
1414 Main Street
Springfield, Massachusetts 01111
FEIN: 06-1413151
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The Co-Distributor for the Policies is:
MML Investors Services, Inc.
1414 Main Street
Springfield, Massachusetts 01111
FEIN: 04-2746212
5. Furnish name of state or other sovereign power, the laws of which
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govern with respect to the organization of the trust.
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Missouri. The Company is domesticated in the state of Missouri.
However, the Company intends to file an application to re-domesticate
to the state of Connecticut in June of 1997. If the Company receives
the appropriate regulatory approvals to its application, it will re-
domesticate to the state of Connecticut shortly thereafter and
Connecticut state law will govern the organization of the Variable
Account.
6. (a) Furnish the dates of execution and termination of agreement
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currently in effect under the terms of which the trust was organized
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and issued or proposes to issue securities.
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The Variable Account was established under Missouri law pursuant to a
resolution by the Board of Directors of the Company on June 9, 1982.
This resolution allows the executive officers of the Company to amend
or terminate the Variable Account. The GVUL Segment of the Variable
Account to which Policy variable account values may be allocated was
established pursuant to a resolution by the Board of Directors of the
Company on March 17, 1997. The Variable Account will continue until
amended, and until such time, the Policies will be issued pursuant to
the resolution establishing the Variable Account and the GVUL Segment
of the Variable Account.
(b) Furnish the dates of execution and termination of any indenture
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or agreement currently in effect pursuant to which the proceeds
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of payments on securities issued or to be issued by the trust are
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held by the custodian or trustee.
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None.
7. Furnish in chronological order the following information with respect
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to each change of name of the trust since January 1, 1930. If the
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name has never been changed, so state.
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The name of the Variable Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
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December 31.
Material Litigation
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9. Furnish a description of any pending legal proceedings, material with
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respect to the security holders of the trust by reason of the nature
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of the claim or the amount thereof, to which the trust, the depositor,
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or the principal underwriter is a party or of which the assets
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of the trust are the subject, including the substance of the claims
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involved in such proceeding and the title of the proceeding. Furnish a
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similar statement with respect to any pending administrative
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proceeding commenced by a governmental authority or any such
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proceeding or legal proceeding known to be contemplated by a
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governmental authority. Include any proceedings which, although
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immaterial itself, is representative of, or one of, a group which in
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the aggregate is material.
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There are no current or pending legal or administrative proceedings to
which the Variable Account, the Company, MML Distributors, LLC, or MML
Investors Services, Inc. is a party and which are material with
respect to the security holders of the Variable Account.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
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General Information Concerning the Securities of the Trust and the Rights
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of Holders.
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10. Furnish a brief statement with respect to the following matters for
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each class or series of securities issued by the trust.
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(a) Whether the securities are of the registered or bearer type.
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The Policies are group flexible premium adjustable life insurance
certificates with variable riders issued under group flexible
premium adjustable life insurance policies and, as such, are
"registered" in the name of the certificate owner and the records
concerning the certificate owner are maintained by or on behalf
of the Company.
(b) Whether the securities are of the cumulative or distributive
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type.
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The Policies are generally of the cumulative type, providing for
no distribution of income, dividends or capital gains except in
connection with a voluntary surrender or partial withdrawal of
Policy value by a Policyowner, or in connection with the payment
of death benefits.
(c) The rights of security holders with respect to withdrawal or
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redemption.
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A Policy may be surrendered at any time without imposition of a
surrender charge.
After the Certificate has been in force for six months, the
Policyowner may make partial withdrawals in a minimum amount of
$500 from the Policy value at any time upon written request filed
with the Company. A transaction charge, which is the smaller of
2% of the amount withdrawn or $25.00, will be assessed in all
cases.
(d) The rights of security holders with respect to conversion,
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transfer, partial-redemption, and similar matters.
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TRANSFER - The Policies permit Account Value to be allocated
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either to the Company's General Account or to up to eight of the
Divisions of the Variable Account. Each Division invests
exclusively in an investment portfolio
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("Underlying Fund") of the Panorama Series Fund, Inc. (the
"Panorama Fund"), managed by OppenheimerFunds, Inc. ("OFI"),
Oppenheimer Variable Account Funds (the "Oppenheimer Funds"),
also managed by OFI, or the MML Series Investment Fund (the "MML
Fund"), managed by Massachusetts Mutual Life Insurance Company
("MassMutual") the parent company of MML Bay State. Subject to
certain restrictions, the Policyowner may transfer amounts among
and between the Divisions and the General Account. The transfer
privilege is subject to the following limitations:
(1) The Policyowner may not maintain Account Value in more than
eight Divisions of the Variable Account either before or
after the transfer.
(2) Transfer requests must be in writing and may be by dollar
amounts or whole percentages.
(3) Transfers between any Division and the General Account are
subject to the following:
(a) Transfers from the General Account to any Division may
only be made once during each Policy Year.
(b) Each transfer from the General Account to any Division
may not exceed the lesser of (at the time of the
transfer):
(i) 25% of the Account Value in the General Account
(excluding Policy loans and interest payable on such
loans); or
(ii) 100% of the Policy's Account Value in the General
Account (excluding Policy loans and interest payable on
such loans) minus an amount equal to one plus the
number of Monthly Calculation Dates remaining in the
Policy's Modal Term multiplied by the Policy's most
recent Monthly Deduction.
Restriction (i) does not apply if in each of the
previous three policy years, 25% of the Account Value
in the General Account has been transferred and there
have been no premium payments or transfers (except as a
result of a policy loan) to the General Account. All
transfers made on one Valuation Date are considered one
transfer.
(c) The Company reserves the right to charge up to $10 per
transfer if there are more than six transfers in a
Policy Year. This charge would only apply to transfers
in excess of six in any Policy Year.
Transfers among the Divisions are not subject to the restrictions
in (3) above. Transfers as a result of a Policy loan or
repayment are not subject to these rules.
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A Valuation Date is any date on which the net asset value of the
shares of the Funds is determined. Generally, this will be any
date on which the New York Stock Exchange (or its successor) is
open for trading.
A Modal Term is a period selected by the Employer for which
premium will be paid in advance by the Employer in order to keep
the Policy in force. This period may be monthly, quarterly,
semi-annual or annual. The Modal Term is specified in the
Policyowner's schedule page.
An Employer is an employer, association, sponsoring organization
or trust which has executed a participation agreement electing
participation in the group flexible premium adjustable life
insurance contract issued by the Company.
A Monthly Calculation Date is the monthly date on which the
Monthly Deductions under the Policy are generally deducted from
the Account Value. The first Monthly Calculation Date will be
the Policy Date, and subsequent Monthly Deductions will be on the
same date of each succeeding calendar month.
A Monthly Deduction is equal to the deductions from the Account
Value under the Policy which are deducted on the Monthly
Calculation Date. The deductions are equal to the sum of the
charge for cost of insurance protection, the Administrative Fee,
and any rider charges.
FREE LOOK PRIVILEGE - The Policies are Certificates to which the
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owner has added a variable rider. The Certificate provides for
an initial Free Look Period. The Certificate owner may cancel
the Certificate until 10 days after the Certificate owner
receives the Certificate (or a longer period if required by state
law). Upon returning the Certificate, the Certificate owner will
be sent within 7 days a refund. The refund equals either: 1) the
Account Value plus any Premium Deduction(s) and Monthly
Deduction(s) reduced by any amounts borrowed or withdrawn; or,
where required by state law, 2) all premiums paid, reduced by any
amounts borrowed or withdrawn. The refund of any premium paid by
check, however, may be delayed until the check has cleared the
Certificate owner's bank.
(e) If the trust is the issuer of periodic payment plan certificates
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the substance of the provisions of any indenture or agreements
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with respect to lapses or defaults by security holders in making
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principal payments, and with respect to reinstatement.
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CONTRACT LAPSE AND REINSTATEMENT - The failure to make premium
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payments will not itself cause a Policy to lapse unless: (1) the
surrender value is insufficient to cover the next Monthly
Deduction, plus loan interest accrued, or (2) Policy loans plus
loan interest accrued ("Policy Debt") exceeds the Policy value.
If the Policy becomes in default because of (1) or (2), above,
the Policyowner will have a 61 day grace period to make
sufficient payment to prevent termination. Subject to certain
conditions, a Policy may be reinstated at any time within five
years after the expiration of the grace period provided the
Policy was not surrendered for its cash surrender value.
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(f) The substance of the provisions of any indenture or agreements
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with respect to voting rights, together with the names of any
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persons other than security holders given the right to exercise
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voting rights pertaining to the trust's securities or the
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underlying securities and the relationship of such persons to the
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trust.
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To the extent required by law, the Company will vote shares held
by each Division in accordance with instructions received from
the Policyowners with Policy value in such Division. Each person
having a voting interest will be provided with proxy materials
together with an appropriate form with which to give voting
instructions to the Company. Shares held in each Division for
which no timely instructions are received will be voted in
proportion to the instructions received from all persons with an
interest in the Division furnishing instructions to the Company
with respect to the Underlying Funds. The Company reserves the
right to vote shares held in the Variable Account that it owns
and which are not attributable to the Policies in its discretion.
The number of votes which a Policyowner may cast will be
determined by the Company as of the record date established for
the Underlying Fund. The number of shares held in each Division
deemed attributable to each Policyowner is determined by dividing
Policy value in the Division, if any, by the net asset value of
one share in the underlying Fund in which the assets of the
Division are invested. Fractional votes will be counted.
If the 1940 Act or any rules thereunder should be amended or if
the present interpretation of the 1940 Act or such rules should
change, and as a result the Company determines that it is
permitted to vote shares of the Underlying Fund in its own right,
whether or not such shares are attributable to the Policies, the
Company reserves the right to do so.
The Company may, when required by state insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as (1) to cause a change in
the sub classification or investment objective of one or more of
the Underlying Funds or (2) to approve or disapprove an
investment advisery contract for the Underlying Funds. In
addition the Company may disregard voting instructions calling
for a change in the investment policies, any investment adviser
or principal underwriter of any Underlying Fund which may be
initiated by Policyowners or its respective Trustees or
Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in investment policies or
investment adviser, based on a good faith determination that such
change would be contrary to state law or otherwise inappropriate
in light of the Underlying Fund's objectives and purposes. In
the event the Company does disregard voting instructions, a
summary of that action and the reasons for that action will be
included in the next periodic report to Policyowners.
(g) Whether security holders must be given notice of any changes in:
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(1) the composition of the assets of the trust.
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The Company reserves the right, subject to applicable law,
to make additions to, deletions from, or substitutions for
the shares that are held in the Divisions of the GVUL
Segment of the Variable Account or that the Divisions may
purchase. If the shares of a Portfolio or Series are no
longer available for investment or if in the Company's
judgment further investment in any Portfolio or Series
should become inappropriate in view of the purposes of the
Variable Account, the GVUL Segment of the Variable Account,
or the affected Division, the Company may redeem the shares
of that Portfolio or Series and substitute shares of another
registered open-end management company. The Company will
not substitute any shares attributable to a Policy interest
in a Division without notice and prior approval of the SEC
and state insurance authorities, to the extent required by
the 1940 Act or other applicable law.
The Company also reserves the right to establish additional
Divisions of the Variable Account, each of which would
invest in shares corresponding to a new Portfolio or Series
or in shares of another investment company having a
specified investment objective. Subject to applicable law
and any required Commission approval, the Company may, in
its sole discretion, establish new Divisions or eliminate
one or more Divisions if marketing needs, tax considerations
or investment conditions warrant. Any new Divisions may be
made available to existing Policyowners on a basis to be
determined by the Company.
If any of these substitutions or changes are made, the
Company may by appropriate endorsement change the Policy to
reflect the substitution or change and will notify
Policyowners of all such changes. If the Company deems it
to be in the best interest of Policyowners, and subject to
any approvals that may be required under applicable law, the
Variable Account or any Division thereof may be operated as
a management company under the 1940 Act, may be de-
registered under that Act if registration is no longer
required, or may be combined with other Divisions, Segments
of separate accounts, or other separate accounts of the
Company.
(2) the terms and conditions of the securities issued by the
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trust.
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No change in the terms and conditions of the Policies that
affect the Policyowner's rights will be made without notice
to Policyowner to the extent required by law.
(3) the provisions of any indenture or agreement of the trust.
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No notice to or consent from Policyowners is required for
any change in the Company's resolution passed by the Board
of Directors which established the Variable Account or the
GVUL Segment of the Variable Account.
(4) the identity of the depositor, trustee or custodian.
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The depositor of the Variable Account cannot be changed.
The Variable Account has no Trustees.
Notice to Policyowners need not be given for the custodian
to be changed.
(h) Whether the consent of security holders is required in order for
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action to be taken concerning any change in:
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(1) the composition of the assets of the trust.
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The Policies do not require consent of the Policyowners when
changing the underlying securities of the Variable Account,
except as may be required by currently applicable law or
regulation.
(2) the terms and conditions of the securities issued by the
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trust.
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Except as appropriate to comply with federal or state law or
regulation the terms and conditions of a Policy cannot be
changed without the consent of the Policyowner.
(3) the provisions of any indenture or agreement of the trust.
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No consent is required.
(4) the identity of the depositor, trustee or custodian.
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The depositor of the Variable Account cannot be changed.
The Variable Account has no Trustees.
The consent of security holders is not required to change
the custodian.
(i) Any other principal feature of the securities issued by the trust
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or any other principal right, privilege or obligation not covered
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by subdivisions (a) to (g) or by any other item in this form.
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(1) Premium Payments - See Item 15.
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(2) Death Proceeds - As long as the Policy remains in force, the
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Company will, upon due proof of the Insured's death, pay the
Death Proceeds of the Policy to the named beneficiary. The
Company will normally pay the Death Proceeds within seven
days of receiving the death claim in good order, but the
Company may delay payments under certain circumstances. The
Death Proceeds may be received by the beneficiary in cash or
under one or more of the payment options set forth in the
Policy.
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The Death Proceeds are: (a) The Sum Insured provided under
Option A or Option B, whichever is elected and in effect on
the date of death; plus (b) any additional insurance on the
Insured's life that may be provided by the Accidental Death
and Dismemberment Rider; plus (c) any portion of a Monthly
Deduction applicable for the period beyond the date of
death; minus (d) any outstanding Policy Debt and any Monthly
Deductions due and unpaid through the date in which the
Insured dies. The amount of Death Proceeds payable will be
determined as of the date of death and processed when the
Company receives of the death claim in good order at its
Principal Administrative Office.
The Policy provides two Death Benefit Options: Option A and
Option B, as described below. The Policyowner designates
the desired Death Benefit Option in the Enrollment Form.
The Policyowner may change the option once per Policy year
by written request. There is no charge for a change in
Option. The effective date of any such change will be on
the Policyowner's Policy Anniversary following the date the
written request is received by the Company in good order, or
if the Company receives the written request within the 15
day period prior to a Policy Anniversary, the change will be
effective on the second Policy Anniversary following the
date of the request. The Company will honor a request for a
later effective date provided the date coincides with the
Policyowner's Policy Anniversary.
Under Option A, the Death Benefit is equal to the greater of
the Selected Face Amount of insurance or the Minimum Face
Amount on the date of death. Under Option B, the Death
Benefit is equal to the greater of 1) the Selected Face
Amount of insurance, plus the Policyowner's Account Value,
or 2) the Minimum Face Amount on the date of death. Death
Benefit proceeds under either Option will be reduced by any
outstanding Policy Debt and unpaid Monthly Deductions and
increased by the portion of the Monthly Deduction
attributable to death benefit coverage after the Insured's
death.
The Minimum Face Amount is equal to a percentage of the
Policy value as set forth in the Policy. The Minimum Face
Amount is determined in accordance with the Internal Revenue
Code regulations to ensure that the Policy qualifies as a
life insurance contract and that the insurance proceeds will
be excluded from the gross income of the beneficiary.
(3) Calculation of Cash Value - See Items 44(a), 44(c), and
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46(a).
(4) Loan Provisions. See Item 21.
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(5) Payment Options - Upon written request, the surrender value
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or part of the Death Proceeds may be placed under one or
more of the payment options currently offered by the
Company. If the Policyowner does not make an election, the
Company will pay the benefits in a single sum. A
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certificate will be provided to the payee describing the
payment option selected.
The amount applied under any one payment option for any one
payee must be at least $2,000. The periodic payments for
any one payee must be at least $20. The Company reserves
the right to make a lump sum payment to satisfy its
obligation in the event the periodic payments are less than
$20.
(6) Optional Insurance Benefit - Subject to certain
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requirements, one or more of the following additional
insurance benefits may be added by rider: Disability Waiver
Rider, Accelerated Benefits Rider, and Accidental Death and
Dismemberment Rider. The cost of these optional insurance
benefits will be deducted from Policy value as part of the
monthly deduction.
Information Concerning the Securities Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
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specified securities in which security holders have an interest.
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The Policies permit net premiums to be allocated either to the
Company's General Account or to the Divisions of the GVUL Segment of
the Variable Account. The GVUL Segment of the Variable Account is
currently comprised of 16 investment divisions (the "Divisions").
Each Division invests exclusively in a corresponding Underlying Fund
or Portfolio of the Panorama Fund, Oppenheimer Fund or MML Fund, which
are no-load, open-end, diversified series management investment
companies. The Panorama Fund currently offers to the Policies five
different investment portfolios (each a "Portfolio"). The Oppenheimer
Fund currently offers to the Policies eight different investment
portfolios (each a "Fund"). The MML Fund currently offers to the
Policies one investment portfolio (a "Fund"). Each of the Underlying
Funds operates pursuant to different investment objectives, which are
summarized below:
THE MML EQUITY INDEX DIVISION provides investment results that
correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index. ("Standard & Poor's 500" and
"S&P 500(C)" are trademarks of The McGraw-Hill Companies, Inc., and
have been licensed for use. The Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's or The McGraw-Hill Companies, Inc.)
THE OPPENHEIMER MONEY DIVISION invests in shares of Oppenheimer Money
Fund which invests primarily in "money market" securities consistent
with low capital risk and maintenance of liquidity.
THE OPPENHEIMER BOND DIVISION invests in shares of Oppenheimer Bond
Fund which invests primarily in high yield fixed-income securities.
THE OPPENHEIMER STRATEGIC BOND DIVISION invests in shares of
Oppenheimer Strategic Bond Fund which invests primarily in: (i)
foreign government and corporate debt securities; (ii) U.S. government
securities; and (iii) lower-rated high yield, high-risk debt
securities.
THE OPPENHEIMER HIGH INCOME DIVISION invests in shares of Oppenheimer
High Income Fund which invests primarily in lower-rated, high yield,
high risk income securities.
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THE OPPENHEIMER GROWTH & INCOME DIVISION invests in shares of
Oppenheimer Growth & Income Fund which invests primarily in equity and
debt securities.
THE OPPENHEIMER MULTIPLE STRATEGIES DIVISION invests in shares of
Oppenheimer Multiple Strategies Fund which invests primarily in common
stocks and other equity securities, bonds, other debt securities and
"money market securities."
THE OPPENHEIMER GROWTH DIVISION invests in shares of Oppenheimer
Growth Fund which invests primarily in securities of well-known
companies.
THE OPPENHEIMER CAPITAL APPRECIATION DIVISION invests in shares of
Oppenheimer Capital Appreciation Fund which invests primarily in
securities of growth-type companies.
THE OPPENHEIMER GLOBAL SECURITIES DIVISION invests in shares of
Oppenheimer Global Securities Fund which invests primarily in
securities of foreign issuers, growth type companies, cyclical
industries and special situations which are believed will appreciate
in value.
THE PANORAMA TOTAL RETURN DIVISION invests in shares of the Panorama
Total Return Portfolio which invests primarily in stocks, corporate
bonds, U.S. Government securities, and money market instruments.
THE PANORAMA GROWTH DIVISION invests in shares of the Panorama Growth
Portfolio which invests primarily in common stocks with low price-
earnings ratios and better than anticipated earnings.
THE PANORAMA INTERNATIONAL EQUITY DIVISION invests in shares of the
Panorama International Equity Portfolio which invests primarily in
equity securities of companies based outside of the United States.
THE PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION invests in shares
of the Panorama LifeSpan Capital Appreciation Portfolio which invests
in a strategically allocated portfolio consisting primarily of equity
securities.
THE PANORAMA LIFESPAN BALANCED DIVISION invests in shares of the
Panorama LifeSpan Balanced Portfolio which invests in a strategically
allocated portfolio of equity securities and fixed income securities
with a focus on equity securities.
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THE PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION invests in shares of
the Panorama LifeSpan Diversified Income Portfolio which invests in a
strategically allocated portfolio with a focus on fixed income
securities.
12. If the trust is the issuer of periodic payment plan certificates and
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if any underlying securities were issued by another investment
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company, furnish information for each such company:
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(a) Name of Company.
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The Divisions invest in one of the Underlying Funds or Portfolios
of the Panorama Fund, managed by OFI, Oppenheimer Fund, also
managed by OFI, and the MML Fund, managed by MassMutual.
(b) Name and principal address of depositor:
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OppenheimerFunds, Inc. is the depositor of the Panorama Fund.
OppenheimerFunds, Inc. is the depositor of the Oppenheimer Fund.
Massachusetts Mutual Life Insurance Company is the depositor of
the MML Fund.
(c) Name and principal business address of trustee or custodian:
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State Street Bank and Trust Company, State Street, Boston,
Massachusetts is the Custodian of the assets of the Panorama
Fund.
The Bank of New York, One Wall Street, New York, New York, is the
Custodian of the assets of the Oppenheimer Fund.
Boston Safe Deposit and Trust Company, One Boston Place, Boston,
Massachusetts 02108, is the custodian for the MML Equity Index
Fund.
(d) Name and principal business address of principal-underwriter:
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There is no principal underwriter for the Panorama Fund, the
Oppenheimer Fund, or the MML Fund.
(e) The period during which the securities of such company have been
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the underlying securities:
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Shares of the Underlying Funds will be purchased by the GVUL
Segment of the Variable Account only after the Variable Account's
Segment's registration statement has been declared effective
under the Securities Act of 1933.
Information Concerning Loads, Fees, Charges and Expenses
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13. (a) Furnish the following information with respect to each load, fee,
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expense or charge to which (1) principal payments; (2) underlying
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securities; (3) distributions; (4) cumulated or reinvested
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distributions or income; and (5) redeemed or liquidated assets of
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the trust's securities are subject:
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(A) the nature of such load, fee, expense or charge;
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(B) the amount thereof:
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(C) the name of the person to whom such amounts are paid and his
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relationship to the trust:
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(D) the nature of the services performed by such person in
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consideration for such load, fee, expense or charge.
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(1) Under the Policies
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SALES LOAD - A sales load charge guaranteed not to exceed 5%
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of each premium will be deducted from each premium paid to
the Company. The charge is specified on the schedule page
of each Policy. Once the charge is established for each
group, the charge will never vary under the Policies issued
to each member of the group.
STATE PREMIUM TAX CHARGE - A state premium tax charge
------------------------
(currently ranging between 1.75% and 4%) of each premium
will be deducted to compensate the Company for premium taxes
imposed by various states and local jurisdictions.
DEFERRED ACQUISITION COST ("DAC") TAX CHARGE - A charge
--------------------------------------------
(currently 0.25%) of each premium will be deducted to
compensate the Company for federal taxes imposed for
deferred acquisition costs ("DAC taxes").
MONTHLY DEDUCTIONS FROM POLICY VALUE - On the date of issue
------------------------------------
and each monthly payment date thereafter, certain charges
will be deducted from the Policy value of each Policy
("Monthly Deduction"). The Monthly Deduction from Policy
value consists of a charge retained by the Company for cost
of insurance, a charge for the cost of any additional
benefits provided by rider, and an administrative fee for
administrative expenses. Monthly charges are normally
deducted from Account Value allocated to the Company's
General Account. However, if there are insufficient Fixed
Account Values to pay the charge, the Company will deduct
the deficiency from the Policy's Variable Account Value pro
rata among the Divisions according to the Policyowner's
Variable Account Value in the Divisions.
The monthly cost of insurance charge will be affected by any
changes in the face amount and will be calculated separately
for the initial face amount, for any increases or decreases
in face amount, and for any benefits provided by rider.
-14-
<PAGE>
If the Policyowner selected Death Benefit Option B, the
monthly cost of insurance charge for the initial face amount
will be equal to the applicable cost of insurance rate
multiplied by the initial face amount (plus charges for
rider benefits). If the Policyowner selected Death Benefit
Option A, however, the applicable cost of insurance rate
will be multiplied by the initial face amount less the
Policy value (minus charges for rider benefits) on the
Monthly Calculation Date.
If Death Benefit Option B is selected, the monthly insurance
charge for each increase in face amount (other than an
increase caused by a change in Death Benefit Option) will be
equal to the cost of insurance rate applicable to that
increase multiplied by the increase in face amount. If
Death Benefit Option A is selected, the applicable cost of
insurance rate will be multiplied by the increase in the
face amount reduced by any Policy value (minus rider
charges) in excess of the initial face amount on the Monthly
Calculation Date.
If the Minimum Face Amount is in effect under either Option,
monthly cost of insurance charge will also be calculated for
that portion of the Minimum Face Amount which exceeds the
current Selected Face Amount. This charge will be
calculated by multiplying the cost of insurance rate
applicable to the Selected Face Amount times the Minimum
Face Amount (Policy value times the applicable percentage)
less the greater of the Selected Face Amount or the Policy
value if the Policyowner selected Death Benefit Option A, or
less the Selected Face Amount plus the Policy value if the
Policyowner selected Death Benefit Option B. When the
Minimum Face Amount is in effect, the cost of insurance
charge for the Selected Face Amount and for any increases
will be calculated as set forth in the preceding two
paragraphs.
The monthly cost of insurance charge will also be adjusted
for any decreases in face amount.
Cost of insurance charges for the Policies will not be the
same for all Policyowners. The charges vary are based on
the insured's age, group rating, and underwriting
classification. The cost of insurance rates are determined
at the beginning of each Policy year for the initial
Selected Face Amount and for each increase in the face
amount. The cost of insurance rates generally increase as
the Insured's age increases. The actual monthly cost of
insurance rates will be based on the Company's expectations
as to future mortality, investment, expense and persistency
experience. They will not, however, be greater than the
guaranteed cost of insurance rates set forth in the Policy.
These guaranteed rates are 125% of the 1980 Commissioners
Standard Ordinary Mortality Tables. Any change in the cost
of insurance rates will apply to all persons of the same
insuring age and class whose Policies have been in force for
the same length of time.
-15-
<PAGE>
The premium class of an Insured affects the cost of
insurance rate. Each Policyowner is a member of a certain
group whose sponsor has entered into a group insurance
contract with the Company. Each group maintains a different
classification for purposes of determining the cost of
insurance rate. If the Company places a group into a
standard premium class, the cost of insurance for all
members of this group will be higher than that of a member
of another group who has been placed into a premium class
with a lower mortality risk, and lower than that of a member
of yet another group who has been placed into a premium
class with a higher mortality risk.
The monthly administrative fee is currently $5.25 per month
and is guaranteed not to exceed $9 per month for the life of
the Policy.
TRANSFER CHARGES - The first six transfers in a Policy year
----------------
will be free of charge. Thereafter, the Company reserves
the right to charge a fee not to exceed $10 per transfer if
there are more than six transfers in a Policy Year to
compensate it for the cost of processing transfers.
CHARGES ON PARTIAL WITHDRAWAL - Partial withdrawals in a
-----------------------------
minimum amount of $500 may be made from the Policy value. A
transaction charge which is the smaller of 2% of the amount
withdrawn or $25.00 will be assessed in all cases.
CHARGES AGAINST THE VARIABLE ACCOUNT - A daily charge
------------------------------------
equivalent to an annual rate of 0.75% (guaranteed not to
exceed 1.00%) of the average daily net asset value of each
Division of the GVUL Segment of the Variable Account is
imposed to compensate the Company for its assumption of
certain mortality and expense risks associated with the GVUL
Segment of the Variable Account.
No charges are currently made against the Divisions, the
GVUL Segment, or the Variable Account for federal or state
income taxes. Should the Company determine that taxes will
be imposed, the Company may make deductions from the
Variable Account to pay such taxes. The imposition of such
taxes would result in a reduction of the Policy value in the
Divisions.
(2) Underlying Securities
---------------------
The Panorama Fund
-----------------
The Directors of the Panorama Fund have entered into a
Management Agreement with OppenheimerFunds, Inc. ("OFI"), an
indirect subsidiary of the Company, to handle the day-to-day
affairs of the Fund.
The Management Agreement with the Panorama Fund allows the
Manager to enter into agreements ("Sub-Adviser Agreements")
with other investment advisers ("Sub-Advisers") under which
the Sub-Adviser may
-16-
<PAGE>
manage the investments of one or more of the underlying
Portfolios of the Panorama Fund. OFI has entered into
investment sub-advisery agreements with three sub-advisers
to assist in the selection of portfolio investments for the
Panorama Fund's International Equity Portfolio, LifeSpan
Diversified Income Portfolio, LifeSpan Balanced Portfolio,
and LifeSpan Capital Appreciation Portfolio. Babson-Stewart
Ivory International ("Babson-Stewart") located in Cambridge
Massachusetts is the sub-adviser to the International Equity
Portfolio and the international stock components of the
LifeSpan Balanced Portfolio and the LifeSpan Capital
Appreciation Portfolio. Babson-Stewart is a partnership
formed in 1987 between David L. Babson & Company, Inc., an
indirect wholly owned subsidiary of MassMutual, and Stewart
Ivory & Company, Ltd., located in Edinburgh, Scotland. BEA
Associates located in New York, New York is the sub-adviser
to the high yield bond component of the LifeSpan Diversified
Income Portfolio, the LifeSpan Balanced Portfolio, and the
LifeSpan Capital Appreciation Portfolio. Pilgrim, Baxter &
Associates ("Pilgrim Baxter") is the sub-adviser to the
small cap component of the LifeSpan Balanced Portfolio and
the LifeSpan Capital Appreciation Portfolio.
For providing its services under the Management Agreement,
OFI will receive a monthly fee, computed daily at an annual
rate based on the average daily net asset value of each
Portfolio as follows:
<TABLE>
<CAPTION>
Portfolio Net Asset Value Rate
--------- --------------- -----
<S> <C> <C>
Total Return First $600 Million 0.625%
More than $600 Million
0.450%
Growth First $300 Million 0.625%
Next $100 Million 0.500%
More than $400 Million
0.450%
International Equity First $250 Million 1.00%
More than $250 Million
0.90%
LifeSpan Capital Appreciation First $250 Million 0.85%
More than $250 Million
0.75%
LifeSpan Balanced First $250 Million 0.85%
More than $250 Million
0.75%
LifeSpan Diversified First $250 Million 0.75%
</TABLE>
-17-
<PAGE>
<TABLE>
<S> <C>
Income More than $250 Million 0.65%
</TABLE>
For providing its services under the Sub-Advisery Agreement
with OFI, Babson-Stewart will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to Babson-Stewart Rate
--------- ------------------------------------------- ----
<S> <C> <C>
International Equity First $10 Million 0.75%
LifeSpan Capital Next $15 Million 0.625%
Appreciation, and Next $25 Million 0.50%
LifeSpan Balanced More than $50 Million 0.375%
</TABLE>
For providing its services under the Sub-Advisery Agreement
with OFI, BEA will receive a monthly fee, computed daily at
an annual rate based on the collective average daily net
asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to BEA Rate
--------- -------------------------------- ----
<S> <C> <C>
LifeSpan Diversified First $25 Million 0.45%
Income, LifeSpan Next $25 Million 0.40%
Capital Appreciation, Next $50 Million 0.35%
and LifeSpan Balanced More than $100 Million 0.25%
</TABLE>
For providing its services under the Sub-Advisery Agreement
with OFI, Pilgrim Baxter will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to Pilgrim Baxter Rate
--------- ------------------------------------------- ----
<S> <C> <C>
LifeSpan Diversified All Assets 0.60%
Income, LifeSpan
Capital Appreciation,
and LifeSpan Balanced
</TABLE>
Oppenheimer Fund
----------------
-18-
<PAGE>
The Trustees of the Oppenheimer Funds have entered into a
Management Agreement with OppenheimerFunds, Inc. ("OFI"), an
indirect subsidiary of the Company, to handle the day-to-day
affairs of the Oppenheimer Funds.
For providing its services under the Management Agreement,
OFI receives a monthly fee, computed daily at an annual rate
based on the average daily net asset value of each of the
Oppenheimer Funds as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ------
<S> <C> <C>
Money First $500 Million 0.450%
Next $500 Million 0.425%
Next $500 Million 0.400%
More than $1.5 Billion 0.375%
Capital Appreciation First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 Million 0.60%
Growth First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 Million 0.60%
Growth and Income First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 Million 0.60%
Multiple Strategies First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 Million 0.60%
Global Securities First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
</TABLE>
-19-
<PAGE>
<TABLE>
<S> <C> <C>
More than $800 Million 0.60%
High Income Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 Billion 0.50%
Bond Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 Billion 0.50%
Strategic Bond Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 Billion 0.50%
</TABLE>
MML FUND
--------
The Trustees of the MML Fund have entered into a Management
Agreement with MassMutual to handle the day-to-day affairs
of the Fund.
