<PAGE>
Registration No. 33-32361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 8
to
Form S-6
FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
A. Exact name of Trust: Massachusetts Mutual Variable Life
Separate Account I
B. Name of Depositor: Massachusetts Mutual Life Insurance
Company
C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
- ---------- of Rule 485.
X on May 1, 1996 pursuant to paragraph (b) of
- ---------- Rule 485.
60 days after filing pursuant to paragraph (a) of
- ---------- Rule 485.
on (date) pursuant to paragraph (a) of Rule 485.
- ----------
- --------------------------------------------------------------------------------
STATEMENT PURSUANT TO RULE 24F-2
The Registrant has registered an indefinite number or amount of its variable
life insurance 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 ending December 31, 1995 was filed on or about February
22, 1996.
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
1 Cover Page; Basic Questions and Answers About Us and
Our Policy
2 Cover Page; The Separate Account
3 Not Applicable
4 Sales and Other Agreements
5 The Separate Account
6 The Separate Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 General Provisions of the Policy; Death Benefits Under
the Policies; Free Look Provision; Account Value and
Cash Surrender Value; Policy Loan Privilege; The
Separate Account; The Guaranteed Principal Account;
Charges Under the Policy; Sales and Other Agreements;
When We Pay Proceeds; Payment Options; Our Rights; Your
Voting Rights; Basic Questions and Answers About Us and
Our Policy
11 The Separate Account
12 The Separate Account; Sales and Other Agreements
13 The Separate Account; Charges Under the Policy
14 Basic Questions and Answers About Us and Our Policy;
The Separate Account; Sales and Other Agreements
15 Basic Questions and Answers About Us and Our Policy;
General Provisions of the Policy
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
16 The Separate Account; Investment Return
17 Cash Surrender Value; Withdrawal
18 The Separate Account
19 Service Agreement; Records and Reports
20 Not Applicable
21 Policy Loan Privilege
22 Not Applicable
23 Bonding Arrangement
24 Limits on Our Right to Challenge the Policy; Suicide;
Misstatement of Age or Sex; Assignment; Beneficiary;
Our Rights; The Separate Account
25 Basic Questions and Answers About Us and Our Policy
26 Not Applicable
27 Basic Questions and Answers About Us and Our Policy
28 Directors and Executive Officers of MassMutual
29 Basic Questions and Answers About Us and Our Policy
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
34 Not Applicable
35 Basic Questions and Answers About Us and Our Policy
36 Not Applicable
37 Not Applicable
38 Sales and Other Agreements
39 Sales and Other Agreements
40 Sales and Other Agreements
41 Sales and Other Agreements
42 Not Applicable
43 Sales and Other Agreements
44 The Separate Account; Investment return; Charges for
Federal Income Tax; General Provisions of the Policy
45 Not Applicable
46 The Separate Account; Investment Return
47 The Separate Account
48 The Separate Account; Investment Return
49 Not Applicable
50 The Separate Account
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
51 Cover Page; Basic Questions and Answers About Us and
Our Policy
52 The Separate Account; Our Rights
53 Federal Income Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Flexible Premium Variable Whole Life Insurance
This Prospectus describes a flexible premium variable whole life insurance
policy being offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Policy provides lifetime insurance protection and has
flexibility with respect to premium payments, the amount of which payments is
based upon the table of Selected Face Amounts chosen in the application.
Policyowners have several investment alternatives. An individual Policyholder
may allocate the premium for his or her Policy among a Guaranteed Principal
Account ("GPA") and one or more of eight Separate Account divisions of a
designated segment of MassMutual Variable Life Separate Account I (the "Separate
Account") after certain deductions have been made. The Separate Account
divisions consist of four divisions which invest in the MML Series Investment
Fund (the "MML Divisions"), three divisions which invest in three funds of the
Oppenheimer Variable Account Funds (the "Oppenheimer Divisions"), and one
division (subject to state availability) which invests in the Dreyfus Stock
Index Fund (the "Index Division").
The Death Benefit may, and Cash Surrender Value of a Policy most likely will,
vary up or down depending on the investment performance of the Separate Account
divisions. While there is no guaranteed minimum Cash Surrender Value for a
Policy invested in the Separate Account, a Policy's Death Benefit will never be
less than its Selected Face Amount. This amount can increase, decrease or remain
level each year based upon the Selected Face Amount and Death Benefit Option
chosen by the Policyowner, subject to certain rules established by MassMutual.
Furthermore, the Policy will not lapse provided there are sufficient funds
available to pay certain monthly charges.
The existing divisions of the Separate Account have distinct investment
portfolios. The Equity Division of the Separate Account invests in shares of MML
Equity Fund, which invests primarily in common stocks and other equity
securities. The Money Market Division invests in shares of MML Money Market
Fund, which invests primarily in short-term debt instruments. The Managed Bond
Division invests in shares of MML Managed Bond Fund, which invests primarily in
publicly issued, readily marketable, fixed-income securities. The Blend Division
invests in shares of MML Blend Fund, which invests in a portfolio that may
include common stocks and other equity-type securities, bonds and other debt
securities with maturities generally exceeding one year, and money market
instruments and other debt securities with maturities generally not exceeding
one year. The High Income Division invests in shares of the Oppenheimer High
Income Fund which invests primarily in high yield fixed-income securities.
Similarly, the Capital Appreciation Division invests in shares of the
Oppenheimer Capital Appreciation Fund which invests primarily in securities of
growth-type companies. The Global Securities Division invests in shares of the
Oppenheimer Global Securities Fund which invests primarily in securities of
foreign issuers, growth type companies, cyclical industries and other securities
which are believed will appreciate in value. The Index Division invests in
shares of the Dreyfus Stock Index Fund which seeks to provide 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 (the "S&P 500 Index"). (Collectively, these eight Funds are
referred to as the "Funds.")
All Policies are serviced through the Home Office. MassMutual's Home Office is
located in Springfield, Massachusetts. The mailing address is Massachusetts
Mutual Life Insurance Company, Springfield, Massachusetts 01111. The telephone
number is (413) 788-8411.
May 1, 1996
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUS OF MML SERIES
INVESTMENT FUND, THE PROSPECTUS OF OPPENHEIMER VARIABLE ACCOUNT FUNDS, AND THE
PROSPECTUS OF DREYFUS STOCK INDEX FUND.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO
OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.
REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.
This Prospectus does not constitute an offer of, or solicitation of an offer to
acquire, any interest or participation in the flexible premium variable whole
life insurance policies offered by this Prospectus in any jurisdiction to anyone
to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
<PAGE>
<TABLE>
<CAPTION>
Table Of Contents
Page
----
<S> <C>
Definitions Of Terms.......................................................................... 4
Basic Questions And Answers About Us And Our Policy........................................... 5
What is MassMutual?....................................................................... 5
What variable life insurance policy are we offering?...................................... 5
Availability.............................................................................. 5
Underwriting.............................................................................. 5
What is the Account Value of the Policy?.................................................. 5
What are the divisions of the Separate Account?........................................... 5
What is the Guaranteed Principal Account?................................................. 6
Is the level of the Death Benefit guaranteed?............................................. 6
Is the Death Benefit subject to income taxes?............................................. 6
Does the Policy have a Cash Surrender Value?.............................................. 6
What is a modified endowment contract?.................................................... 6
Can this Policy become a modified endowment contract?..................................... 6
What about Premiums?...................................................................... 6
When are Premiums put into the Guaranteed Principal Account or the Separate Account?...... 6
How can the Net Premium and the Account Value of the Policy be allocated among the
Guaranteed Principal Account and the Separate Account divisions?......................... 7
How long will the Policy remain in force?................................................. 7
Are there charges against the Policy?..................................................... 7
What is the loan privilege and how does a loan affect the Policy's Death Benefit and Cash
Surrender Value?......................................................................... 7
Are there dividends?...................................................................... 7
Do I have a right to cancel?.............................................................. 7
Charges Under The Policy...................................................................... 7
Deductions from Premiums.................................................................. 7
Sales Load.............................................................................. 7
State Premium Tax Charge................................................................ 8
Account Value Charges..................................................................... 8
Monthly Administrative Charge........................................................... 8
Charge for Cost of Insurance Protection................................................. 9
Face Amount Charge...................................................................... 9
Separate Account Charges.................................................................. 9
Charges for Mortality and Expense Risks................................................. 9
Charges for Federal Income Taxes........................................................ 9
The Separate Account.......................................................................... 9
Investment of the Separate Account........................................................ 9
Rates of Return........................................................................... 11
General Provisions Of The Policy.............................................................. 12
Premiums.................................................................................. 12
Planned Premiums.......................................................................... 12
The Minimum Initial Premium............................................................... 13
Minimum and Maximum Premium Payments...................................................... 13
Termination............................................................................... 13
Grace Period.............................................................................. 13
Death Benefit Under The Policy................................................................ 13
Account Value And Cash Surrender Value........................................................ 14
Account Value............................................................................. 14
Investment Return......................................................................... 14
Cash Surrender Value...................................................................... 14
Withdrawals............................................................................... 14
Policy Loan Privilege......................................................................... 15
Source of Loan............................................................................ 15
If Loans Exceed the Policy Account Value.................................................. 15
Interest.................................................................................. 15
Repayment................................................................................. 15
Interest on Loaned Value.................................................................. 15
Effect of Loan............................................................................ 15
Free Look Provision........................................................................... 15
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Exchange Privilege............................................................................ 15
Your Voting Rights............................................................................ 15
Our Rights.................................................................................... 16
Directors And Executive Vice Presidents Of MassMutual......................................... 16
The Guaranteed Principal Account.............................................................. 21
Federal Income Tax Considerations............................................................. 22
MassMutual - Tax Status................................................................... 22
Policy Proceeds, Premiums and Loans....................................................... 22
Modified Endowment Contracts.............................................................. 23
Diversification Standards................................................................. 23
Additional Provisions Of The Policy........................................................... 24
Reinstatement Option...................................................................... 24
Payment Options........................................................................... 24
Fixed Amount Payment Option............................................................... 24
Fixed Time Payment Option................................................................. 24
Interest Payment Option................................................................... 24
Lifetime Payment Option................................................................... 24
Joint Lifetime Payment Option............................................................. 24
Joint Lifetime Payment Option with Reduced Payments....................................... 24
Withdrawal Rights under Payment Options................................................... 24
Beneficiary............................................................................... 24
Changing the Owner or Beneficiary......................................................... 25
Right to Substitute Insured............................................................... 25
Assignment................................................................................ 25
Dividends................................................................................. 25
Limits on Our Right to Challenge the Policy............................................... 25
Misstatement of Age or Sex................................................................ 25
Suicide................................................................................... 25
When We Pay Proceeds...................................................................... 25
Records And Reports........................................................................... 26
Sales And Other Agreements.................................................................... 26
Commissions Schedule...................................................................... 26
Bonding Arrangement....................................................................... 26
Legal Proceedings............................................................................. 26
Experts....................................................................................... 26
Financial Statements.......................................................................... 26
Appendix A.................................................................................... 52
Appendix B.................................................................................... 59
</TABLE>
3
<PAGE>
Definition Of Terms
Account Value: The sum of the Variable Account Value and the Fixed Account Value
of the Policy.
