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Registration No. 33-31348
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7 TO FORM S-6
FOR REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
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<S> <C> <C>
A. Exact name of Trust: Massachusetts Mutual Variable Life
Separate Account II
B. Name of Depositor: Massachusetts Mutual Life
Insurance Company
C. Complete address of 1295 State Street
depositor's principal Springfield, MA 01111
executive offices:
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It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b) of Rule 485.
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on (date) pursuant to paragraph (b) of Rule 485.
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60 days after filing pursuant to paragraph (a) of Rule 485.
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on (date) pursuant to paragraph (a) of Rule 485.
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STATEMENT PURSUANT TO RULE 24f-2
The Registrant has registered an indefinite number or amount of its variable
life contracts under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's Fiscal
Year ended December 31, 1996 was filed on or about February 28, 1997.
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The sole purpose of this amendment is to include the representation required by
Section 26(e)(2)(A) of the Investment Company Act. Except for that requirement,
the Registrant, in reliance on the no-action letter issued by the Division of
Investment Management to Great-West Life and Annuity Insurance Co. (pub. Avail.
Oct. 23, 1990), would not be filing this amendment. Except for the cover page,
this page and the signature pages, the remainder of this post-effective
amendment is incorporated by reference from the Registrant's previously filed
registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
REPRESENTATION UNDER SECTION 26(e)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that fees and
charges deducted under the limited payment variable whole life insurance
policies described in this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.
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CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 7
This Post-Effective Amendment is comprised of the following documents:
The Facing Sheet.
Representation under Section 26(e)(2)(A) of the Investment Company Act of
1940.
The Signatures.
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REPRESENTATION BY REGISTRANT'S COUNSEL
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As Counsel to the Registrant, I, James M. Rodolakis, have reviewed this Post-
Effective Amendment No. 7 to Registration Statement Number 33-31348 and
represent, pursuant to the requirement of paragraph (e) of Rule 485 under the
Securities Act of 1933, that this Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of said
Rule 485.
/s/ James M. Rodolakis
-----------------------
James M. Rodolakis
Counsel
Massachusetts Mutual Life Insurance Company
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account II, certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment No. 7
pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this
Post-Effective Amendment No. 7 to Registration Statement No. 33-31348 to be
signed on its behalf by the undersigned thereunto duly authorized, all in the
city of Springfield and the Commonwealth of Massachusetts, on the 21st day of
May, 1997.
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT II
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Thomas B. Wheeler*
----------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On May 21, 1997, as Attorney-in-Fact pursuant to
- -------------------- powers of attorney filed herewith.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective Amendment No. 7
to Registration Statement No. 33-31348 has been signed by the following persons
in the capacities and on the duties indicated.
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Signature Title Date
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/s/ Thomas B. Wheeler* Chief Executive Officer and May 21, 1997
- ----------------------------- Chairman of the Board
Thomas B. Wheeler
/s/ John J. Pajak* President and Chief May 21, 1997
- ----------------------------- Operating Officer
John J. Pajak
/s/ Daniel J. Fitzgerald* Chief Financial Officer & May 21, 1997
- ----------------------------- Chief Accounting Officer
Daniel J. Fitzgerald
/s/ Roger G. Ackerman* Director May 21, 1997
- -----------------------------
Roger G. Ackerman
/s/ James R. Birle* Director May 21, 1997
- -----------------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director May 21, 1997
- -----------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director May 21, 1997
- -----------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director May 21, 1997
- -----------------------------
Patricia Diaz Dennis
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<S> <C> <C>
/s/ Anthony Downs* Director May 21, 1997
- -----------------------------
Anthony Downs
/s/ James L. Dunlap* Director May 21, 1997
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James L. Dunlap
/s/ William B. Ellis* Director May 21, 1997
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William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director May 21, 1997
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Robert M. Furek
/s/ Charles K. Gifford* Director May 21, 1997
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Charles K. Gifford
/s/ William N. Griggs* Director May 21, 1997
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William N. Griggs
/s/ George B. Harvey* Director May 21, 1997
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George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director May 21, 1997
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Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director May 21, 1997
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Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director May 21, 1997
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William B. Marx, Jr.
/s/ John F. Maypole* Director May 21, 1997
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John F. Maypole
/s/ Donald F. McCullough* Director May 21, 1997
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Donald F. McCullough
/s/ Alfred M. Zeien* Director May 21, 1997
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Alfred M. Zeien
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/s/ Richard M. Howe On May 21, 1997, as Attorney-in-Fact pursuant
- ----------------------------- to powers of attorney filed herewith.
*Richard M. Howe