The Management Agreement with the MML Fund allows the
Manager to enter into agreements ("Sub-Adviser Agreements")
with other investment advisers ("Sub-Advisers") under which
the Sub-Adviser may manage the investments of one or more of
the underlying Funds of the MML Fund. MassMutual has
entered into an investment sub-advisery agreement with
Mellon Equity Associates, an indirect wholly-owned
subsidiary of Mellon Bank Corporation, to manage the
investment and reinvestment of the assets of the MML Equity
Index Fund. Mellon Equity Associates is located at 500
Grant Street, Pittsburgh, PA 15258.
For providing its services under the Management Agreement,
MassMutual will receive a monthly fee, computed daily at an
annual rate based on the average daily net asset value of
the MML Equity Index Fund as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Equity Index First $100 Million 0.40%
Next $150 Million 0.38%
Over $250 Million 0.36%
</TABLE>
-20-
<PAGE>
For providing its services under the Sub-Advisery Agreement
with MassMutual, Mellon Equity will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the MML Equity Index Fund:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- -----
<S> <C> <C>
Equity Index First $100 Million 0.09%
Next $150 Million 0.07%
Over $250 Million 0.05%
</TABLE>
(3) Distributions
-------------
In general. no distributions will be made to Policyowners
except voluntary surrenders or partial withdrawals, and upon
payment of death proceeds. Partial withdrawals will be
subject to the partial withdrawal charges described in
13(a)(1), above.
(4) Cumulated or Reinvested Distributions or Income
-----------------------------------------------
Distributions from the Underlying Funds are reinvested by
the Divisions of the GVUL Segment of the Variable Account in
additional shares of the respective Underlying Fund, without
charge, at net asset value.
(5) Redeemed or Liquidated Assets of the Trust's Securities
-------------------------------------------------------
None.
(b) For each installment payment type of periodic payment plan
----------------------------------------------------------
certificate of the trust, furnish information with respect to
-------------------------------------------------------------
sales load and other deductions from principal payments.
-------------------------------------------------------
A sales load deduction guaranteed not to exceed 5% is made and
expressed as a percentage of premium paid. All Policies within a
group will have the same sales load. The sales load percentage
appears on the schedule page to the Policy.
A deduction (ranging between 1.75% and 4%) is made from each
premium payment under a Policy to compensate the Company for
premium taxes paid to the states and local jurisdictions.
A deduction (currently 0.25%) is made from each premium payment
under a Policy to compensate the Company for federal taxes paid
(Deferred Acquisition or "DAC" Tax charge).
No other deductions are made from premiums prior to allocation to
the Company's General Account or the Variable Account. All other
charges and deductions are made from Policy value, net assets of
the Variable Account, or upon partial withdrawals.
-21-
<PAGE>
(c) State (1) the amount of sales load as a percentage of the net
-------------------------------------------------------------
amount invested, and (2) the amount of total deductions as a
------------------------------------------------------------
percentage of the net amount invested for each type of security
---------------------------------------------------------------
issued by the trust.
-------------------
A sales load deduction ranges between 0% and 5% of each premium
received. A state premium tax deduction ranges between 1.75% and
4%. The federal DAC tax deduction is 0.25%. Therefore, assuming
a sales load deduction of 0%, the minimum state premium tax, and
the current DAC tax, the total deduction from premiums is 2%.
Assuming the maximum sales load deduction from premiums, the
maximum state premium tax, and the current DAC tax, the total
deduction from premiums would be 9.25%. A partial withdrawal
charge will also be deducted on partial withdrawals.
(d) Explain fully the reasons for any difference in the price at
------------------------------------------------------------
which securities are offered for any class of transactions to any
-----------------------------------------------------------------
class or group of officers, including officers, directors or
------------------------------------------------------------
employees of the depositor, trustee custodian or principal
----------------------------------------------------------
underwriter.
-----------
Not applicable. The securities are not offered at a price
differential because of a potential insured's identity as a
member of the general public, officer, director, or employee of
the depositor, custodian or principal underwriter.
(e) Furnish a brief description of any loads, fees, expenses or
-----------------------------------------------------------
charges not covered in Item 13(a) which may be paid by security
---------------------------------------------------------------
holders in connection with the trust or its securities.
------------------------------------------------------
None.
(f) State whether the depositor, principal underwriter, custodian or
----------------------------------------------------------------
trustee, or any affiliated person of the foregoing, may receive
---------------------------------------------------------------
profits or other benefits not included in answer to Item 13(a) or
-----------------------------------------------------------------
13(d) through the sale or purchase of the trust's securities or
---------------------------------------------------------------
interests in such securities, or underlying securities or
---------------------------------------------------------
interests in underlying securities, and describe fully the nature
-----------------------------------------------------------------
and extent of such profits or benefits.
--------------------------------------
Neither the Company, MML Distributors, LLC, or MML Investors
Services, Inc. nor any affiliated person of the foregoing will
receive any profit or any other benefit from premium payments
under the Policy or the investments held in the Variable Account
not included in the answer to Item 13(a) or (d) through the sale
or purchase of the Policy or shares of the Underlying Funds.
However, MML Distributors, LLC and MML Investors Services, Inc.
will receive a sales commission related to the distribution of
the Policies, as described in Item 38. In addition, the
investment advisers of the respective Underlying Funds will
receive an advisery fee, as described in Item 13(a)(2).
(g) State the percentage that the aggregate annual charges and
----------------------------------------------------------
deductions for maintenance and other expenses of the trust bear
---------------------------------------------------------------
to the dividend and interest income from the trust property
-----------------------------------------------------------
during the period covered by the financial statements filed
-----------------------------------------------------------
herewith.
--------
-22-
<PAGE>
Not applicable. The GVUL Segment of the Variable Account had no
assets as of the date of this filing.
(h) Other
-----
To the extent the sales load provides insufficient resources for
the Company to pay for distribution of the Policies, the Company
will recoup commission and other sales expense through the
investment earnings in excess of the interest credited on amounts
allocated to the General Account, and from favorable mortality,
investment, expense, and persistency experience, if any.
Information Concerning the Operations of the Trust
--------------------------------------------------
14. Describe the procedure with respect to the applications (if any) and
--------------------------------------------------------------------
the issuance and authentication of the trust's securities, and state
--------------------------------------------------------------------
the substance of the provisions of any indenture or agreement
-------------------------------------------------------------
pertaining thereto.
------------------
The variable rider is only available to Certificate owners. The
Certificates are only offered to individuals who are members of a
group acceptable to the Company where the group sponsor such as an
employer, association, sponsoring organization or trust executes a
participation agreement electing participation in a group flexible
premium adjustable life insurance contract issued by the Company.
Individuals who are members of such groups who wish to purchase a
Certificate must submit a completed enrollment form to an authorized
registered agent or to the Company's Principal Administrative Office.
The Certificates are issued on a guaranteed issue, simplified issue,
and regular underwriting basis. The Company reserves the right to
reject an application for any reason. A Certificate owner may elect
the variable rider at any time by sending the Company a completed
supplement to the application . There is no underwriting related to
the variable rider.
Within limits, Policyowners may choose the amount of the initial
premium desired under the variable rider (minimum $500) and the face
amount of the Certificate (minimum $50,000). However, the
Certificates are generally term funded by the Policyowner's employer.
Therefore, the employer will generally choose the initial face amount
of the Certificate which is usually expressed as a percentage of the
Certificate owner's salary.
A Certificate becomes effective on the date of issue only after all
outstanding delivery requirements are satisfied and the Company has
received sufficient premium. The variable rider becomes effective
upon the Company's receipt of the initial minimum premium of $500 and
a completed supplement to the application in good order. The
Certificate date of issue is the date used to determine all future
periodic transactions under the Certificate, e.g., Modal Terms,
Certificate months and Certificate years. All individuals within the
same group are aggregated for purposes of determining Modal Terms,
Certificate months and Certificate years. Within limits, the Company
may establish an earlier date of issue. The election of the variable
rider does not change the date used to determine all future periodic
transactions under the Certificate, as modified by the rider.
-23-
<PAGE>
Once the supplement to the application is approved, the variable rider
is issued by the Company. The Policies are Certificates to which
variable account riders have been added. Therefore, if the Company
refuses to issue the variable rider for whatever reason, the
Certificate owner will not be allowed to allocate Certificate values
to the Variable Account.
15. Describe the procedure with respect to the receipt of payments from
-------------------------------------------------------------------
purchasers of the trust's securities and the handling of the proceeds
---------------------------------------------------------------------
thereof, and state the substance of the provisions of any indenture or
----------------------------------------------------------------------
agreement pertaining thereto.
----------------------------
PREMIUM PAYMENTS - The minimum initial premium for the variable rider
----------------
must be paid along with the Certificate owner's completion of an
enrollment form or application. The minimum initial Policy premium
payable by the individual is $500 which must be paid in a lump sum.
The Employer pays the Modal Term Premium.. Subject to the minimum and
maximum premium limitations described below, the individual and the
Employer may make unscheduled premium payments at any time and in any
amount. Premium Payments are payable only to the Company, and may be
mailed to the Company's Principal Administrative Office or paid
through an authorized agent of the Company.
While the Policy is in force, premiums may be paid at any time before
the death of the Insured subject to certain restrictions. There are
no maximum premium payments under the Policy. However, the Company
has the right to refund a premium paid in any year if it will increase
the net amount at risk under a Policy. Premium payments must be
sufficient to provide a positive surrender value at the end of each
Policy month, or the Policy may lapse.
A Policy's Account Value can never exceed its current maximum under
the "cash value accumulation test" determined by the Internal Revenue
Code. Thus, the Company may limit the premiums received in any Policy
year if receipt of such premium would require the Company to increase
its net amount at risk under of the Policy in order to prevent the
Policy's cash surrender value from exceeding the "applicable
percentage" of death benefit required by the Internal Revenue Code.
The cash value accumulation test amounts will change whenever there is
any change in the face amount, the addition or deletion of a rider, or
a change in the Death Benefit Option. These premium limitations do
not apply to the extent necessary to prevent lapse of the Policy
during a Policy year.
If at any time a premium is paid that would result in Policy's Account
Value exceeding the current maximum "cash value accumulation test,"
the Company will accept all or a portion of the premium or refund the
entire premium to the Policyowner at the Company's discretion. If the
Company decides to refund all or a portion of the premium, no further
premiums will be accepted until allowed by the cash value accumulation
rules prescribed by the Internal Revenue Code.
The Policies are variable account riders to Certificates previously
issued. If the Policies are issued prior to the expiration of the
Certificate's free look period, then initial premium will be held in
the Company's General Account until the expiration of the
Certificate's free look period. Thereafter, the Policy Value in
excess of the Modal Term Premium is allocated according to the
Policyowner's instructions.
-24-
<PAGE>
16. Describe the procedure with respect to the acquisition of underlying
--------------------------------------------------------------------
securities and the disposition thereof, and state the substance of the
----------------------------------------------------------------------
provisions of any indenture or agreement pertaining thereto.
-----------------------------------------------------------
Each Division of the GVUL Segment of the Variable Account invests its
assets in shares of an Underlying Fund. Purchases and redemptions of
such shares are made at net asset value, with no deduction for sales
load.
Amounts of net premium payments allocated to a Division, transfers to
that Division, and reserve adjustment transfers, if any, will be
netted as of each valuation date against amounts withdrawn from the
Division in connection with Policy surrenders, partial withdrawals,
transfers, and death benefits, as well as the asset charge and amounts
paid to the Company in lieu of taxes, if any. A net purchase or sale
of Underlying Fund shares will be made for a Division at net asset
value. All income, dividends and realized gain distributions of a
Underlying Fund will be reinvested in shares of the respective
Underlying Fund at net asset value. Valuation dates currently occur
on each day on which the New York Stock Exchange is open for trading,
and on such other days where there is a sufficient degree of trading
in a Underlying Fund's securities such that the current net asset
value of the Divisions may be materially affected.
17. (a) Describe the procedure with respect to withdrawal or redemption
---------------------------------------------------------------
by security.
------------
SURRENDER - A Policyowner may at any time surrender the Policy
---------
and receive its surrender value (i.e., Policy value, less Policy
Debt) upon written request signed by the Policyowner and return
of the Policy to the Company's Principal Administrative Office.
The surrender value will be based on the Policy value as of the
valuation date on which the request and Policy are received at
the Company's Principal Administrative Office.
The surrender value is normally payable within seven days
following the Company's receipt of the surrender request. The
Company reserves the right to defer surrenders, partial
withdrawals, granting of loan proceeds funded by the Variable
Account, or Death Benefits during any period when It is not
reasonably practicable to determine the amount because the New
York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
the Securities and Exchange Commission (or its successor)
determines that an emergency exists; or the Securities and
Exchange Commission (or its successor) permits the Company to
delay payment for the protection of its policy owners; or the
Company is permitted by state law to delay such payment.
The right is reserved by the Company to defer surrenders, loan
proceeds based upon amounts allocated to the General Account, and
partial withdrawal of amounts allocated to the Company's General
Account for a period not to exceed six months.
PARTIAL WITHDRAWAL - At any time after the first six months of a
------------------
Policy's issue date, a Policyowner may redeem a portion of the
Policy value of his or her Policy, subject to the limits stated
below, upon written request signed by the Policyowner and filed
at the Company's Principal Administrative Office. The
-25-
<PAGE>
written request must indicate the dollar amount the Policyowner
wishes to receive and the Division(s) from which such amount is
to be redeemed. The Policyowner may allocate the amount withdrawn
among the Divisions and the General Account.
A partial withdrawal from a Division will result in cancellation
of a number of Accumulation Units equivalent in value to the
amount withdrawn, computed as of the valuation date that the
request is received at the Company's Principal Administrative
Office. The amount withdrawn equals the amount requested by the
Policyowner plus any applicable charges. The Company will
normally pay the amount of the partial withdrawal within seven
days, but may delay payment under certain circumstances described
above under "Surrender." Each partial withdrawal must be in a
minimum amount of $500. See Item 13(a), "Partial Withdrawals."
The maximum amount of a partial withdrawal is the Policy's cash
surrender value minus an amount equal to one plus the number of
Monthly Calculation Dates remaining in the Policy's Modal Term
multiplied by its most recent Monthly Deduction. The amount of
the Withdrawal is deducted from the Policy's Account Value at the
end of the Valuation Period applicable to the Monthly Calculation
Date on which the Withdrawal is made. The Policyowner must
specify the GPA or the Division(s) from which the Withdrawal is
to be made. The withdrawal amount attributable to a Division or
the GPA may not exceed the non-loaned Account Value of that
Division or GPA. A Withdrawal from the GPA may not exceed an
amount equal to one plus the number of Monthly Calculation Dates
remaining in the Policy's Modal Term multiplied by its most
recent Monthly Deduction.
(b) Furnish the names of any persons who may redeem or repurchase, or
-----------------------------------------------------------------
are required to redeem or repurchase, the trust's securities or
---------------------------------------------------------------
underlying securities from security holders, and the substance of
-----------------------------------------------------------------
the provisions of any indenture or agreement pertaining thereto.
---------------------------------------------------------------
The Company is required to process all surrender and partial
withdrawal requests as described in Item 17(a). The Underlying
Funds will redeem their shares upon the Company's request in
accordance with the Investment Company Act of 1940. Redeemed
shares may later be reissued.
(c) Indicate whether repurchased or redeemed securities will be
-----------------------------------------------------------
canceled or may be resold.
-------------------------
If a Policy is surrendered, the Policy will be canceled and may
not be reissued.
If a Policy terminates due to lapse, the Policy may be reinstated
as provided below.
The failure to make premium payments will not cause the Policy to
lapse unless: (a) the surrender value is insufficient to cover
the next Monthly Deduction plus loan interest accrued; or (b) if
Policy Debt exceeds the Policy value. If one of these situations
occurs, the Policy will be in default. The Policyowner will then
have a grace period of the later of 61 days, measured from the
date of default, to
-26-
<PAGE>
make sufficient payments to prevent termination or the Notice
Date. The Notice Date is the date the Company sends a notice of
default to the Policyowner and to any assignee on record. The
notice will state the amount of premium due and the date on which
it is due. Failure to make a sufficient payment within the grace
period will result in termination of the Policy without any
Policy value. If the Insured dies during the grace period, the
Death Proceeds will still be payable, but any Monthly Deductions
due and unpaid through the Policy month in which the Insured dies
and any other overdue charge will be deducted from the Death
Proceeds.
REINSTATEMENT - For a period of five (5) years after termination,
-------------
a Policyowner can request the Company reinstate the Policy during
the Insured's lifetime. The Company will not reinstate the
Policy if it has been returned for its Cash Surrender Value.
Before the Company will reinstate a Policy, it must receive the
following:
A premium payment equal to the amount necessary to produce an
Account Value equal to 3 times the total monthly deduction for
the Policy on the Monthly Calculation Date on or next following
the date of reinstatement;
Evidence of insurability satisfactory to the Company; and
Where necessary, a signed acknowledgment that the Policy has
become a modified endowment contract.
If the Company reinstates a Policy, the Selected Face
Amounts for the reinstated Policy will be the same as it
would have been if the Policy had not terminated.
18. (a) Describe the procedure with respect to the receipt, custody and
---------------------------------------------------------------
disposition of the income and other distributable funds of the
--------------------------------------------------------------
trust and state the substance of the provisions of any indenture
----------------------------------------------------------------
or agreement pertaining thereto.
-------------------------------
Distributions with respect to the shares of a Underlying Fund
held by a Division are reinvested in shares of that Underlying
Fund at net asset value. Such shares are added to the assets of
the respective Division.
(b) Describe the procedure, if any, with respect to the reinvestment
----------------------------------------------------------------
of distributions to security holders and state the substance of
---------------------------------------------------------------
the provisions of any indenture or agreement pertaining thereto.
---------------------------------------------------------------
No distributions are made to Policyowners other than in
connection with a death benefit or with a Policyowner-initiated
loan, partial withdrawal or surrender of the Policy. See Items
13(a) and 21.
(c) If any reserves or special funds are created out of income or
-------------------------------------------------------------
principal, state with respect to each such reserve or fund the
--------------------------------------------------------------
purpose and ultimate disposition thereof, and describe the manner
-----------------------------------------------------------------
of handling same.
----------------
-27-
<PAGE>
Net premiums placed in the Variable Account constitute certain
reserves for benefits under the Policy.
(d) Submit a schedule showing the periodic and special distributions
----------------------------------------------------------------
which have been made to security holders during the three years
---------------------------------------------------------------
covered by the financial statements filed herewith. State for
--------------------------------------------------------------
each such distribution the aggregate amount and amount per share.
-----------------------------------------------------------------
If distributions from sources other than current income have been
-----------------------------------------------------------------
made, identify each such other source and indicate whether such
---------------------------------------------------------------
distribution represents the return of principal payments to
-----------------------------------------------------------
security holders. If payments other than cash were made,
---------------------------------------------------------
describe the nature thereof, the account charged and the basis of
-----------------------------------------------------------------
determining the amount of such charge.
--------------------------------------
Not Applicable. The GVUL Segment of the Variable Account has not
commenced operations.
19. Describe the procedure with respect to the keeping of records and
-----------------------------------------------------------------
accounts of the Trust, the making of reports and the furnishing of
------------------------------------------------------------------
information to security holders, and the substance of the provisions
--------------------------------------------------------------------
of any indenture or agreement pertaining thereto.
------------------------------------------------
The Company will maintain the records and books of the Variable
Account. The Company will also maintain records for each Policy,
including the number and value of accumulation units of each Division
credited to each Policy and the value of accumulations in the General
Account.
Issuance and transfer of Underlying Fund shares will be by book entry
only. Stock certificates will not be issued to the Company or the
Variable Account. Shares ordered from the Underlying Funds will be
recorded in an appropriate title for the Variable Account, GVUL
Segment, or appropriate Division.
Policyowners will be sent promptly statements of significant
transactions such as premium payments, changes in selected face
amount, change in Death Benefit Option, transfers among the Divisions
and the General Account, partial withdrawals, increases in loan amount
by the Policyowner, loan repayments, lapse, termination for any
reason, and reinstatement. An annual statement will also be sent to
the Policyowner within 30 days after a Policy year. The annual
statement will summarize all of the above transactions and deductions
of charges during the Policy year. It will also set forth the status
of the death benefit, Policy value, surrender value, amounts in the
Division and General Account, and any Policy loan(s).
In addition, the Policyowner will be sent semi-annual reports
containing financial statements and other information for the Panorama
Fund, the Oppenheimer Fund, and the MML Fund as required by the 1940
Act.
20. State the substance of the provisions of any indenture or agreement
-------------------------------------------------------------------
concerning the trust with respect to the following:
---------------------------------------------------
(a) Amendments to such indenture or agreement.
-----------------------------------------
Not Applicable.
-28-
<PAGE>
(b) The extension or termination of such indenture or agreement.
-----------------------------------------------------------
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the
--------------------------------------------------------------
failure of the trustee or custodian to perform its duties,
----------------------------------------------------------
obligations and functions.
-------------------------
The Company will act as custodian of assets of the Variable
Account. The Company may appoint another custodian. In such
event, the custodial agreement will provide that the assets owned
by the Variable Account shall be delivered directly by the
Company to a successor custodian.
(d) The appointment of a successor trustee and the procedure if a
-------------------------------------------------------------
successor trustee is not appointed.
----------------------------------
Not Applicable.
(e) The removal or resignation of the depositor, or the failure of
--------------------------------------------------------------
the depositor to perform its duties, obligations and functions.
--------------------------------------------------------------
There is no such provision in an indenture or agreement. Under
Missouri and Connecticut law, the Company may not abrogate its
obligation under the Policies.
(f) The appointment of a successor depositor and the procedure if a
---------------------------------------------------------------
successor depositor is not appointed.
------------------------------------
There is no such provision in any indenture or agreement.
21. (a) State the substance of the provisions of any indenture or
---------------------------------------------------------
agreement with respect to loans to security holders.
---------------------------------------------------
Loans may be obtained by request to the Company on the sole
security of the Policy. The maximum amount which may be borrowed
is equal to; 1) 90% of the Policyowner's Account Value at the
time of the loan; less 2) any outstanding Policy Debt before the
new loan; less 3) interest on the loan being made and on other
outstanding loan(s) to the Policyowner's next Policy Anniversary
Date; less 4) an amount equal to one plus the number of Monthly
Calculation Dates remaining in the Policy's Modal Term multiplied
by its most recent Monthly Deduction.
A Policy loan is allocated by the Company among the accounts in
the same proportion that the Policy value in the General Account,
less Policy Debt, and the Policy value in each Division bear to
the total Policy value, less Policy Debt, on the date the Company
receives the loan request. Policy value in each Division equal to
the Policy loan allocated to such Division will be transferred to
the General Account, and the number of Accumulation Units equal
to Policy value so transferred will be canceled. Amounts
transferred to or held in the General Account to secure Policy
Debt will earn interest at a fixed or adjustable loan rate
-29-
<PAGE>
as elected by the Employer. All Policies issued to the same group
will have the same fixed or adjustable loan rate. The fixed rate
is equal to 6% per year, the variable rate is based upon the
monthly average of the composite yield on seasoned corporate
bonds as published by Moody's Investors Service or, if it is no
longer published, a substantially equal average. The variable
rate will never be less than 5% and it will never vary less than
0.5% per year regardless of changes in the monthly average.
After due and unpaid interest is added to loan amount, if the new
loan amount exceeds the Policy value in the General Account, the
Company will transfer Policy value equal to that excess Policy
Debt from each Division to the General Account as security for
the excess Policy Debt. The Company will allocate the amount
transferred among the Divisions in the same proportion that the
Policy value in each Division bears to the total Policy value in
all Divisions.
LOAN INTEREST CHARGED - Interest accrues daily and is payable in
---------------------
arrears at an annual rate which is the greater of 3% plus the
Policy loan rate less a charge declared by the Company (currently
0.75% guaranteed not to exceed 1.25%). Interest is payable at
the end of each Policy year or on a pro rata basis for such
shorter period as the loan may exist. Interest not paid when due
will be added to the loan principal and bear interest at the same
rate of interest.
REPAYMENT OF POLICY DEBT - Loans may be repaid at any time prior
------------------------
to the lapse of the Policy. Repayment results in the transfer of
values equal to the repayment from the loaned portion of the
General Account to the non-loaned portion of the General Account
and the applicable Division(s). The transfer is made in
proportion to the non-loaned value in each Division at the time
of repayment.
FORECLOSURE - Policy Debt (which includes accrued interest) must
-----------
not equal or exceed the Account Value under the Policy. If this
limit is reached, the Company may terminate the Policy. Prior to
termination for this reason, the Company will notify the Employer
(or Policyowner if no longer associated with the Employer) in
writing. The notice states the amount necessary to bring the
Policy Debt back within the limit. If the Company does not
receive a payment within 31 days after the date it mailed the
notice, the Policy will terminate without value at the end of
those 31 days.
(b) Furnish a brief description of any procedure or arrangement by
--------------------------------------------------------------
which loans are made available to security holders by the
---------------------------------------------------------
depositor, principal underwriter, trustee or custodian, or any
--------------------------------------------------------------
affiliated person of the foregoing.
----------------------------------
See Items 10(i) and 21(a), above. No other loans are made,
except under the terms of life insurance policies which may be
issued by the depositor or affiliated insurance companies.
(c) If such loans are made, furnish the aggregate amount of loans
-------------------------------------------------------------
outstanding at the end of the last fiscal year, the amount of
-------------------------------------------------------------
interest collected during the last fiscal year allocated to the
---------------------------------------------------------------
depositor, principal underwriter, trustee or custodian or
---------------------------------------------------------
-30-
<PAGE>
affiliated person of the foregoing, aggregate amount of loans in
-----------------------------------------------------------------
default at the end of the last fiscal year covered by financial
---------------------------------------------------------------
statements filed herewith.
-------------------------
Not applicable.
22. State the substance of the provisions of any indenture or agreement
-------------------------------------------------------------------
with respect to limitations on the liabilities of the depositor,
----------------------------------------------------------------
trustee or custodian, or any other party to such indenture or
-------------------------------------------------------------
agreement.
---------
The Policies may be assigned and the Company will effectuate the
assignment provided; a) the Company consents to the assignment; b) the
assignment is in writing; and c) the assignment is filed at the
Company's Principal Administrative Office. The Company assumes no
liability for the validity of any assignment.
23. Describe any bonding arrangement for officers, directors, partners or
---------------------------------------------------------------------
employees of the depositor or principal underwriter of the trust,
-----------------------------------------------------------------
including the amount of coverage and the type of bond.
-----------------------------------------------------
The Company maintains three Blanket Fidelity Life Insurance Company
Bonds. The first layer of coverage is from Underwriters at Lloyd's,
which provides coverage of up to $15,000,000 with a $350,000
deductible. The next layer of coverage is from National Union which
provides coverage of up to $15,000,000 of liability in excess of
$10,000,000. The next layer of coverage is provided by CNA which
provides coverage of up to $25,000,000 in excess of $25,000,000 of
liability. All three policies cover officers, directors, partners and
employees of the Company.
24. State the substance of any other material provisions of any indenture
---------------------------------------------------------------------
or agreement concerning the trust or its securities and a description
---------------------------------------------------------------------
of any other material functions or duties of the depositor, trustee or
----------------------------------------------------------------------
custodian not stated in Item 10 or Items 14 to 23 inclusive.
-----------------------------------------------------------
PARTICIPATION AGREEMENT - The Company and the Variable Account have
-------------------------
entered into Participation Agreements with the Panorama Fund and
Oppenheimer Fund which define the terms under which the Variable
Account invests in the Underlying Funds.
POLICYOWNER - The Policyowner is the Insured unless another
-----------
Policyowner has been named in the enrollment form for the Policy. The
Policyowner is generally entitled to exercise all rights under a
Policy while the Insured is alive, subject to the consent of any
irrevocable beneficiary (the consent of a revocable beneficiary is not
required). The consent of the Insured is required whenever the face
amount of insurance is increased.
BENEFICIARY - The beneficiary is the person or persons to whom the
-----------
insurance proceeds are payable upon the Insured's death. Unless
otherwise stated in the Policy, the beneficiary has no rights in the
Policy before the death of the Insured. While the Insured is alive,
the Policyowner may change any beneficiary unless the Policyowner has
declared a beneficiary to be irrevocable. If no beneficiary is alive
when the Insured dies, the Policyowner (or the Policyowner's estate)
will be the beneficiary. If more than one beneficiary is alive when
the Insured dies, they will be paid in equal shares, unless the
-31-
<PAGE>
Policyowner has chosen otherwise. Where there is more than one
beneficiary, the interest of a beneficiary who dies before Insured
will pass to surviving beneficiaries proportionally.
INCONTESTABILITY - The Company will not contest the validity of a
-----------------
Certificate, as amended by the Policy, after it has been in force
during the Insured's lifetime for two years from the date of issue.
The Company will not contest the validity of any increase in the face
amount after such increase or rider has been in force during the
Insured's lifetime for two years from its effective date.
SUICIDE - The Death Proceeds will not be paid if the Insured commits
-------
suicide, while sane or insane, generally within two years from the
date of issue. Instead, the Company will pay the beneficiary an
amount equal to all premiums paid for the Certificate, as amended by
the Policy, without interest, less any outstanding Policy Debt and
less any partial withdrawals. If the Insured commits suicide, while
sane or insane, generally within two years from the effective date of
any increase in the amount insured, the Company's liability with
respect to such increase will be limited to a refund of the cost
thereof. The beneficiary will receive the administrative fees and
insurance charges paid for such increase.
AGE - If the Insured's age as stated in the application for a
---
Certificate, as amended by the Policy, is not correct, benefits under
a Policy will be adjusted to reflect the correct age. The adjusted
benefit will be that which the most recent cost of insurance charge
would have purchased for the correct age.
ASSIGNMENT - The Policyowner may assign a Certificate, as amended by
----------
the Policy, as collateral or make an absolute assignment of the
Certificate subject to any outstanding Policy Debt. All rights under
the Certificate will be transferred to the extent of the assignee's
interest. The Company will not effectuate the assignment unless it
receives a signed copy of it at the Company's Principal Administrative
Office and the Company consents to the assignment. The Company is not
responsible for the validity of any assignment.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
-----------------------------------------------------------
Organization and Operations of Depositor
----------------------------------------
25. State the form of organization of the depositor of the trust, the name
----------------------------------------------------------------------
of the state or other sovereign power under the laws of which the
-----------------------------------------------------------------
depositor was organized and the date of organization.
-----------------------------------------------------
The Company is a stock life insurance company incorporated under the
laws of Missouri in 1894. The Company presently intends to re-
domesticate to the state of Connecticut in June of 1997.
26. (a) Furnish the following information with respect to all fees
----------------------------------------------------------
received by the depositor of the trust in connection with the
-------------------------------------------------------------
exercise of any functions or duties concerning securities of the
----------------------------------------------------------------
trust during the period covered by the financial statements filed
-----------------------------------------------------------------
herewith:
---------
-32-
<PAGE>
Not applicable.
(b) Furnish the following information with respect to any fee or any
----------------------------------------------------------------
participation in fees received by the depositor from any
--------------------------------------------------------
underlying investment company or any affiliated person or
---------------------------------------------------------
investment adviser of such company:
-----------------------------------
(1) The nature of such fee or participation.
---------------------------------------
The Company is owned by Massachusetts Mutual Life Insurance
Company ("MassMutual"). MassMutual indirectly owns 80% of
OFI, the investment adviser to the Panorama Funds and the
Oppenheimer Funds. MassMutual is also an indirect owner of
Babson-Stewart. Therefore, to the extent MassMutual
utilizes consolidated financial statements which include the
financial results of these advisers, MassMutual may
indirectly recognize any profits these advisers may generate
by virtue of their advisery relationship with the Panorama
Funds and the Oppenheimer Funds. However, neither the
Company nor MassMutual directly receives any fees or
participation in fees received by the Panorama Fund or the
Oppenheimer Fund.
MassMutual also acts as investment adviser to the MML Fund
pursuant to a Management Agreement between MassMutual and
the Fund. For providing its services under the Management
Agreement, MassMutual will receive a monthly fee, computed
daily at an annual rate based on the average daily net asset
value of the MML Equity Index Fund as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Equity Index First $100 Million 0.40%
Next $150 Million 0.38%
Over $250 Million 0.36%
</TABLE>
The Management Agreement between MassMutual and the Fund
allows MassMutual to retain an investment sub-adviser to the
Fund. MassMutual has contracted with Mellon Equity to
provide such sub-advisery services. For providing its
services under the Sub-Advisery Agreement with the
MassMutual, Mellon Equity will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the MML Equity Index Fund:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Equity Index First $100 Million 0.09%
Next $150 Million 0.07%
Over $250 Million 0.05%
</TABLE>
(2) The name of the person making payments.