Beneficiary: The person or persons specified by the Policyowner to receive
insurance proceeds after the Insured dies.
Case: A group of Policies sold to individuals with a common employment or other
non-insurance motivated relationship. All Policies in a Case are aggregated for
purposes of determining the Policy Date or Issue Date, underwriting requirements
and sales load percentages.
Cash Surrender Value: The amount payable to a Policyowner upon surrender of the
Policy. It is equal to the Account Value less any Policy Debt.
Death Benefit: The amount payable to the named Beneficiary when the Insured
dies. A choice of Death Benefits is available under the Policy (referred to as
"Option 1" and "Option 2"). The Death Benefit equals the greater of the Selected
Face Amount (plus the Account Value, under Option 2), or the Minimum Face Amount
in effect on the date of death, less Policy Debt, plus unearned or minus unpaid
monthly deductions.
Fixed Account Values: Account Values which are allocated to the GPA.
Free Look Period: The period during which a Policyowner may return the Policy.
It must be within 10 days of receipt of the Policy, or within 10 days after the
Policyowner receives the notice of a right to withdraw, or within 45 days after
the date of Part I of the application, whichever is latest (unless a different
period is mandated under applicable state law). Until the expiration of the Free
Look Period, amounts will be held in the MML Money Market Division of the
Separate Account.
Home Office: The Home Office of MassMutual is located in Springfield,
Massachusetts.
Initial Case Premium Paid: The total dollar amount paid for all Policies in a
Case before the Case is installed on the administrative system.
Insured: Person whose life this Policy insures.
Insured: Person whose life this Policy insures.
Issue Date: The date shown on the Schedule Page. It is the start date of the
suicide and contestability periods. It is also the date from which the Policy is
in force if the first premium has been paid.
Minimum Face Amount: An amount equal to Account Value times the Minimum Face
Amount percentage. This percentage depends upon the Insured's age, sex and
smoking classification.
Monthly Calculation Date: The date on which the monthly deductions under the
Policy are 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.
Net Premium: Premium paid less sales expense and premium tax charges.
Policy: The flexible premium variable whole life insurance policy with table of
Selected Face Amounts offered by MassMutual that is described in this
Prospectus.
Policy Anniversary: The anniversary of the Policy Date.
Policy Date: The date shown in the Policy which is the starting point for
determining Policy Anniversary Dates, Policy Years and Monthly Calculation
Dates.
Policy Debt: The amount of obligation from a Policyowner to MassMutual from
outstanding loans to the Policyowner under the Policy. This amount includes any
loan interest accrued to date.
Policy Year: The twelve month period commencing with the Policy Date, and each
twelve month period thereafter.
Policyowner: The firm, trust, entity or individual who owns the Policy.
Premiums: The total dollar amount paid for the Policy.
Premium Tax: The amount of premium tax, if any, charged by a state or other
governmental authority.
Register Date: The date the Company allocates the initial premium less certain
deductions to the Separate Account. It is the Valuation Date which is on, or
next follows the later of the date on which we receive a completed Part I of the
application for this Policy at our Home Office or the date we receive the first
premium payment for the Policy at our Home Office.
Selected Face Amount: The amount of insurance coverage chosen by the
Policyowner.
Separate Account: The segregated asset account called "Massachusetts Mutual
Variable Life Separate Account I" established by MassMutual under the laws of
Massachusetts and registered as a unit investment trust under the Investment
Company Act of 1940, as amended. The Separate Account will be used to receive
and invest premiums for this Policy and for other variable life insurance
policies issued by MassMutual, and for each such policy there will be a
designated segment of the Separate Account.
Surrender: A surrender by the Policyowner of all rights under the Policy in
exchange for the entire Cash Surrender Value under the Policy.
Valuation Date: Any day on which the New York Stock Exchange is open for
trading.
Valuation Period: The period, consisting of one or more days, from one Valuation
Time to the next succeeding Valuation Time.
Valuation Time: The time the New York Stock Exchange (or its successor) closes
on a Valuation Date (currently 4:00 p.m. New York time). All actions which are
to be performed on a Valuation Date will be performed as of the Valuation Time.
Variable Account Values: Account Values which are allocated to any of the
divisions of the Separate Account.
Withdrawal: A withdrawal of Account Value by the Policyowner.
4
<PAGE>
Basic Questions And Answers
About Us And Our Policy
What is MassMutual? MassMutual was organized under the laws of Massachusetts in
1851. We are currently licensed to transact life (including variable life),
accident, and health insurance business in all states. MassMutual is a
Massachusetts life insurance company that has its home office in Springfield,
Massachusetts.
On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. The merger does not affect any provisions of,
or rights or obligations under, policies or contracts previously issued by
MassMutual. As a result of the merger, MassMutual has estimated statutory assets
in excess of $50 billion, and estimated total assets under management in excess
of $103 billion.
What variable life insurance policy are we offering? In this Prospectus we are
offering a Flexible Premium Variable Whole Life Insurance Policy With Table Of
Selected Face Amounts (the "Policy"). We issue this Policy to provide for a
Death Benefit, Cash Surrender Value, loan privileges and flexible premiums. It
is called "flexible" because the Policyowner may select the timing and amount of
premium payments. It is called "variable" because, unlike the fixed benefits of
a traditional whole life policy, the Death Benefits may, and Cash Surrender
Values most likely will, vary to the extent that the Account Value under the
Policy is allocated to the division(s) of the Separate Account. Certain
provisions of the Policy as described herein may be somewhat different in any
particular state because of specific state requirements.
The Policy is a legal contract between the Policyowner and MassMutual. The
entire contract consists of the application to the Policy (the "Application")
and the Policy and any amendments or riders added thereto.
Availability. The Policy is available only to Cases which purchased it prior to
the date it was replaced by Strategic Variable Life. "Case" means that the
Insureds share a common employment or other institutional relationship and that
all Policies in the Case are aggregated for purposes of determining Issue Dates,
Policy Dates, underwriting requirements and sales load percentages. If the
individual Insureds are the owners, they may exercise all rights and privileges
under the Policy through their Employer or other sponsoring entity acting as
Case administrator. After termination of the employment or other relationship,
an individual who owns the Policy may exercise such rights and privileges
directly with MassMutual.
The minimum Selected Face Amount is $25,000 per life for ages 20-85. The minimum
initial Case premium is $250,000 of first year annualized premium. The Insured
may not be younger than age 20 nor older than age 85 as of the Policy Date for
Policies issued on a regular underwriting basis. For Policies underwritten on a
guaranteed issue underwriting basis or on a simplified issue underwriting basis,
the Insured may not be younger than age 20 nor older than age 65 as of the
Policy Date. Before issuing any Policy we will require satisfactory evidence of
insurability, except under a guaranteed issue underwriting approach if the
Insured is under age 65 as of the Policy Date.
Underwriting. The Policies within a Case are underwritten on the same basis,
i.e. a regular underwriting, simplified issue underwriting, or guaranteed issue
underwriting approach is used for all Policies in a Case. Availability of a
regular underwriting approach is subject to state approval. Mortality charges
vary depending on the type of underwriting used.
What is the Account Value of the Policy? The Account Value is determined by the
amount and frequency of premium payments, the investment experience of the
divisions chosen by the Policyowner (the Variable Account Value), the interest
earned on Account Value allocated to the GPA (the Fixed Account Value), and any
Withdrawals or charges imposed in connection with the Policy. The Policyowner
bears the investment risk of any depreciation in value of the underlying assets
of the Separate Account divisions but also may benefit from any appreciation in
value.
What are the divisions of the Separate Account? The Separate Account has eight
divisions - the Equity Division, the Money Market Division, the Managed Bond
Division, the Blend Division, the High Income Division, the Capital Appreciation
Division, the Global Securities Division, and the Index Division (subject to
state availability). Each Separate Account division invests only in shares of a
single investment company or a single series of an investment company. The
divisions are intended to provide money to pay benefits under the policy but do
not guarantee a minimum interest rate or guarantee against asset depreciation.
The Equity Division invests in shares of MML Equity Fund. The Money Market
Division invests in shares of MML Money Market Fund. The Managed Bond Division
invests in shares of MML Managed Bond Fund. The Blend Division invests in shares
of MML Blend Fund. The High Income, Capital Appreciation and Global Securities
Divisions invest in shares of the Oppenheimer High Income Fund, Oppenheimer
Capital Appreciation Fund and Oppenheimer Global Securities Fund, respectively.
The Index Division invests in shares of Dreyfus Stock Index Fund.
MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend Fund
(the "MML Funds") are separate series of shares of MML Series Investment Fund
(the "MML Trust"), an open-end diversified management investment company.
MassMutual acts as investment manager to each of the MML Funds. MassMutual has
entered into investment sub-advisery agreements with Concert Capital Management,
Inc. ("Concert Capital"), a wholly-owned subsidiary of MassMutual. These
agreements provide that Concert Capital manages the investment and reinvestment
of the assets of MML Equity Fund and the assets of the Equity Sector of MML
Blend Fund. Both MassMutual and Concert Capital are registered as investment
advisers under the Investment Advisers Act of 1940.
OppenheimerFunds, Inc. ("OFI") supervises the investment operations of the
Oppenheimer Variable Account Funds (the "Oppenheimer Trust"), defines the
composition of each respective portfolio, and furnishes advice and
recommendations with respect to the investments, investment policies and
purchase and sale of securities, pursuant to an investment advisery agreement
with each Fund. (Prior to January 5, 1996, OFI was known as Oppenheimer
Management Corporation.)
5
<PAGE>
The Oppenheimer High Income Fund, Oppenheimer Capital Appreciation Fund and
Oppenheimer Global Securities Fund (the "Oppenheimer Funds") are part of the
Oppenheimer Trust, an open-end diversified management investment company, which
is available to act as the investment vehicle for separate accounts for variable
insurance policies offered by insurance companies. OFI is registered as an
investment adviser under the Investment Advisers Act of 1940.
The Dreyfus Stock Index Fund (the "Index Fund"), an open-end, non-diversified,
management investment company, is managed by The Dreyfus Corporation
("Dreyfus"), a wholly owned subsidiary of Mellon Bank, N.A. ("Mellon"). Dreyfus
has engaged Mellon Equity Associates, ("MEA"), an indirect wholly owned
subsidiary of Mellon, to serve as the index fund manager of the Index Fund. Both
Dreyfus and MEA are registered investment advisers under the Investment Advisers
Act of 1940.
What is the Guaranteed Principal Account ("GPA")? As an alternative to the
Separate Account, the Policyowner may allocate or transfer all or part of the
funds to the GPA. Such amounts become part of MassMutual's general account
assets. The Policyowner is not entitled to share in the investment experience of
those assets. Rather, MassMutual guarantees a rate of return on the allocated
amount equal to (a) 4%, or (b) the greater of (1) 4% and (2) the rate determined
by the Treasury Bill Index. The interest rate credited to the GPA account value
will be affected by the option selected. This rate must be selected at time of
issue. Policies issued prior to April, 1994, will be offered a one-time
opportunity to change the guaranteed rate of return from option (b) to option
(a). Although MassMutual is not obligated to credit interest at a rate higher
than this minimum, it may declare a higher rate applicable for such periods as
it deems appropriate. For details see The Guaranteed Principal Account.
Is the level of the Death Benefit guaranteed? There are two Death Benefit
options. (Policies issued prior to May 1, 1991 will be amended upon request to
add the choice of Death Benefit Option 2.) So long as the Policy remains in
force, the Death Benefit you have selected will be available. The Death Benefit
equals the greater of the Policy's Selected Face Amount for the Policy Year of
death (plus the Account Value on the date of death if Death Benefit Option 2 is
elected) or the Minimum Face Amount in effect on the date of death of the
Insured. Death Benefit proceeds under either Option will be reduced by any
outstanding Policy Debt, plus or minus unearned or unpaid monthly deductions.
Is the Death Benefit subject to income taxes? A Death Benefit paid under our
Policies is usually fully excludable from the gross income of the Beneficiary
for federal income tax purposes.
For details see Federal Income Tax Considerations - Policy Proceeds, Premiums
and Loans.
Does the Policy have a Cash Surrender Value? The Policyowner may surrender the
Policy at any time and receive its Account Value less any Policy Debt. There is
no surrender charge. Withdrawals are allowed subject to certain restrictions and
are subject to a withdrawal charge of 2.0% of the Account Value not to exceed
$25.00 which is deducted from each withdrawal. For details see Withdrawals. The
Cash Surrender Value of a Policy fluctuates with the investment performance of
the Separate Account divisions, in which the Policy has Account Value, and with
the interest rate on the amount held in the GPA. It may increase or decrease
daily.
For federal income tax purposes, the Policyowner usually is not taxed on
increases in the Cash Surrender Value until the Policy is surrendered. However,
in connection with certain Withdrawals of Account Value and loans on the Policy,
the Policyowner may be taxed on all or a part of the amount distributed.
For details see Cash Surrender Value and Federal Income Tax Considerations -
Policy Proceeds, Premiums and Loans.
What is a modified endowment contract? A modified endowment contract (as defined
by the Internal Revenue Code) is a life insurance policy under which the
premiums paid during the first seven contract years exceed the cumulative
premiums payable under a policy providing for guaranteed benefits upon the
payment of seven level annual premiums. Certain changes to the policy can
subject it to retesting for a new seven-year period. During the insured's
lifetime, distributions from a modified endowment contract, including collateral
assignments, loans and withdrawals, are taxable to the extent of any income in
the contract and may also incur a penalty tax if the policy owner is not
59 1/2.
Can this Policy become a modified endowment contract? Since this Policy permits
flexible premium payments, it may become a modified endowment contract. The
Company has the systems capacity to test a Policy at issue to determine whether
it will be classified as a modified endowment contract. This at-issue test
examines the Policy for the first seven contract years, based on the Policy
application and the initial premium requested, and based on the assumption that
there were no increases in premium during the period. The Company has further
safe-guards in place to monitor whether a Policy may become a modified endowment
contract after issue.
For details see Federal Income Tax Considerations - Modified Endowment
Contracts.
What about Premiums? There are two concepts which are important to the
discussion of premiums for this Policy: the minimum initial premium; and the
planned premium. These terms are used throughout this Prospectus.
A minimum initial premium is payable either at the time you submit your
Application or at some time prior to the delivery of the Policy. The planned
premium is elected on the Application and becomes the basis for the Policy's
premium billing. The amount and timing of planned premiums originally selected
in the Application may be changed at any time upon written request.
The minimum Case premium is $250,000 of first year annualized premium for all
Policies in a Case. The Initial Case Premium Paid is the amount of premium for
all Policies in a Case on deposit with MassMutual at the time the Policies are
installed on the administrative system. The Initial Case Premium Paid determines
sales load percentages for all Policies in that Case.
For details see General Provisions Of The Policy - Premiums.
When are Premiums put into the Guaranteed Principal Account or the Separate
Account? The initial Net Premium (i.e., premium paid less the deductions
described in Are there charges against the Policy?) will be
6
<PAGE>
allocated to the MML Money Market Division, which invests in the MML Money
Market Fund. At the end of the Free Look Period, the Account Value will be
allocated to the GPA and/or the divisions of the designated segment of the
Separate Account according to the Policyowner's instructions in the application
and subject to MassMutual's allocation rules.
How can the Net Premium and the Account Value of the Policy be allocated among
the Guaranteed Principal Account and the Separate Account divisions? When you
apply for a Policy you choose the percentages of your premiums to be allocated
to the divisions of the Separate Account and the GPA. You may choose any whole
percentages as long as the total is 100%. The allocation of future net premiums
may be changed at any time without charge.
The Account Value of the Policy may be transferred between the GPA or divisions
of the Separate Account by written request. The Account Value may be transferred
by dollar amount or by whole-number percentage, subject to restrictions.
How long will the Policy remain in force? The Policy does not automatically
terminate for failure to pay planned premiums. Payment of these amounts does not
guarantee the Policy will remain in force. The Policy terminates only when the
Account Value less any Policy Debt is insufficient to pay the monthly deduction,
and a grace period expires without sufficient payment.
Are there charges against the Policy? Certain charges are made against the
Policy. Before allocation to the Account Value, a percentage of each premium
paid is deducted for expenses related to the sale and distribution of the
Policies. These charges are called sales loads and vary depending on the total
Initial Case Premium Paid for all Policies in the Case at issue. First year
sales loads vary according to the cumulative amount of premiums paid under the
Policy in that year. Thereafter, sales loads are a level percentage of each
Premium paid. A deduction of 2.0%, or the applicable state rate, if greater, is
also made for state premium taxes. Each premium, net of these charges, is
allocated to the GPA or the divisions of the Separate Account and becomes a part
of the Account Value.
For details see Deductions From Premium.
Certain monthly charges are deducted directly from the Policy's Account Value on
each Monthly Calculation Date. These monthly deductions are equal to the sum of
a mortality charge, an administrative charge, and a face amount charge. The face
amount charge is only applicable for Policies issued under a regular
underwriting approach.
Some deductions are made on a daily basis against the assets of the Separate
Account divisions. A daily charge calculated at an annual rate of .40% of the
value of the assets of each division is charged for mortality and expense risks.
Similarly, tax assessments are calculated daily. Currently, we are not making
any charges for income taxes, but we may make charges in the future against the
Separate Account divisions for federal income taxes attributable to them.
Withdrawals of Account Value are permitted subject to certain restrictions. A
charge equal to the lesser of $25 or 2.0% of the amount withdrawn is imposed for
each Withdrawal.
For details see Charges Under The Policy and Federal Income Tax Considerations.
What is the loan privilege and how does a loan affect the Policy's Death Benefit
and Cash Surrender Value? For Policies issued prior to May 1, 1991, while the
Policy is in force, a loan may be made on the Policy, provided that total Policy
Debt including the new loan does not exceed 90% of the Policy's Account Value.