--------------------------------------
The MML Equity Index Fund.
-33-
<PAGE>
(3) The nature of the services rendered in consideration for
--------------------------------------------------------
such fee or participation.
--------------------------
Investment Management Services.
(4) The aggregate amount received during the last fiscal year
---------------------------------------------------------
covered by the financial statements filed herewith.
---------------------------------------------------
Not Applicable. The MML Equity Index Fund has not commenced
operations as of the date of this registration statement.
27. Describe the general character of the business engaged in by the
----------------------------------------------------------------
depositor including a statement as to any business other than that of
---------------------------------------------------------------------
depositor of the trust. If the depositor acts or has acted in any
------------------------------------------------------------------
capacity with respect to any investment company or companies other
------------------------------------------------------------------
than the trust, state the name or names of such company or companies,
---------------------------------------------------------------------
their relationship, if any, to the trust, and the nature of the
---------------------------------------------------------------
depositor's activities therewith. If the depositor has ceased to act
---------------------------------------------------------------------
in such named capacity, state the date of and circumstances
-----------------------------------------------------------
surrounding such cessation.
---------------------------
The Company is licensed to write life insurance (including variable
life), accident, and health insurance in the District of Columbia and
all states, except New York.
The Company offers variable annuity and variable life policies through
other of its Variable Accounts, some of which are registered as unit
investment trusts under the Investment Company Act of 1940. The
Company also offers variable annuity and variable life policies
through Variable Accounts which are afforded exemptions under the
Investment Company Act of 1940 and the Securities Act of 1933 and are
therefore not registered under either Act.
The Company acts as the depositor for the following separate accounts
which are registered as unit investment trusts with the Securities and
Exchange Commission:
MML Bay State Variable Life Separate Account I
MML Bay State Variable Annuity Separate Account I
In addition, the Company acts as the investment advisor to the
following investment companies which are not registered with the
Securities and Exchange Commission due to applicable exemptions
afforded by the Securities Act of 1933 and the Investment Company Act
of 1940:
MML Bay State Variable Life Separate Account II
MML Bay State Variable Life Separate Account III
MML Bay State Variable Life Separate Account IV
MML Bay State Variable Life Separate Account V
Officials and Affiliated Persons of Depositor
---------------------------------------------
28. (a) Furnish as at latest practicable date the following information
---------------------------------------------------------------
with respect to the depositor of the trust, with respect to each
----------------------------------------------------------------
officer, director, or partner of the
------------------------------------
-34-
<PAGE>
depositor, and with respect to each natural person directly or
----------------------------------------------------------------
indirectly owing or holding with power to vote 5% or more of the
----------------------------------------------------------------
outstanding voting securities of the depositor.
-----------------------------------------------
(i) name and principal business address.
------------------------------------
(ii) nature of relationship or affiliation with
------------------------------------------
depositor of the trust
----------------------
(iii) ownership of all securities of the depositor;
---------------------------------------------
(iv) ownership of all securities of the trust;
-----------------------------------------
(v) other companies of which each person named
------------------------------------------
above is presently officer, director or
------------------------------------------
partner.
-------
See 28(b) and 29, below.
(b) Furnish a brief statement of the business experience during the
---------------------------------------------------------------
last five years of each officer, director or partner of the
-----------------------------------------------------------
depositor.
---------
The information for each executive, officer, director or partner
of MML Bay State Life Insurance Company is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME AND POSITION AGE AS OF PRINCIPAL OCCUPATION(S ) DURING
12/31/96 PAST FIVE YEARS
- --------------------------------------------------------------------------------
<S> <C> <C>
Paul D. Adornato, Director 58 Director (since 1987) and
and Senior Vice Senior Vice
President-Operations President-Operations, MML Bay
State, since 1996; Senior Vice
President, MassMutual, since
1986
- --------------------------------------------------------------------------------
Lawrence V. Burkett, Jr., 51 Director, President and Chief
Director, President and Executive Officer, MML Bay
Chief Executive Officer State, since 1996; Executive
Vice President and General
Counsel, MassMutual, since
1993; Senior Vice President and
Deputy General Counsel,
1992-1993
- --------------------------------------------------------------------------------
John B. Davies, Director 47 Director, MML Bay State, since
1996; Executive Vice President,
MassMutual, since 1994;
Associate Executive Vice
President, 1994-1994; General
Agent, 1982-1993
- --------------------------------------------------------------------------------
Anne Melissa Dowling, 38 Director and Senior Vice
Director and Senior Vice President-Large Corporate
President-Large Corporate Marketing, MML Bay State, since
Marketing 1996; Senior Vice President,
MassMutual, since 1996; Chief
Investment Officer, Connecticut
Mutual Life Insurance Company,
1994-1996; Senior Vice
President-International,
Travelers Insurance Co.,
1987-1993
- --------------------------------------------------------------------------------
Daniel J. Fitzgerald, 48 Director, MML Bay State, since
Director 1994; Executive Vice President,
Corporate Financial Operations,
MassMutual, since 1994; Senior
Vice President, 1991-1994
- --------------------------------------------------------------------------------
Maureen R. Ford, Director 41 Director and Senior Vice
and Senior Vice President-Annuity Marketing,
President-Annuity MML Bay State, since 1996;
Marketing Senior Vice President,
MassMutual, since 1996;
Marketing Officer, Connecticut
Mutual Life Insurance Company,
1989-1996
- --------------------------------------------------------------------------------
Isadore Jermyn, Director 46 Director (since 1990) and
and Senior Vice President Senior Vice President and
and Actuary Actuary, MML Bay State, since
1996; Senior Vice President and
Actuary, MassMutual, since
1995; Vice President and
Actuary, 1980-1995
- --------------------------------------------------------------------------------
Stuart H. Reese, Director 41 Director (since 1994) and
and Senior Vice
President-Investments, MML
- --------------------------------------------------------------------------------
</TABLE>
-35-
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Senior Vice President-Investments Bay State, since 1996; Senior
Vice President, MassMutual,
since 1993; Investment Manager,
Aetna Life and Casualty and
Affiliates, 1979-1993
- --------------------------------------------------------------------------------
Thomas J. Finnegan, Jr., Director 61 Director (since 1997) and
and Secretary Secretary since 1990, MML Bay
State; Vice President, Secretary
and Associate General Counsel,
MassMutual, since 1984
- --------------------------------------------------------------------------------
PRINCIPAL OFFICERS (OTHER THAN THOSE WHO ARE ALSO DIRECTORS):
- --------------------------------------------------------------------------------
Ann Iseley 40 Treasurer, MML Bay State, since
1996; Vice President and
Treasurer, MassMutual, since
1996; Chief Financial and
Operations Officer, Connecticut
Mutual Financial Services,
1994-1996; Controller, The Mack
Company, 1993-1994; Vice
President-Finance, Mutual of
New York, 1988-1993
- --------------------------------------------------------------------------------
</TABLE>
Companies Owning Securities of Depositor
----------------------------------------
29. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to each company which directly or indirectly owns, controls
-------------------------------------------------------------------
or holds with power to vote 5% or more of the outstanding voting
----------------------------------------------------------------
securities of depositor.
------------------------
The Company is 100% owned by Massachusetts Mutual Life Insurance
Company. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111.
Controlling Persons
-------------------
30. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to any person other than those covered by Items 28, 29, and
-------------------------------------------------------------------
42 who directly or indirectly controls the depositor.
-----------------------------------------------------
None.
Compensation of Officers of Depositor
-------------------------------------
31. Furnish the following information with respect to the remuneration
------------------------------------------------------------------
for services paid by the depositor during the last fiscal year
--------------------------------------------------------------
covered by the financial statements filed herewith;
---------------------------------------------------
(a) directly to each of the officers or partners or the
---------------------------------------------------
depositor directly receiving the three highest amounts of
---------------------------------------------------------
remuneration;
------------
Not Applicable. No officer, employee, etc. affiliated with
the depositor receives additional remuneration for services
rendered with respect to the Variable Account.
(b) directly to all officers or partners of the depositor as a
----------------------------------------------------------
group exclusive of persons whose remuneration is included
---------------------------------------------------------
under Item 31(a), stating separately the aggregate amount
---------------------------------------------------------
paid by the depositor itself and the aggregate amount paid
----------------------------------------------------------
by all the subsidiaries;
-----------------------
-36-
<PAGE>
Not Applicable. No officer, employee, etc. affiliated with
the depositor receives additional remuneration for services
rendered with respect to the Variable Account.
(c) indirectly or through subsidiaries to each of the officers
----------------------------------------------------------
or partners of the depositor;
-----------------------------
Not Applicable. No officer, employee, etc. affiliated with
the depositor receives additional remuneration for services
rendered with respect to the Variable Account.
Compensation of Directors
-------------------------
32. Furnish the following information with respect to the remuneration
------------------------------------------------------------------
for services, exclusive of remuneration reported under Item 31, paid
--------------------------------------------------------------------
by the depositor during the last fiscal year covered by financial
-----------------------------------------------------------------
statements filed herewith:
--------------------------
(a) the aggregate direct remuneration to directors;
-----------------------------------------------
(b) indirectly or through subsidiaries to directors.
-----------------------------------------------
Not Applicable. See Item 31.
---
Compensation to Employees
-------------------------
33. (a) Furnish the following information with respect to the aggregate
---------------------------------------------------------------
amount of remuneration for services of all employees of the
-----------------------------------------------------------
depositor (exclusive of persons whose remuneration is reported in
-----------------------------------------------------------------
Items 31 and 32) who received remuneration in excess of $10,000
---------------------------------------------------------------
during the last fiscal year covered by financial statements filed
-----------------------------------------------------------------
herewith from the depositor and any of its subsidiaries.
-------------------------------------------------------
Not Applicable. See Item 31.
---
(b) Furnish the following services paid directly during the last
------------------------------------------------------------
fiscal year covered by financial statements filed herewith to the
-----------------------------------------------------------------
following classes of persons (exclusive of those persons covered
----------------------------------------------------------------
by Item 33(a)): (1) Sales managers, branch managers, district
-------------------------------------------------------------
managers and other persons supervising the sale of registrant's
---------------------------------------------------------------
securities; (2) Salesmen, sales agents, canvassers and other
------------------------------------------------------------
persons making solicitations but not in supervisory capacity; (3)
-----------------------------------------------------------------
Administrative and clerical employees; and (4) others (specify).
-----------------------------------------------------------------
If a person is employed in more than one capacity, classify
-----------------------------------------------------------
according to predominant type of work.
-------------------------------------
Not Applicable. See Item 31.
---
Compensation to Other Persons
-----------------------------
34. Furnish the following information with respect to the aggregate
---------------------------------------------------------------
amount of compensation for services paid any person (exclusive of
-----------------------------------------------------------------
persons whose remuneration is reported in Items 31, 32 and 33),
---------------------------------------------------------------
whose aggregate compensation in
-------------------------------
-37-
<PAGE>
connection with services rendered with respect to the trust in
--------------------------------------------------------------
all capacities exceed $10,000 during the last fiscal year covered
-----------------------------------------------------------------
covered by financial statements filed herewith from the depositor
-----------------------------------------------------------------
and any of its subsidiaries.
---------------------------
Not Applicable. See Item 31.
---
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
-----------------------------------------
Distribution of-Securities
--------------------------
35. Furnish the names of the states in which sales of the trust's
-------------------------------------------------------------
securities (a) are currently being made, (b) are presently proposed to
----------------------------------------------------------------------
made, and (c) have been discontinued, indicating by appropriate letter
----------------------------------------------------------------------
the status with respect to each state.
-------------------------------------
(a) Sale of the Policies has not commenced in any state.
(b) Following the effectiveness of the Variable Account's GVUL
Segment registration statement under the Securities Act of 1933,
and obtaining required approvals under state law, the Company
proposes issuing the Policies in all states except New York.
(c) Not Applicable.
36. If sales of the trust's securities have at any time since January 1,
--------------------------------------------------------------------
1936 been suspended for more than a month, describe briefly the
---------------------------------------------------------------
reasons for such suspension.
---------------------------
Not Applicable.
37. (a) Furnish the following information with respect to each instance
---------------------------------------------------------------
where subsequent to January 1, 1937, any federal or state
---------------------------------------------------------
governmental officer, agency, or regulatory body denied authority
-----------------------------------------------------------------
to distribute securities of the trust, excluding a denial which
---------------------------------------------------------------
was merely a procedural step prior to any determination by such
---------------------------------------------------------------
officer, etc., and which denial was subsequently rescinded.
----------------------------------------------------------
(1) Name of officer, agency or body
-------------------------------
None.
(2) Date of denial
--------------
Not Applicable.
(3) Brief statement of reasons given for denial
-------------------------------------------
Not Applicable.
(b) Furnish the following information with regard to each instance
--------------------------------------------------------------
where, subsequent to January 1, 1937, the authority to distribute
-----------------------------------------------------------------
securities of the trust has been revoked by any federal or state
----------------------------------------------------------------
governmental officer, agency or regulatory body.
-----------------------------------------------
-38-
<PAGE>
(1) Name of officer, agency or body
-------------------------------
None.
(2) Date of revocation
------------------
Not Applicable.
(3) Brief statement of reasons given for revocation
-----------------------------------------------
Not Applicable.
38. (a) Furnish a general description of the method of distribution of
--------------------------------------------------------------
securities of the trust.
-----------------------
MML Distributors, LLC. and MML Investors Services, Inc., both
affiliates of the Company, will act as principal underwriter and
co-underwriter, respectively, of the Policies pursuant to
Underwriting Agreements with the Company and the Variable
Account. Both MML Distributors, LLC and MML Investors Services,
Inc. are broker-dealers and members of the National Association
of Securities Dealers, Inc. The Policies will be sold by agents
of the Company who are either registered representatives of MML
Investors Services, Inc. or registered representatives of a
broker-dealer who has entered into a broker-dealer selling
agreement with MML Distributors, LLC.
(b) State the substance of any current selling agreement between each
-----------------------------------------------------------------
principal underwriter and the trust or the depositor, including a
-----------------------------------------------------------------
statement as to the inception and termination dates of the
----------------------------------------------------------
agreement, any renewal and termination provisions, and any
----------------------------------------------------------
assignment provisions.
---------------------
The Company and the Variable Account have executed a Principal
Underwriting Agreement and a Co-Distributor Agreement
("Agreements") with MML Distributors, LLC. and MML Investors
Services, Inc., respectively. Unless otherwise terminated, the
Agreement shall continue in effect from year to year. The
Agreement may be terminated by any party at any time upon giving
60 days written notice to the other parties, and terminates
automatically in the event of its assignment.
(c) State the substance of any current agreements or arrangements of
----------------------------------------------------------------
each principal underwriter with dealers, agents, salesmen, etc.,
----------------------------------------------------------------
with respect to commissions and overriding commissions,
-------------------------------------------------------
territories, franchises, qualifications, and revocations. If the
-----------------------------------------------------------------
trust is the issuer of periodic payment plan certificates,
----------------------------------------------------------
furnish schedules of commissions and the bases thereof. In
-----------------------------------------------------------
lieu of a statement concerning schedules of commissions, such
-------------------------------------------------------------
schedules of commissions may be filed as Exhibit A(3)(c).
---------------------------------------------------------
Registered representatives of MML Investors Services, Inc. who
are also agents of the Company ("Agents") will sell the Policy.
In addition, registered representatives of broker-dealers who
have executed a broker-dealer selling agreement with MML
Distributors, LLC. and who are also agents of the Company
("Brokers") will also
-39-
<PAGE>
sell the Policy. Such Agents and Brokers are required to pass
applicable NASD examinations, and qualify under applicable state
insurance licensing requirements. Agents and Brokers who sell the
Policy will receive commissions based on a commission schedule,
and General Agents who supervised the agents will also receive
compensation. After issue of the Policy or an increase in face
amount, commissions will not exceed 24% of the Modal Term
Premium, plus 3% on any excess premiums. For renewal years, the
commissions will not exceed 3% of any additional premiums between
years 2-10 and 1% on years 11+. Asset based compensation will
also be paid. Such asset based compensation will not exceed 0.20%
of a Policy's average annual Variable Account value. General
Agents and certain registered representatives may receive
training and/or expense reimbursements based upon the amount of
earned commissions.
Information Concerning Principal Underwriter
--------------------------------------------
39. (a) State the form of organization of each principal underwriter of
---------------------------------------------------------------
securities of the trust, the name of the state or other sovereign
-----------------------------------------------------------------
power under the laws of which each underwriter was organized and
----------------------------------------------------------------
the date of organization.
------------------------
The principal underwriter of the policies, MML Distributors, LLC
was organized on November 10, 1994 as a limited liability company
in the state of Connecticut.
MML Investors Services Inc. was organized in 1981 as a
corporation in the Commonwealth of Massachusetts.
(b) State whether any principal underwriter currently distributing
--------------------------------------------------------------
securities of the trust is a member of the National Association
---------------------------------------------------------------
of Securities Dealers, Inc. (NASD).
-----------------------------------
Both MML Distributors, LLC and MML Investors Services, Inc. are
members in good standing with the NASD.
40. (a) Furnish the following information with respect to all fees
----------------------------------------------------------
received by each principal underwriter of the trust from the sale
-----------------------------------------------------------------
of securities of the trust and any other functions in connection
----------------------------------------------------------------
therewith exercised by such underwriter in such capacity or
-----------------------------------------------------------
otherwise during the period covered by the financial statement
--------------------------------------------------------------
filed herewith.
--------------
None.
(b) Furnish the following information with respect to any fee or any
----------------------------------------------------------------
participation in fees received by each principal underwriter from
-----------------------------------------------------------------
any underlying investment company or any affiliated person or
-------------------------------------------------------------
investment adviser of such company:
----------------------------------
None.
(1) The nature of such fee or participation.
---------------------------------------
None.
(2) The name of the person making payment.
-------------------------------------
-40-
<PAGE>
None.
(3) The nature of the services rendered in consideration for
--------------------------------------------------------
such fee or participation.
--------------------------
None.
(4) The aggregate amount received during the last fiscal year
---------------------------------------------------------
covered by the financial statements filed herewith.
--------------------------------------------------
None.
41. (a) Describe the general character of the business principal
--------------------------------------------------------
underwriter, including a statement as to any business other than
----------------------------------------------------------------
the distribution of securities of the trust. If a principal
------------------------------------------------------------
underwriter acts or has acted in any capacity with respect to any
-----------------------------------------------------------------
investment company or companies other than the trust, state the
---------------------------------------------------------------
name or names of such company or companies, their relationship,
---------------------------------------------------------------
if any, to the trust and the nature of such activities. If a
-------------------------------------------------------------
principal underwriter has ceased to act in such named capacity,
---------------------------------------------------------------
state the date of and circumstances surrounding such cessation.
--------------------------------------------------------------
MML Distributors, LLC ("Distributors") is a broker-dealer
engaged in the business of underwriting various variable
annuity and variable life policies issued by MML Bay State and
affiliated insurance companies including MassMutual. MML
Investors Services, Inc. ("MMLISI") is a broker-dealer which is
engaged in the businesses of acting as the co-underwriter of
various variable annuity and variable life insurance policies
issued by MML Bay State, MassMutual and MassMutual insurance
affiliates, distributing mutual funds, variable annuities,
variable life insurance contracts, direct participation
programs and unit investment trusts; and acting as the
introducing broker-dealer with respect to various securities
brokerage transactions.
Distributors currently acts as the principal underwriter, and
MMLISI acts as the co-underwriter, for the following investment
companies, all of which are separate accounts of either
MassMutual, MML Bay State, or an insurance company affiliated
with MassMutual:
MassMutual Separate Accounts:
Massachusetts Mutual Variable Annuity Separate Accounts I &
II, Massachusetts Mutual Variable Life Separate Account I &
II, Massachusetts Mutual Variable Annuity Separate Account
3, Panorama Separate Account, and Connecticut Mutual
Variable Life Separate Account 1 CML/OFFITBANK Separate
Account, CML Variable Accumulation Annuity Accounts A, B &
E, Massachusetts Mutual Variable Annuity Fund 1 & 2.
Separate Accounts of MML Bay State:
MML Bay State Variable Life Separate Account I, MML Bay
State Variable Life Separate Account II, MML Bay State
Variable Life
-41-
<PAGE>
Separate Account III, MML Bay State Variable Life Separate
Account IV, MML Bay State Variable Life Separate Account V,
and MML Bay State Variable Annuity Separate Account I.
Separate Accounts of CM Life Insurance Co.:
Panorama Plus Separate Account, CM Multi Account A, and CM
Life Variable Life Separate Account I.
In addition, MMLISI acts as the retail distributor of several
hundred investment companies that are not affiliated with
MassMutual.
(b) Furnish as at latest practicable date the address of each branch
----------------------------------------------------------------
office of each principal underwriter currently selling securities
-----------------------------------------------------------------
of the trust and furnish the name and residence address of the
--------------------------------------------------------------
person in charge of such office.
-------------------------------
Not applicable. The Policies are not currently being sold.
(c) Furnish the number of individual salesmen of each principal
-----------------------------------------------------------
underwriter through whom any of the securities of the trust were
----------------------------------------------------------------
distributed for the last fiscal year of the trust covered by the
----------------------------------------------------------------
financial statements filed herewith and furnish the aggregate
-------------------------------------------------------------
amount of compensation received by such salesmen in such year.
-------------------------------------------------------------
Not applicable. The Policies are not currently being sold.
42. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to each principal underwriter currently distributing
------------------------------------------------------------
securities of the trust and with respect to each of the officers,
-----------------------------------------------------------------
directors or partners of such underwriter (ownership of securities
------------------------------------------------------------------
of the Trust).
--------------
Not Applicable. The Policies are not currently being distributed.
43. Furnish, for the last fiscal year covered by the financial statements
---------------------------------------------------------------------
filed herewith, the amount of brokerage commissions received by any
-------------------------------------------------------------------
principal underwriter who is a member of a national securities
--------------------------------------------------------------
exchange and who is currently distributing the securities of the
----------------------------------------------------------------
trust or effecting transactions for the trust in the portfolio
--------------------------------------------------------------
securities of the trust.
------------------------
Not Applicable. The Policies are not currently being distributed.
Offering Price or Acquisition Valuation of Securities of the Trust
------------------------------------------------------------------
44. (a) Furnish the following information with respect to the method of
---------------------------------------------------------------
valuation used by the trust for the purposes of determining the
---------------------------------------------------------------
offering price to the public of securities issued the trust or
--------------------------------------------------------------
the valuation of shares or interests in the underlying securities
-----------------------------------------------------------------
acquired by the holder of a periodic payment plan certificate.
-------------------------------------------------------------
The net premium equals the premium paid minus the sum of the
sales load (0% - 5%), the state premium tax (1.75% - 4%), and the
federal DAC tax (currently 0.25%) charges. Premium paid under the
Policy by the Policyowner may be allocated to the General Account
of the Company or to the Division(s) selected by the Policyowner
after expiration of the free look period. Allocations to the
-42-
<PAGE>
Divisions are credited to the Policy in the form of Accumulation
Units. Accumulation Units are credited separately for each
Division. The number of Accumulation Units of each Division
credited to the Policy is equal to the portion of the net premium
allocated to the Division, divided by the dollar value of the
applicable Accumulation Unit as of the valuation date the payment
is received at the Company's Principal Administrative Office. The
number of Accumulation Units resulting from each net premium will
remain fixed unless changed by a subsequent split of Accumulation
Unit value, transfer, partial withdrawal or surrender. In
addition, if the Company deducts the Account Value Charges or
other charges from a Division (as a result of insufficient Policy
values in the Company's General Account), each such deduction
will result in cancellation of a number of Accumulation Units
equal in value to the charge allocated to the Division. The
dollar value of an Accumulation Unit of each Division varies from
valuation date to valuation date based on the investment
experience of that Division. That experience, in turn, will
reflect the investment performance, expenses and charges of the
respective underlying Funds. The value of an Accumulation Unit is
set at $1.00 on the first Valuation Date of each Division.
Net Investment Factor - The net investment factor measures the
---------------------
investment performance of a Division of the GVUL Segment of the
Variable Account during the valuation period just ended. The net
investment factor for each Division is equal to 1.0000 plus the
number arrived at by dividing (a) by (b) and subtracting (c) from
the result, where:
(a) is net asset value per share of each Fund held by a Division
for the current Valuation Period, plus any dividend per
share declared on behalf of such fund that has an ex-
dividend date within the current Valuation Period, less the
cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the
operation or maintenance of the Division; and
(b) is the net asset value per share of the Fund held by the
Division for the immediately preceding Valuation Period; and
(c) is the cumulative unpaid charge for mortality and expense
risks for each day in the valuation period equal to .75%, on
an annualized basis, of the Division's assets (which may be
increased or decreased by the Company, but may not exceed
1.00%).
The net investment factor may be greater or less than one.
Therefore, the value of an Accumulation Unit may increase or
decrease. The Policyowner bears the investment risk.
Allocations to the General Account are not converted into
Accumulation Units, but are credited interest at a rate
periodically set by the Company (but which will never be less
than 3%).
(b) Furnish a specimen schedule showing the components of the
---------------------------------------------------------
offering price of the trust's securities as of the latest
---------------------------------------------------------
practicable date.
-----------------
-43-
<PAGE>
No Policies have been issued or offered for sale to the public.
(c) If there is any variation in offering price of the trust's
----------------------------------------------------------
securities to any person or classes of persons other than
---------------------------------------------------------
underwriters, state the nature and amount of such variation and
---------------------------------------------------------------
indicate the person or classes of persons to whom such offering
---------------------------------------------------------------
is made.
--------
At any time, the "price" of an Accumulation Unit of a Division
will be the same for all Policyowners. However, the cost of
insurance charges for the Policies will not be the same for all
Policyowners. The insurance principles of pooling and
distribution of mortality risks is based upon the assumption that
each Policyowner pays a cost of insurance charge commensurate
with the Insured's mortality risk, which is actuarially
determined based upon factors such as age, health and occupation.
In the context of life insurance, a uniform mortality charge (the
"cost of insurance charge") for all Insureds would discriminate
unfairly in favor of those Insureds representing greater
mortality risks to the disadvantage of those representing lesser
risks. Accordingly, there will be a different "price" for each
actuarial category of Policyowners because different cost of
insurance rates will apply. The "price" will also vary based on
net amount at risk. The Policies will be offered and sold
pursuant to this cost of insurance schedule, the Company's
underwriting standards, and in accordance with state insurance
laws. Such laws prohibit unfair discrimination among Insureds,
but recognize that premiums must be based upon factors such as
age, health and occupation. Tables showing the maximum cost of
insurance charges will be delivered as part of the Policy.
45. Furnish the following information with respect to any suspension of
-------------------------------------------------------------------
the redemption rights of the securities issued by the trust during the
----------------------------------------------------------------------
three fiscal years covered by the financial statements filed herewith:
---------------------------------------------------------------------
Not Applicable.
(a) by whose action redemption rights were suspended.
------------------------------------------------
Not Applicable.
(b) the number of days' written notice given to security holders
------------------------------------------------------------
prior to suspension of redemption rights.
-----------------------------------------
Not Applicable.
(c) reason for suspension.
---------------------
Not Applicable.
(d) period during which suspension was in effect.
--------------------------------------------
Not Applicable.
-44-
<PAGE>
46. (a) Furnish the following information with respect to the method of
---------------------------------------------------------------
determining the redemption or withdrawal valuation of securities
----------------------------------------------------------------
issued by the trust:
-------------------
(1) The source of quotations used to determine the value of
-------------------------------------------------------
portfolio securities.
--------------------
The Divisions invest only in shares of the Underlying Funds.
Shares of each are sold and redeemed at their net asset
value as next computed after receipt of the purchase or
redemption order. Each purchase or redemption is confirmed
in a written statement of the number of shares purchased or
redeemed and the aggregate number of shares currently held
by the respective Divisions. See Item 44(a).
(2) Whether opening, closing, bid, asked or any other price is
----------------------------------------------------------
used.
----
See 44(a) and 46(a)(1), above.
(3) Whether price is as of the day of sale or as of any other
---------------------------------------------------------
time.
-----
See 44(a) and 46(a)(1), above.
(4) A brief description of the methods used by registrant for
---------------------------------------------------------
determining other assets and liabilities including accrual
----------------------------------------------------------
for expenses and taxes (including taxes on unrealized
-----------------------------------------------------
appreciation).
-------------
Policy Value and Surrender Value - The Policy value is the
--------------------------------
total amount available for investment and is equal to the
sum of the accumulation in the General Account and the value
of the Accumulation Units in the Divisions. The Policy value
is used in determining the surrender value (the Policy value
less any Policy Debt). There is no guaranteed minimum Policy
value. Because Policy value on any date depends upon a
number of variables, it cannot be predetermined. Policy
value and surrender value will reflect frequency and amount
of net premiums paid, interest credited to accumulations in
the General Account, the investment performance of the
chosen Divisions of the Variable Account, any partial
withdrawals, any loans, any loan repayments, any loan
interest paid or credited, and any charges assessed in
connection with the Policy.
Calculation of Policy Value - The Policy value is determined
---------------------------
on each valuation date. On each valuation date after the
date of issue the Policy value will be:
(a) the aggregate of the values in each of the Divisions on
the valuation date, determined for each Division by
multiplying the value of an Accumulation Unit in that
Division on that date by the number of such
Accumulations Units allocated to the Policy; plus
(b) the value in the General Account (including any amounts
transferred to the General Account with respect to a
loan).
-45-
<PAGE>
Thus, the Policy value is determined by multiplying the number
of Accumulation Units in each Division by the value of the
applicable Accumulation Units on the particular valuation
date, adding the resulting figure for each Division together,
and adding the amount of the accumulations in the General
Account, if any. Also see Item 44(a), above.
Because of its current tax status, the Company does not expect
to incur any federal income tax liabilities that would be
charged to the Variable Account, and the company does not
intend to make a charge for federal income taxes. The Company
may, however, incur state and local taxes (in addition to
premium taxes) in several states. If there is a material
change in state or local tax laws, charges for such taxes, if
any, attributable to the Variable Account may be made.
(5) Other items which registrant deducts from the net asset value
-------------------------------------------------------------
in computing redemption value of its securities.
-----------------------------------------------
Accumulation Units of the Divisions will be redeemed at net
asset value. However, under the Policies, a partial redemption
will be subject to a processing fee of the lesser of $25 or 2%
of the amount redeemed.
(6) Whether adjustments are made for fractions.
------------------------------------------
No adjustments are made for fractions.
(b) Furnish a specimen schedule showing the components of the
---------------------------------------------------------
redemption price to the holders of the trust's securities as of
---------------------------------------------------------------
the latest practicable date.
---------------------------
No Policies have been issued or offered for sale to the public.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO
-------------------------------------------------------------------
SECURITY HOLDERS
----------------
47. Furnish a statement as to the procedure with respect to the maintenance
-----------------------------------------------------------------------
of a position in the underlying securities or interests in the
--------------------------------------------------------------
underlying securities, the extent and nature thereof and the person who
-----------------------------------------------------------------------
maintains such a position. Include a description of the procedure with
-----------------------------------------------------------------------
respect to the purchase of underlying securities or interests in the
--------------------------------------------------------------------
underlying securities from security holders who exercise redemption or
----------------------------------------------------------------------
withdrawal rights and the sale of such underlying securities and
----------------------------------------------------------------
interests in the underlying securities to other security holders.
------------------------------------------------------------------
State whether the method of valuation of such underlying securities or
----------------------------------------------------------------------
interests in underlying securities differs from that set forth in Items
-----------------------------------------------------------------------
44 and 46. If any item of expenditure included in the determination of
-----------------------------------------------------------------------
the valuation is not or may not actually be incurred or expended,
-----------------------------------------------------------------
explain the nature of such item and who may benefit from the
------------------------------------------------------------
transaction.
-----------
All purchases and redemptions of shares of the Underlying Funds are at
net asset value. Other separate accounts of the Company currently
invest in shares of the MML Fund and the Oppenheimer Funds. The
Panorama Fund and Oppenheimer Funds issue shares to separate accounts
of other affiliated insurance companies. In addition, the Oppenheimer
-46-
<PAGE>
Fund currently issues shares to separate accounts of un-affiliated
insurance companies. All transactions are at net asset value. The
Company will redeem sufficient shares of the Underlying Funds to pay
certain life insurance proceeds, benefits at maturity, or surrender
proceeds, or for other purposes contemplated by the Policy.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
-----------------------------------------------
48. Furnish the following information as to each trustee or custodian of
--------------------------------------------------------------------
the trust.
---------
(a) Name and principal address:
--------------------------
MML Bay State Life Insurance Company
Address of Principal Administrative Office
1295 State Street
Springfield, Massachusetts 01111
(b) Form of organization:
--------------------
Stock life insurance company.
(c) State or other sovereign power under the laws of which the trustee
------------------------------------------------------------------
or custodian was organized.
--------------------------
Organized under the laws of Missouri. However, the Company
presently intends to re-domesticate to the State of Connecticut in
June of 1997.
(d) Name of governmental supervising or examining authority.