For Policies issued on or after May 1, 1991, while the Policy is in force, a
loan may be made on the Policy, in a maximum amount equal to the Account Value
on the date the loan is to be made reduced by: (i) any outstanding Policy Debt;
and (ii) interest on the loan being made and on any outstanding Policy Debt to
the next Policy Anniversary Date; and (iii) an amount equal to the most recent
monthly charge for the Policy multiplied by the number of Monthly Calculation
Dates from the date the loan is made, up to and including the next Policy
Anniversary Date.
Are there dividends? The Policy is participating, therefore, it may share in any
dividends paid by MassMutual. Dividends are based on the Policy's contribution
to any divisible surplus of MassMutual. Any dividends will be payable on the
Policy Anniversary Date. MassMutual does not expect that any dividends will be
paid under the Policies. For details see Dividends.
Do I have a right to cancel? Under the Free Look Provision, you, the
Policyowner, have a limited right to return the Policy and receive a refund.
This right expires on the latest of the following:
. Ten days after you receive the Policy; or
. Ten days after we mail you a Notice of Withdrawal Right; or
. 45 days after Part 1 of the Policy Application was signed.
The Policy may be returned to our Home Office, to any of our agency offices, or
to the agent who sold you the Policy. For details see Free Look Provision.
Charges Under The Policy
Certain charges are deducted to compensate for providing the insurance benefits
under the Policy, for administering the Policy, for assuming certain risks, and
for incurring certain expenses in distributing the Policy.
DEDUCTIONS FROM PREMIUMS
Prior to the allocation of the premium payment to the Account Value, a deduction
as a percentage of premium is made for the sales load and premium taxes. The
sales load percentage varies depending on the total Initial Case Premium Paid
for all Policies in the Case.
Sales Load. The sales load component of the premium deduction is based on the
total Initial Case Premium Paid for all Policies in a Case; the sales load will
not change. Please note that premiums are tracked on a cumulative basis for each
policy, and that the year 1 sales load will be higher on premium payments made
below the specified policy minimum planned premium.
7
<PAGE>
<TABLE>
<CAPTION>
For Policies issued on or after May 1, 1993:
Initial Case Premium
Paid
----------------------
Below $1,000,000
$1,000,000 & Up
---------- ----------
<S> <C> <C>
Year 1:
Up to the Minimum
Planned Premium 22.0% 4.0%
Above the Minimum
Planned Premium 6.5% 3.0%
Year 2+
Up to the Minimum
Planned Premium 6.5% 3.0%
Above the Minimum
Planned Premium 6.5% 3.0%
<CAPTION>
For Policies issued on or after May 1, 1992:
Expected Aggregate
Annual Planned Case
Premium
----------------------
Below $1,000,000
$1,000,000 & Up
---------- ----------
<S> <C> <C>
Year 1:
Up to the Minimum
Planned Premium 22.0% 4.0%
Above the Minimum
Planned Premium 6.5% 3.0%
Year 2+
Up to the Minimum
Planned Premium 6.5% 3.0%
Above the Minimum
Planned Premium 6.5% 3.0%
<CAPTION>
For Policies issued before May 1, 1992:
Expected Aggregate
Annual Planned Case
Premium
----------------------
Below $5,000,000
$5,000,000 & Up
---------- ----------
<S> <C> <C>
Year 1:
Up to the Minimum
Planned Premium 22.0% 4.0%
Above the Minimum
Planned Premium 6.5% 3.0%
Year 2+
Up to the Minimum
Planned Premium 6.5% 3.0%
Above the Minimum
Planned Premium 6.5% 3.0%
<CAPTION>
For Policies issued before May 1, 1991:
Expected Aggregate
Annual Planned Case
Premium
----------------------
Below $5,000,000
$5,000,000 & Up
---------- ----------
<S> <C> <C>
Year 1:
Up to the Minimum
Planned Premium 21.0% 3.0%
Above the Minimum
Planned Premium 5.5% 2.0%
Year 2+
Up to the Minimum
Planned Premium 5.5% 2.0%
Above the Minimum
Planned Premium 5.5% 2.0%
</TABLE>
The amount of the sales load in a Policy Year is not necessarily related to our
actual sales expenses for that particular year. To the extent that sales
expenses are not covered by the sales load, they will be recovered from
MassMutual surplus, including any amounts derived from the mortality and expense
risk charge or the cost of insurance charge. For a discussion of the commissions
paid under the Policy, see Sales And Other Agreements - Commission Schedule.
State Premium Tax Charge. We deduct 2.0%, or the applicable state rate, if
greater (pending state approval), of each premium to cover premium taxes
assessed against MassMutual. This charge may increase or decrease to reflect
either any change in the tax or change of residence. The Policyowner should
notify MassMutual of any change of residence. Any change in this charge would be
effective immediately. MassMutual does not expect to make a profit from this
charge.
During 1995, the aggregate amount of such deductions from premiums was
$1,374,744 for sales loads and $630,827 for state premium tax charges.
ACCOUNT VALUE CHARGES
On each Monthly Calculation Date, a monthly administrative charge, a cost of
insurance charge (also referred to as the Mortality Charge in the Policy) and a
face amount charge (if applicable) are deducted from the Variable Account Value
and Fixed Account Value in proportion to the non-loaned Account Value in the
Separate Account and the GPA.
Monthly Administrative Charge. A monthly charge is deducted to compensate
MassMutual for costs incurred in providing certain administrative services
including premium collection, recordkeeping, processing claims and communicating
with Policyowners. Currently, the charge is $5.25 per month, or $63 annually,
for each Policy. While this charge may increase or decrease, the maximum monthly
administrative charge is determined by the ratio of the Consumer Price Index for
September of the year preceding the date of the charge to the Consumer Price
Index for September, 1985, multiplied by $5. Such charges will not exceed the
actual cost for such services. In no event will the charge exceed $8 per month.
During 1995, the aggregate amount of such charges was $73,110.
8
<PAGE>
Charge for Cost of Insurance Protection. A charge for the cost of insurance
protection is deducted on each Monthly Calculation Date and is based on the age
and sex of the Insured, the Policy Year in which the deduction is made, the
smoker and rating class of the Policy and the type of underwriting used for the
Case. The charge varies monthly because it is determined by multiplying the
applicable cost of insurance rates by the amount at risk each Policy month. The
maximum monthly cost of insurance charge for each $1,000 of insurance for which
a charge applies is shown in the Table of Maximum Monthly Mortality Charges in
the Policy. MassMutual may charge less than these maximum charges. Any change in
these charges will apply to all Policies in the same Case. During 1995, the
aggregate amount of deductions for the charge for cost of insurance protection
was $1,638,237.
Face Amount Charge. A monthly face amount charge is deducted from Policies that
were issued under a regular underwriting approach. The charge is based on the
initial Selected Face Amount of the Policy, the issue age of the Insured, and
the Policy Year in which the deduction is made. This charge is fixed for a set
number of Policy Years and is shown in the Other Information section of the
Schedule Page. During 1995, the aggregate amount of deductions for the monthly
face amount charge was $14,504.
SEPARATE ACCOUNT CHARGES
Charges for Mortality and Expense Risks. We charge the Separate Account
divisions for the mortality and expense risks we assume. We deduct a daily
charge at an effective annual rate of 0.40% of the value of each division's
assets that come from the Policy. The aggregate amount of such charges, which
are paid quarterly, against the Separate Account divisions in 1995 was $88,330.
The mortality risk we assume is that the group of lives insured under our
Policies may, on average, live for shorter periods of time than we estimated.
The expense risk we assume is that our costs of issuing and administering
Policies may be more than we estimated.
If all the money we collect from this charge is not needed to cover Death
Benefits and expenses, it will be our gain and will be used for any proper
purpose, including payment of sales commissions. Conversely, even if the money
we collect is insufficient, we will provide for all Death Benefits and expenses.
Charges for Federal Income Taxes. We do not currently make any charge against
the Separate Account divisions for federal income taxes attributable to them.
However, we may make such a charge eventually in order to provide for the future
federal income tax liability of the Separate Account divisions. For more
information on charges for federal income taxes, see FEDERAL INCOME TAX
CONSIDERATIONS - MassMutual - Tax Status.
The Separate Account
The Separate Account was established on July 13, 1988 as a separate investment
account of MassMutual by MassMutual's Board of Directors in accordance with the
provisions of Section 132G of Chapter 175 of the Massachusetts General Laws.
The Separate Account is registered under the Investment Company Act of 1940, as
amended, as a unit investment trust. Registration does not involve supervision
of the management or investment practices or policies of the Separate Account or
of MassMutual. Under Massachusetts law, however, both MassMutual and the
Separate Account are subject to regulation by the Division of Insurance of the
Commonwealth of Massachusetts. Designated segments of the Separate Account will
be used to receive and invest premiums for other variable life insurance
policies issued by MassMutual.
Although the assets of the Separate Account are assets of MassMutual, that
portion of the Separate Account assets equal to the reserves and other
liabilities of the Separate Account attributable to the Policies may not be used
to satisfy any obligations that may arise out of any other business we may
conduct. They may, however, become subject to liabilities arising from other
variable life insurance policies which are funded by the Separate Account. In
addition, we may from time to time at our discretion transfer to our general
account those assets which exceed the reserves and other liabilities of the
Separate Account. Such transfers will not adversely affect the Separate Account.
Income, realized gains or losses and unrealized gains or losses 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.
MassMutual may accumulate in the Separate Account the charge for expense and
mortality risks, monthly charges assessed against the Policy and investment
results applicable to those assets that are in excess of net assets supporting
the Policies.
Investment of the Separate Account. The designated segment of the Separate
Account has eight divisions attributable to the Policy. The particular divisions
invest in shares of MML Trust, Oppenheimer Trust or Index Fund. The divisions of
the Separate Account are:
. The Equity Division - Amounts credited to this division are invested
in shares of MML Equity Fund, or its successor.