-------------------------------------------------------
State of Missouri Division of Insurance (the State of Connecticut
Division of Insurance when the Company re-domesticates to
Connecticut). The Company is also subject to examination by the
insurance departments of each state in which it does business.
49. State the basis for payment of fees or expenses of the trustee or
-----------------------------------------------------------------
custodian for services rendered with respect to the trust and its
-----------------------------------------------------------------
securities, and the amount thereof for the last fiscal year. Indicate
----------------------------------------------------------------------
the person paying such fees or expenses. If any fees or expenses are
---------------------------------------------------------------------
prepaid, state the unearned amounts.
-----------------------------------
The Company is not paid a separate fee for expenses or services
rendered as custodian of the Variable Account.
A daily charge equivalent to a current effective annual rate of 0.75%
of the average daily net asset value of each Division is imposed to
compensate the Company for its assumption of certain mortality and
expense risks. Such expense risks include the risks of increased costs
associated with the custodian function.
An administrative fee (currently $5.25 per month, guaranteed not to
exceed $9.00 per month) is assessed against each Policy. To the extent
such charge covers administrative services, the charge may also be
deemed to include custodial services.
-47-
<PAGE>
As the GVUL Segment of the Variable Account has not commenced
operations, no fees have been paid.
50. State whether the trustee or custodian or any other person has or may
---------------------------------------------------------------------
create a lien on the assets of the trust, and, if so, give full
---------------------------------------------------------------
particulars, outlining the substance of the provisions of any indenture
-----------------------------------------------------------------------
or agreement with respect thereto.
---------------------------------
None. Under Missouri and Connecticut law, the assets supporting Policy
reserves in the Variable Account may not be charged with any
liabilities arising out of any other business of the Company.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
---------------------------------------------------------
51. Furnish the following information with respect to insurance of holders
----------------------------------------------------------------------
of securities:
-------------
Interests in the Variable Account are sold only to fund the Policies.
Other than the Policies themselves, no insurance is sold to
Policyowners with interests in the Divisions, or in connection with
such interests.
(a) The name and address of the insurance company.
---------------------------------------------
Principal Administrative Office Address:
MML Bay State Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(b) The types of policies and whether individual or group policies.
--------------------------------------------------------------
The Policies are group flexible premium adjustable life insurance
certificates with variable riders issued under group flexible
premium adjustable life insurance policies.
(c) The types of risks Insured and excluded.
---------------------------------------
The variable riders are offered only to Certificate owners.
Certificates are offered to individuals age 75 and under, subject
to the individual's membership in a group whose sponsor has
entered into a group insurance policy with the Company and subject
to the Company's underwriting standards. The Company assumes the
risk that the deduction made for mortality and expense risks will
prove inadequate to cover actual insurance costs and expenses.
(d) The coverage of the policies.
----------------------------
The Policies provide insurance coverage on the life of the
Insured. The minimum face amount of each Policy is $50,000. The
Policyowner may free to select a higher death benefit amount
subject to the Company's then current underwriting guidelines.
-48-
<PAGE>
Death Proceeds will be reduced by any outstanding Policy Debt and
any due and unpaid monthly deductions.
(e) The beneficiaries of such policies and the uses to which the
------------------------------------------------------------
proceeds of policies must be put.
--------------------------------
The beneficiary is named by the Policyowner to receive the death
proceeds. The interest of any beneficiary will be subject to any
assignment made by the Policyowner. The Policyowner may declare a
beneficiary to be revocable (changed any time by written request)
or irrevocable (may be changed only with the written consent of
the beneficiary). The interest of a beneficiary who dies before
the Insured will pass to surviving beneficiaries. If all
beneficiaries die before the Insured, the death proceeds will pass
to the Policyowner.
(f) The terms and manner of cancellation and of reinstatement.
---------------------------------------------------------
See Item 17(a) for the manner of cancellation and reinstatement.
(g) The method of determining the amount of premiums to be paid by
--------------------------------------------------------------
holders of securities.
---------------------
See answers to Item 13(a) for amount of charges imposed and 44(a)
and 44(c) for the manner in which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance company
--------------------------------------------------------------
during the last fiscal year.
---------------------------
None. No Policies have been issued or offered for sale to the
public.
(i) Whether any person other than the insurance company receives any
----------------------------------------------------------------
part of such premiums, the name of each such person and the
-----------------------------------------------------------
amounts involved, and the nature of the services rendered
---------------------------------------------------------
therefor.
--------
No person other than the Company receives any part of the amounts
deducted for assumption of mortality and expense risks. However,
the Company may from time to time enter into reinsurance
agreements with other insurance companies under which certain
insurance risks, premium income and related expenses are assumed
by such other insurance companies.
(j) The substance of any other material provisions of any indenture or
------------------------------------------------------------------
agreement of the trust relating to insurance.
--------------------------------------------
None.
VII. POLICY OF REGISTRANT
--------------------
52. (a) Furnish the substance of the provisions of any indenture or
-----------------------------------------------------------
agreement with respect to the conditions upon which and the method
------------------------------------------------------------------
of selection by which particular portfolio securities must or may
-----------------------------------------------------------------
be eliminated from the assets of the trust or must or
-----------------------------------------------------
-49-
<PAGE>
may be replaced by other portfolio securities. If an investment
---------------------------------------------------------------
adviser or other person is to be employed in connection with such
-----------------------------------------------------------------
selection, elimination or substitution, state the name of such
--------------------------------------------------------------
person, the nature of any affiliation to the depositor, trustee or
------------------------------------------------------------------
custodian, and any principal underwriter, and the amount of
-----------------------------------------------------------
remuneration to be received for such services. If any particular
----------------------------------------------------------------
person is not designated in the indenture or agreement, describe
----------------------------------------------------------------
briefly the method of selection of such person.
----------------------------------------------
The investment Policy of each Division of the Variable Account is
to invest in a particular Underlying Fund.
The Company reserves the right, subject to applicable law, to
Create new segments of the Variable Account; create new Variable
Accounts; combine any two or more Variable Accounts; make
available additional Divisions investing in additional investment
companies; substitute or merge two or more Divisions or Variable
Accounts; eliminate one or more Divisions; invest the assets of
the Variable Account in securities other than shares of the Funds
as a substitute for such shares already purchased or as the
securities to be purchased in the future; operate the Variable
Account as a management investment company under the Investment
Company Act of 1940, as amended, or in any other form permitted by
law; and de-register the Variable Account under the Investment
Company Act of 1940, as amended, in the event such registration is
no longer required; and change the name of the Variable Account.
(b) Furnish the following information with respect to each transaction
------------------------------------------------------------------
involving the elimination of any underlying security during the
---------------------------------------------------------------
period covered by the financial statements filed herewith.
---------------------------------------------------------
(1) Title of Security
-----------------
Not applicable.
(2) Date of Elimination
-------------------
Not applicable.
(3) Reasons for Elimination
-----------------------
Not applicable.
(4) The use of the proceeds from the sale of the eliminated
-------------------------------------------------------
security.
---------
Not applicable.
(5) Title of security substituted, if any.
--------------------------------------
Not applicable.
-50-
<PAGE>
(c) Describe the policy of the trust with respect to the substitution
-----------------------------------------------------------------
and elimination of the underlying securities of the trust with
--------------------------------------------------------------
respect to:
----------
(1) the grounds for elimination and substitution;
--------------------------------------------
See 52(a), above.
(2) the type of securities which may be substituted for any
-------------------------------------------------------
underlying security;
-------------------
See 52(a), above.
(3) whether the acquisition of such substituted security or
-------------------------------------------------------
securities would constitute the concentration of investment in
--------------------------------------------------------------
a particular industry or group of industries or would conform
-------------------------------------------------------------
to a policy of concentration of investment in a particular;
-----------------------------------------------------------
industry or group of industries;
-------------------------------
Not Applicable.
(4) whether such substituted securities may be the securities of
------------------------------------------------------------
any other investment company; and
---------------------------------
See 52(a), above.
(5) the substance of the provisions of any indenture or agreement
-------------------------------------------------------------
which authorize or restrict the policy of the registrant in
-----------------------------------------------------------
this regard.
-----------
See 52(a) above.
(d) Furnish a description of any (exclusive of policies covered by
--------------------------------------------------------------
paragraph (a) and (b) herein) of the trust which is deemed a
------------------------------------------------------------
matter of fundamental policy and which is elected to be treated as
------------------------------------------------------------------
such.
----
None.
Regulated Investment Company
- ----------------------------
53. (a) State the taxable status of the trust.
-------------------------------------
Because of its current tax status, the Company does not expect to
incur any federal income tax liabilities that would be charged to
the Variable Account, and the Company does not intend to make a
charge for federal income taxes. The Company may, however, incur
state and local taxes (in addition to premium taxes). If there is
a material change in state or local tax laws, charges for such
taxes, if any, attributable to the Variable Account may be made.
See also 46(a), above.
(b) State whether the trust qualified for the last taxable as year as
-----------------------------------------------------------------
a regulated investment company as defined in Section 851 of the
---------------------------------------------------------------
Internal Revenue Code of
------------------------
-51-
<PAGE>
1954, and state its present intention with respect to such
----------------------------------------------------------
qualification during the current taxable year.
---------------------------------------------
Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
--------------------------------------
54. If the trust is not the issuer of periodic payment plan certificates,
---------------------------------------------------------------------
furnish the following information with respect to each class or series
----------------------------------------------------------------------
of its securities.
-----------------
Not Applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
-------------------------------------------------------------------
transcript of a hypothetical account shall be filed in approximately
--------------------------------------------------------------------
the following form on the basis of the certificate calling for the
------------------------------------------------------------------
smallest amount of payments. The schedule shall cover a certificate of
-----------------------------------------------------------------------
the type currently being sold assuming that such certificate had been
---------------------------------------------------------------------
sold at a date approximately ten years prior to the date of
-----------------------------------------------------------
registration or to the approximate date of organization of the trust.
--------------------------------------------------------------------
Not Applicable.
57. If the trust is the issuer of periodic payment plan certificates,
-----------------------------------------------------------------
furnish by years for the period covered by financial statements filed
---------------------------------------------------------------------
herewith the following information for each installment payment type of
-----------------------------------------------------------------------
periodic payment plan certificate currently being issued by the trust.
---------------------------------------------------------------------
Not Applicable.
58. If the trust is the issuer of periodic plan certificates furnish the
--------------------------------------------------------------------
following information for each installment periodic payment plan
----------------------------------------------------------------
certificate outstanding as at the latest practicable date.
---------------------------------------------------------
Not Applicable.
59. Financial Statements:
--------------------
Financial Statements of the Variable Account
--------------------------------------------
Financial statements are not filed herein because, as of the date of
this registration statement, the GVUL Segment of the Variable Account
had not commenced operation.
Financial Statements of the Depositor
-------------------------------------
The Financial Statements of the Depositor will be filed under a pre-
effective amendment number 1 to the registration statement on Form S-6
filed by the Registrant pursuant the Securities Act of 1933. They are
incorporated herein by reference.
IX. EXHIBITS
--------
A. Furnish the most recent form of the following:
-52-
<PAGE>
(1) Indenture
(a) Resolution of the Board of Directors of MML Bay State Life
Insurance Company authorizing the establishment of the
Separate Account.
(b) Resolution of the Board of Directors of MML Bay State Life
Insurance Company authorizing the establishment of the GVUL
Segment of MML Bay State Variable Life Separate Account I.
(2) Not Applicable.
(3) (a) Form of Distribution Servicing Agreement between MML
Distributors, LLC, and MML Bay State.
(b) Form of Co-Underwriting Agreement between MML Investors
Services, Inc. and MML Bay State.
(c) Form of Broker Dealer Selling Agreement.
(4) Not Applicable.
(5) Form of Group Flexible Premium Adjustable Life Insurance
Certificate To Age 95 with Variable Rider.
(6) Organizational documents of the Company.
(a) Certificate of Incorporation of MML Bay State Life Insurance
Company [to be filed].
(b) By-Laws of MML Bay State Life Insurance Company [to be filed].
(7) Not applicable.
(8) (a) Form of Participation Agreement with Oppenheimer Variable
Account Funds.
(b) Form of Participation Agreement with Panorama Series Fund,
Inc.
(9) Not applicable.
(10) (a) Form of Enrollment Form [to be filed].
(b) Form of Application [to be filed].
B. (1) None.
(2) None.
-53-
<PAGE>
C. None.
-54-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 MML Bay State
Life Insurance Company, depositor of the Registrant, has caused this
registration statement to be duly signed on behalf of the Registrant in the City
of Springfield and the Commonwealth of Massachusetts on March 19, 1997.
MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
----------------------------------------------
(Name of Registrant)
By MML Bay State Life Insurance Company
---------------------------------------
(Name of Depositor)
By: /s/ Anne Melissa Dowling
-----------------------------------
Anne Melissa Dowling
Senior Vice President
Attest: /s/ Michael Chong
--------------------
Michael Chong
(Name)
Second Vice President
Massachusetts Mutual Life Insurance Company
(Title)
-55-
<PAGE>
EXHIBIT LIST
1(1)(a) Resolution establishing MML Bay State Variable Life Separate Account
I.
1(1)(b) Resolution establishing the GVUL Segment of MML Bay State Variable
Life Separate Account I.
1(3)(a) Form of Distribution Servicing Agreement between MML Distributors,
LLC, and MML Bay State Life Insurance Company.
1(3)(b) Form of Co-Underwriting Agreement between MML Investors Services, Inc.
and MML Bay State Life Insurance Company.
1(3)(c) Form of Broker Dealer Selling Agreement.
1(5) Form of Group Flexible Premium Adjustable Life Insurance Certificate
To Age 95 with Variable Rider.
1(8)(a) Form of Participation Agreement with Oppenheimer Variable Account
Funds.
1(8)(b) Form of Participation Agreement with Panorama Series Fund, Inc.
<PAGE>
Exhibit 1.Doc
EXHIBIT 1(1)(A)
Resolution establishing
MML Bay State Variable Life Separate Account I
June 9, 1982
VOTED:
That the Company establish a separate investment account, to be known as
"MML Bay State Variable Life Separate Account I" or such other name as shall be
determined by the President (referred to herein as "Separate Account I") in
accordance with the provisions of Section 376.309 of Chapter 376 of the Missouri
Statutes for the purpose of investing payments to be received under variable
life insurance contracts to be issued by the Company (the "Contracts"); that the
assets of Separate Account I be invested in shares of MML Equity Investment
Company, Inc., MML Money Market Investment Company, Inc., and MML Managed Bond
Investment Company, Inc. or, in lieu thereof or in addition thereto, in the
shares of any other investment company registered under the Investment Company
Act of 1940, at the net asset value of such shares; and that all necessary steps
be taken to comply with applicable federal and state laws in order that the
Contracts may be sold in all jurisdictions in which the Company is authorized to
do a variable life insurance business.
<PAGE>
EXHIBIT 1(1)(B)
Resolution establishing the GVUL Segment of
MML Bay State Variable Life Separate Account I
March 17, 1997
VOTED:
That in connection with the development of a new group variable universal life
insurance product (the "GVUL Policy"), the Company establish a segment of MML
Bay State Variable Life Separate Account I (the "Separate Account") in order to
invest contributions received under the GVUL Policy; that the appropriate
officers of the Company be, and each acting singly hereby is, authorized to
execute all documents or take any other action which said officer deems
necessary or advisable in order to permit the sale of the GVUL Policy, including
the filing of registration statements or amendments thereto with the United
States Securities and Exchange Commission or other appropriate regulatory
authorities; and that the chief executive officer be, and he hereby is,
authorized to establish additional segments of the Separate Account or further
divide any segment of the Separate Account into additional divisions, as such
officer in his discretion deems necessary or appropriate.
<PAGE>
EXHIBIT 1(3)(A)
Form of Distribution Servicing Agreement between MML Distributors, LLC, and MML
Bay State Life Insurance Company.
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Distributors, LLC ("MML Distributors") and MML Bay State Life
Insurance Company ("Bay State"), on its own behalf and on behalf of MML Bay
State Variable Life Separate Account I (the "Separate Account"), a separate
account of Bay State, as follows:
WHEREAS, the Separate Account was established under authority of resolutions of
the Board of Directors of Bay State in order to set aside and invest assets
attributable to certain variable life insurance contracts (the "Contracts")
issued by Bay State; and
WHEREAS, Bay State has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, Bay State will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, Bay State intends for the Contracts to be sold by agents and brokers
who are required to be registered representatives of a broker-dealer that is
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, Bay State desires to engage MML Distributors, a broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to act as
the principal underwriter ("Underwriter") of the Contracts, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations, and MML Distributors desires to act as
Underwriter for the sale of the Contracts and to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. Bay State hereby appoints MML Distributors as, and MML
Distributors agrees to serve as, Underwriter of the Contracts during the term of
this Agreement for purposes of federal and state securities laws. Bay State
reserves the right, however, to refuse
<PAGE>
at any time or times to sell any Contracts hereunder for any reason, and Bay
State maintains ultimate responsibility for the sales of the Contracts.
MML Distributors shall use reasonable efforts to sell the Contracts but does not
agree hereby to sell any specific number of Contracts and shall be free to act
as underwriter of other securities. MML Distributors agrees to offer the
Contracts for sale in accordance with the prospectus then in effect for the
Contracts.
2. SERVICES. MML Distributors agrees, on behalf of Bay State and the Separate
Account, and in its capacity as Underwriter, to undertake at its own expense
except as otherwise provided herein, to provide certain sales, administrative
and supervisory services relative to the Contracts as described below, and
otherwise to perform all duties that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations.
3. SELLING GROUP. MML Distributors may enter into sales agreements for the
sale of the Contracts with independent broker-dealer firms ("Independent
Brokers") whose registered representatives have been or shall be licensed and
appointed as life insurance agents of Bay State. All such agreements shall be
in a form agreed to by Bay State. All such agreements shall provide that the
Independent Brokers must assume full responsibility for continued compliance by
itself and its associated persons with the NASD Rules of Fair Practice (the
"Rules") and all applicable federal and state securities and insurance laws.
All associated persons of such Independent Brokers soliciting applications for
the Contracts shall be duly and appropriately licensed and appointed for the
sale of the Contracts under the Rules and applicable federal and state
securities and insurance laws.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MML Distributors and Bay State in connection
with the offer or sale of the Contracts shall be considered a "person
associated" with MML Distributors as defined in Section 3(a)(18) of the 1934
Act. MML Distributors shall have full responsibility for the securities
activities of each such person as contemplated by Section 15 of the 1934 Act.
MML Distributors shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the Rules and applicable federal
and state securities laws. Without limiting the generality of the foregoing, MML
Distributors agrees that it shall be fully responsible for:
(a) ensuring that no representative of MML Distributors shall offer
or sell the Contracts until such person is appropriately licensed,
registered, or otherwise qualified to offer and sell such Contracts
under the federal securities laws and any applicable securities laws
of each state or other jurisdiction in which such Contracts may be
lawfully sold, in which Bay State is licensed to sell the Contracts,
and in which such person shall offer or sell the Contracts; and
<PAGE>
(b) training and supervising Bay State's agents and brokers who are
also registered representatives of MML Distributors for purposes of
complying on a continuous basis with the Rules and with federal and
state securities laws applicable in connection with the offering and
sale of the Contracts. In this connection, MML Distributors shall:
(i) jointly conduct with Bay State such training
(including the preparation and utilization of training
materials) as in the opinion of MML Distributors and Bay
State is necessary to accomplish the purposes of this
Agreement;
(ii) establish and implement reasonable written procedures
for supervision of sales practices of registered
representatives of MML Distributors who sell the Contracts;
(iii) provide a sufficient number of registered principals
and an adequately staffed compliance department to carry out
the responsibilities as set forth herein;
(iv) take reasonable steps to ensure that Bay State agents
and brokers who are also registered representatives of MML
Distributors recommend the purchase of the Contracts only
upon reasonable grounds to believe that the purchase of the
Contracts is suitable for such applicant; and
(v) impose disciplinary measures on agents of Bay State
who are also registered representatives of MML Distributors
as required.
The parties hereto recognize that any registered representative of MML
Distributors or Independent Broker selling the Contracts as contemplated by this
Agreement shall also be acting as an insurance agent of Bay State or as an
insurance broker, and that the rights of MML Distributors and Independent Broker
to supervise such persons shall be limited to the extent specifically described
herein or required under applicable federal or state securities laws or NASD
regulations.
5. REGISTRATION AND QUALIFICATION OF CONTRACTS. Bay State has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the "Prospectus")
for the Contracts.
Bay State agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MML Distributors for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MML Distributors may reasonably request. Bay State shall advise MML
Distributors promptly of any action of the SEC or any authorities of any state
or
<PAGE>
territory, of which it is aware, affecting registration or qualification of the
Separate Account, or rights to offer the Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, Bay State will forthwith prepare and furnish to MML
Distributors, without charge, amendments or supplements to the Registration
Statement sufficient to make the statements made in the Registration Statement
as so amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. REPRESENTATIONS OF BAY STATE. Bay State represents and warrants to MML
Distributors and to the Independent Brokers as follows:
(a) Bay State is an insurance company duly organized under the laws
of the state of Missouri and is in good standing and is authorized to
conduct business under the laws of each state in which the Contracts
are sold, that the Separate Account was legally and validly
established as a segregated asset account under the Insurance Code of
Missouri, and that the Separate Account has been properly registered
as a unit investment trust in accordance with the provisions of the
1940 Act to serve as segregated investment accounts for the Contracts.
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of Bay State.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were or are
made, not materially misleading.
(d) Bay State shall make available to MML Distributors copies of all
financial statements that MML Distributors reasonably requests for use
in connection with the offer and sale of the Contracts.
(e) No federal or state agency or bureau has issued an order
preventing or suspending the offer of the Contracts or the use of the
Registration Statement, or of any part thereof, with respect to the
sale of the Contracts.
(f) The offer and sale of the Contracts is not subject to
registration, or if necessary, is registered, under the Blue Sky laws
of the states in which the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the
applicable state insurance laws in those states in which the Contracts
shall be offered for sale. In each state
<PAGE>
where such qualification is effected, Bay State shall file and make
such statements or reports as are or may be required by the laws of
such state.
(h) This Agreement has been duly authorized, executed and delivered
by Bay State and constitutes the valid and legally binding obligation
of Bay State. Neither the execution and delivery of this Agreement by
Bay State nor the consummation of the transactions contemplated herein
will result in a breach or violation of any provision of the state
insurance laws applicable to Bay State, any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
7. REPRESENTATIONS OF MML DISTRIBUTORS. MML Distributors represents and
warrants to Bay State as follows:
(a) MML Distributors is duly registered as a broker-dealer under the
1934 Act and is a member in good standing of the NASD and, to the
extent necessary to perform the activities contemplated hereunder, is
duly registered, or otherwise qualified, under the applicable
securities laws of every state or other jurisdiction in which the
Contracts are available for sale.
(b) This Agreement has been duly authorized, executed and delivered
by MML Distributors and constitutes the valid and legally binding
obligation of MML Distributors. Neither the execution and delivery of
this Agreement by MML Distributors nor the consummation of the
transactions contemplated herein will result in a breach or violation
of any provision of the federal or state securities laws or the Rules,
applicable to MML Distributors, or any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
(c) MML Distributors shall comply with the Rules and the securities
laws of any jurisdiction in which it sells, directly or indirectly,
any Contracts.
8. EXPENSES. MML Distributors shall be responsible for all expenses
incurred in connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
Bay State shall be responsible for all expenses of printing and distributing the
Prospectuses, and all other expenses of preparing, printing and distributing all
other sales literature or material for use in connection with offering the
Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MML Distributors will use and
distribute only the Prospectus, statements of additional information, or other
applicable and authorized sales literature then in effect in selling the
Contracts. MML Distributors is not authorized to give any information or to
make any representations concerning the Contracts other than those
<PAGE>
contained in the current Registration Statement filed with the SEC or in such
sales literature as may be authorized by Bay State.
MML Distributors agrees to make timely filings with the SEC, the NASD, and such
other regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contracts and intended for distribution to
prospective investors. Bay State shall review and approve all advertising and
sales literature concerning the Contracts utilized by MML Distributors. MML
Distributors also agrees to furnish to Bay State copies of all agreements and
plans it intends to use in connection with any sales of the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on application
forms supplied by Bay State, and shall be remitted by MML Distributors or
Independent Brokers promptly, together with such forms and any other required
documentation, directly to Bay State at the address indicated on such
application or to such other address as Bay State may, from time to time,
designate in writing. All applications are subject to acceptance or rejection by
Bay State at its sole discretion.
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of Bay State and
shall be transmitted immediately in accordance with the administrative
procedures of Bay State without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MML Distributors. Checks or money orders as payment on
any Contract shall be drawn to the order of "MML Bay State Life Insurance
Company." No cash payments shall be accepted by MML Distributors in connection
with the Contracts. Unless otherwise agreed to by Bay State in writing, neither
MML Distributors nor any of Bay State's agents nor any broker shall have an
interest in any surrender charges, deductions or other fees payable to Bay State
as set forth herein.
12. INSURANCE LICENSES. Bay State shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers selling
the Contracts in all states or jurisdictions in which the Contracts are offered
for sale by such person. Bay State reserves the right to refuse to appoint any
proposed agent or broker, and to terminate an agent or broker once appointed.
Bay State agrees to be responsible for all licensing or other fees required
under pertinent state insurance laws to properly authorize agents or brokers for
the sale of the Contracts; however, the foregoing shall not limit Bay State's
right to collect such amount from any person or entity other than MML
Distributors.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and
agents in connection with the sale of Contracts shall be paid by Bay State, on
behalf of MML Distributors, to the persons entitled thereto in accordance with
the applicable agreement between each such broker or agent and Bay State or a
general agent thereof. MML Distributors shall assist Bay State in the payment of
such amounts as Bay State shall reasonably request, provided that MML
Distributors shall not be required to perform any acts that would
<PAGE>
subject it to registration under the insurance laws of any state. The
responsibility of MML Distributors shall include the performance of all
activities by MML Distributors necessary in order that the payment of such
amounts fully complies with all applicable federal and state securities laws.
Unless applicable federal or state securities law shall require, Bay State
retains the ultimate right to determine the commission rate paid to its agents.
14. MML DISTRIBUTORS' COMPENSATION. As payment for its services hereunder, MML
Distributors shall receive an annual fee in the amount of $10,000 per year.
Payments shall commence and be made no later than December 31 of each year.
15. BOOKS AND RECORDS. MML Distributors and Bay State shall each cause to be
maintained and preserved for the period prescribed such accounts, books, and
other documents as are required of it by the 1934 Act and any other applicable
laws and regulations. In particular, without limiting the foregoing, MML
Distributors shall cause all the books and records in connection with the offer
and sale of the Contracts by its registered representatives to be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under the
1934 Act, to the extent that such requirements are applicable to the Contracts.
The books, accounts, and records of MML Distributors and Bay State as to all
transactions hereunder shall be maintained so as to disclose clearly and
accurately the nature and details of the transactions. The payment of premiums,
purchase payments, commissions and other fees and payments in connection with
the Contracts by its registered representatives shall be reflected on the books
and records of MML Distributors as required under applicable NASD regulations
and federal and state securities laws requirements.
MML Distributors and Bay State, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts kept
pursuant to a requirement of applicable law or regulation, the ultimate and
legal responsibility for maintaining and preserving such books, records and
accounts shall be that of the party which is required to maintain or preserve
such books, records and accounts under the applicable law or regulation, and
such books, records and accounts shall be maintained and preserved under the
supervision of that party. MML Distributors and Bay State shall each cause the
other to be furnished with such reports as it may reasonably request for the
purpose of meeting its reporting and recordkeeping requirements under such
regulations and laws, and under the insurance laws of the Commonwealth of
Massachusetts and any other applicable states or jurisdictions.
MML Distributors and Bay State each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MML
Distributors, unless such documents, reports, records, books, files and other
materials are required by applicable regulation or law to be also maintained by
Bay State, in which case such material shall be the joint property of MML
Distributors and Bay State. All other documents, reports, records, books, files
and other
<PAGE>
materials maintained relative to this Agreement shall be the property of Bay
State. Upon termination of this Agreement, all said material shall be returned
to the applicable party.
MML Distributors and Bay State shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and other
materials related to this Agreement. Such books, accounts, records, files, and
other materials shall remain confidential and shall not be voluntarily disclosed
to any other person or entity except as described below in section 16..
16. AVAILABILITY OF RECORDS. MML Distributors and Bay State shall each submit
to all regulatory and administrative bodies having jurisdiction over the sales
of the Contracts, present or future, any information, reports, or other material
that any such body by reason of this Agreement may request or require pursuant
to applicable laws or regulations. In particular, without limiting the
foregoing, Bay State agrees that any books and records it maintains pursuant to
paragraph 15 of this Agreement which are required to be maintained under Rule
17a-3 or 17a-4 of the 1934 Act shall be subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940
Act.
17. CONFIRMATIONS. Bay State agrees to prepare and mail a confirmation for each
transaction in connection with the Contracts at or before the completion thereof
as required by the 1934 Act and applicable interpretations thereof, including
Rule 10b-10 thereunder. Each such confirmation shall reflect the facts of the
transaction, and the form thereof will show that it is being sent on behalf of
MML Distributors or Independent Broker acting in the capacity of agent for Bay
State.
18. INDEMNIFICATION. Bay State shall indemnify MML Distributors, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) the Registration Statement or any application or
other document or written information provided by or on behalf of Bay State
includes any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading, unless such statement or omission was
made in reliance upon, and in conformity with, written information furnished to
Bay State by MML Distributors, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii) there
is a misrepresentation, breach of warranty or failure to fulfill any covenant or
warranty made or undertaken by Bay State hereunder.
MML Distributors will indemnify Bay State, its officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising
<PAGE>
out of or based upon an allegation or finding that: (i) MML Distributors or its
registered representatives offered or sold or engaged in any activity relating
to the offer and sale of the Contracts which was in violation of any provision
of the federal securities laws or, (ii) there is a material misrepresentation,
material breach of warranty or material failure to fulfill any covenant or
warranty made or undertaken by MML Distributors hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of notice
of the commencement of any action by a third party, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this paragraph 18, notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve the
indemnifying party from liability which the indemnifying party may have to any
indemnified party otherwise than under this paragraph. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
19. INDEPENDENT CONTRACTOR. MML Distributors shall be an independent
contractor. MML Distributors is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. MML
Distributors assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
20. TERMINATION. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of the
parties hereto. This Agreement shall automatically be terminated in the event of
its assignment. Subject to Bay State's approval, however, MML Distributors may
delegate any duty or function assigned to it in this agreement provided that
such delegation is permissible under applicable law. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except the
obligations to settle accounts hereunder, including the settlement of monies due
in connection with the Contracts in effect at the time of termination or issued
pursuant to applications received by Bay State prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of
the 1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect,
<PAGE>
and the terms hereof shall be interpreted and construed in accordance therewith.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be interpreted in accordance with the
laws of the Commonwealth of Massachusetts.
22. NON-EXCLUSIVITY. The services of MML Distributors and Bay State to
the Separate Account hereunder are not to be deemed exclusive and MML
Distributors and Bay State shall be free to render similar services to others so
long as their services hereunder are not impaired or interfered with hereby.
23. AMENDMENT. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument executed
by all parties hereto.
24. INTERESTS IN AND OF MML DISTRIBUTORS. It is understood that any of the
policyholders, directors, officers, employees and agents of Bay State may be a
shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MML Distributors, any affiliated person of MML Distributors, any
organization in which MML Distributors may have an interest, or any organization
which may have an interest in MML Distributors; that MML Distributors, any such
affiliated person or any such organization may have an interest in Bay State;
and that the existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in the
Charter, Articles of Incorporation, or By-Laws of Bay State and MML
Distributors, respectively, or by specific provision of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officials thereunto duly authorized and seals to be affixed,
as of the day and year first above written.
MML BAY STATE LIFE
INSURANCE COMPANY, on its behalf
and on behalf of MML BAY STATE
VARIABLE LIFE SEPARATE
ACCOUNT I
ATTEST:
/s/ Richard Howe By: /s/ Isadore Jermyn
------------------
Isadore Jermyn
MML DISTRIBUTORS, LLC
ATTEST:
/s/ Michael L. Kerley By: /s/ John O' Connor
------------------
John A. O'Connor
President
<PAGE>
EXHIBIT 1(3)(B)
Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MML
Bay State Life Insurance Company.