. The Money Market Division - Amounts credited to this division are
invested in shares of MML Money Market Fund, or its successor.
. The Managed Bond Division - Amounts credited to this division are
invested in shares of MML Managed Bond Fund, or its successor.
. The Blend Division - Amounts credited to this division are invested in
shares of MML Blend Fund, or its successor.
. The High Income Division - Amounts credited to this division are
invested in shares of Oppenheimer High Income Fund, or its successor.
. The Capital Appreciation Division - Amounts credited to this division
are invested in shares of Oppenheimer Capital Appreciation Fund, or its
successor.
. The Global Securities Division - Amounts credited to this division are
invested in shares of Oppenheimer Global Securities Fund, or its successor.
. The Index Division - Amounts credited to this division are invested in
shares of the Index Fund, or its successor.
9
<PAGE>
The shares of the underlying Fund purchased by each division of the Separate
Account will be held by MassMutual as custodian of the Separate Account.
The MML Trust and the Oppenheimer Trust, no-load open-end, diversified
management investment companies, and the Index Fund, a no-load open-end, non-
diversified, management investment company, are registered under the Investment
Company Act of 1940, as amended. The MML Trust consists of the four MML Funds
described above, each of which has its own investment objectives and policies.
The Oppenheimer Trust includes the three Oppenheimer Funds, each of which also
has its own investment objectives and policies. The Index Fund also has its own
investment objectives and policies. MassMutual established the MML Trust for the
purpose of providing vehicles for the investment of assets held in various
separate investment accounts, including the Separate Account, established by
MassMutual or by life insurance companies which are subsidiaries of MassMutual.
OFI established the Oppenheimer Trust and Dreyfus established the Index Fund for
the purpose of providing investment vehicles for investment only by variable
life insurance contracts and variable annuities contracts. Shares of the MML
Funds are not offered to the general public, but solely to separate investment
accounts established by MassMutual and life insurance company subsidiaries of
MassMutual.
The primary investment objective of MML Equity Fund is to achieve a superior
total rate of return over an extended period of time from both capital
appreciation and current income. A secondary investment objective is the
preservation of capital when business and economic conditions indicate that
investing for defensive purposes is appropriate. The assets of this Fund are
normally expected to be invested primarily in common stocks and other equity-
type securities.
The investment objectives of MML Money Market Fund are to achieve high current
income, the preservation of capital, and liquidity. These objectives are of
equal importance. The assets of this Fund will be invested in short-term debt
instruments, including but not limited to commercial paper, certificates of
deposit, bankers' acceptances, and obligations of the United States government,
its agencies and instrumentalities.
The investment objective of MML Managed Bond Fund is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital values. The assets of this Fund will be invested
primarily in publicly issued, readily marketable, fixed income securities of
such maturities as MassMutual deems appropriate from time to time in light of
market conditions and prospects.
The investment objective of MML Blend Fund is to achieve as high a level of
total rate of return over an extended period of time as is considered consistent
with prudent investment risk and the preservation of capital values. This Fund
may invest in a portfolio that may include common stocks and other equity-type
securities, bonds and other debt securities with maturities generally exceeding
one year, and money market instruments and other debt securities with maturities
generally not exceeding one year.
The investment objective of the Oppenheimer High Income Fund is to earn a high
level of current income by investing primarily in a diversified portfolio of
high yield, fixed-income securities, including long-term debt obligations,
preferred stock issues believed by OFI, in its capacity as investment manager of
the Fund, not to involve undue risk.
The investment objective of the Oppenheimer Capital Appreciation Fund is capital
appreciation. In seeking this objective the Fund will emphasize investments in
securities of "growth-type" companies. Such companies are believed to have
relatively favorable long-term prospects for an increased demand for the
particular company's products or services.
The investment objective of the Oppenheimer Global Securities Fund is to seek
long term capital appreciation through investing a substantial portion of its
invested assets in securities of foreign issuers, growth-type companies and
special investment opportunities which are considered by OFI, in its capacity as
investment manager of the Funds, to have appreciation possibilities. Current
income is not an investment objective of the Oppenheimer Global Securities Fund.
The investment objective of the Index Fund is to provide investment results that
correspond to the price and yield performance of publicly traded common stocks
in the aggregate, as represented by the S&P 500 Index. ("Standard & Poor's 500"
and "S&P 500/(R)/" are trademarks of The McGraw-Hill Companies, Inc. and have
been licensed for use. The Index Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's or The McGraw-Hill Companies. Inc.)
The Separate Account purchases and redeems shares of the Funds at their net
asset value which is determined at the time of the receipt of the purchase order
or redemption request without the imposition of any sales or redemption charge.
Citibank, with its home office located in New York, NY, acts as custodian for
each of the MML Funds. The Bank of New York, with its home office located in New
York, NY, acts as custodian for each of the Oppenheimer Funds. Boston Safe
Deposit and Trust Company (the "Custodian"), an indirect subsidiary of Mellon
Bank Corporation, is located at One Boston Place, Boston, Massachusetts 02108,
and serves as the custodian of the Index Fund. Under its Custody Agreement with
the Index Fund, the Custodian holds the Index Fund's portfolio securities and
keeps all necessary accounts and records. The Custodian's fees for its services
to the Fund are paid by MEA.
MassMutual serves as investment manager of each of the MML Funds pursuant to
Investment Management Agreements, each of which provides for the MML Fund to pay
MassMutual a quarterly fee at the annual rate of .50% of the first $100,000,000
of the MML Fund's average daily net asset value, .45% of the next $200,000,000,
.40% of the next $200,000,000 and .35% of any excess over $500,000,000. Concert
Capital manages the investment and reinvestment of the assets of the MML Equity
Fund and the Equity Sector of the MML Blend Fund.
The monthly management fee payable to OFI in its capacity as investment adviser
to the Oppenheimer Funds is computed separately on the net assets of each Fund
as of the close of business each day. The management fee rates are as follows:
(i) for Capital Appreciation Fund and Global Securities Fund: 0.75% of the first
$200 million of net assets, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, and 0.60% of net assets over $800
million; and (ii) for High Income Fund: 0.75% of the first $200 million of net
assets. 0.72% of the next $200 million,
10
<PAGE>
0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the
next $200 million, and 0.50% of net assets over $1 billion.
The Index Fund has agreed to pay Dreyfus a monthly fee at the annual rate of
.245 of 1% of the value of the Fund's average daily net assets. As compensation
for MEA's services, Dreyfus has agreed to pay MEA a monthly fee at the annual
rate of .095 of 1% of the value of the Fund's average daily net assets. All fees
and expenses are accrued daily and deducted before declaration of dividends to
shareholders.
During 1995, MassMutual earned investment management fees of $4,178,204 from MML
Equity Fund, $501,924 from MML Money Market Fund, $681,807 from MML Managed Bond
Fund and $6,344,373 from MML Blend Fund. MassMutual has agreed to bear the
expenses of each of the MML Funds (other than the management fee, interest,
taxes, brokerage commissions and extraordinary expenses) in excess of .11% of
average daily net asset value through April 30, 1997.
Additional and more detailed information concerning the MML Funds, the
Oppenheimer Funds and the Index Fund, including information about the other
expenses of such Funds, may be found in the accompanying Prospectuses for the
MML Trust, the Oppenheimer Trust and the Index Fund.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies; certain
wholly-owned subsidiaries of MassMutual; and various employee benefit plans.
MassMutual is the investment sub-adviser to Oppenheimer Investment Grade Bond
Fund and Oppenheimer Value Stock Fund, open end management investment companies.
MassMutual also serves as the collateral co-manager for MassMutual Carlson CBO,
N.V.
OFI has operated as an investment adviser since April 30, 1959. It and its
affiliates currently advise U.S. investment companies with assets aggregating
over $42 billion as of December 31, 1995, and with more than 2.8 million
shareholder accounts. OFI is owned by Oppenheimer Acquisition Corp., a holding
company owned in part by senior management of OFI, and ultimately controlled by
MassMutual.
MEA was organized in 1957. Pursuant to an Index Management Agreement with
Dreyfus, MEA manages the investment of the Index Fund's assets.
The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the MML Funds. Because
these separate accounts are invested in the same underlying MML Funds it is
possible that material conflicts could arise between owners of the Policies and
owners of the variable annuity contracts. Possible conflicts could arise if: (i)
state insurance regulators should disapprove or require changes in investment
policies, investment advisors or principal underwriters or if MassMutual should
be permitted to act contrary to actions approved by holders of the Policies
under rules of the Securities and Exchange Commission; (ii) adverse tax
treatment of the Policies or the variable annuity contracts would result from
utilizing the same underlying MML Funds; (iii) different investment strategies
would be more suitable for the variable annuity contracts than for the Policies;
or (iv) state insurance laws or regulations or other applicable laws would
prohibit the funding of both the Separate Account and other investment accounts
by the same MML Funds. The Board of Trustees of the MML Trust will follow
monitoring procedures which have been developed to determine whether material
conflicts have arisen. Such Board will have a majority of Trustees who are not
interested persons of the MML Trust or MassMutual and determinations whether or
not a material conflict exists will be made by a majority of such disinterested
Trustees. If a material irreconcilable conflict exists, MassMutual will take
such action at its own expense as may be required to cause the Separate Account
to be invested solely in shares of mutual funds which offer their shares
exclusively to variable life insurance separate accounts unless, in certain
cases, the holders of both the Policies and the variable annuity contracts vote
not to effect such segregation.