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Investors Services, Inc. ("MMLISI") and MML Bay State Life
Insurance Company ("Bay State"), on its own behalf and on behalf of MML Bay
State Variable Life Separate Account I (the "Separate Account"), a separate
account of Bay State, as follows:
WHEREAS, the Separate Account was established under authority of the Board of
Directors of Bay State in order to set aside and invest assets attributable to
certain variable life insurance contracts (the "Contracts") issued by Bay State;
and
WHEREAS, Bay State has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, Bay State will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, Bay State intends for the Contracts to be sold by its agents and
brokers who are required to be registered representatives of a broker-dealer
that is registered with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MMLISI has served as the principal underwriter of the Contracts
pursuant to a Servicing Agreement (the "Servicing Agreement") dated January 2,
1988, as amended, and,
WHEREAS, Bay State desires to engage MMLISI, a broker-dealer registered with the
SEC under the 1934 Act and a member of the NASD, to now act as co-underwriter
("Co-underwriter") in connection with the distribution of the Contracts by the
full-time career contracted agents of Bay State ("Agents") and certain other
brokers, and in connection therewith, to provide certain services and
supervision to such Agents and brokers who are also registered representatives
of MMLISI and who sell the Contracts, and to otherwise perform certain duties
and functions that are necessary and proper for the distribution of the
Contracts as required under applicable federal and state securities laws and
NASD regulations, and MMLISI desires to act as Co-underwriter for the sale of
the Contracts and to assume such responsibilities;
<PAGE>
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. The Servicing Agreement is hereby terminated, and Bay State
hereby appoints MMLISI as, and MMLISI agrees to serve as, Co-underwriter of the
Contracts during the term of this Agreement for purposes of federal and state
securities laws. Bay State reserves the right, however, to refuse at any time
or times to sell any Contracts hereunder for any reason, and Bay State maintains
ultimate responsibility for the sales of the Contracts.
2. SERVICES. MMLISI agrees, on behalf of Bay State and in its capacity as Co-
underwriter, to undertake at its own expense except as otherwise provided
herein, to provide certain sales, administrative and supervisory services
relative to the Contracts as described below, and otherwise to perform all
duties that are necessary and proper for the distribution of the Contracts as
required under applicable federal and state securities laws and NASD
regulations.
3. BEST EFFORTS. MMLISI shall use reasonable efforts to sell the Contracts but
does not agree hereby to sell any specific number of Contracts and shall be free
to act as underwriter of other securities. MMLISI agrees to offer the Contracts
for sale in accordance with the prospectus then in effect for the Contracts.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MMLISI and Bay State in connection with the
offer or sale of the Contracts shall be considered a "person associated" with
MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall have full
responsibility for the securities activities of each such person as contemplated
by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance, supervisory
and other obligations hereunder with respect to the activities of its registered
representatives as required by the NASD Rules of Fair Practice (the "Rules") and
applicable federal and state securities laws. Without limiting the generality of
the foregoing, MMLISI agrees that it shall be fully responsible for:
(a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which Bay
State is licensed to sell the Contracts, and in which such person shall
offer or sell the Contracts; and
(b) training and supervising Bay State's Agents and brokers who are also
registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities laws
applicable in connection with the offering and sale of the Contracts. In
this connection, MMLISI shall:
<PAGE>
(i) jointly conduct with Bay State such training (including the
preparation and utilization of training materials) as in the opinion
of MMLISI and Bay State is necessary to accomplish the purposes of
this Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of MMLISI
who sell the Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that Bay State Agents and
brokers who are also registered representatives of MMLISI recommend
the purchase of the Contracts only upon reasonable grounds to believe
that the purchase of the Contracts is suitable for such applicant; and
(v) impose disciplinary measures on agents of Bay State who are
also registered representatives of MMLISI as required.
The parties hereto recognize that any registered representative of MMLISI
selling the Contracts as contemplated by this Agreement shall also be acting as
an insurance agent of Bay State or as an insurance broker, and that the rights
of MMLISI to supervise such persons shall be limited to the extent specifically
described herein or required under applicable federal or state securities laws
or NASD regulations. Such persons shall not be considered employees of MMLISI
and shall be considered agents of MMLISI only as and to the extent required by
such laws and regulations. Further, it is intended by the parties hereto that
such persons are and shall continue to be considered to have a common law
independent contractor relationship with Bay State and not to be common law
employees of Bay State.
5. REGISTRATION AND QUALIFICATION OF CONTRACTS. Bay State has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the "Prospectus")
for the Contracts.
Bay State agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MMLISI may reasonably be expected to sell. Bay State shall advise
MMLISI promptly of any action of the SEC or any authorities of any state or
territory, of which it is aware, affecting registration or qualification of the
Separate Account, or rights to offer the Contracts for sale.
<PAGE>
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, Bay State will forthwith prepare and furnish to MMLISI,
without charge, amendments or supplements to the Registration Statement
sufficient to make the statements made in the Registration Statement as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. REPRESENTATIONS OF BAY STATE. Bay State represents and warrants to MMLISI
as follows:
(a) Bay State is an insurance company duly organized under the laws of the
State of Missouri and is in good standing and is authorized to conduct
business under the laws of each state in which the Contracts are sold, that
the Separate Account was legally and validly established as a segregated
asset account under the Insurance Code of Missouri, and that the Separate
Account has been properly registered as unit investment trusts in
accordance with the provisions of the 1940 Act to serve as segregated
investment accounts for the Contracts.
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of Bay State.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were or are made, not
materially misleading.
(d) Bay State shall make available to MMLISI copies of all financial
statements that MMLISI reasonably requests for use in connection with the
offer and sale of the Contracts.
(e) No federal or state agency or bureau has issued an order preventing or
suspending the offer of the Contracts or the use of the Registration
Statement, or of any part thereof, with respect to the sale of the
Contracts.
(f) The offer and sale of the Contracts is not subject to registration, or
if necessary, is registered, under the Blue Sky laws of the states in which
the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the applicable
state insurance laws in those states in which the Contracts shall be
offered for sale. In each state where such qualification is effected, Bay
State shall file and make such statements or reports as are or may be
required by the laws of such state.
<PAGE>
(h) This Agreement has been duly authorized, executed and delivered by Bay
State and constitutes the valid and legally binding obligation of Bay
State. Neither the execution and delivery of this Agreement by Bay State
nor the consummation of the transactions contemplated herein will result in
a breach or violation of any provision of the state insurance laws
applicable to Bay State, any judicial or administrative orders in which it
is named or any material agreement or instrument to which it is a party or
by which it is bound.
7. REPRESENTATIONS OF MMLISI. MMLISI represents and warrants to Bay State
as follows:
(a) MMLISI is duly registered as a broker-dealer under the 1934 Act and is
a member in good standing of the NASD and, to the extent necessary to
perform the activities contemplated hereunder, is duly registered, or
otherwise qualified, under the applicable securities laws of every state or
other jurisdiction in which the Contracts are available for sale.
(b) This Agreement has been duly authorized, executed and delivered by
MMLISI and constitutes the valid and legally binding obligation of MMLISI.
Neither the execution and delivery of this Agreement by MMLISI nor the
consummation of the transactions contemplated herein will result in a
breach or violation of any provision of the federal or state securities
laws or the Rules, applicable to MMLISI, or any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
(c) MMLISI shall comply with the Rules and the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Contracts.
8. EXPENSES. MMLISI shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its obligations
hereunder, except as otherwise provided herein.
Bay State shall be responsible for all expenses of printing and distributing the
Prospectuses, and all other expenses of preparing, printing and distributing all
other sales literature or material for use in connection with offering the
Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MMLISI agrees to ensure that its
registered representatives use only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in effect
in selling the Contracts. MMLISI is not authorized to give any information or to
make any representations concerning the Contracts other than those contained in
the current Registration Statement filed with the SEC or in such sales
literature as may be authorized by Bay State.
MMLISI agrees to make timely filings with the SEC, the NASD, and such other
regulatory authorities as may be required of any sales literature or advertising
materials relating to the
<PAGE>
Contracts and intended for distribution to prospective investors. Bay State
shall review and approve all advertising and sales literature concerning the
Contracts utilized by MMLISI. MMLISI also agrees to furnish to Bay State copies
of all agreements and plans it intends to use in connection with any sales of
the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on application
forms supplied by Bay State, and shall be remitted by MMLISI promptly, together
with such forms and any other required documentation, directly to Bay State at
the address indicated on such application or to such other address as Bay State
may, from time to time, designate in writing. All applications are subject to
acceptance or rejection by Bay State at its sole discretion.
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of Bay State and
shall be transmitted immediately in accordance with the administrative
procedures of Bay State without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MMLISI. Checks or money orders as payment on any
Contract shall be drawn to the order of "Massachusetts Mutual Life Insurance
Company." No cash payments shall be accepted by MMLISI in connection with the
Contracts. Unless otherwise agreed to by Bay State in writing, neither MMLISI
nor any of Bay State's Agents nor any broker shall have an interest in any
surrender charges, deductions or other fees payable to Bay State as set forth
herein.
12. INSURANCE LICENSES. Bay State shall apply for and maintain the proper
insurance licenses and appointments for each of the Agents and brokers selling
the Contracts in all states or jurisdictions in which the Contracts are offered
for sale by such person. Bay State reserves the right to refuse to appoint any
proposed Agent or broker, and to terminate an Agent or broker once appointed.
Bay State agrees to be responsible for all licensing or other fees required
under pertinent state insurance laws to properly authorize Agents or brokers for
the sale of the Contracts; however, the foregoing shall not limit Bay State's
right to collect such amount from any person or entity other than MMLISI.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers
and Agents in connection with the sale of Contracts shall be paid by Bay State,
on behalf of MMLISI, to the persons entitled thereto in accordance with the
applicable agreement between each such broker or Agent and Bay State or a
general agent thereof. MMLISI shall assist Bay State in the payment of such
amounts as Bay State shall reasonably request, provided that MMLISI shall not be
required to perform any acts that would subject it to registration under the
insurance laws of any state. The responsibility of MMLISI shall include the
performance of all activities by MMLISI necessary in order that the payment of
such amounts fully complies with all applicable federal and state securities
laws. Unless applicable federal or state securities law shall require, Bay
State retains the ultimate right to determine the commission rate paid to its
Agents.
<PAGE>
14. MMLISI COMPENSATION. As payment for its services hereunder, MMLISI shall
receive an annual fee equal to the sum of a fixed fee of $190,000 plus a
variable fee of 2 basis points (.0002) of all first year sales of the Contracts
that occur in 1996. Payments shall commence and be made no later than December
31 of each year. The variable fee shall be paid to MMLISI's wholly-owned
subsidiary, MML Insurance Agency, Inc. ("MMLIAI"). The fixed fee shall be
renegotiated annually commencing in 1997. The last agreed-to amounts for these
fees shall remain in effect until the new fees are mutually agreed upon and are
set forth in a schedule attached hereto.
15. BOOKS AND RECORDS. MMLISI and Bay State shall each cause to be maintained
and preserved for the period prescribed such accounts, books, and other
documents as are required of it by the 1934 Act and any other applicable laws
and regulations. In particular, without limiting the foregoing, MMLISI shall
cause all the books and records in connection with the offer and sale of the
Contracts by its registered representatives to be maintained and preserved in
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act, to
the extent that such requirements are applicable to the Contracts. The books,
accounts, and records of MMLISI and Bay State as to all transactions hereunder
shall be maintained so as to disclose clearly and accurately the nature and
details of the transactions. The payment of premiums, purchase payments,
commissions and other fees and payments in connection with the Contracts by its
registered representatives shall be reflected on the books and records of MMLISI
as required under applicable NASD regulations and federal and state securities
laws requirements.
MMLISI and Bay State, from time to time during the term of this Agreement, shall
divide the administrative responsibility for maintaining and preserving the
books, records and accounts kept in connection with the Contracts; provided,
however, in the case of books, records and accounts kept pursuant to a
requirement of applicable law or regulation, the ultimate and legal
responsibility for maintaining and preserving such books, records and accounts
shall be that of the party which is required to maintain or preserve such books,
records and accounts under the applicable law or regulation, and such books,
records and accounts shall be maintained and preserved under the supervision of
that party. MMLISI and Bay State shall each cause the other to be furnished with
such reports as it may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under such regulations and laws, and
under the insurance laws of the Commonwealth of Massachusetts and any other
applicable states or jurisdictions.
MMLISI and Bay State each agree and understand that all documents, reports,
records, books, files and other materials required under applicable Rules and
federal and state securities laws shall be the property of MMLISI, unless such
documents, reports, records, books, files and other materials are required by
applicable regulation or law to be also maintained by Bay State, in which case
such material shall be the joint property of MMLISI and Bay State. All other
documents, reports, records, books, files and other materials maintained
relative to this Agreement shall be the property of Bay State. Upon termination
of this Agreement, all said material shall be returned to the applicable party.
<PAGE>
MMLISI and Bay State shall establish and maintain facilities and procedures for
the safekeeping of all books, accounts, records, files, and other materials
related to this Agreement. Such books, accounts, records, files, and other
materials shall remain confidential and shall not be voluntarily disclosed to
any other person or entity except as described below in section 16..
16. AVAILABILITY OF RECORDS. MMLISI and Bay State shall each submit to all
regulatory and administrative bodies having jurisdiction over the sales of the
Contracts, present or future, any information, reports, or other material that
any such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. In particular, without limiting the foregoing,
Bay State agrees that any books and records it maintains pursuant to paragraph
15 of this Agreement which are required to be maintained under Rule 17a-3 or
17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance
with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act.
17. CONFIRMATIONS. Bay State agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the facts
of the transaction, and the form thereof will show that it is being sent on
behalf of MMLISI acting in the capacity of agent for Bay State.
18. INDEMNIFICATION. Bay State shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling persons
and hold such persons harmless, from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements, costs and expenses of any
nature whatsoever (including reasonable attorneys' fees and disbursements)
resulting or arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of Bay State includes any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they are made,
not misleading, unless such statement or omission was made in reliance upon, and
in conformity with, written information furnished to Bay State by MMLISI or its
registered representatives specifically for use in the preparation thereof, or
(ii) there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by Bay State hereunder.
MMLISI will indemnify Bay State, its officers, directors, employees, agents and
controlling persons and hold such persons harmless, from and against any and all
losses, damages, liabilities, claims, demands, judgments, settlements, costs and
expenses of any nature whatsoever (including reasonable attorneys' fees and
disbursements) resulting or arising out of or based upon an allegation or
finding that: (i) MMLISI or its registered representatives offered or sold or
engaged in any activity relating to the offer and sale of the Contracts which
was in violation of any provision of the federal securities laws or, (ii) there
is a material
<PAGE>
misrepresentation, material breach of warranty or material failure to fulfill
any covenant or warranty made or undertaken by MMLISI hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of notice
of the commencement of any action by a third party, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this paragraph 18, notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve the
indemnifying party from liability which the indemnifying party may have to any
indemnified party otherwise than under this paragraph. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
19. INDEPENDENT CONTRACTOR. MMLISI shall be an independent contractor. MMLISI
is responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to others
through its agents or employees. MMLISI assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all employer
taxes thereunder.
20. TERMINATION. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of the
parties hereto. This Agreement shall automatically be terminated in the event of
its assignment. Subject to Bay State's approval, however, MMLISI may delegate
any duty or function assigned to it in this agreement provided that such
delegation is permissible under applicable law. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except the
obligations to settle accounts hereunder, including the settlement of monies due
in connection with the Contracts in effect at the time of termination or issued
pursuant to applications received by Bay State prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or
<PAGE>
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be interpreted in accordance with the laws of the Commonwealth
of Massachusetts.
22. NON-EXCLUSIVITY. The services of MMLISI and Bay State to the Separate
Account hereunder are not to be deemed exclusive and MMLISI and Bay State shall
be free to render similar services to others so long as their services hereunder
are not impaired or interfered with hereby.
23. AMENDMENT. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument executed
by all parties hereto.
24. INTERESTS IN AND OF MMLISI. It is understood that any of the
policyholders, directors, officers, employees and agents of Bay State may be a
shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MMLISI, any affiliated person of MMLISI, any organization in
which MMLISI may have an interest, or any organization which may have an
interest in MMLISI; that MMLISI, any such affiliated person or any such
organization may have an interest in Bay State; and that the existence of any
such dual interest shall not affect the validity hereof or of any transaction
hereunder except as otherwise provided in the Charter, Articles of
Incorporation, or By-Laws of Bay State and MMLISI, respectively, or by specific
provision of applicable law.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officials thereunto duly authorized and seals to be affixed,
as of the day and year first above written.
MML BAY STATE LIFE
INSURANCE COMPANY, on its behalf
and on behalf of MML BAY STATE
VARIABLE LIFE SEPARATE
ACCOUNT I
ATTEST:
/s/ Richard Howe By: /s/ Isadore Jermyn
------------------
Isadore Jermyn
MML INVESTORS SERVICES, INC.
ATTEST:
/s/ Michael L. Kerley By: /s/ Kenneth M. Rickson
----------------------
Kenneth M. Rickson
President and Chief Operating
Officer
<PAGE>
EXHIBIT 1(3)(C)
Form of Broker Dealer Selling Agreement.
WHEREAS, MML Distributors, LLC ("Distributors) and the Broker-Dealer set forth
on Schedule "A" attached hereto and incorporated herein by reference are
registered with the Securities and Exchange Commission (the "SEC") as broker-
dealers under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and are members of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, Distributors has been appointed by Massachusetts Mutual Life Insurance
Company ("MassMutual"), MML Bay State Life Insurance Company ("MML Bay State"),
and C.M. Life Insurance Company ("CM Life") (collectively the "Insurance
Companies"; individually an "Insurance Company") to act as the principal
underwriter of certain variable annuity and variable life insurance products
that they issue; and
WHEREAS, Distributors has been authorized by the Insurance Companies to form
selling groups of duly licensed and registered broker-dealers to distribute
these variable annuity and variable life insurance products; and
WHEREAS, Broker-Dealer desires to sell the variable annuity and/or variable life
insurance products described on Schedule B, attached hereto and incorporated
herein by reference (the "Products"); and
WHEREAS, unless Broker-Dealer has insurance licenses in all states where it
offers and sells the Products, Broker-Dealer will consummate some of such sales
through one or more insurance agencies supervised and controlled by or under the
common control with Broker-Dealer (collectively, the "Agencies"; individually,
an "Agency").
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. AUTHORIZATION TO SELL AND SERVICE. Subject to the terms and conditions of
this Agreement, the Insurance Companies and Distributors appoint and
authorize Broker-Dealer and (if applicable) the Agencies set forth on
Schedule "C" attached hereto and incorporated herein by reference, to
solicit sales of and provide service with respect to the Products in all
states in which Broker-Dealer and (if applicable) Agencies is or are
properly licensed to conduct business (hereinafter Broker-Dealer and all
applicable Agencies are collectively referred to as the "Producers").
Producers are also authorized to deliver or arrange for delivery any
contracts issued by the Insurance Companies and to collect initial premiums
on such contracts. Producers hereby accept such appointment on a non-
exclusive basis and agree to use their best efforts to find purchasers for
the Products acceptable to the Insurance Companies.
2. COMMISSIONS. Compensation for sale of the Products by the registered
representatives of Broker-Dealer (the "Registered Representatives") shall
be paid as follows. In all states where Broker-Dealer is insurance
licensed, the appropriate Insurance Company shall pay to Broker-Dealer the
commissions set forth on Schedule "B" (hereinafter referred to as the
"Commissions"). In all states where the Broker-Dealer is not insurance
licensed, Commissions related to sales by the Registered Representatives in
those states will be paid to the appropriate Agencies designated on
Schedule "C". The appropriate Agency is the Agency which is properly
insurance licensed in the state where the sales are made and for which
Commissions are being paid.
Commissions will be paid only on premiums paid to and retained by an
Insurance Company on Products issued in accordance with applications
tendered pursuant to this Agreement. The Insurance Companies expressly
reserve the right to transfer future compensation on Products to other
broker-dealers or registered representatives in the event the owner of a
Product so requests.
<PAGE>
The Insurance Companies reserve the unconditional right, upon thirty (30)
days notice, to change the Commissions payable for Products issued,
renewed, converted, exchanged or otherwise modified on or after the
effective date of such change, as set forth in the aforesaid notice of
change. No Commissions will be due and payable for any surrendered, lapsed
or canceled Products which are subsequently reinstated or rewritten through
efforts of representatives of an Insurance Company other than Registered
Representatives.
All Commissions, without regard to which of the Products are sold, shall be
subject to chargeback in accordance with the terms and conditions set forth
on Schedule "B" or any attachment thereto.
3. PRODUCT AVAILABILITY. The Insurance Companies have qualified the Products
for offer and sale under the applicable insurance laws of various states
and other jurisdictions. Producers and Registered Representatives shall
solicit applications for the Products only in states and jurisdictions
where such Products have been so qualified. Producers shall, upon request,
be provided with a list of those states and jurisdictions in which the
Products have been qualified for sale. The Insurance Companies shall file
and make all statements or reports as are or may be required by the laws of
such state or jurisdiction to maintain these qualifications in effect.
4. PROSPECTUSES. The Insurance Companies and Distributors have caused
registration statements to be prepared describing the material aspects of
the Products. The Insurance Companies represent and warrant for the
effective period of this Agreement that the prospectuses contained in the
registration statements for the Products (the "Prospectuses") do not and
will not contain any untrue statements of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were or
are made, not materially misleading. Distributors or its duly appointed
agent shall furnish Broker-Dealer, at no cost to Broker-Dealer, copies of
the Prospectuses in the number reasonably requested.
If any event shall occur as a result of which it is necessary to amend or
supplement the Prospectus for any Product in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, Distributors will promptly furnish to
Broker-Dealer, without charge, any amendments or supplements to the
Prospectuses prepared by the Insurance Companies and supplied to
Distributors sufficient to make the statements made in the Prospectus as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
5. SALES LITERATURE AND MATERIALS. In connection with the offer and sale of
the Products, Broker-Dealer is authorized to use both the Prospectuses
contained in the current registration statements for the Products and any
other sales materials relating to the Products that have been provided or
authorized by Distributors. Broker-Dealer shall not, and shall ensure that
Registered Representatives shall not: (i) print, publish, distribute or
utilize any advertising material, prospectuses, circulars, letters,
pamphlets, schedules, stationery, broadcasting or sales material of any
kind relating to the Products, Distributors or to the Insurance Companies
unless such material has been provided by Distributors for such use or
unless prior written approval of Distributors of such material is obtained,
or (ii) orally communicate any information or make representations other
than such information and representations contained in the Prospectuses,
the contracts for the Products, or in any written materials provided or
authorized by Distributors.
Producers are not authorized and are expressly forbidden on behalf of the
Insurance Companies to estimate future dividends or policy performance
except through the use of authorized projections or illustrations provided
by Distributors or an Insurance Company.
<PAGE>
Upon termination of this Agreement, all Prospectuses, sales promotion
materials, advertising, circulars, and documents relating to the Products
shall be promptly returned to Distributors or, if requested by
Distributors, destroyed.
6. PRODUCERS' REPRESENTATIONS AND RESPONSIBILITIES.
A. INSURANCE LICENSES. Broker-Dealer and/or (if applicable) Agencies
shall be properly licensed as an insurance agency, appointed with the
appropriate Insurance Company, and otherwise comply with all
applicable insurance licensing requirements in the jurisdictions where
Registered Representatives will be offering or selling the Products.
Broker-Dealer hereby represents that it is, and/or (if applicable),
the Agencies are, properly authorized under applicable state law to
receive insurance commissions generated from sales of the Products.
Producers shall ensure that all Registered Representatives are
properly insurance licensed and are appointed by the appropriate
Insurance Company for the sale of the Products in the jurisdictions
where Registered Representatives will be offering or selling the
Products. In states where such licensing and appointment must occur
prior to Producers' and/or Registered Representatives' soliciting any
sales of the Products, Producers shall ensure that such licensing and
appointment occur in compliance with such requirements. The Insurance
Companies will process all insurance licenses and appointments in
accordance with their standard procedures, and may, in their sole
discretion, refuse, terminate or discontinue any such license or
appointment without cause.
B. SECURITIES LICENSES. Broker-Dealer represents that it is properly
licensed and registered as a broker-dealer under applicable state and
federal securities law and is a member in good standing of the NASD.
Broker-Dealer shall maintain its broker-dealer registration under the
Exchange Act and, where required, in all jurisdictions where
Registered Representatives will be offering and selling the Products,
and shall always be a member in good standing of the NASD. Broker-
Dealer will notify Distributors immediately if it ceases to be so
registered or licensed or a member of the NASD. Broker-Dealer shall
have all Registered Representatives who will be soliciting and
servicing the Products duly registered with the NASD as registered
representatives and, where required, licensed with applicable state
securities authorities.
C. LACK OF LICENSES. If a Registered Representative fails to maintain the
required licenses and appointments Producers shall immediately notify
the appropriate Insurance Company and shall advise such Registered
Representative that he or she is no longer authorized to sell the
Products. Producers shall take all additional action necessary to
terminate the sales activities of such Registered Representatives
relating to the Products.
D. BACKGROUND INVESTIGATIONS. Producers shall investigate all Registered
Representatives relative to their business reputation and competency
to sell the Products. Producers shall cause such Registered
Representatives' qualifications to be certified to the satisfaction of
Distributors and the appropriate Insurance Company.
E. SUPERVISION. All Registered Representatives and Agencies are persons
associated with Broker-Dealer as defined in Section 3(a)(18) of the
Exchange Act. Accordingly, Broker-Dealer has full responsibility for
the sales activities of all Registered Representatives and Agencies
engaged directly or indirectly in the offer or sale of the Products.
Producers shall: (i) train and supervise all Registered
Representatives; (ii) establish such procedures as are necessary to
ensure that all Registered Representatives are properly insurance and
securities licensed; and (iii) upon request by an Insurance Company,
furnish such records as are necessary to establish that all Registered
Representatives are properly licensed, trained and
<PAGE>
supervised. If a Registered Representative fails to meet the
supervisory standards imposed by Producers, Producers shall advise the
appropriate Insurance Company and such Registered Representative that
he/she is no longer authorized to sell the Products.
F. SUITABILITY. Producers shall ensure that Registered Representatives
recommend the purchase of the Products only if the Registered
Representatives have reasonable grounds to believe that such purchase
is suitable for the applicant. A registered principal of Broker-Dealer
will make and record all such determinations.
G. DELIVERY OF PROSPECTUSES. Broker-Dealer shall, in compliance with
applicable federal and state securities laws, distribute a current
Prospectus to each person to whom a Product is offered or sold .
H. DELIVERY OF CONTRACTS. If an Insurance Company sends a contract for a
Product to a Producer, then Producers will assure that: (1) the
contract is delivered to the purchaser no later than 5 business days
after Producer's receipt of the contract, and (2) appropriate evidence
of such delivery to the purchaser is maintained. Producers, in
accordance with section 8 of this Agreement, shall be fully
responsible for any and all losses and expenses incurred by an
Insurance Company or Distributors as a result of Producers' failure to
satisfy the obligations set forth in this section.
I. BOOKS AND RECORDS. Producers shall maintain all books and records
required by applicable laws and regulations in connection with the
offer and sale of the Products. The books, accounts and records of
Producers relating to the sale of the Products shall be maintained so
as to clearly and accurately disclose the nature and details of the
transactions. Without limiting the foregoing, the receipt and payment
of Commissions by Producers pursuant to this Agreement shall be
reflected on Broker-Dealer's and Agencies' books and records.
J. CONFIDENTIALITY. Producers shall keep confidential all information
obtained pursuant to this Agreement (including, without limitation,
names of the purchasers of the Products) and shall disclose such
information only if the appropriate Insurance Company has authorized
such disclosure in writing or if such disclosure is expressly required
by duly authorized federal or state regulatory authorities.
K. COMPLIANCE WITH LAWS. Producers shall, and shall ensure that
Registered Representatives, comply with all requirements of the NASD,
the Exchange Act and all other federal and/or state laws applicable to
the solicitation, sale and service of the Products including, without
limitation, all insurance regulations pertaining to replacements and
the rebating of commissions.
L. PAYMENT OF COMMISSIONS TO AGENCIES. If commission payments are to be
made to Agencies, as provided in Section 2 of this Agreement,
Producers certify that they have received appropriate "no action"
relief from the SEC, or will conduct the business operations of Broker
Dealer and Agencies in a manner consistent with applicable securities
law requirements, such that Agencies need not be registered as broker-
dealers under the Exchange Act. Producers agree to provide
Distributors and the appropriate Insurance Company, upon request,
copies of their "no action" letter or with other evidence that
Agencies' receipt of commissions for Products is permissible under the
Exchange Act and NASD rules.
M. PAYMENT OF COMMISSIONS TO REGISTERED REPRESENTATIVES. Producers shall
pay compensation for the sale of the Products only to Registered
Representatives who, at the time of sale, are properly insurance
licensed and appointed with the appropriate Insurance Company and
registered with the NASD and, where required, properly licensed with
state securities authorities. Producers shall be solely responsible
for the payment of any commissions, payments or other
<PAGE>
consideration of any kind whatsoever to the Registered Representatives
in connection with the sale of the Products. Registered
Representatives shall have no recourse against either the Insurance
Companies or Distributors in the event Producers fail to deliver such
compensation to Registered Representatives.
N. UNREGISTERED PERSONNEL. Producers shall ensure that their unregistered
personnel: are not involved in effecting securities transactions, do
not recommend securities or provide other investment advice, do not
respond to questions that require knowledge of the securities
business, direct all securities-related questions to Registered
Representatives, provide only clerical or ministerial assistance with
respect to securities transactions, do not handle customer funds or
customer securities, and do not receive any commissions or other
transaction-related compensation for sales of Products.
O. AUTHORITY. Producers represent that this Agreement has been duly
authorized, executed and delivered by Producers, constitutes a valid
and legally binding obligation, and that neither the execution and
delivery of this Agreement by Producers nor the consummation of the
transactions contemplated herein will result in a breach or violation
of any applicable provision of law or the NASD Conduct Rules, or any
judicial or administrative orders in which Producers are named or any
material agreement or instrument to which they are a party or by which
they are bound.
7. INVESTIGATIONS AND CUSTOMER COMPLAINTS. Producers agree to cooperate fully
in any insurance, securities or other regulatory investigation, inquiry,
inspection or proceeding or in any judicial proceeding arising in
connection with the Products sold or attempted to be sold by the Producers
and/or the Registered Representatives. Producers shall permit applicable
federal and state securities, insurance and other regulatory authorities to
audit their records and shall furnish the foregoing authorities with any
information which such authorities may request in order to ascertain
whether Producers are complying with all applicable laws and/or regulations
with respect to sales of the Products. Producers agree to cooperate with
the Insurance Companies and Distributors in resolving all customer
complaints involving Producers and/or Registered Representatives with
respect to the Products.
Without limiting the foregoing: (1) an Insurance Company or Distributors
will promptly notify Producers of any customer complaint or notice of any
regulatory inspection, inquiry, investigation or proceeding or judicial
proceeding received by the Insurance Company or Distributors with respect
to the Producers or Registered Representatives concerning the Products; and
(2) Producers will promptly notify the appropriate Insurance Company or
Distributors of any customer complaint or notice of any regulatory
inspection, inquiry, investigation or proceeding or judicial proceeding
received by Producers with respect to the Insurance Company, Distributors,
Registered Representatives or Producers concerning the Products.
8. INDEMNIFICATION. Each Insurance Company and Distributors hereby agree to
indemnify and hold harmless Producers and each of their employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which Producers or such affiliates, controlling persons,
officers or directors become subject, under the Securities Act of 1933 or
otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon the Insurance
Company's or Distributors' performance, non-performance or breach of this
Agreement, or are based upon any untrue statement contained in, or material
omission from, the Prospectus for a Product issued by that Insurance
Company.
Producers shall indemnify and hold harmless the Insurance Companies and
Distributors, their officers, directors, employees, and controlling persons
from and against any damages, losses, liabilities, judgments, settlements,
costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and court costs) or causes of action, asserted or brought
by anyone, resulting or arising out of or based upon an allegation or
finding of: (i) any act or omission of Producers, their employees,
Registered Representatives, associated persons or agents in connection with
the offer or sale of the Products; (ii) any
<PAGE>
misrepresentation, breach of warranty or failure to fulfill any covenant,
warranty, or obligation made or undertaken by Producers hereunder; or (iii)
any breach or violation of any of the administrative policies communicated
by an Insurance Company or Distributors to Producers.
9. PAYMENTS BY CUSTOMERS. All money payable in connection with the Products,
whether as premium or otherwise, and whether paid by or on behalf of the
owner of any Product or anyone else having an interest in the Products, is
the exclusive property of the appropriate Insurance Company and shall be
drawn payable to Massachusetts Mutual Life Insurance Company, MML Bay State
Life Insurance Company, or C.M. Life Insurance Company, as appropriate.
Such payments shall be promptly transmitted to the appropriate Insurance
Company and shall not be commingled with Producers' personal funds.
Producers are not authorized to deduct commissions, service fees,
allowances or any other offset for compensation claimed by Producers from
such payments. No cash payments shall be accepted by Producers in
connection with the Products.
10. SUBMISSION OF APPLICATIONS. Broker-Dealer shall review all applications for
completeness and suitability to ensure that the application complies with
all requirements set forth in the current Prospectus and other
administrative rules established by the Insurance Companies before
submitting such applications to the Insurance Companies. Producers shall
make available to the appropriate Insurance Company all information,
whether favorable or unfavorable, which comes into Producers' possession
concerning the underwriting of any risks under a Product. Producers shall
follow established Insurance Company administrative procedures with regard
to the processing of applications and related documents. The Insurance
Companies will, as appropriate, advise Producers of these procedures.