The Oppenheimer Trust was established for use as an investment vehicle by
variable contract separate accounts such as the Separate Account. Accordingly,
it is possible that a material irreconcilable conflict may develop between the
interests of contract owners and other separate accounts investing in the
Oppenheimer Trust. The Board of Trustees of the Oppenheimer Trust (the
"Trustees") will monitor the Oppenheimer Funds for the existence of any such
conflicts. If it is determined that a conflict exists, the Trustees will notify
MassMutual, and appropriate action will be taken to eliminate such
irreconcilable conflicts. Such steps may include: (i) withdrawing the assets
allocable to some or all of the separate accounts from the particular
Oppenheimer Fund and reinvesting such assets in a different investment medium,
including (but not limited to) another Oppenheimer Fund; (ii) submitting the
question whether such segregation should be implemented to a vote of all
affected contract owners; and (iii) establishing a new registered management
investment company or managed separate account.
The Index Fund was also established for use as an investment vehicle by variable
contract separate accounts such as the Separate Account. Accordingly, it is
possible that a material irreconcilable conflict may develop between the
interests of contract owners and other separate accounts investing in the Index
Fund. The Board of Directors of the Index Fund (the "Board") will monitor the
Index Fund for any such conflicts. If it is determined that a conflict exists,
the Board will notify MassMutual and appropriate action will be taken to
eliminate such irreconcilable conflicts. Such steps may include: (i)withdrawing
the assets allocable to the Separate Account from the Index Fund and reinvesting
such assets in a different investment medium; (ii)submitting the question of
whether such segregation should be implemented to a vote of all affected
contract owners; and (iii)establishing a new registered management investment
company
Rates of Return. Tables 1 and 2 show Annualized One Year Total Returns and
Effective Annual Rates of Return, respectively, of the Funds based on the actual
investment performance (after deduction of investment management fees and direct
operation expenses).
Table 1 shows December 31 annualized figures for the Funds. Table 2 shows
figures for periods ended December 31, 1995, for the Funds. These rates of
return do not reflect the mortality and expense risk charges assessed against
the Separate Account. Also, they do not reflect deduction from premiums or
administrative, cost of insurance and face amount charges assessed against the
Account Value of the Policies. See Charges Under The Policy - Deductions From
Premiums and Account Value Charges. Therefore, these rates are not illustrative
of how actual investment performance will affect the benefits
11
<PAGE>
under the Policy (see, however, Account Value And Cash Surrender Value -
Investment Return). The rates of return shown are not necessarily indicative of
future performance. However, they may be considered in assessing the competence
and performance of MassMutual and Concert Capital as the MML Funds' investment
advisers, OFI as the Oppenheimer Funds' investment adviser and MEA as the Index
Fund's investment adviser.
Appendix B illustrates the Account Value and Death Benefit of a hypothetical
Policy. These figures do reflect the deduction of mortality and expense risk
charges, deductions from premiums and Account Value charges.
<TABLE>
<CAPTION>
ANNUALIZED ONE YEAR TOTAL RETURNS
MML MML Oppenheimer Oppenheimer Oppenheimer
For the year MML Money Managed MML High Capital Global Index
ended Equity Market Bond Blend Income Appreciation Securities Fund
----- ------ ------ ---- ----- ------ ------------ ---------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 31.13% 5.58% 19.14% 23.28% 20.37% 32.52% 2.24% 36.78%
1994 4.10% 3.84% (3.76)% 2.48% (3.18)% (7.59)% (5.72)% 0.88%
1993 9.52% 2.75% 11.81% 9.70% 26.34% 27.32% 70.32% 9.33%
1992 10.48% 3.48% 7.31% 9.36% 17.92% 15.42% (7.11)% 7.11%
1991 25.56% 6.01% 16.66% 24.00% 33.91% 54.72% 3.39% 29.85%
1990 (0.51)% 8.12% 8.38% 2.37% 4.65% (16.82)% 0.40%* (3.49)%
1989 23.04% 9.16% 12.83% 19.96% 4.84% 27.57% - 2.16%*
1988 16.68% 7.39% 7.13% 13.40% 15.58% 13.41% - -
1987 2.10% 6.49% 2.60% 3.12% 8.07% 14.34% - -
1986 20.15% 6.60% 14.46% 18.30% 4.73%* (1.65)%* - -
1985 30.54% 8.03% 19.94% 24.88% - - - -
1984 5.40% 10.39% 11.69% 8.24%* - - - -
1983 22.85% 8.97% 7.26% - - - - -
1982 25.67% 11.12%* 22.79%* - - - - -
1981 6.67% - - - - - - -
1980 27.62% - - - - - - -
1979 19.54% - - - - - - -
1978 3.71% - - - - - - -
1977 (0.52)% - - - - - - -
1976 24.77% - - - - - - -
1975 32.85% - - - - - - -
1974 (17.61)%* - - - - - - -
</TABLE>
* The figures shown are from inception of the Funds but are not annualized in
the Annualized One Year Total Returns Table. The MML Money Market and MML
Managed Bond Funds commenced operations on December 16, 1981. The MML Blend
Fund commenced on February 3, 1984. The MML Equity Fund commenced operations
on September operations on September 29, 1989. 15, 1971 (performance
information prior to 1974 is not available). The Oppenheimer High Income Fund
commenced operations on April 30, 1986. The Oppenheimer Capital Appreciation
Fund commenced operations on August 15, 1986. The Oppenheimer Global
Securities Fund commenced operations on November 12, 1990. The Index fund
commenced operations on September 29, 1989.
<TABLE>
<CAPTION>
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1995
Since 20 15 10 5 1
Fund Inception* Years Years Years Years Year
---------- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Equity 13.95% 14.93% 15.09% 13.77% 15.71% 31.13%
Money Market 6.97 - - 5.92 4.32 5.58
Managed Bond 10.93 - - 9.46 9.92 19.14
Blend 13.07 - - 12.31 13.45 23.28
High Income 13.27 - - - 13.76 20.37
Capital
Appreciation 15.20 - - - 15.96 32.52
Global Securities 9.36 - - - - 2.24
Index 12.31 - - - 15.94 36.78
</TABLE>
General Provisions Of The
Policy
This section of the Prospectus describes the general provisions of the Policy,
and is subject to the terms of the Policy. You may review a copy of the Policy
upon request.
Premiums. The Policyowner selects a premium payment schedule in the Application
and is not bound by an inflexible premium schedule. Two premium concepts are
very important under the Policy: the planned premium and minimum initial
premium.
Planned Premiums. Planned premiums are elected at the time of application and
may be changed at any time. Planned premiums are the basis for the Policy's
premium billing. The planned premium may be subject to minimum and maximum
amounts which depend upon the Selected Face Amount of the Policy, the Insured's
age, sex and smoking class and the amount of the initial premium paid.
12
<PAGE>
There is no penalty if the planned premium is not paid, nor does payment of this
amount guarantee coverage for any period of time. Instead, the duration of the
Policy depends upon the Policy's Account Value. Even if planned premiums are
paid, the Policy terminates when the Account Value becomes insufficient to pay
certain monthly charges and a grace period expires without sufficient payment.
For details see Termination.
The following table shows the minimum annual planned premium (also referred to
as the "cut-off" premium) at certain ages for a Policy with a Selected Face
Amount of $100,000 in all years, under Death Benefit Option 1 (see Death
Benefits Under The Policy).
<TABLE>
<CAPTION>
MINIMUM ANNUAL PLANNED PREMIUM
LEVEL $100,000 SELECTED FACE AMOUNT
(DEATH BENEFIT OPTION 1)
Issue Age
------------------------
Class Age 25 Age 40 Age 55
- ------------ ------ ------- -------
<S> <C> <C> <C>
MALE
Nonsmoker......................... $ 293 $ 652 $1,663
Smoker............................ $ 488 $1,099 $2,842
FEMALE
Nonsmoker......................... $ 229 $ 511 $1,231
Smoker............................ $ 368 $ 853 $2,028
UNISEX
Nonsmoker......................... $ 284 $ 632 $1,601
Smoker............................ $ 471 $1,065 $2,727
</TABLE>
The Minimum Initial Premium. A minimum initial premium must be paid along with
your Application or at any time prior to the delivery of the Policy. The amount
of the minimum initial premium is the amount which, after the deductions for
sales load and premium tax (see Deductions From Premiums), is sufficient
(disregarding investment performance) to pay twelve times the first Monthly
Deduction (see Account Value Charges). Thereafter, subject to the minimum and
maximum premium limitations described below, you may make unscheduled premium
payments at any time and in any amount.
Minimum and Maximum Premium Payments. While the Policy is in force, premiums may
be paid at any time before the death of the Insured subject to certain
restrictions. The minimum premium payment is $10.00. The maximum premium which
may be paid in any year without evidence of insurability is: (a) the largest
premium which will not increase the net amount at risk under the Policy; or (b)
the greater of (i) the largest premium which will not increase the net amount at
risk under the Policy; or (ii) twice the Policy's minimum planned premium for
the Selected Face Amount in that year. Option (a) will be applicable when state
approval is received. Premium payments should be sent to our Home Office or to
the address indicated for payment on the notice.
Termination. This Policy does not terminate for failure to pay premiums since
payments, other than the initial premium, are not specifically required. Rather,
if on a Monthly Calculation Date, the Account Value less any Policy Debt is
insufficient to cover the total monthly deduction, the Policy enters a 61-day
grace period.
Grace Period. We allow 61 days to pay any premium necessary to cover the overdue
monthly deduction. You will receive a notice from us which sets forth this
amount. During the grace period, the Policy remains in force. If the payment is
not made by the later of the 61 days or 30 days after we have mailed the written
notice, the Policy terminates without value.
Death Benefit Under The Policy
The Death Benefit is the amount payable to the named Beneficiary when the
Insured dies. Upon receiving due proof of death, we pay the Beneficiary the
Death Benefit amount determined as of the date the Insured dies. All or part of
the benefit can be paid in cash or applied under one or more of our payment
options as described under Additional Provisions Of The Policy - Payment
Options.
In the Application, the applicant may select a Selected Face Amount for each
Policy Year. Under Death Benefit Option 1, the Death Benefit is the greater of
the Selected Face Amount in effect on the date of death or the Minimum Face
Amount in effect on the date of death, with possible additions or deductions.
Under Death Benefit Option 2, the Death Benefit is the greater of the sum of the
Selected Face Amount in effect on the date of death plus the Account value on
the date of death, or the Minimum Face Amount in effect on the date of death,
with possible additions or deductions. (Policies issued prior to May 1, 1991
will be amended upon request to add the choice of Death Benefit Option 2.) The
Minimum Face Amount is equal to Account Value times the Minimum Face Amount
percentage. The percentages depend upon the Insured's age, sex and smoking
classification. The percentages are set forth on page 4 of the Policy. Added to
the greater of the Selected Face Amount or Minimum Face Amount is that part of
any monthly deduction applicable for the period beyond the date of death. Any
Policy Debt outstanding on the date of death and any monthly charges unpaid as
of the date of death are deducted from the Death Benefit. If the Insured dies
after the first Policy Year, we will also include a pro rata share of any
dividend allocated to the Policy for the year death occurs. We pay interest on
the Death Benefit from the date of death to the date the Death Benefit is paid
or a payment option becomes effective. The interest rate equals the rate
determined under the Interest Payment Option as described in Additional
Provisions Of The Policy - Payment Options.
The Selected Face Amount may be increased after issue upon request by the
Policyowner, subject to receipt by MassMutual of adequate evidence of
insurability. Additionally, any increase in the Selected Face Amount will be
effective on the Monthly Calculation Date which is on, or next follows, the
later of: (i) the date 15 days after a written request for such change has been
received and approved by us; or (ii) the requested effective date of the change.
Any increase must be for at least $5,000. Under Death Benefit Option 1, the
Death Benefit is unaffected by investment experience unless the Death Benefit is
based on the Minimum Face Amount. Under Option 2, the Death Benefit may be
increased or decreased by investment experience.
13
<PAGE>
Example: The following examples show how the Death Benefit varies as a result of
investment performance:
<TABLE>
<CAPTION>
Policy A Policy B
--------- ---------
<S> <C> <C>
Selected Face Amount $100,000 $100,000
Account Value on Date
of Death $ 50,000 $ 40,000
Minimum Face Amount Percentage on Date
of Death 240% 240%
</TABLE>
Option 1. For Policy A, the Death Benefit will equal $120,000 which is the
greater of the $100,000 Selected Face Amount or the Account Value times the
Minimum Face Amount percentage. For Policy B, the Death Benefit would equal the
$100,000 Selected Face Amount.
Option 2. For Policy A, the Death Benefit will equal $150,000, which is the
$100,000 Selected Fact Amount plus the $50,000 Account Value (the Account Value
times the Minimum Face Amount percentage is $120,000). For Policy B, the Death
Benefit would equal $140,000, which again is the Selected Face Amount plus the
Account Value (the Account Value times the Minimum Face Amount percentage is
$96,000). (Examples assume no additions or deductions to the Selected Face
Amount or Minimum Face Amount are applicable.)
Account Value And Cash
Surrender Value
Account Value. The Account Value of the Policy is the sum of all premium
payments adjusted by periodic charges and credits. It is the amount provided for
investment in the Separate Account and the GPA. The Account Value of the Policy
is held in one or more divisions of the Separate Account and the GPA. Initially,
this value equals the net amount of the first premium paid under the Policy.
This amount is allocated to the MML Money Market Division until the later of:
(1) the expiration of the Free Look Period or (2) receipt by MassMutual of
notice that the Owner received the Policy. Subject to the allocation rules in
the Policy, the Account Value is then allocated among the Separate Account
divisions and the GPA in accordance with the Policyowner's instructions in the
application.
All or part of the Account Value may be transferred among divisions by written
request. Transfers between divisions of the Separate Account may be by dollar
amount or by whole-number percentage. There is no limit on the number of
transfers a Policyowner may make, however, MassMutual reserves the right to
charge a fee not to exceed $10 per transfer if there are more than six transfers
in a Policy Year. However, Policyowners may transfer all funds in the Separate
Account to the GPA at any time regardless of the number of transfers previously
made.
Transfers from the GPA to the Separate Account may be made only once during each
Policy Year. Each such transfer may not exceed 25% of the Account Value in the
GPA (excluding Policy Debt) at the time of the transfer. However, if in the
previous three policy years, 25% of the account value in the GPA has been
transferred and there have been no premium payments or transfers to the GPA,
100% of the account value in the GPA (excluding policy loans) may be transferred
to the Separate Account. The Account Value in the GPA equal to any Policy Debt
cannot be transferred to the Separate Account. Any transfer is effective as of
the Valuation Date and all transfers made on one Valuation Date are considered
one transfer.
Investment Return. The investment return of a Policy is based on:
. The Account Value held in each division of the Separate Account for that
Policy,
. The investment experience of each division as measured by its actual net rate
of return, and
. The interest rate credited on Account Values held in the GPA.
The investment experience of a division of the Separate Account reflects
increases or decreases in the net asset value of the shares of the underlying
Fund, any dividend or capital gains distributions declared by the Fund, and any
charges against the assets of the division. This investment experience is
determined each day on which the net asset value of the underlying Fund is
determined-that is, on each Valuation Date. The actual net rate of return for a
division measures the investment experience from the end of one Valuation Date
to the end of the next Valuation Date.
Cash Surrender Value. The Policy may be surrendered for its Cash Surrender Value
at any time while the Insured is living. Unless a later effective date is
selected, surrender is effective on the date we receive the Policy and a written
request in proper form at our Home Office. The Policy and a written request for
surrender are deemed received on the date on which they are received by mail at
MassMutual's Home Office. If, however, the date on which they are received is
not a Valuation Date, or if they are received other than through the mail after
a Valuation Time, they are deemed received on the next Valuation Date. The Cash
Surrender Value is the Account Value less any outstanding Policy Debt.
Withdrawals. Subject to certain conditions, after the Policy has been in force
for six months you can make a Withdrawal from the Policy on any Monthly
Calculation Date by sending a written request to our Home Office. The minimum
amount of a Withdrawal is $100 (before deducting the withdrawal charge); the
maximum amount is the Cash Surrender Value. The Account Value remaining after a
Withdrawal must be at least equal to the following, whichever is applicable: if
the Withdrawal is made before the Policy Anniversary nearest the Insured's 65th
birthday, twelve multiplied by the most recent Account Value Charges for the
Policy; if on or after such date, sixty multiplied by the most recent Account
Value Charges. (Policies issued prior to May 1, 1991 will be amended on request
to substitute this minimum Account Value limit for the Table of Amounts issued
with the Policy.) 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 (or divisions) 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. 2.0% of the Withdrawal, not to
exceed $25.00, is deducted from each Withdrawal. The Account Value will
automatically be reduced by the amount of the Withdrawal. The Selected Face
Amount
14
<PAGE>
of the Policy will be reduced as needed to prevent an increase in the
amount at risk, unless satisfactory evidence of insurability is provided to
MassMutual.
Policy Loan Privilege
The Policy provides a loan privilege. Loans can be made on the Policy at any
time while the Insured is living. The maximum loan is an amount equal to the
Account Value at the time of the loan less any outstanding Policy Debt before
the new loan, interest on the loan being made and on any outstanding Policy Debt
to the next Policy Anniversary Date and an amount equal to the most recent
monthly charge for the Policy multiplied by the number of Monthly Calculation
Dates remaining until the next Policy Anniversary Date. The Policy must be
properly assigned as collateral for the loan.
Source of Loan. The loan amount requested is taken from the divisions of the
designated segment of the Separate Account and the GPA in proportion to the non-
loaned Account Value of each on the date of the loan. Shares taken from the
divisions are liquidated and the resulting dollar amounts are transferred to the
GPA. We may delay the granting of any loan attributable to the GPA for up to six
months. We may also delay the granting of any loan attributable to the Separate
Account during any period that the New York Stock Exchange (or its successor) is
closed except for normal weekend and 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 policy owners.
If Loans Exceed the Policy Account Value. Policy Debt (which includes accrued
interest) must not equal or exceed the Account Value under the Policy. If this
limit is reached, we may terminate the Policy. To terminate for this reason we
will notify the Policyowner in writing. This notice states the amount necessary
to bring the Policy Debt back within the limit. If we do not receive a payment
within 31 days after the date we mailed the notice, the Policy terminates
without value at the end of those 31 days.
Termination of a policy under these circumstances could cause the Policyowner to
recognize gross income in the amount of any excess of the Policy Debt over the
sum of the Policyowner's previously unrecovered premium contributions.
Interest. On the Application, the Policyowner may select a loan interest rate of
6% per year or, where permitted, an adjustable loan rate. When an adjustable
rate is selected, MassMutual sets the rate each year that will apply for the
next Policy Year. The maximum rate is based on 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 similar average. The
maximum rate is the published monthly average for the calendar month ending two
months before the Policy Year begins, or 5%, whichever is higher. If the maximum
limit is not at least 1/2% higher than the rate in effect for the previous
year, we will not increase the rate. If the maximum limit is at least 1/2%
lower than the rate in effect for the previous year, we will decrease the rate.
Interest accrues daily and becomes part of the Policy Debt as it accrues. It is
due on each Policy Anniversary. If not paid when due, the interest will be added
to the loan and, as part of the loan, will bear interest at the same rate. Any
interest capitalized on a Policy Anniversary will be treated the same as a new
loan and will be taken from the divisions of the designated segment of the
Separate Account and the GPA in proportion to the non-loaned Account Value in
each.