All applications, enrollment forms, and other Insurance Company forms
received by Producers in connection with the Products shall be forwarded to
the appropriate Insurance Company's designated office promptly after
receipt by the Producers. All such documents shall be on forms supplied by
the appropriate Insurance Company and are subject to acceptance or
rejection by Distributors and the appropriate Insurance Company in their
sole discretion. If an application or payment is rejected by an Insurance
Company or Distributors and Broker-Dealer has received compensation based
on the rejected payment or application, Broker-Dealer shall promptly repay
such compensation to the appropriate Insurance Company.
11. FIDELITY BOND. Producers represent that all of their directors, officers,
employees and Registered Representatives are and shall be continuously
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained at Producers' expense and shall be, at least, of the form, type
and amount required under the NASD Conduct Rules. Distributors may require
evidence, satisfactory to it, that such coverage is in force, and Producers
shall give prompt written notice to Distributors of any cancellation or
change of coverage.
Producers hereby assign any proceeds received from the fidelity bonding
company to the Insurance Company and Distributors to the extent of the
Insurance Company's and Distributors' loss due to activities covered by the
bond. If there is any deficiency amount, whether due to a deductible or
otherwise, Producers shall promptly pay the Insurance Company or
Distributors such amount on demand. Producers hereby agree to indemnify and
hold harmless the Insurance Companies and Distributors from any such
deficiency and from the costs of collection (including reasonable
attorneys' fees).
12. INDEPENDENT CONTRACTORS. Producers and their Registered Representatives are
independent contractors with respect to the Insurance Companies and
Distributors and shall not have the right to hold themselves out as
employees, partners, or joint venturers of the Insurance Companies or
Distributors in connection with the solicitation of the Products or
otherwise. Producers may exercise their own judgment as to the time and
manner and performance of their services, except that they shall conform
with the rules, regulations and policies of the Insurance Companies and
Distributors at all times.
<PAGE>
13. LIMITATIONS ON AUTHORITY. Producers and Registered Representatives are not
authorized and are expressly forbidden on behalf of the Insurance Companies
to make, alter, modify, waive or change any of the terms, rates or
conditions of any Insurance Company's forms, Products, contracts or
advertising materials. Producers shall not discharge any provision(s) of
the Products, waive any forfeitures, grant, permit, or extend the time of
making any payments, guarantee earnings, dividends or rates, alter or
substitute the forms which an Insurance Company may prescribe, incur
indebtedness on behalf of the Insurance Companies or Distributors, or enter
into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of an Insurance Company or Distributors.
14. OFFSETS. The Insurance Companies and Distributors may deduct from any
compensation due under this Agreement any debt, whether arising under
Sections 8 or 10 of this Agreement or otherwise, of Producers to an
Insurance Company or to Distributors or any of their affiliates or
subsidiaries. This right of offset is in addition to all other rights the
Insurance Companies and Distributors may have at law or in equity regarding
the collection of debts generally.
15. NOTICES. All notices or communications to an Insurance Company shall be
sent to: Massachusetts Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut 06154, Attn: Annuity Strategic Business. All notices
sent to Distributors shall be sent to: MML Distributors, LLC, 1414 Main
Street, Springfield, Ma. 01144, Attn: Chief Legal Officer. All notices or
communications to Producers shall be sent to the addresses set forth on the
applicable Schedule pages of this Agreement. Any party may change the
address to which notices or communications are to be sent by giving written
notice to the other parties.
16. TERM OF AGREEMENT. This Agreement shall be effective as of the latest date
appearing on the signature page hereof and shall continue until terminated.
This Agreement shall be terminated immediately if Producers materially
breach this Agreement or if Broker-Dealer shall cease to be registered
under the Exchange Act or be a member in good standing of the NASD. Any
party may terminate this Agreement at any time, without cause, upon written
notice to the other parties. Upon termination of this Agreement, all
authorizations, rights and obligations shall cease except Sections 6(j), 7,
8, 10 and 14 of this Agreement shall survive the termination of this
Agreement, and Producers shall settle all accounts with the Insurance
Companies and shall continue to be responsible for all applicable
chargebacks. Upon termination of this Agreement, Producers shall be
entitled to receive all commissions on Products issued on applications
received by an Insurance Company prior to such termination subject to the
provisions of Section 14 of this Agreement.
17. AMENDMENTS. The Insurance Companies and Distributors reserve the
unconditional right to modify the Products, to amend this Agreement and the
Schedules attached hereto, and to suspend the sale of any of the Products
at any time. The submission of an application by Producers after notice of
any such amendment has been sent to Producers shall constitute the
Producers' agreement to any such amendment.
18. MISCELLANEOUS.
a. This Agreement shall be binding on and shall inure to the benefit
of the parties hereto and their respective heirs, administrators,
executors, estates, successors and assigns provided that
Producers may not assign or amend this Agreement or any rights or
obligations hereunder without the prior written consent of
Distributors and the Insurance Companies.
b. This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts and constitutes the entire agreement and
understanding between the parties hereto with respect to the
Products.
c. Failure of any party to insist upon strict compliance with any of
the conditions of this Agreement shall not be construed as a
waiver of such conditions and no waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of
any other provisions.
<PAGE>
d. This Agreement may be executed in one or more counterparts, each
of which shall be deemed in all respects an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:__________________________ Date:
Its:
MML BAY STATE LIFE INSURANCE COMPANY C.M. LIFE INSURANCE COMPANY
By: _________________________ By:
MML DISTRIBUTORS, LLC.
By:__________________________________
_____________________________________ Date:
Print Name of BROKER-DEALER Above
__________________________________
Authorized Officer Sign Above
__________________________________ Date:
Print Name of AGENCY Above
__________________________________
Authorized Officer Sign Above
<PAGE>
EXHIBIT 1(5)
[LETTERHEAD OF MML BAY STATE LIFE INSURANCE COMPANY]
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
READ THIS CERTIFICATE WITH RIDER CAREFULLY. It has been written in
readable language to help in understanding its terms. We have used examples
to explain some of its provisions. These examples do not reflect the actual
amounts or status of this certificate with rider. In this certificate with
rider, the words "we," "us," and "our" refer to MML Bay State Life
Insurance Company.
This certificate with rider is not a life insurance policy. It is,
instead, a statement of the insurance provided by a Group Flexible Premium
Adjustable Life Insurance Policy To Age 95 With Variable Rider we have
issued to the Trustee named on the Schedule Page. This certificate with
rider often uses the word "certificate with rider" for ease in referring to
insurance values or benefits provided under that Group Flexible Premium
Adjustable Life Insurance Policy To Age 95 With Variable Rider. Some
provisions of the Group Flexible Premium Adjustable Life Insurance Policy
To Age 95 With Variable Rider are shown in this certificate with rider.
However, the terms and provisions of the Group Flexible Premium Adjustable
Life Insurance Policy To Age 95 With Variable Rider control. We will,
subject to those terms and provisions, pay the death benefit to the
Beneficiary when due proof of the Insured's death is received at our
Principal Administrative Office.
For service or information on this certificate with rider, contact our
Principal Administrative Office.
RIGHT TO RETURN THE CERTIFICATE. The Owner may return the certificate
within 10 days after the Owner receives it. The Owner may return the
certificate by delivering or mailing it to our Principal Administrative
Office. Then, the certificate will be as though it had never been issued.
We will promptly refund any premium paid for the certificate.
THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE POLICY TO AGE 95 WITH
VARIABLE RIDER IS A RHODE ISLAND CONTRACT. THIS CERTIFICATE WITH RIDER IS,
THEREFORE, GOVERNED PRIMARILY BY THE LAWS OF THE STATE OF RHODE ISLAND.
/s/ L.V. Burkett, Jr. /s/ Thomas J. Finnegan, Jr.
President Secretary
Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 With
Variable Rider
This Certificate With Rider provides that: Insurance is payable upon death
of the Insured before age 95.
Within specified limits, flexible premiums may be paid during the Insured's
lifetime.
THE AMOUNT OF DEATH BENEFIT AND THE DURATION OF INSURANCE COVERAGE MAY BE
FIXED OR VARIABLE AS DESCRIBED IN
PARTS 3 AND 5.
THE VARIABLE ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNT. THERE
ARE NO MINIMUM GUARANTEES AS TO THE VARIABLE ACCOUNT VALUE.
THE FIXED ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER EARNS INTEREST AT A
RATE NOT LESS THAN THE MINIMUM DESCRIBED IN THE INTEREST ON FIXED ACCOUNT
VALUE PROVISION.
<PAGE>
CERTIFICATE WITH RIDER SUMMARY
This Summary briefly describes some of the major provisions of
the Group Flexible Premium Adjustable Life Insurance Policy To
Age 95 With Variable Rider which are shown in this certificate
with rider. Since this Summary does not go into detail, the
actual provisions will control. See those provisions for full
information and any limits that may apply. The "Where To Find It"
on the inside of the back cover shows where these provisions may
be found.
The insurance provided is variable life insurance. We will pay a
death benefit if an individual Insured dies while the insurance
is in force. "In force" means that the insurance on the Insured
has not terminated. "Variable" means that all values which depend
on the investment performance of the Separate Account shown on
the Schedule Page are not guaranteed as to dollar amount.
Premiums for this insurance are flexible. After the minimum
initial premium has been paid, there is no requirement that any
specific amount of premium be paid on any date. Instead, within
the limits stated in this certificate with rider, any amount may
be paid on any date before the death of the Insured.
Premiums are applied to increase the value of this certificate
with rider. Monthly charges are deducted from the value of this
certificate with rider each month. If there is not enough value
to pay the monthly charges for a month, the insurance will
terminate at the end of 61 days. There is, however, a right to
reinstate the insurance.
There are other rights available while the Insured is living.
These include:
. The right to assign this certificate with rider.
. The right to change the Owner or any Beneficiary.
. The right to fully surrender the insurance.
. The right to make withdrawals.
. The right to make loans.
. The right to increase or decrease the Selected Face
Amount.
. The right to allocate net premiums among the
Guaranteed Principal Account and the divisions of the
Separate Account.
. The right to transfer values among the Guaranteed
Principal Account and the divisions of the Separate
Account.
. The right to change the Death Benefit Option.
The certificate with rider also describes a number of Payment
Options. These provide alternate ways to pay the death benefit or
the amount payable upon full surrender.
<PAGE>
THE SCHEDULE PAGE
[THE TERMS OF THIS GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER REPLACE AND SUPERSEDE THE TERMS AND PROVISIONS OF
THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95]
THIS PAGE SHOWS SPECIFIC INFORMATION ABOUT THIS CERTIFICATE WITH RIDER AND IS
REFERRED TO THROUGHOUT THE CERTIFICATE WITH RIDER
<TABLE>
<CAPTION>
<S> <C>
CERTIFICATE WITH RIDER NUMBER 0 000 000
INSURED JOHN A DOE
SELECTED FACE AMOUNT [$100,000]
EMPLOYER
TRUSTEE [ A RHODE ISLAND TRUST ]
ISSUE DATE DEC 01 1997
CERTIFICATE DATE DEC 01 1997
CERTIFICATE RIDER ADD-ON DATE JAN 01 1998
PAID-UP CERTIFICATE DATE DEC 01 2057
INSURED'S AGE ON CERTIFICATE DATE 35
</TABLE>
- --------------------------------------------------------------------------------
BASIC CERTIFICATE WITH RIDER INFORMATION
- ----------------------------------------
<TABLE>
<CAPTION>
SELECTED MINIMUM DEATH
PLAN FACE AMOUNT FACE AMOUNT BENEFIT OPTION
- ---- ----------- ----------- --------------
<S> <C> <C> <C>
GROUP FLEXIBLE PREMIUM [$100,000] SEE MINIMUM FACE A
ADJUSTABLE LIFE INSURANCE AMOUNT PROVISION
CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
</TABLE>
- --------------------------------------------------------------------------------
PREMIUM INFORMATION
- -------------------
MINIMUM INITIAL RIDER PREMIUM $ 500.00
MODAL TERM ANNUAL
A NET PREMIUM IS 95.00% MINUS THE SUM OF (I) A PERCENTAGE EQUAL TO THE
APPLICABLE STATE PREMIUM TAX RATE AND (II) A PERCENTAGE REPRESENTING THE
AMORTIZED FEDERAL DEFERRED ACQUISITION TAX, OF PREMIUMS PAID.
- --------------------------------------------------------------------------------
NET PREMIUM ALLOCATION LIMITATIONS
- ----------------------------------
THE INITIAL NET PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT.
AT THE END OF THE RIGHT TO RETURN PERIOD, THE ACCOUNT VALUE IN EXCESS OF ONE
BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT
AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE CERTIFICATE WITH
RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO MML BAY STATE'S
ALLOCATION RULES.
CERTIFICATE WITH RIDER NO. 0 000 000 - 1 -
<PAGE>
SUBSEQUENT NET PREMIUM PAYMENTS ATTRIBUTABLE TO THE BILLED MODAL TERM PREMIUM
WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT. ANY NET PREMIUM AMOUNTS
OTHER THAN THE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED
PRINCIPAL ACCOUNT AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE
CERTIFICATE WITH RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO
MML BAY STATE'S ALLOCATION RULES.
NET PREMIUM ALLOCATIONS ARE ONLY ALLOWED AMONG EIGHT DIVISIONS AND THE
GUARANTEED PRINCIPAL ACCOUNT AT ONE TIME. TO ALLOCATE NET PREMIUM TO ONE OR MORE
OF THE OTHER DIVISIONS, THERE MUST FIRST BE A TRANSFER OUT OF ONE OR MORE OF THE
DIVISIONS TO WHICH ALLOCATIONS ARE CURRENTLY MADE.
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT INFORMATION
- ----------------------------
THE SEPARATE ACCOUNT REFERRED TO IN THIS CERTIFICATE WITH RIDER IS MML BAY
STATE VARIABLE LIFE SEPARATE ACCOUNT I.
THE DIVISIONS OF THE SEPARATE ACCOUNT ARE:
[MML EQUITY INDEX DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF THE MML EQUITY INDEX FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
SUBSTANTIALLY ALL OF ITS ASSETS, TO THE EXTENT PRACTICABLE, IN THE STOCKS
THAT COMPOSE THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX.
OPPENHEIMER MONEY DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF OPPENHEIMER MONEY FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
PRIMARILY IN "MONEY MARKET" SECURITIES CONSISTENT WITH LOW CAPITAL RISK AND
MAINTENANCE OF LIQUIDITY.
OPPENHEIMER HIGH INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER HIGH INCOME FUND, OR ITS SUCCESSOR. THIS
FUND INVESTS PRIMARILY IN LOWER-RATED, HIGH YIELD, HIGH RISK INCOME
SECURITIES.
OPPENHEIMER BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF OPPENHEIMER BOND FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
PRIMARILY IN HIGH-YIELD FIXED-INCOME SECURITIES RATED "Baa" OR BETTER BY
MOODY'S OR "BBB" OR BETTER BY STANDARD & POOR'S. SECONDARILY, THIS FUND
SEEKS CAPITAL GROWTH CONSISTENT WITH ITS PRIMARY OBJECTIVE.
OPPENHEIMER CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF OPPENHEIMER CAPITAL APPRECIATION FUND,
OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF "GROWTH-
TYPE" COMPANIES.
OPPENHEIMER GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF OPPENHEIMER GROWTH FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
PRIMARILY IN SECURITIES OF WELL-KNOWN ESTABLISHED COMPANIES.
OPPENHEIMER GLOBAL SECURITIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER GLOBAL SECURITIES FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF FOREIGN ISSUERS,
"GROWTH-TYPE" COMPANIES, CYCLICAL INDUSTRIES AND SPECIAL SITUATIONS.
OPPENHEIMER STRATEGIC BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER STRATEGIC BOND FUND, OR ITS SUCCESSOR.
THIS FUND INVESTS PRIMARILY IN (i) FOREIGN GOVERNMENT AND CORPORATE DEBT
SECURITIES; (ii) U.S. GOVERNMENT SECURITIES; AND (iii) LOWER-RATED HIGH-
YIELD, HIGH-RISK DOMESTIC DEBT SECURITIES, COMMONLY KNOWN AS "JUNK BONDS",
WHICH ARE SUBJECT TO A GREATER RISK OF LOSS THAN HIGHER-RATED SECURITIES.
CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED
<PAGE>
OPPENHEIMER GROWTH AND INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER GROWTH AND INCOME FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN EQUITY AND DEBT SECURITIES.
OPPENHEIMER MULTIPLE STRATEGIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER MULTIPLE STRATEGIES FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN COMMON STOCKS AND OTHER EQUITY
SECURITIES, BONDS AND OTHER DEBT SECURITIES, AND "MONEY MARKET" INSTRUMENTS
AND SECURITIES.
PANORAMA GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF THE PANORAMA GROWTH PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO
INVESTS PRIMARILY IN COMMON STOCKS WITH LOW PRICE-EARNINGS RATIOS AND
BETTER THAN ANTICIPATED EARNINGS.
PANORAMA INTERNATIONAL EQUITY DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF THE PANORAMA INTERNATIONAL EQUITY PORTFOLIO, OR
ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN EQUITY SECURITIES OF
COMPANIES BASED OUTSIDE OF THE UNITED STATES.
PANORAMA TOTAL RETURN DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA TOTAL RETURN PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN STOCKS, CORPORATE BONDS,
U.S. GOVERNMENT SECURITIES, AND MONEY MARKET INSTRUMENTS.
PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN CAPITAL
APPRECIATION PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY
IN EQUITY SECURITIES.
PANORAMA LIFESPAN BALANCED DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA LIFESPAN BALANCED PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS IN EQUITY SECURITIES AND FIXED INCOME
SECURITIES WITH A SLIGHTLY STRONGER FOCUS ON EQUITY SECURITIES.
PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN DIVERSIFIED INCOME
PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS IN FIXED INCOME
SECURITIES.]
- --------------------------------------------------------------------------------
LIMITATIONS ON TRANSFERS
- ------------------------
TRANSFERS MAY ONLY BE IN WHOLE-NUMBER PERCENTAGES OR DOLLAR AMOUNTS.
THERE IS NO LIMIT ON THE NUMBER OF TRANSFERS ALLOWED, BUT WE RESERVE THE RIGHT
TO CHARGE A MAXIMUM FEE OF $10 PER TRANSFER IF THERE ARE MORE THAN SIX TRANSFERS
IN A CERTIFICATE WITH RIDER YEAR. ONLY ONE TRANSFER MAY BE MADE FROM THE
GUARANTEED PRINCIPAL ACCOUNT IN ANY CERTIFICATE RIDER YEAR AND ANY TRANSFER FROM
THE GUARANTEED PRINCIPAL ACCOUNT CANNOT BE MORE THAN 25% OF THE FIXED ACCOUNT
VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING CERTIFICATE WITH RIDER DEBT ON
THE DATE THE TRANSFER IS MADE. HOWEVER, THE REMAINING ACCOUNT VALUE IN THE
GUARANTEED PRINCIPAL ACCOUNT AFTER TRANSFER MUST BE AT LEAST THE SUM OF THE
CERTIFICATE WITH RIDER DEBT PLUS ONE PLUS THE NUMBER OF MONHTLY CALCULATION
DATES REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE
MADE FOR THE CERTIFICATE WITH RIDER.
HOWEVER, IF IN EACH OF THE PREVIOUS THREE CERTIFICATE RIDER YEARS 25% OF THE
FIXED ACCOUNT VALUE HAS BEEN TRANSFERRED AND THERE HAVE BEEN NO PREMIUM PAYMENTS
OR TRANSFERS TO THE GUARANTEED PRINCIPAL ACCOUNT (EXCEPT AS THE RESULT OF A
LOAN), 100% OF THE FIXED ACCOUNT VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING
CERTIFICATE WITH RIDER DEBT AND ONE PLUS THE NUMBER OF MONHTLY CALCULATION
DATES REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE
MADE FOR THE CERTIFICATE WITH RIDER) MAY BE TRANSFERRED TO THE SEPARATE ACCOUNT.
CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED
<PAGE>
THE ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL ACCOUNT EQUAL TO ANY CERTIFICATE
WITH RIDER DEBT PLUS AN AMOUNT EQUAL TO THE NUMBER OF MONTHLY CALCULATION DATES
REMAINING IN THE MODAL TERM UP TO AND INCLUDING THE CURRENT MONTHLY CALCULATION
DATE MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH
RIDER CANNOT BE TRANSFERRED TO THE SEPARATE ACCOUNT. ALL TRANSFERS MADE ON ONE
VALUATION DATE ARE CONSIDERED ONE TRANSFER.
ALL VALUES MAY BE TRANSFERRED TO THE GUARANTEED PRINCIPAL ACCOUNT AT ANY TIME,
REGARDLESS OF THE NUMBER OF TRANSFERS PREVIOUSLY MADE.
THESE LIMITATIONS DO NOT APPLY TO TRANSFERS RESULTING FROM A CERTIFICATE WITH
RIDER LOAN.
AT ANY ONE TIME, THE CERTIFICATE WITH RIDER ACCOUNT VALUE MAY BE ALLOCATED TO NO
MORE THAN EIGHT DIVISIONS OF THE SEPARATE ACCOUNT AND THE GUARANTEED PRINCIPAL
ACCOUNT. TO TRANSFER ACCOUNT VALUE TO A NINTH DIVISION OF THE SEPARATE ACCOUNT,
A TRANSFER OF 100% OF THE ACCOUNT VALUE FROM ONE OR MORE OF THE EIGHT
DIVISION(S) TO WHICH ALLOCATIONS ARE CURRENTLY MADE WILL BE REQUIRED.
- --------------------------------------------------------------------------------
OTHER INFORMATION
- -----------------
AN ADMINISTRATIVE CHARGE IS DEDUCTED FROM THE ACCOUNT VALUE ON EACH MONTHLY
CALCULATION DATE. IT WILL NOT BE MORE THAN $9.00 PER MONTH.
THIS IS A UNISMOKER'S CERTIFICATE WITH RIDER.
THIS CERTIFICATE WITH RIDER HAS BEEN ISSUED ON A UNISEX RATE BASIS.
THIS CERTIFICATE WITH RIDER WAS ISSUED ON A GUARANTEED-ISSUE UNDERWRITING
BASIS.
OWNER AND BENEFICIARY - SEE APPLICATION ATTACHED TO THIS CERTIFICATE WITH
RIDER.
TYPE OF LOAN INTEREST RATE - [ADJUSTABLE]
- --------------------------------------------------------------------------------
BASIS OF COMPUTATION - FOR MAXIMUM MONTHLY MORTALITY CHARGES AND MINIMUM ANNUAL
- --------------------
INTEREST RATE FOR THE GUARANTEED PRINCIPAL ACCOUNT.
MORTALITY TABLE -- 125% TIMES THE COMMISSIONER'S 1980 STANDARD ORDINARY AGE
LAST ULTIMATE MORTALITY TABLE - B
MINIMUM ANNUAL INTEREST RATE ON THE FIXED ACCOUNT VALUE -- 3% PER YEAR
NET INVESTMENT FACTOR ASSET CHARGE -- NOT MORE THAN .000027262 FOR EACH DAY OF A
VALUATION PERIOD. SEE PART 7.
CERTIFICATE WITH RIDER NO. 0 000 000 - 1 - CONTINUED
<PAGE>
TABLE OF MAXIMUM MONTHLY MORTALITY CHARGES
THESE MAXIMUM MONTHLY MORTALITY CHARGES ARE FOR EACH $1,000 OF INSURANCE WHICH
REQUIRES A CHARGE.
POLICY MAXIMUM MONTHLY POLICY MAXIMUM MONTHLY
YEAR BEGINNING MORTALITY CHARGE YEAR BEGINNING MORTALITY CHARGE
- -------------- ---------------- -------------- ----------------
DEC 01 1997 0.21697 DEC 01 2032 3.98026
DEC 01 1998 0.23160 DEC 01 2033 4.37835
DEC 01 1999 0.24832 DEC 01 2034 4.84059
DEC 01 2000 0.26818 DEC 01 2035 5.36924
DEC 01 2001 0.29118 DEC 01 2036 5.95665
DEC 01 2002 0.31627 DEC 01 2037 6.59279
DEC 01 2003 0.34347 DEC 01 2038 7.26738
DEC 01 2004 0.37278 DEC 01 2039 7.97215
DEC 01 2005 0.40314 DEC 01 2040 8.71718
DEC 01 2006 0.43665 DEC 01 2041 9.52716
DEC 01 2007 0.47228 DEC 01 2042 10.43385
DEC 01 2008 0.51002 DEC 01 2043 11.46954
DEC 01 2009 0.54988 DEC 01 2044 12.66261
DEC 01 2010 0.59290 DEC 01 2045 14.01142
DEC 01 2011 0.64016 DEC 01 2046 15.49838
DEC 01 2012 0.69374 DEC 01 2047 17.10115
DEC 01 2013 0.75368 DEC 01 2048 18.80509
DEC 01 2014 0.82103 DEC 01 2049 20.61342
DEC 01 2015 0.89793 DEC 01 2050 22.52977
DEC 01 2016 0.98228 DEC 01 2051 24.57963
DEC 01 2017 1.07202 DEC 01 2052 26.80461
DEC 01 2018 1.16714 DEC 01 2053 29.28335
DEC 01 2019 1.26662 DEC 01 2054 32.14024
DEC 01 2020 1.37152 DEC 01 2055 35.68663
DEC 01 2021 1.48719 DEC 01 2056 40.66141
DEC 01 2022 1.61687
DEC 01 2023 1.76274
DEC 01 2024 1.93132
DEC 01 2025 2.12275
DEC 01 2026 2.33398
DEC 01 2027 2.56195
DEC 01 2028 2.80463
DEC 01 2029 3.06000
DEC 01 2030 3.33363
DEC 01 2031 3.63661
CERTIFICATE WITH RIDER NO. 0 000 000 -2-
<PAGE>
TABLE OF MINIMUM FACE AMOUNT PERCENTAGES
THE MINIMUM FACE AMOUNT ON ANY DATE IS A PERCENTAGE OF THE ACCOUNT VALUE
ON THAT DATE. THE PERCENTAGES WHICH APPLY ARE SHOWN BELOW.
POLICY YEAR MINIMUM FACE POLICY YEAR MINIMUM FACE
BEGINNING AMOUNT PERCENTAGE BEGINNING AMOUNT PERCENTAGE
- ----------- ----------------- ----------- -----------------
DEC 01 1997 411% DEC 01 2032 154%
DEC 01 1998 398 DEC 01 2033 151
DEC 01 1999 385 DEC 01 2034 148
DEC 01 2000 372 DEC 01 2035 145
DEC 01 2001 360 DEC 01 2036 142
DEC 01 2002 349 DEC 01 2037 140
DEC 01 2003 338 DEC 01 2038 138
DEC 01 2004 327 DEC 01 2039 135
DEC 01 2005 317 DEC 01 2040 133
DEC 01 2006 307 DEC 01 2041 131
DEC 01 2007 298 DEC 01 2042 129
DEC 01 2008 289 DEC 01 2043 128
DEC 01 2009 280 DEC 01 2044 126
DEC 01 2010 272 DEC 01 2045 124
DEC 01 2011 264 DEC 01 2046 123
DEC 01 2012 256 DEC 01 2047 121
DEC 01 2013 249 DEC 01 2048 120
DEC 01 2014 242 DEC 01 2049 119
DEC 01 2015 235 DEC 01 2050 118
DEC 01 2016 228 DEC 01 2051 117
DEC 01 2017 222 DEC 01 2052 115
DEC 01 2018 216 DEC 01 2053 114
DEC 01 2019 210 DEC 01 2054 113
DEC 01 2020 205 DEC 01 2055 112
DEC 01 2021 200 DEC 01 2056 111
DEC 01 2022 194
DEC 01 2023 190
DEC 01 2024 185
DEC 01 2025 180
DEC 01 2026 176
DEC 01 2027 172
DEC 01 2028 168
DEC 01 2029 164
DEC 01 2030 161
DEC 01 2031 157
CERTIFICATE WITH RIDER NO. 0 000 000 -3-
<PAGE>
PART 1. THE BASICS OF THIS CERTIFICATE WITH RIDER
In this Part we discuss some insurance concepts
that are necessary to understand this certificate
with rider.
THE PARTIES INVOLVED - The INSURER is the MML Bay State Life Insurance
INSURER, POLICY WITH Company. In this policy, the words "we," "us,"
RIDERHOLDER, and "our" refer to the MML Bay State Life
EMPLOYER, OWNER, Insurance Company.
INSURED, BENEFICIARY,
IRREVOCABLE BENEFICIARY
The POLICY WITH RIDERHOLDER is [the Consortium
Trust].
EMPLOYER is an employer, association, sponsoring
organization or trust who has become a participant
in the Trust by:
. Executing a Participation Agreement; and
. Meeting the conditions for participation
that are specified in that Agreement. This
includes applying for insurance under this
policy for certain of the employer's
employees who meet eligibility
requirements established by the Employer.
An OWNER is the person who owns a Group Life
Insurance Certificate With Rider, as shown on our
records.
An INSURED is the person on whose life this
certificate with rider is issued.
A BENEFICIARY is any person named on our records
to receive insurance proceeds after the Insured
dies. There may be different classes of
Beneficiaries, such as primary and secondary.
These classes set the order of payment. There may
be more than one Beneficiary in a class.
EXAMPLE: Debbie is named as primary (first)
Beneficiary. Anne and Scott are named as
Beneficiaries in the secondary class. If
Debbie is alive when the Insured dies,
she receives the death benefit. But if
Debbie is dead and Anne and Scott are
alive when the Insured dies, Anne and
Scott receive the death benefit.
Any Beneficiary may be named an IRREVOCABLE
BENEFICIARY. An Irrevocable Beneficiary is one
whose consent is needed to change that
Beneficiary. Also, this Beneficiary must consent
to the exercise of certain other rights.
DATES - CERTIFICATE The CERTIFICATE DATE is shown on the Schedule Page
DATE, CERTIFICATE of this certificate with rider. It is the starting
ANNIVERSARY DATE, point for determining CERTIFICATE ANNIVERSARY
CERTIFICATE YEAR, RIDER DATES and CERTIFICATE YEARS. The first Certificate
ADD-ON DATE, ISSUE Anniversary Date is one year after the Certificate
DATE, PAID-UP Date. The period from the Certificate Date to the
CERTIFICATE DATE, first Certificate Anniversary Date, or from one
MONTHLY CALCULATION Certificate Anniversary Date to the next, is
DATE, VALUATION DATE, called a Certificate Year. The RIDER ADD-ON DATE
VALUATION PERIOD, is also shown on the Schedule Page. It is the date
VALUATION TIME that the variable rider was added to this
certificate.
EXAMPLE: The Certificate Date is June 10, 19X1.
The first Certificate Anniversary Date
is June 10, 19X2. The period from June
10, 19X1 through June 9, 19X2 is a
Certificate Year.
The ISSUE DATE is also shown on the Schedule Page.
The Issue Date is used to determine the start of
the suicide and contestability periods. We discuss
contestability below. See Part 5 for a discussion
of the suicide exclusion.
The PAID-UP CERTIFICATE DATE is also shown on the
Schedule Page. It is the Certificate Anniversary
Date after the Insured's 95th birthday. On this
Date and at all times thereafter, the Selected
Face Amount will equal the account value and the
Death Benefit Option will be
-4-
<PAGE>
-5-
Death Benefit Option A. Monthly charges will
continue to be deducted from the account value of
the certificate with rider but mortality charges
will equal $0. Premium payments will no longer be
accepted. The payment of planned periodic premiums
does not guarantee that the certificate with rider
will continue in force to the Paid-up Certificate
Date.
The MONTHLY CALCULATION DATE is the monthly date
on which the monthly charges for the certificate
with rider are due. The first Monthly Calculation
Date is the Certificate Date. Subsequent Monthly
Calculation Dates are the same day of each month
thereafter.
A VALUATION DATE is any date on which the New York
Stock Exchange (or its successor) is open for
trading. A VALUATION PERIOD is the period of time
from the end of one Valuation Date to the end of
the next Valuation Date. A VALUATION TIME is the
time the New York Stock Exchange (or its
successor) closes on a Valuation Date. All actions
which are to be performed on a Valuation Date will
be performed as of the Valuation Time.
ENTIRE CONTRACT The Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable Rider
under which this certificate with rider is issued
is a legal contract between the policy with
riderholder and us. The policy with riderholder is
the Trustee named on the Schedule Page.
The term "application" as it applies to this
certificate with rider shall mean any enrollment
form(s) or application(s) for this certificate
with rider.
The entire contract consists of:
. The Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable
Rider and the application for it;
. The applications for this certificate with
rider; and
. Any attached rider(s).
In any application, rider, or other form attached
to this certificate with rider:
. The word "policy with rider" as it applies
to this certificate with rider shall mean
"certificate with rider";
. The words "Policy Date" as they apply to
this certificate with rider shall mean
"Certificate Date"; and
. The words "Policy Anniversary Date" as
they apply to this certificate with rider
shall mean "Certificate Anniversary Date."
We have issued the Group Flexible Premium
Adjustable Life Insurance Policy To Age 95 With
Variable Rider in return for the application for
it. We have issued this certificate with rider in
return for the application for it and the payment
of premiums for the certificate with rider. Any
change or waiver of the terms of the Group
Flexible Premium Adjustable Life Insurance Policy
To Age 95 With Variable Rider or any certificate
with rider must be in writing and signed by our
Secretary or an Assistant Secretary to be
effective.
CONTINUATION OF If the Group Flexible Premium Adjustable Life
INSURANCE Insurance Policy To Age 95 With Variable Rider,
under which this certificate with rider is issued,
terminates or if the Insured becomes disassociated
from the Employer, any insurance then in effect
will remain in force, provided it is not fully
surrendered by the Owner. All insurance that is
continued will be automatically changed from
deduction of wages to a direct billing status.
Certificate with rider premiums will then be
payable directly to us.
CERTIFICATE WITH RIDER This certificate with rider is "not
IS NOT PARTICIPATING participating," which means that no dividends are
payable on the certificate with rider.
<PAGE>
REPRESENTATIONS AND We rely on all statements made by or for the
CONTESTABILITY Insured in the application(s) for this certificate
with rider. Those statements are considered to be
representations and not warranties. We reserve the
right to bring legal action to contest the
validity of the insurance described in this
certificate with rider, or any increase in the
Selected Face Amount applied for after the Issue
Date, for any material misrepresentation of a
fact. To do so, however, the misrepresentation
must have been made in the application, or in a
supplemental application to increase the Selected
Face Amount, and a copy of the application must
have been attached to this certificate with rider
when issued, or made a part of the certificate
with rider when the increase in the Selected Face
Amount became effective.
Except for any increase in the Selected Face
Amount applied for after the Issue Date, we can
not contest the validity of the insurance
described in this certificate with rider after the
certificate has been in force during the lifetime
of the Insured for a period of two years from its
Issue Date. We can not contest the validity of any
increase in the Selected Face Amount applied for
after the Issue Date once the certificate has been
in effect during the lifetime of the Insured for a
period of two years.
MISSTATEMENT OF AGE If the Insured's date of birth as given in the
application is not correct, an adjustment will be
made. If the adjustment is made when the Insured
dies, the death benefit will reflect the amount
provided by the most recent mortality charge
according to the correct age. If the adjustment is
made before the Insured dies, then future monthly
deductions will be based on the correct age.
MEANING OF IN FORCE "In force" means that the insurance provided by
the certificate with rider has not terminated. The
certificate will be in force from its Issue Date
or, if later, the date the first premium for the
certificate is paid.
This certificate with rider will continue in force
to the Insured's death if:
. The account value less any certificate
with rider debt is sufficient to cover the
monthly charges due on each Monthly
Calculation Date; and
. Certificate with rider debt does not
exceed the account value; and
. The certificate with rider is not fully
surrendered.
The factors which can affect the certificate with
rider's account value include:
. The amount and timing of premium payments.
. Any withdrawals or transfers of values.
. Any changes in any riders.
. Any changes in the Selected Face Amount.
. Any outstanding certificate with rider
debt.
. Any changes in the Death Benefit Option.
. The monthly charges deducted from the
account value.
. The interest earned on the fixed account
value.
. The net investment experience of the
Separate Account for this certificate with
rider.
Each of these factors is discussed in detail
elsewhere in this certificate with rider.
PRINCIPAL Our Principal Administrative Office is in
ADMINISTRATIVE OFFICE Springfield, Massachusetts. The address is MML Bay
State Life Insurance Company, Springfield,
Massachusetts 0llll.
-6-
<PAGE>
-7-
PART 2. PREMIUM PAYMENTS
Premiums are the payments that may be paid to us
to purchase life insurance and to increase the
account value of this certificate with rider.
MINIMUM INITIAL The MINIMUM INITIAL PREMIUM for this certificate
PREMIUM, MODAL TERM, with rider is shown on the Schedule Page for this
MODAL TERM PREMIUM certificate with rider.
The MODAL TERM selected by the Employer in the
Participation Agreement forms the basis for the
billing cycle for this certificate. The Employer
may select a monthly, quarterly, semi-annual or
annual Modal Term. The Employer may change the
selected Modal Term at any time by written request
to Us. If you become disassociated with the
Employer, we will send the billing statements
directly to you for this certificate with rider.
When you become disassociated with the Employer,
the Owner will be vested in all policy rights
previously held by the Employer, including the
right to change the Modal Term.
The MODAL TERM PREMIUM is an estimate of the
premium that will be sufficient to pay the monthly
charges for the Modal Term. The Modal Term Premium
equals the sum of the monthly charges during the
Modal Term divided by 1 less the total percentage
we deduct from a premium to equal a Net Premium
discounted at a rate not lower than the minimum
annual interest rate. In calculating the Mortality
Charge, it is assumed that the amount of insurance
that requires a charge is equal to the Selected
Face Amount divided by 1 plus the monthly
equivalent of the minimum annual interest rate.
PREMIUM FLEXIBILITY After the minimum initial premium for this
AND PREMIUM NOTICES certificate with rider has been paid, there is no
requirement that any amount of premium be paid on
any date. Subject to the RIGHT TO REFUND PREMIUMS
provision in this Part, while this certificate
with rider is in force any amount of premium may
be paid at any time before the death of the
Insured.
We will also send notice of any premium needed to
prevent termination of this certificate with
rider. Premium notices will be sent only while
this certificate with rider is in force.
Payment of premiums does not guarantee that this
certificate with rider will continue in force.
WHERE TO PAY All premiums are payable to us at our Principal
PREMIUMS Administrative Office or at the place shown for
payment on the premium notice. Upon request, a
receipt signed by our Secretary or an Assistant
Secretary will be given for any premium payment.
RIGHT TO REFUND We have the right to promptly refund any amount of
PREMIUMS premium paid for this certificate with rider if
application of that premium to the certificate
with rider's account value would increase the
amount of insurance that requires a charge. See
the MONTHLY CHARGES provision in Part 3 for a
discussion of the amount of insurance that
requires a charge.
PART 3. ACCOUNTS, VALUES, AND CHARGES
This certificate with rider provides that certain
values (referred to as the "variable account
values") are based on the investment performance
of the Separate Account and are not guaranteed as
to dollar amount. This certificate with rider also
provides that other values (referred to as the
"fixed account values") are based on the interest
credited to the Guaranteed Principal Account. The
account value of this certificate with rider is
the variable account
<PAGE>
value plus the fixed account value. This Part
gives information about the Separate Account, the
Guaranteed Principal Account, and the values and
charges connected with them.
NET PREMIUM A net premium is a premium we receive for this
certificate with rider less the charges we deduct
at that time. Net premium, expressed as a
percentage of a premium we receive, is shown on
the Schedule Page .
ALLOCATION OF NET The allocation of each net premium we receive will
PREMIUMS be in whole percentages and will be subject to any
net premium allocation limitations stated on the
Schedule Page.
Each net premium we receive before the Right To
Return period expires will be allocated to
theGuaranteed Principal Account. The Right To
Return period is explained on the front cover of
this certificate with rider.
Upon the expiration of the Right To Return period,
we will allocate this certificate with rider's
value among the Guaranteed Principal Account and
the divisions of the Separate Account. This
allocation will be in accordance with the net
premium allocation in effect and subject to the
allocation limitations stated on the Schedule
Page.
Each net premium we receive after the Right To
Return period expires will be allocated among the
Guaranteed Principal Account and the divisions of
the Separate Account. This allocation will be in
accordance with the net premium allocation in
effect and subject to the allocation limitations
stated on the Schedule Page.
The net premium allocation specified in the
application will remain in effect until changed by
any later written election satisfactory to us and
received at our Principal Administrative Office.
Any change in the allocation specified in the
application will be subject to the allocation
limitations stated on the Schedule Page.
THE SEPARATE ACCOUNT The Separate Account shown on the Schedule Page is
a separate investment account.
The Separate Account has several divisions. Each
division invests in shares of an investment fund.
The divisions and the investment funds available
to the Owner are shown on the Schedule Page.
The values of the assets in the divisions are
variable and are not guaranteed. They depend on
the investment results of the Separate Account
shown on the Schedule Page.
We own the assets of the Separate Account. Those
assets will be used only to support variable life
insurance policies. A portion of the assets equal
to the reserves and other liabilities of the
Separate Account will not be charged with
liabilities that arise from any other business we
may conduct. However, we may transfer assets that
exceed the reserves and other liabilities of the
Separate Account to our general account. Income,
gains, and losses, whether or not realized, from
each division of the Separate Account are credited
to or charged against that division without regard
to any of our other income, gains, or losses.
CHANGES IN THE We have the right to establish additional
SEPARATE ACCOUNT divisions of the Separate Account, and to
establish other investment options, from time to
time. Amounts credited to any additional divisions
established would be invested in shares of other
Funds. For any division, we have the right to
substitute new Funds or merge existing Funds. We
also have the right to eliminate any existing
division of the Separate Account or any other
investment option.
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Subject to applicable provisions of federal
securities laws, we have the right to change the
investment policy of any division of the Separate
Account subject to the approval of the insurance
supervisory official of the state of domicile of
MML Bay State. If required, the process for
obtaining approval of a material change from the
applicable regulatory authority will be filed with
the insurance supervisory official of the state
where this policy with rider is delivered.
Further, if required, we will notify the Owner if
the applicable regulatory authority approves any
material change.
We reserve the right to operate the Separate
Account as a managed investment company under the
Investment Company Act of 1940 or in any other
form permitted by law.
ACCUMULATION UNITS Accumulation units are used to measure the
variable account value of this certificate with
rider. The value of a unit is determined as of the
Valuation Time on each Valuation Date for
valuation of the Separate Account. The value of
any unit can vary from Valuation Date to Valuation
Date. That value reflects the investment
performance of the division of the Separate
Account applicable to that unit.
PURCHASE AND SALE OF Accumulation units will be purchased or sold at
ACCUMULATION UNITS the unit value as of the Valuation Time on the
Valuation Date of purchase or sale. Accumulation
unit value is discussed in Part 7.
EXAMPLE: The amount applied is $550. The date of
purchase is June 10, 19X4. The
accumulation unit value on that date is
$10. The number of units purchased would
be 55 ($550 divided by $10 = 55). If,
instead, the unit value was $11, then
the amount applied would purchase 50
units ($550 divided by $11 = 50).
If we receive a premium or a written request that
causes us to purchase or sell accumulation units,
and we receive that premium or request before the
Valuation Time on a Valuation Date, accumulation
units will be purchased or sold as of that
Valuation Date. Otherwise, accumulation units will
be purchased or sold as of the next following
Valuation Date.
At the Owner's request, we will purchase or sell
accumulation units as of a later Valuation Date.
ACCOUNT VALUE OF The account value of this certificate with rider
CERTIFICATE WITH RIDER on any date is the variable account value of the
certificate with rider plus the fixed account
value of the certificate with rider, both
determined as of that date.
VARIABLE ACCOUNT The variable account value of this certificate
VALUE OF CERTIFICATE with rider reflects:
WITH RIDER
. The net premiums allocated to the Separate
Account for this certificate with rider;
. Any amounts transferred into the Separate
Account for this certificate with rider
from the Guaranteed Principal Account;
. Any amounts transferred and withdrawn from
the Separate Account for this certificate
with rider;
. Any monthly charges deducted from the
Separate Account for this certificate with
rider; and
. The net investment experience of the
Separate Account for this certificate with
rider.
Net premiums, transfers, withdrawals, and monthly
deductions are all reflected in the variable
account value through the purchase or sale of
accumulation units. The net investment experience
is reflected in the value of the accumulation
units. Net premiums and monthly deductions are
discussed in this Part 3. Transfers and
withdrawals are discussed in Part 4.
<PAGE>
The value of this certificate with rider's
accumulation units in a division of the Separate
Account is equal to the accumulation unit value in
that division on the date the value is determined,
multiplied by the number of those units in that
division. How accumulation unit values are
determined is discussed in Part 7.
The variable account value of this certificate
with rider on any date is the total of the values
on that date of this certificate with rider's
accumulation units in each division of the
Separate Account.
FIXED ACCOUNT VALUE The fixed account value of this certificate with
OF CERTIFICATE WITH rider is the accumulation at interest of:
RIDER
. The net premiums allocated to the
Guaranteed Principal Account for this
certificate with rider; plus
. Any amounts transferred into the
Guaranteed Principal Account for this
certificate with rider from the Separate
Account; less
. Any amounts transferred and withdrawn from
the Guaranteed Principal Account for this
certificate with rider; and less
. Any monthly charges deducted from the
Guaranteed Principal Account for this
certificate with rider.
THE GUARANTEED The Guaranteed Principal Account, also referred
PRINCIPAL ACCOUNT to as the fixed account, is part of our general
investment account. It has no connection with, and
does not depend on, the investment performance of
the Separate Account.
We have the right to establish additional
guaranteed principal accounts from time to time.
INTEREST ON FIXED The fixed account value of this certificate with
ACCOUNT VALUE rider earns interest at a rate not less than the
minimum annual interest rate for the Guaranteed
Principal Account shown in the Basis Of
Computation section on the Schedule Page. Interest
is earned daily.
For any fixed account value equal to any
certificate with rider loan, the interest rate we
use will be the daily equivalent of the loan
interest rate less a declared charge which is
guaranteed not to exceed 1.25% annually.
For any fixed account value in excess of an amount
equal to any certificate with rider loan, the
interest rate we use will be the daily equivalent
of a rate declared by us.
MONTHLY CHARGES Monthly charges will be deducted from the account
value of this certificate with rider. These
charges are due on each Monthly Calculation Date.
Monthly charges will be taken from the Guaranteed
Principal Account until exhausted and then from
the divisions of the Separate Account in
proportion to the values of this certificate with
rider in each of those divisions. For each Monthly
Calculation Date, deductions will be made, and
values will be determined, on the Valuation Date
which is on, or next follows, the latest of:
. The date we receive the initial premium
for the Certificate;
. The Monthly Calculation Date; and
. The date we receive the amount of premium
needed to prevent termination in
accordance with the GRACE PERIOD AND
TERMINATION provision in this Part.
Deductions from the Separate Account are made by
selling accumulation units at their value on the
Valuation Date determined above.
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We assess monthly charges of three types:
1. ADMINISTRATIVE CHARGE. The amount of this charge will be
determined by us. In no case, however, will it be greater
than the maximum charge shown in the Other Information
section of the Schedule Page.
2. MORTALITY CHARGE. The amount of this charge will be
determined by us. The maximum monthly mortality charges
for each $1,000 of insurance that requires a charge are
shown in the Table Of Maximum Monthly Mortality Charges of
this certificate with rider.
We have the right to charge less than the maximum charges
shown in the Table. Any change in these charges will apply
to all individuals who are in the same class. The amount
of insurance that requires a charge is determined as
follows. This computation is made as of the date the
charge is deducted. All amounts are computed as of that
date.
a. We compute the account value after all additions and
deductions other than the deduction of the mortality
charge.
b. We determine the amount of benefit under the Death
Benefit Option in effect (as discussed in the DEATH
BENEFIT OPTIONS provision in Part 5). The Minimum Face
Amount used here is based on the account value computed
in (a) above.
c. We divide the amount of benefit determined in (b) above
by an amount equal to 1 plus the monthly equivalent
(expressed as a decimal fraction) of the minimum annual
interest rate for the Guaranteed Principal Account
shown in the Basis Of Computation section on the
Schedule Page of the certificate with rider.
d. We subtract the account value, as computed in (a)
above, from the amount determined in (c) above. The
result is the amount of insurance that requires a
charge.
3. RIDER CHARGE. The monthly charges for any rider are shown
in a table of charges for that rider.
GRACE PERIOD If the account value less any certificate with rider debt is not
AND enough to pay the monthly charges due on a Monthly Calculation
TERMINATION Date, we allow a grace period for payment of the amount of
premium needed to increase the account value so that the monthly
deduction can be made. This grace period begins on the date the
deduction is due. It ends 61 days after that date or, if later,
30 days after we have mailed a written notice to the Owner at the
last known address shown on our records. This notice will state
the amount required to increase the account value to cover the
charges.
During the grace period, this certificate with rider will
continue in force. The certificate with rider will terminate
without value if we do not receive payment of the required amount
by the end of the grace period.
PART 4. LIFE BENEFITS
Life insurance provides a death benefit if the Insured dies while
the certificate with rider is in force. There are also rights and
benefits that are available before the Insured dies. These "Life
Benefits" are discussed in this Part.
<PAGE>
CERTIFICATE WITH RIDER OWNERSHIP
RIGHTS OF While the Insured is living, the Owner may exercise all rights
OWNER given by this certificate with rider or allowed by us. These
rights include assigning the certificate with rider, changing
Beneficiaries, changing Ownership, enjoying all certificate with
rider benefits and exercising all certificate with rider options.
The consent of any Irrevocable Beneficiary is needed to exercise
any certificate with rider right except the right to reinstate
this certificate with rider after termination.
ASSIGNING THE A certificate with rider may be assigned with our consent. But
CERTIFICATE for any assignment to be binding on us, we must receive a signed
WITH RIDER copy of it at our Principal Administrative Office. We will not be
responsible for the validity of any assignment.
Once we receive a signed copy of and give our consent to an
assignment, the rights of the Owner and the interest of any
Beneficiary or any other person will be subject to the
assignment. An assignment is subject to any certificate with
rider debt. See "Borrowing On This Certificate With Rider" in
this Part for a discussion of certificate with rider debt.
CHANGING THE The Owner or any Beneficiary may be changed during the Insured's
OWNER OR lifetime. We do not limit the number of changes that may be made.
BENEFICIARY To make a change, a written request satisfactory to us must be
received at our Principal Administrative Office. The change will
take effect as of the date the request is signed, even if the
Insured dies before we receive it. Each change will be subject to
any payment we made or other action we took before receiving the
request.
TRANSFERS OF Transfers of a certificate with rider's values are subject to the
VALUES limitations stated on the Schedule Page. Subject to those
limitations, transfers may be made upon written direction
satisfactory to us received at our Principal Administrative
Office. These transfers are:
. Transfers of values between divisions of the Separate
Account. These transfers will be made by selling all or
part of the accumulation units in a division and applying
the value of the units sold to purchase units in any
other division.
. Transfers of values from one or more divisions of the
Separate Account to the Guaranteed Principal Account.
These transfers will be made by selling all or part of
the accumulation units in a division and applying the
value of the units sold to the Guaranteed Principal
Account.
. Transfers of values from the Guaranteed Principal Account
to one or more divisions of the Separate Account. These
transfers will be made by applying all or part of the
value in the Guaranteed Principal Account to purchase
accumulation units in one or more divisions of the
Separate Account.
Transfers will be as of the Valuation Date specified in the
PURCHASE AND SALE OF ACCUMULATION UNITS provision in Part 3. All
transfers made on one Valuation Date will be considered one
transfer.
SURRENDERING THIS CERTIFICATE WITH RIDER AND MAKING WITHDRAWALS
RIGHT TO This certificate with rider may be fully surrendered for its cash
SURRENDER surrender value at any time while the Insured is living.
Surrender will be effective on the date we receive this
certificate with rider and a written surrender request
satisfactory to us at our Principal Administrative Office. A
later effective date may be elected in the surrender request.
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<PAGE>
- 13 -
CASH SURRENDER The cash surrender value of this certificate with rider is equal
VALUE to the account value less any certificate with rider debt.
MAKING A withdrawal may also be referred to as a partial surrender.
WITHDRAWALS While the Insured is living, withdrawals may be made from a
certificate with rider as of any Monthly Calculation Date after
six months from the Certificate Date. The request for a
withdrawal must be written and satisfactory to us. It must state
the Account (or Accounts) from which the withdrawal will be made.
For any withdrawal from the Separate Account, the request must
also state the division (or divisions) from which the withdrawal
will be made.
The amount of a withdrawal includes the withdrawal charge that
applies. Withdrawals from the Guaranteed Principal Account will
be made by reducing the value in that Account to provide the
amount of the withdrawal. Withdrawals from a division (or
divisions) of the Separate Account will be made by selling a
sufficient number of accumulation units to provide the amount of
the withdrawal. Each withdrawal will be subject to the following
rules:
. The minimum amount of a withdrawal is $500;
. A withdrawal charge of up to 2% of the amount of the
withdrawal, but not more than $25, will be deducted from
the amount of the withdrawal; and
. An amount equal to certificate with rider debt plus one
plus the number of Monthly Calculation Dates remaining in
the Modal Term multiplied by the most recent monthly charge
made for the certificate with rider must remain in the
Guaranteed Principal Account; and
. The maximum total withdrawal amount cannot exceed the
account value less certificate with rider debt less one
plus the number of Monthly Calculation Dates remaining in
the Modal Term multiplied by the most recent monthly charge
made for the certificate with rider.
Unless we receive evidence of insurability satisfactory to us,
the Selected Face Amount for the current Certificate Year will be
reduced upon withdrawal as needed to prevent an increase in the
amount of insurance that requires a charge. A new Schedule Page
will be sent to the Owner to reflect these changes.
EXAMPLE: You make a withdrawal without furnishing us
satisfactory evidence of insurability. Just before the
withdrawal, your certificate with rider has a Selected
Face Amount of $50,000and an account value of $20,000.
The Minimum Face Amount Percentage for the current
Certificate Year is 200%. Under Death Benefit Option A,
the amount of insurance that requires a charge is
$50,000 minus $20,000, or $30,000. If you make a
withdrawal of $5,000, the account value would be
reduced to $15,000. The amount of insurance that
requires a charge would otherwise be increased to
$35,000 ($50,000 -$15,000). However, the Selected Face
Amount will be reduced instead to $45,000 and the
amount of insurance that requires a charge will remain
$30,000. (For simplicity, in this example the minimum
annual interest rate is assumed to be zero.)
HOW WE PAY Any withdrawal made will be paid in one sum. However, if the
entire certificate with rider is fully surrendered, the cash
surrender value may be paid in one sum, or it may be applied
under any payment option elected. See Part 6.
We may delay paying any full surrender or withdrawal value from
the Guaranteed Principal Account for up to six months from the
date the request (and the certificate with rider, if needed) is
received at our Principal Administrative Office.
We may delay paying any full surrender or withdrawal value from
the Separate Account during any period that:
<PAGE>
. The New York Stock Exchange (or its successor) is closed,
except for normal weekend or holiday closings, or trading
is restricted; or
. The Securities and Exchange Commission (or its successor)
determines that a state of emergency exists; or
. The Securities and Exchange Commission (or its successor)
permits us to delay payment for the protection of our
certificate with rider owners; or
. We are permitted by state law to delay such payment.
If payment is delayed for 30 days or more, interest will be
added. The amount of interest will be the same as would be paid
for the same period of time under Option D of the payment
options. See Part 6 for a description of Option D.
BORROWING ON THIS CERTIFICATE WITH RIDER
RIGHT TO MAKE Loans can be made on this certificate with rider at any time
LOANS after six months from the Certificate Date while the Insured is
living. However, the certificate with rider must be properly
assigned to us before the loan is made. No other collateral is
needed. We refer to all outstanding loans plus accrued interest
as "certificate with rider debt."
EFFECT OF A loan is attributed to each division of the Separate Account and
LOAN to the Guaranteed Principal Account in proportion to the values
of the certificate with rider in each of those divisions and in
the Guaranteed Principal Account (excluding any outstanding
certificate with rider debt plus an amount equal to one plus the
number of Monthly Calculation Dates remaining in the Modal Term
multiplied by the most recent monthly charge made for the
certificate with rider) at the time of the loan. The amount of
the loan attributed to each division of the Separate Account will
be transferred to the Guaranteed Principal Account. Any such
transfer is made by selling accumulation units in the division
and applying the value of those units to the Guaranteed Principal
Account on the date the loan is made. Any interest added to the
loan will be treated as a new loan under this provision.
The amount equal to any outstanding certificate with rider loans
will be held in the Guaranteed Principal Account, and will earn
interest as described in the INTEREST ON FIXED ACCOUNT VALUE
provision.
MAXIMUM LOAN For this certificate with rider, the maximum amount that can be
AVAILABLE borrowed on any date is equal to:
. 90% of this certificate with rider's account value on that
date; less
. Any outstanding certificate with rider debt; less
. Interest on the loan being made and on any outstanding
certificate debt to the next Certificate Anniversary Date;
less
. An amount equal to one plus the number of Monthly
Calculation Dates remaining in the Modal Term multiplied by
the most recent monthly charge made for the certificate
with rider.
INTEREST Interest is not due in advance. This interest accrues (builds up)
each day and becomes part of the certificate with rider debt as
it accrues.
Interest is due on each Certificate With rider Anniversary Date.
If interest is not paid when due, it will be added to the loan
and will bear interest at the rate payable on the loan.
EXAMPLE: You have a loan of $1,000. The interest due on the
Certificate Anniversary Date is $60. If it is not paid
on that date, we will add it to the existing loan. The
loan will
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<PAGE>
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then be $1,060 and interest will be charged on this
amount from then on.
The type of interest rate on any loan is elected by the Employer
and is shown on the Schedule Page of this certificate with rider.
CERTIFICATE Certificate with rider debt (including accrued interest) may not
WITH RIDER equal or exceed the certificate with rider's account value. If
DEBT LIMIT this limit is reached, we can terminate this certificate with
rider. To terminate for this reason we must mail written notice
to the Owner and any assignee shown on our records at their last
known addresses. This notice will state an amount that will bring
the certificate with rider debt back within the limit. If we do
not receive payment within 30 days after the date we mailed the
notice, this certificate with rider will terminate without value
at the end of those 30 days.
REPAYMENT OF
CERTIFICATE All or part of any certificate with rider debt may be repaid at
WITH RIDER any time while this certificate with rider is in force and the
DEBT Insured is living.
Any repayment of certificate with rider debt will result in the
transfer of certificate with rider values equal to the repayment
out of the Guaranteed Principal Account and the application of
those values to each division of the Separate Account and to the
Guaranteed Principal Account in proportion to the values of this
certificate with rider in each of those divisions and in the
Guaranteed Principal Account (excluding any outstanding
certificate with rider loans) at the time of the repayment.
OTHER
BORROWING We may delay the granting of any loan amount attributable to the
RULES Guaranteed Principal Account for up to six months.
We may delay the granting of any loan amount attributable to the
Separate Account during any period that:
. The New York Stock Exchange (or its successor) is closed,
except for normal weekend or holiday closings, or trading
is restricted; or
. The Securities and Exchange Commission (or its successor)
determines that a state of emergency exists; or
. The Securities and Exchange Commission (or its successor)
permits us to delay payment for the protection of our
certificate with rider owners; or
. We are permitted by state law to delay such payment.
REINSTATING THIS CERTIFICATE WITH RIDER
WHEN After this certificate with rider has terminated, it may be
REINSTATEMENT reinstated - that is, put back in force. However, the certificate
CAN BE MADE with rider cannot be reinstated if it has been fully surrendered
for its cash surrender value. Reinstatement must be made within 5
years after the date of termination and during the Insured's
lifetime.
REQUIREMENTS Evidence of insurability satisfactory to us is required to
TO REINSTATE reinstate. A premium is also required as a cost to reinstate.
That premium must be no less than the amount necessary to produce
a certificate with rider account value equal to three times the
monthly charges due on the Monthly Calculation Date which is on,
or next follows, the date of reinstatement.
CHANGES IN THE SELECTED FACE AMOUNT
INCREASES IN While this certificate with rider is in force, the Selected Face
THE SELECTED Amount may be increased upon written application. Evidence of
FACE AMOUNT insurability, satisfactory to us, may be required for each
<PAGE>
increase. Any increase must be for at least $5,000, unless we
establish a lower minimum. A lower minimum may be established by
the Employer and us in the Participation Agreement.
Any increase in the Selected Face Amount will be effective on the
Monthly Calculation Date which is on, or next follows, the later
of:
. The date 15 days after a written request for such change
has been received and approved by us; or
. The requested effective date of the change.
Mortality charges for each increase are determined and deducted
from the certificate with rider's account value in accordance
with the MONTHLY CHARGES provision. These charges will be
deducted from the certificate with rider's account value
beginning on the effective date of the increase.
LIMITATIONS ON No increase in the Selected Face Amount can become effective
INCREASES after the Certificate Anniversary Date after the Insured's 75th
birthday.
EVIDENCE OF If the Selected Face Amount is increased we will send an amended
INCREASES Schedule Page reflecting that increase. However, we have the
right to require that this certificate with rider be sent to us
so that the increase can be made.
DECREASES IN While this certificate with rider is in force, the Selected Face
THE SELECTED Amount may be decreased upon written application satisfactory to
FACE AMOUNT us. The resulting Selected Face Amount after decrease must be at
least $50,000.
Any requested decrease in the Selected Face Amount will be
effective on the Monthly Calculation Date which is on, or next
follows, the later of:
. The date 15 days after a written request for such change
has been received and approved by us; or
. The requested effective date of the change.
A requested decrease in the Selected Face Amount is allowed only
once per Certificate Year.
RIGHT TO AMEND
AMENDING THIS This certificate with rider may be amended from time to time as
CERTIFICATE may be required to meet the definition of "life insurance" under
WITH RIDER the Internal Revenue Code.
In particular, if the Minimum Face Amount of the certificate with
rider is less than that required for the certificate with rider
to be considered "life insurance," the Minimum Face Amount may be
increased. The amount of the increase cannot be more than that
needed to qualify the certificate with rider as "life insurance."
Evidence of insurability is not needed to amend this certificate
with rider in accordance with this provision. However, a written
request to amend will be required. A cost to amend may also be
required. No amendment will become effective until the written
request satisfactory to us is received at our Principal
Administrative Office and any required cost has been paid.
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<PAGE>
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REPORTS TO OWNER
ANNUAL REPORT Each year, within 30 days after the Certificate Anniversary Date,
we will mail a report to the Owner. There will be no charge for
this report. This report will show the account value at the
beginning of the previous Certificate Year and all premiums paid
since that time. It will also show the additions to, and
deductions from, the account value during that Year, and the
account value, death benefit, cash surrender value, and
certificate with rider debt as of the last Certificate
Anniversary Date.
This report will also include any additional information required
by applicable law or regulation.
ILLUSTRATIVE In addition to the annual report, we will, upon request after the
REPORT first Certificate Year, send an illustrative report of projected
values to the Owner. We will not charge a fee for providing an
illustrative report on an annual basis. However, if the Owner
requests illustrative reports more frequently, we may charge a
reasonable fee, but only for those additional reports.
PART 5. THE DEATH BENEFIT
The death benefit is the amount of money we will pay when we
receive due proof at our Principal Administrative Office that the
Insured died while the certificate with rider was in force. We
discuss the death benefit in this Part.
AMOUNT OF If the Insured dies while this certificate with rider is in
DEATH BENEFIT force, the death benefit will be the amount of benefit provided
by the Death Benefit Option in effect on the date of death, with
these adjustments:
. We add the part of any monthly charge that applies to a
period beyond the date of death; and
. We deduct:
. Any certificate with rider debt outstanding on the date
of death; and
. Any unpaid monthly charges to the date of death.
DEATH BENEFIT Two Death Benefit Options, described below, are available under
OPTIONS this certificate with rider. The Death Benefit Option and the
Selected Face Amount are shown on the Schedule Page of the
certificate with rider. The Minimum Face Amount is discussed in
the next provision.
DEATH BENEFIT OPTION A - Under this Option, the amount of benefit
is the greater of:
. The Selected Face Amount in effect on the date of death;
and
. The Minimum Face Amount in effect on the date of death.
DEATH BENEFIT OPTION B - Under this Option, the amount of benefit
is the greater of:
. The Selected Face Amount in effect on the date of death
plus the certificate with rider's account value on the date
of death; and
. The Minimum Face Amount in effect on the date of death.
MINIMUM FACE In order to qualify as life insurance under the federal tax laws
AMOUNT in effect on the Issue Date of a certificate with rider, the
certificate with rider has a Minimum Face Amount. The Minimum
Face Amount on any date is a percentage of the certificate with
rider's account value on that date. The percentage for each
Certificate Year is shown in the Table Of Minimum Face Amount
Percentages in this certificate with rider.
<PAGE>
EXAMPLE: The Minimum Face Amount is determined on June 10, 19X1.
The account value on that date is $50,000. The last
Certificate Anniversary Date was May 2, 19X1. If the
applicable Minimum Face Amount Percentage for the
Certificate Year beginning May 2, 19X1 is 280%, then
the Minimum Face Amount is 280% of $50,000, or
$140,000.
CHANGES IN THE While this certificate with rider is in force, the Death Benefit
DEATH BENEFIT Option may be changed by the Owner's written request. Any change
OPTION from Death Benefit Option A to Death Benefit Option B will
require evidence of insurability satisfactory to us.
Any change in the Death Benefit Option will take effect on the
Certificate Anniversary Date on, or next following, the later of:
. The date 15 days after a written request for such change
has been received and approved by us; or
. The requested effective date of the change.
WHEN WE PAY The death benefit will be paid within seven days after the date
we receive due proof of the Insured's death, and any other
requirements necessary for us to make payment, at our Principal
Administrative Office. However, we may delay payment of the death
benefit during any period that:
. The New York Stock Exchange (or its successor) is closed,
except for normal weekend or holiday closings, or trading
is restricted; or
. The Securities and Exchange Commission (or its successor)
determines that a state of emergency exists; or
. The Securities and Exchange Commission (or its successor)
permits us to delay payment for the protection of our
certificate with rider owners; or
. We are permitted by state law to delay such payment.
INTEREST ON If the death benefit is paid in one sum, we will add interest
DEATH BENEFIT from the date of death to the date of payment. The amount of
interest will be the same as would be paid under Option D of the
payment options for that period of time but not less than that
required by law. See Part 6 for a description of Option D.
If the death benefit is applied under a payment option, interest
will be paid from the date of death to the effective date of that
option. It will be paid in one sum to the Beneficiary living on
that effective date. The amount of interest will be the same as
would be paid under Option D for that period of time but not less
than that required by law.
SUICIDE Except for any increases in the Selected Face Amount applied for
EXCLUSION after the Issue Date of the certificate, we will pay a limited
death benefit if the Insured commits suicide, while sane or
insane, within two years from the Issue Date and while this
certificate with rider is in force. The limited death benefit
will be the amount of premiums paid for this certificate with
rider, less any certificate with rider debt and amounts
withdrawn.
For any increases in the Selected Face Amount applied for after
the Issue Date of the certificate, we will pay a limited death
benefit if the Insured commits suicide, while sane or insane,
within two years from the effective date of the increase and
while it is in force. The limited death benefit will be the
monthly deductions made for that increase. However, if the
limited death benefit as described in the preceding paragraph is
payable, there will be no death benefit for the increase.
Any limited death benefit will be paid in one sum to the
Beneficiary.
- 18 -
<PAGE>
- 19 -
PART 6. PAYMENT OPTIONS
These are Optional Methods Of Settlement. They provide alternate
ways in which payment can be made.
AVAILABILITY All or part of the death benefit or cash surrender value may be
OF OPTIONS applied under any payment option. If this certificate with rider
is assigned, any amount due to the assignee will be paid in one
sum. The balance, if any, may be applied under any payment
option.
MINIMUM If the amount to be applied under any option for any one person
AMOUNTS is less than $2,000, we may pay that amount in one sum instead.
If the payments under any option come to less than $20 each, we
have the right to make payments at less frequent intervals.
DESCRIPTION OF Our payment options are described below. Any other payment option
OPTIONS agreed to by us may be elected. The payment options are described
in terms of monthly payments. Annual, semiannual, or quarterly
payments may be requested instead. The amount of these payments
will be determined in a way which is consistent with monthly
payments and will be quoted on request.
OPTION A FIXED AMOUNT PAYMENT OPTION. Each monthly payment will be for an
agreed fixed amount. The amount of each payment may not be less
than $10 for each $1,000 applied. Interest will be credited each
month on the unpaid balance and added to it. This interest will
be at a rate determined by us, but not less than the equivalent
of 3% per year. Payments continue until the amount we hold runs
out. The last payment will be for the balance only.
<PAGE>
OPTION B FIXED TIME PAYMENT OPTION. Equal monthly payments will be made
for any period selected, up to 30 years. The amount of each
payment depends on the total amount applied, the period selected
and the monthly payment rates we are using when the first payment
is due. The rate of any payment will not be less than shown in
the Option B Table.
<TABLE>
<CAPTION>
------------------------------------------------------------
OPTION B TABLE
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
MONTHLY MONTHLY
YEARS PAYMENT YEARS PAYMENT
<S> <C> <C> <C>
1 $84.47 16 $6.53
2 42.86 17 6.23
3 28.99 18 5.96
4 22.06 19 5.73
5 17.91 20 5.51
6 15.14 21 5.32
7 13.16 22 5.15
8 11.68 23 4.99
9 10.53 24 4.84
10 9.61 25 4.71
11 8.86 26 4.59
12 8.24 27 4.47
13 7.71 28 4.37
14 7.26 29 4.27
15 6.87 30 4.18
For quarterly payment, multiply by 2.993. For
semiannual payment, multiply by 5.963. For annual
payment, multiply by 11.839.
------------------------------------------------------------
</TABLE>
-20-
<PAGE>
-21-
OPTION C LIFETIME PAYMENT OPTION. Equal monthly payments are based on the
life of a named person. Payments will continue for the lifetime
of that person. The three variations are:
(1) PAYMENTS FOR LIFE ONLY. No specific number of payments is
guaranteed. Payments stop when the named person dies.
(2) PAYMENTS GUARANTEED FOR AMOUNT APPLIED. Payments stop when
they equal the amount applied or when the named person dies,
whichever is later.
(3) PAYMENTS GUARANTEED FOR 5, 10 OR 20 YEARS. Payments stop at
the end of the selected guaranteed period or when the named
person dies, whichever is later.
The Option C Table shows the minimum monthly payment for each
$1,000 applied. The actual payments will be based on the monthly
payment rates we are using when the first payment is due. They
will not be less than shown in the Table.
<TABLE>
<CAPTION>
------------------------------------------------------------
OPTION C TABLE
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
PAYMENTS PAYMENTS GUARANTEED FOR
AGE* FOR LIFE AMOUNT 5 10 20
ONLY APPLIED YEARS YEARS YEARS
<S> <C> <C> <C> <C> <C>
40 $3.30 $3.25 $3.29 $3.28 $3.27
45 3.47 3.41 3.46 3.45 3.43
50 3.69 3.60 3.68 3.67 3.62
55 3.96 3.83 3.95 3.93 3.85
60 4.31 4.13 4.30 4.27 4.14
65 4.77 4.49 4.75 4.70 4.44
70 5.41 4.96 5.38 5.26 4.77
75 6.30 5.56 6.21 5.96 5.07
80 7.50 6.31 7.30 6.77 5.30
85 9.16 7.29 8.72 7.64 5.43
* Age on birthday nearest due date of the first
payment. Monthly payment rates for ages not shown
will be furnished on request. Monthly payment rates
for ages over 85 are the same as those for 85.
------------------------------------------------------------
</TABLE>
OPTION D INTEREST PAYMENT OPTION. We will hold any amount applied under
this option. Interest on the unpaid balance will be paid each
month at a rate determined by us. This rate will be not less than
the equivalent of 3% per year.
<PAGE>
OPTION E JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based
on the lives of two named persons. While both are living, one
payment will be made each month. When one dies, the same payment
will continue for the lifetime of the other. The two variations
are:
(1) PAYMENTS FOR TWO LIVES ONLY. No specific number of payments
is guaranteed. Payments stop when both named persons have
died.
(2) PAYMENTS GUARANTEED FOR 10 YEARS. Payments stop at the end
of 10 years, or when both named persons have died, whichever
is later.
The Option E Table shows the minimum monthly payment for each
$1,000 applied. The actual payments will be based on the monthly
payment rates we are using when the first payment is due. They
will not be less than shown in the Table.
<TABLE>
<CAPTION>
------------------------------------------------------------
OPTION E TABLE
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
PAYMENTS FOR TWO LIVES ONLY
AGE* 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C>
55 $3.53 $3.64 $3.72 $3.80 $3.85 $3.89
60 3.64 3.78 3.91 4.03 4.12 4.18
65 3.72 3.91 4.10 4.27 4.42 4.54
70 3.80 4.03 4.27 4.52 4.76 4.97
75 3.85 4.12 4.42 4.76 5.11 5.44
80 3.89 4.18 4.54 4.97 5.44 5.92
85 3.91 4.23 4.63 5.12 5.71 6.36
PAYMENTS GUARANTEED FOR 10 YEARS
AGE* 55 60 65 70 75 80
55 $3.52 $3.63 $3.71 $3.79 $3.84 $3.88
60 3.63 3.77 3.90 4.02 4.11 4.17
65 3.71 3.90 4.09 4.26 4.41 4.53
70 3.79 4.02 4.26 4.51 4.75 4.94
75 3.84 4.11 4.41 4.75 5.08 5.38
80 3.88 4.17 4.53 4.94 5.38 5.82
85 3.90 4.22 4.61 5.08 5.62 6.19
* Age on birthday nearest the due date of the first
payment. Monthly payment rates for ages not shown
will be furnished on request. Monthly payment rates
for ages over 85 are the same as those for 85.
------------------------------------------------------------
</TABLE>
-22-
<PAGE>
-23-
OPTION F JOINT LIFETIME PAYMENT OPTION WITH REDUCED PAYMENTS. Monthly
payments are based on the lives of two named persons.
Payments will continue while both are living. When one dies,
payments are reduced by one-third and will continue for the
lifetime of the other. Payments stop when both persons have
died.
The Option F Table shows the minimum monthly payment for
each $1,000 applied. The actual payments will be based on
the monthly payment rates we are using when the first
payment is due. They will not be less than shown in the
Table.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
OPTION F TABLE
MINIMUM MONTHLY PAYMENT RATES FOR EACH $1,000 APPLIED
AGE* 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C>
55 $3.80 $3.94 $4.10 $4.28 $4.47 $4.66
60 3.94 4.11 4.30 4.51 4.73 4.96
65 4.10 4.30 4.52 4.77 5.05 5.33
70 4.28 4.51 4.77 5.08 5.42 5.77
75 4.47 4.73 5.05 5.42 5.85 6.30
80 4.66 4.96 5.33 5.77 6.30 6.88
85 4.86 5.19 5.61 6.13 6.77 7.51
* Age on birthday nearest the due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
Payment rates for ages over 85 are the same as those for 85
- --------------------------------------------------------------------------------
</TABLE>
ELECTING A PAYMENT To elect any option, we require that a written request,
OPTION satisfactory to us, be received at our Principal
Administrative Office. The Owner may elect an option
during the Insured's lifetime. If the death benefit is
payable in one sum when the Insured dies, the
Beneficiary may elect an option with our consent.
Options for any amount payable to an association,
corporation, partnership or fiduciary are available
with our consent. However, a corporation or partnership
may apply any amount payable to it under Option C, E,
or F if the option payments are based on the life or
lives of the Insured, the Insured's spouse, any child
of the Insured, or any other person agreed to by us.
EFFECTIVE DATE AND The effective date of an option is the date the amount
PAYMENT DATES is applied under that option. For a death benefit, this
is the date that due proof of the Insured's death is
received at our Principal Administrative Office. For
the cash surrender value, it is the effective date of
surrender.
The first payment is due on the effective date, except
the first payment under Option D is due one month
later. A later date for the first payment may be
requested in the payment option election. All payment
dates will fall on the same day of the month as the
first one. No payment will become due until a payment
date. No part payment will be made for any period
shorter than the time between payment dates.
EXAMPLE: Monthly payments of $100 are being made to
your son on the 1st of each month. He dies on
the 10th. No part payment is due your son or
his estate for the period between the 1st and
the 10th.
<PAGE>
WITHDRAWALS AND If provided in the payment option election, all
CHANGES or part of the unpaid balance under Options A or D
may be withdrawn or applied under any other option.
If the cash surrender value is applied under Option A
or D, we may delay payment of any withdrawal for up to
six months. Interest at the rate in effect for Option D
during this period will be paid on the amount
withdrawn.
INCOME PROTECTION To the extent permitted by law, each option payment and
any withdrawal shall be free from legal process and the
claim of any creditor of the person entitled to them.
No option payment and no amount held under an option
can be taken or assigned in advance of its payment
date, unless the Owner's written consent is given
before the Insured dies. This consent must be received
at our Principal Administrative Office.
Part 7. Notes On Our Computations
NET INVESTMENT FACTOR This Part covers some technical points about this
certificate with rider. The Net Investment Factor for
each division of the Separate Account is determined by
dividing A by B and subtracting C where:
. A equals:
. the net asset value per share of each Fund
held by a Division for the current Valuation
Period; plus
. any dividend per share declared
on behalf of such Fund that has an ex-
dividend date within the current Valuation
Period; less
. the cumulative charge or credit for taxes
reserved which is determined by us to have
resulted from the operation or maintenance of
the Division; and
. B equals the net asset value per share of the Fund
held by the Division for the immediately preceding
Valuation Period; and
. C equals the cumulative unpaid charge for the net
investment factor asset charge shown on the
Schedule Page of this certificate with rider.
ACCUMULATION UNIT The value of an accumulation unit in each division was
VALUE set at $1.00000000 on the first Valuation Date selected
by us. The value on any Valuation Date thereafter is
equal to the product of the Net Investment Factor for
that division for the Valuation Period which includes
that Date and the accumulation unit value on the
preceding Valuation Date.
The Accumulation Unit Value may increase or decrease
from Valuation Period to Valuation Period.
ADJUSTMENTS OF UNITS We have the right to split or consolidate the number of
AND VALUES accumulation units credited to the certificate with
rider, with a corresponding increase or decrease in the
unit values. We may exercise this right whenever we
consider an adjustment of units to be desirable.
However, strict equity will be preserved in making any
adjustment. No adjustment will have any material effect
on the benefits, provisions or investment return of the
certificate with rider, or on the Owner, Insured, any
Beneficiary, any assignee or other person, or on us.
BASIS OF COMPUTATION The Basis Of Computation is the mortality table and
interest rate we use to determine:
. The maximum monthly mortality charges;
-24-
<PAGE>
-25-
. The minimum annual interest earned on the fixed
account value of the certificate with rider; and
. The minimum payments under Payment Options C, E,
and F.
The Basis Of Computation for the cash surrender values,
for the maximum monthly mortality charges,and for the
minimum interest earned on the fixed account value of
this certificate with rider is shown on the Schedule
Page. The mortality table specified on the Schedule
Page applies to amounts in a standard underwriting
classification. We reserve the right to make
appropriate modifications to this table for any amount
which is not in a standard underwriting classification.
In computing the minimum payments under Payment Options
C, E, and F, we use mortality rates from the 1983 Table
"a" with Projection G for 30 years and with rates set
back five years. The interest used is at an annual rate
of 3%.
METHOD OF COMPUTING When required by the state where the Group Flexible
VALUES Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider was delivered, we filed a detailed
statement of the method we use to compute the Policy
Rider benefits and values. These benefits and values
are not less than those required by the laws of that
state.
<PAGE>
<TABLE>
<CAPTION>
WHERE TO FIND IT PAGE NO.
<S> <C>
PART 1. The Basics Of This Certificate With Rider............. 4
The Parties Involved......................................... 4
Insurer..................................................... 4
Policy With Riderholder..................................... 4
Employer.................................................... 4
Owner....................................................... 4
Insured..................................................... 4
Beneficiary................................................. 4
Irrevocable Beneficiary 4
Dates - Certificate Date, Certificate Anniversary Date,
Certificate Year, Rider Add-On Date, Issue Date,
Paid-Up Certificate Date, Monthly Calculation Date,
Valuation Date, Valuation Period, Valuation Time 4
Entire Contract............................................. 5
Continuation Of Insurance................................... 5
Certificate With Rider Is Not Participating................. 5
Representations And Contestability.......................... 6
Misstatement Of Age......................................... 6
Meaning Of In Force......................................... 6
Principal Administrative Office............................. 6
PART 2. Premium Payments..................................... 7
Minimum Initial Premium..................................... 7
Modal Term.................................................. 7
Modal Term Premium.......................................... 7
Premium Flexibility And Premium Notices..................... 7
Where To Pay Premiums....................................... 7
Right To Refund Premiums.................................... 7
PART 3. Accounts, Values, And Charges........................ 7
Net Premium................................................. 8
Allocation Of Net Premiums.................................. 8
The Separate Account........................................ 8
Changes In The Separate Account............................. 8
Accumulation Units.......................................... 9
Purchase And Sale Of Accumulation Units..................... 9
Account Value Of Certificate With Rider..................... 9
Variable Account Value Of Certificate With Rider............ 9
Fixed Account Value Of Certificate With Rider............... 10
The Guaranteed Principal Account............................ 10
Interest On Fixed Account Value............................. 10
Monthly Charges............................................. 10
Grace Period And Termination................................ 11
PART 4. Life Benefits........................................ 11
Certificate With Rider Ownership............................. 12
Rights Of Owner............................................. 12
Assigning This Certificate With Rider....................... 12
Changing The Owner Or Beneficiary........................... 12
Transfers Of Values......................................... 12
Surrendering This Certificate With Rider And
Making Withdrawals.......................................... 12
Right To Surrender.......................................... 12
Cash Surrender Value........................................ 13
Making Withdrawals.......................................... 13
How We Pay.................................................. 13
Borrowing On This Certificate With Rider..................... 14
Right To Make Loans......................................... 14
Effect Of Loan.............................................. 14
Maximum Loan Available...................................... 14
Interest.................................................... 15
Certificate With Rider Debt Limit........................... 15
Repayment Of Certificate With Rider Debt.................... 15
Other Borrowing Rules....................................... 15
Reinstating This Certificate With Rider...................... 15
When Reinstatement Can Be Made.............................. 15
Requirements To Reinstate................................... 15
Changes In the Selected Face Amount.......................... 16
Increases In The Selected Face Amount....................... 16
Limitations On Increases..................................... 16
Evidence Of Increases....................................... 16
Decreases In The Selected Face Amount........................ 16
Right To Amend.............................................. 16
Amending This Certificate With Rider......................... 16
Reports To Owner............................................ 17
Annual Report............................................... 17
Illustrative Report......................................... 17
PART 5. The Death Benefit.................................... 17
Amount Of Death Benefit..................................... 17
Death Benefit Options....................................... 17
Minimum Face Amount......................................... 18
Changes In The Death Benefit Option......................... 18
When We Pay................................................. 18
Interest On Death Benefit................................... 18
Suicide Exclusion........................................... 18
PART 6. Payment Options...................................... 19
Availability Of Options..................................... 19
Minimum Amounts............................................. 19
Description Of Options...................................... 19
Electing A Payment Option................................... 23
Effective Date And Payment Dates............................ 23
Withdrawals And Changes..................................... 24
Income Protection........................................... 24
PART 7. Notes On Our Computations............................ 24
Net Investment Factor....................................... 24
Accumulation Unit Value..................................... 24
Adjustments Of Units And Values............................. 24
Basis Of Computation........................................ 24
Method Of Computing Values.................................. 25
</TABLE>
Any Riders and Endorsements For This Certificate With Rider Follow Page 25.
<PAGE>
[LETTERHEAD OF MML BAY STATE LIFE INSURANCE COMPANY]
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
<PAGE>
EXHIBIT 1(8)(A)
Form of Participation Agreement with Oppenheimer Variable Account Funds.
SECOND AMENDED AND RESTATED
---------------------------
PARTICIPATION AGREEMENT
-----------------------
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
-----------------------------------
OPPENHEIMER MANAGEMENT CORPORATION,
----------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), made and
entered into as of the 1st day of July, 1995 by and among Massachusetts Mutual
Life Insurance Company and MML Bay State Life Insurance Company (hereinafter
collectively the "Companies"), on their own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual
Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity
Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3,
MML Bay State Variable Annuity Separate Account I and MML Bay State Variable
Life Separate Account 1 (hereinafter collectively the "Accounts"), Oppenheimer
Variable Account Funds (hereinafter the "Fund") and Oppenheimer Management
Corporation (hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment company
and is available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each designated a "Portfolio", and each representing
the interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and its shares are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser
under the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing
segregated asset accounts, established by resolution of the Board of Directors
of the Companies, to set aside and invest assets attributable to
<PAGE>
the aforesaid variable contracts (the Contract(s) and the Account(s) covered by
the Agreement are specified in Schedule B attached hereto, as may be modified
from time to time);
WHEREAS, the Companies have registered or will register the
Accounts as unit investment trusts under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached hereto
as may be modified from time to time), on behalf of the Accounts (which are also
described on Schedule A, as may be modified from time to time) to fund the
Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value; and
WHEREAS, the Companies, the Fund and the Adviser are parties to
an agreement (the "Prior Agreement") dated December 15, 1993, amended on
September 15, 1994, pursuant to which shares of certain Portfolios of the Fund
are made available as the underlying investment for one of the Accounts, and the
parties wish to have this Agreement replace the Prior Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the
Fund, the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold
only to Variable Insurance Products.
1.2. The Companies shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be
furnished, to the Fund or its designee, each piece of sales literature or other
promotional material in which the Fund or the Adviser is named, at least ten
Business Days prior to its use. No such material shall be used if the Fund or
its designee reasonably object to such use within ten Business Days after
receipt of such material. "Business Day" shall mean any day in which the New
York Stock Exchange is open for trading and in which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make
any representations or statements on behalf of the Fund or concerning the Fund
in connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales
literature or other promotional material" means advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other periodical,
radio, television, telephone or tape recording, videotape display, signs or
billboard), and sales literature (such as brochures, circulars, market letters
and form letters), distributed or made generally available to customers or the
public.
2.4. The Fund shall provide one or more diskettes containing
its current prospectus in WordPerfect and EDGAR format, within a reasonable
period of its filing date, and provide other assistance as is
<PAGE>
reasonably necessary in order for the Companies once each year (or more
frequently if the prospectus for the Fund is supplemented or amended) to have
the prospectus for the Contracts and the Fund's prospectus printed together in
one document (such printing to be at the Companies' expense). The Adviser shall
be permitted to review and approve the typeset form of the Fund's Prospectus
prior to such printing.
2.5. The Fund or the Adviser shall provide the Companies with
either: (i) a diskette or modem transmission (or other automated transmission)
containing the Fund's proxy material, reports to shareholders, other information
relating to the Fund necessary to prepare financial reports, and other
communications to shareholders for printing and distribution to Contract owners
at the Companies' expense, or (ii) camera ready and/or printed copies, if
appropriate, of such material for distribution to Contract owners at the
Companies' expense, within a reasonable period of the filing date for definitive
copies of such material. The Adviser shall be permitted to review and approve
the typeset form of such proxy material and shareholder reports prior to such
printing provided such materials have been provided within a reasonable period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other compensation
to the Companies under this agreement, and the Companies shall pay no fee or
other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the extent advisable by
the Fund, in accordance with applicable state laws prior to their sale. The
Fund shall bear the expenses for the cost of registration and qualification of
the Fund's shares, preparation and filing of the Fund's prospectus and
registration statement, proxy materials and reports, and the preparation of all
statements and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing, the
Companies shall bear the expenses of typesetting, printing and distributing the
Fund's prospectus, proxy materials and reports to owners of Contracts issued by
the Companies. OMC agrees to use reasonable efforts to restrict the number of
shareholder meetings of the Fund that require the Company to bear the expenses
of typesetting, printing and distributing the Fund's proxy material to one per
fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional
Portfolios and the Companies desire to make such Portfolios available to their
respective Contract owners as an underlying investment medium, a new Schedule A
or an amendment to this Agreement shall be executed by the parties authorizing
the issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Trustees of the Fund (the "Board") will
monitor the Fund for the existence of any material irreconcilable conflict
between the interests of the Contract owners of all separate accounts investing
in the Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
<PAGE>
4.2. The Companies will each report any potential or existing
conflicts of which it is aware to the Board. The Companies will assist the Board
in carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an
obligation by the Companies to inform the Board whenever Contract owner voting
instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists, the Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested trustees), take
whatever steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to an including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation
should be implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e., annuity
-----
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected Contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement,
a majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. In such case a Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the irreconcilable material conflict. In the event that the Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then such Company will withdraw the particular Account's investment in
the Fund and terminate this Agreement within six (6) months after the Board
informs the Company in writing of the foregoing determination, provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
<PAGE>
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE VI. Termination
-----------
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
(a) at the option of any party upon six month's advance
written notice to the other parties;
(b) at the option of either Company to the extent that
shares of Portfolios are not reasonably available to meet the requirements of
its Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
If to the Fund:
Oppenheimer Variable Account Funds
c/o Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
<PAGE>
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
8.3. This Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute one and the
same instrument.
8.4. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify
each other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is not
an exclusive arrangement in any respect.
8.8. The Companies and the Adviser each understand and agree
that the obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Companies and the Adviser each represent that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
8.9. The parties agree that the Companies may, on behalf of
their respective Accounts and Contracts listed in Exhibits A and B, elect to
make additional Portfolios available to Accounts upon the approval of the
Adviser and the provision of reasonable notice to the Adviser. Any Portfolio so
added will be subject to all of the terms and conditions of this Agreement.
8.10. The prior Agreement is superseded in its entirety by this
Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: __________________________________
Edwin P. McCausland
<PAGE>
Title: Vice President & Managing Director
----------------------------------
Date: ______________________________
MML BAY STATE LIFE INSURANCE COMPANY
By its authorized officer,
By: ________________________________
Isadore Jermyn
Title: President & Chief Executive Officer
-----------------------------------
Date: ______________________________________
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By: __________________________________
Robert G. Zack
Title: Assistant Secretary
-------------------
Date: ________________________________
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By: __________________________________
Mitchell J. Lindauer
Title: Vice President
--------------
Date: ________________________________
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds available for
- -- MassMutual Strategic Life VI:
Oppenheimer High Income Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
- -- MassMutual Variable Life Select:
- -- MML Bay State Variable Life Select:
Oppenheimer Capital Appreciation Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth Fund
Oppenheimer Global Securities Fund
- -- MassMutual Flex-Annuity V (now known as "Flex Extra"):
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
- -- MassMutual/OPM Variable Annuity, MML Bay State/OPM Variable Annuity and
MassMutual Strategic Life IX:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth & Income Fund
<PAGE>
SCHEDULE B
Massachusetts Mutual Variable Life Separate Account I (Strategic Life VI,
Strategic Life IX and Variable Life Select Contracts)
MML Bay State Variable Life Separate Account I (Variable Life Select Contract)
MML Bay State Variable Annuity Separate Account 1 (for OppenheimerFunds
LifeTrust Variable Annuity)
Massachusetts Mutual Variable Annuity Separate Account 1 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 2 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 3 (for OppenheimerFunds
LifeTrust Variable Annuity)
<PAGE>
EXHIBIT 1(8)(B)
Form of Participation Agreement with Panorama Series Fund, Inc.
PARTICIPATION AGREEMENT
-----------------------
Among
PANORAMA SERIES FUND, INC.,
---------------------------
OPPENHEIMERFUNDS, INC.
----------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AGREEMENT (the "Agreement"), made and entered into as of the 1st
day of March, 1996 by and among Massachusetts Mutual Life Insurance Company and
MML Bay State Life Insurance Company (hereinafter collectively the
"Companies"), on their own behalf and on behalf of their respective separate
accounts listed on Schedule B hereto (hereinafter collectively the "Accounts"),
Panorama Series Fund, Inc. (hereinafter the "Fund") and OppenheimerFunds, Inc.
(hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment company and is
available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio", and each representing the
interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated August 31, 1994 (File No. 812-8936) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser under
the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Companies, to set aside and invest assets attributable to the aforesaid variable
contracts (the Contract(s) and the Account(s) covered by the Agreement are
specified in Schedule B attached hereto, as may be modified from time to time);
WHEREAS, the Companies have registered or will register the Accounts
as unit investment trusts under the 1940 Act; and
<PAGE>
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached
hereto as may be modified from time to time), on behalf of the Accounts (which
are also described on Schedule A, as may be modified from time to time) to fund
the Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Fund,
the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold only to
Variable Insurance Products.
1.2. The Companies shall not permit any person other than a Contract
Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be furnished, to
the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business Days
prior to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within ten Business Days after receipt of such
material. "Business Day" shall mean any day in which the New York Stock
Exchange is open for trading and in which the Fund calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales literature
or other promotional material" means advertisements (such as material published,
or designed for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboard),
and sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.
2.4. The Fund shall provide one or more diskettes containing its
current prospectus in WordPerfect and EDGAR format, within a reasonable period
of its filing date, and provide other assistance as is reasonably necessary in
order for the Companies once each year (or more frequently if the prospectus for
the Fund is supplemented or amended) to have the prospectus for the Contracts
and the Fund's prospectus printed together in one document (such printing to be
at the Companies' expense). The Adviser shall be permitted to review and
approve the typeset form of the Fund's Prospectus prior to such printing.
2.5. The Fund or the Adviser shall provide the Companies with
either: (i) a diskette or modem transmission (or other automated transmission)
containing the Fund's proxy material, reports to shareholders, other information
relating to the Fund necessary to prepare financial reports, and other
communications to shareholders for printing and distribution to Contract owners
at the Companies' expense, or (ii) camera ready and/or printed copies, if
appropriate, of such material for distribution to Contract owners at the
Companies' expense, within a reasonable period of the filing date for definitive
copies of such material. The
<PAGE>
Adviser shall be permitted to review and approve the typeset form of such proxy
material and shareholder reports prior to such printing provided such materials
have been provided within a reasonable period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other compensation
to the Companies under this agreement, and the Companies shall pay no fee or
other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the extent advisable by
the Fund, in accordance with applicable state laws prior to their sale. The
Fund shall bear the expenses for the cost of registration and qualification of
the Fund's shares, preparation and filing of the Fund's prospectus and
registration statement, proxy materials and reports, and the preparation of all
statements and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing, the
Companies shall bear the expenses of typesetting, printing and distributing the
Fund's prospectus, proxy materials and reports to owners of Contracts issued by
the Companies. The Adviser agrees to use reasonable efforts to restrict the
number of shareholder meetings of the Fund that require the Company to bear the
expenses of typesetting, printing and distributing the Fund's proxy material to
one per fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional Portfolios
and the Companies desire to make such Portfolios available to their respective
Contract owners as an underlying investment medium, a new Schedule A or an
amendment to this Agreement shall be executed by the parties authorizing the
issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Directors of the Fund (the "Board") will
monitor the Fund for the existence of any material irreconcilable conflict
between the interests of the Contract owners of all separate accounts investing
in the Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
4.2. The Companies will each report any potential or existing
conflicts of which it is aware to the Board. The Companies will assist the
Board in carrying out its responsibilities in monitoring such conflicts by
providing the Board in a timely manner with all information reasonably necessary
for the Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Companies to inform the Board whenever Contract owner
voting instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a
majority of its disinterested Directors, that a material irreconcilable conflict
exists, the Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested Directors), take
whatever steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to an including: (1) withdrawing the assets allocable to
<PAGE>
some or all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium, including (but not
limited to) another Portfolio of the Fund, or submitting the question whether
such segregation should be implemented to a vote of all affected Contract owners
and, as appropriate, segregating the assets of any appropriate group (i.e.,
----
annuity contract owners, life insurance contract owners, or variable contract
owners of one or more Participating Insurance Companies) that votes in favor of
such segregation, or offering to the affected Contract owners the option of
making such a change; and (2) establishing a new registered management
investment company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement,
a majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. In such case a Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the irreconcilable material conflict. In the event that the Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then such Company will withdraw the particular Account's investment in
the Fund and terminate this Agreement within six (6) months after the Board
informs the Company in writing of the foregoing determination, provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE VI. Termination
-----------
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
<PAGE>
(a) at the option of any party upon six month's advance
written notice to the other parties;
(b) at the option of either Company to the extent that
shares of Portfolios are not reasonably available to meet the requirements of
its Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
If to the Fund:
Panorama Series Fund, Inc.
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
<PAGE>
8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
8.8. The parties agree that the Companies may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser and
the provision of reasonable notice to the Adviser. Any Portfolio so added will
be subject to all of the terms and conditions of this Agreement.
8.9. Any prior participation agreement to which the Fund is a party is
superseded in its entirety by this Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed as of the date specified below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
MML BAY STATE LIFE COMPANY
By its authorized officer,
By: __________________________________
Title:_________________________________
Date: ________________________________
<PAGE>
PANORAMA SERIES FUND, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
<PAGE>
SCHEDULE A
The following portfolios of Panorama Series Fund, Inc. are available for these
variable contract products:
MassMutual Strategic Life 9 Contract:
Panorama LifeSpan Capital Appreciation Portfolio
Panorama LifeSpan Balanced Portfolio
Panorama LifeSpan Diversified Income Portfolio
MassMutual & MML Bay State GVUL Contracts:
Panorama Growth Portfolio
Panorama International Equity Portfolio
Panorama Total Return Portfolio
Panorama Capital Appreciation Portfolio
Panorama Balanced Portfolio
Panorama Diversified Income Portfolio
MassMutual Panorama Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
MassMutual Account A Contract:
Panorama Growth Portfolio
MassMutual Account B Contract:
Panorama Growth Portfolio
MassMutual BCVUL Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
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SCHEDULE B
Portfolios of Panorama Series Fund, Inc. are available for the following
separate accounts:
Massachusetts Mutual Variable Life Separate Account I
Strategic Life 9
GVUL
MML Bay State Variable Life Separate Account I
GVUL
Connecticut Mutual Variable Life Separate Account I
BCVUL
Panorama Separate Account
Panorama
CML Variable Annuity Account A
Account A
CML Variable Annuity Account B
Account B