Repayment. All or part of any Policy Debt may be repaid at any time while the
Insured is living and while the Policy is in force. Any repayment results in the
transfer of values equal to the repayment from the loaned portion of the GPA to
the non-loaned portion of the GPA and the divisions of the designated segment of
the Separate Account. The transfer is made in proportion to the non-loaned value
in each investment account at the time of repayment. If the loan is not repaid,
we deduct the amount due from any amount payable from a full surrender or upon
the death of the Insured.
Interest on Loaned Value. The amount equal to any outstanding Policy loans is
held in the GPA and is credited with interest at a rate which is the greater of
4% and the Policy loan rate less a MassMutual declared charge (maximum 0.75%)
for expenses and taxes.
Effect of Loan. A Policy loan affects the Policy since the Death Benefit and
Cash Surrender Value under a Policy are reduced by the amount of the loan.
Repayment of the loan increases the Death Benefit and Cash Surrender Value under
the Policy by the amount of the repayment.
As long as a loan is outstanding, a portion of the Policy's Account Value equal
to the loan is held in the GPA. This amount is not affected by the Separate
Account's investment performance. The Account Value is also affected because the
portion of the Account Value equal to the Policy loan is credited with an
interest rate declared by MassMutual rather than a rate of return reflecting the
investment performance of the Separate Account.
Free Look Provisions
The Policyowner may cancel the Policy within 10 days (or longer if required by
state law) after the Policyowner receives it, or 10 days after MassMutual mails
or delivers a written notice of withdrawal right to the Policyowner or within 45
days after signing Part 1 of the application, whichever is latest. The
Policyowner should mail or deliver the Policy and Policy delivery receipt either
to MassMutual or to the agent who sold the Policy or to one of our agency
offices. If the Policy is cancelled in this fashion, a refund will be made to
the Policyowner. The refund equals the total of all premiums paid for the Policy
(or the Account Value where approved by state law), reduced by any amounts
borrowed or withdrawn.
Exchange Privilege
The Policyowner may transfer the entire Account Value held in the Separate
Account to the GPA at any time. The transfer will take effect when we receive a
written request, signed by the Policyowner.
Your Voting Rights
As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, as amended, the Policyowner is
entitled to give
15
<PAGE>
instructions as to how shares of the Funds held in the Separate Account (or
other securities held in lieu of such shares) deemed attributable to the Policy
shall be voted at meetings of shareholders of the Funds or the Trust. Those
persons entitled to give voting instructions are determined as of the record
date for the meeting.
The number of shares of the Funds held in the Separate Account deemed
attributable to the Policy during the lifetime of the Insured are determined by
dividing the Policy's Account Value held in each division of the designated
segment of the Separate Account, if any, by $100. Fractional votes are counted.
Policyowners receive proxy material and a form with which such instructions may
be given. Shares of the Funds held by the Separate Account as to which no
effective instructions have been received are voted for or against any
proposition in the same proportion as the shares as to which instructions have
been received.
Our Rights
We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. These actions will be taken in
accordance with applicable laws (including obtaining any required approval of
the Securities and Exchange Commission). If necessary, we will seek approval by
Policyowners.
Specifically, we reserve the right to:
. Create new segments of the Separate Account;
. Create new Separate Accounts;
. Combine any two or more Separate Accounts;
. Make available additional divisions of the Separate Account investing in
additional investment companies;
. Invest the assets of the Separate 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 Separate Account as a management investment company under the
Investment Company Act of 1940, as amended, or in any other form permitted by
law; and
. Deregister the Separate Account under the Investment Company Act of 1940, as
amended, in the event such registration is no longer required.
MassMutual also reserves the right to change the name of the Separate Account.
We have reserved all rights to the name MassMutual and Massachusetts Mutual Life
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use our name or part of it, but we may also withdraw this right.
Directors And Executive Vice
Presidents Of MassMutual
Directors:
Roger G. Ackerman
Director and Member, Auditing and Human Resources Committees; President and
Chief Operating Officer, Corning Incorporated, (manufacturer of specialty
materials, communication equipment and consumer products), One Riverfront
Plaza, Corning, New York; Director (since 1993), Dow Corning Corporation
(producer of silicone products), 2200 West Salzburg Road, Midland, Michigan;
Director, The Pittson Company (mining and marketing of coal for electric
utility and steel industries) One Pickwick Plaza, Greenwich, Connecticut.
James R. Birle
Director, Chairman, Dividend Policy Committee and Member, Investment
Committee; President and Founder (since 1994), Resolute Partners,
Incorporated (private merchant bank), 2 Greenwich Plaza, Suite 100,
Greenwich Connecticut; General Partner (1988-1994), The Blackstone Group;
Co-Chairman and Chief Executive Officer, Wickes Companies, Inc. (diversified
manufacturer and distributor), 3340 Ocean Park Boulevard, Santa Monica,
California; Director: Drexel Industries, Inc., Connecticut Health and
Education Facilities Authority, and Transparency International; Trustee,
Villanova University and The Sea Research Foundation; Director (1991-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
Frank C. Carlucci, III
Director and Member, Board Affairs and Dividend Policy Committee Chairman
(since 1993), Vice Chairman (1989-1993), The Carlyle Group (merchant banking
corporation), 1001 Pennsylvania Avenue, N.W., Washington, D.C.; Director:
Ashland Inc. (producer of petroleum products), 1000 Ashland Drive, Russell,
Kentucky; BDM International, Inc. (professional and technical services to
public and private sector), 7915 Jones Branch Drive, McLean, Virginia; Bell
Atlantic Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; CB Commercial Real Estate Group, Inc. (real estate broker
subsidiary of Carlyle Holding Corporation), 533 Fremont Avenue, Los Angeles,
California; East New York Savings Bank; General Dynamics Corporation
(manufacturer of military equipment), 3190 Fairview Park Drive, Falls
Church, Virginia; Kaman Corporation (diversified manufacturer), 1332 Blue
Hills Avenue, Bloomfield, Connecticut; Neurogen Corporation; Northern
Telecom Ltd. (digital telecommunications systems), 2920 Matheson Boulevard
East, Mississauga, Ontario, Canada; The Quaker Oats Company (manufacturer of
food products), 321 North Clark Street, Chicago, Illinois; The Rand
Corporation; Sun Resorts Ltd., N.V.; Westinghouse Electric Corporation
(electronic systems, electric power generating equipment and broadcasting),
11 Stanwix Street, Pittsburgh, Pennsyl-
16
<PAGE>
vania; Director (1989-1996), Connecticut Mutual Life Insurance Company, 140
Garden Street, Hartford, Connecticut.
Gene Q. Chao
Director and Member, Auditing and Dividend Policy Committees Chairman and
Chief Executive Officer (since 1991), Computer Projections, Inc. 733 S.W.
Vista Avenue, Portland, Oregon; Chairman and Chief Executive Officer (1990),
American Leadership Forum (non-profit leadership and community building
organization); Director (1990-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
Patricia Diaz Dennis
Director and Member Auditing and Human Resources Committee Senior Vice
President and Assistant General Counsel (since 1995), SBC Communications
Inc. (telecommunications), 175 East Houston, San Antonio, Texas; Special
Counsel - Communication Law Matters (1993-1995), Sullivan & Cromwell (law
firm), 1701 Pennsylvania Avenue, N.W., Washington, D.C.; Assistant Secretary
of State for Human Rights an Humanitarian Affairs (1992-1993), U.S.
Department of State, Washington, D.C.; Trustee (since 1995), Federal
Communications Bar Association Foundation; Trustee (since 1993), Radio and
Television News Directors Foundation; Director (since 1993), National Public
Radio; Director (since 1991), Reading Is Fundamental; Director (since 1989),
Foundation for Women's Resources; Trustee (since 1991), Tomas Rivera Center;
Director (1995-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
Anthony Downs
Director and Member, Dividend Policy and Investment Committees Senior
Fellow, The Brookings Institution (non-profit policy research center), 1775
Massachusetts Avenue, N.W., Washington, D.C.; Director: The Pittway
Corporation (publications and security equipment), 200 South Wacker Drive,
Suite 700, Chicago, Illinois; National Housing Partnerships Foundation (non-
profit organization to own and manage rental housing), 1225 Eye Street,
N.W., Washington, D.C.; Bedford Properties, Inc. (real estate investment
trust), 3658 Mt. Diable Boulevard, Lafayette, California; General Growth
Properties, Inc. (real estate investment trust), 215 Keo Way, Des Moines,
Iowa; NAACP Legal and Educational Defense Fund, Inc. (civil rights
organization), 99 Hudson Street, New York, New York; Consultant, Aetna
Realty Investors (real estate investments), 242 Trumbull Street, Hartford,
Connecticut; and Salomon Brothers Inc (investment banking), 7 World Trade
Center, New York, New York; Trustee: Urban Institute (public policy research
organization), 2100 M Street, N.W., Washington, D.C. and Urban Land
Institute (educational and research organization, 625 Indiana Avenue, N.W.,
Washington, D.C.
James L. Dunlap
Director and Member, Human Resources and Board Affairs Committees Senior
Vice President of Texaco, Inc. (producer of petroleum products), 2000
Westchester Avenue, White Plains, New York and President (1987-1994), Texaco
USA, 1111 Bagby, Houston, Texas.
William B. Ellis
Director and Member, Auditing and Investment Committees Senior Fellow (since
1995) Yale University School of Forestry and Environmental Studies, New
Haven, Connecticut; Chairman (1983-1995) and Chief Executive Officer (1983-
1993), Northeast Utilities (electric utility), 107 Selden Street, Berlin,
Connecticut; Director (since 1991), The Hartford Steam Boiler Inspection and
Insurance Company (property and casualty insurer), One State Street,
Hartford, Connecticut; Director (since 1996), Advest Group, Inc. (financial
services holding company), 280 Trumbull Street, Hartford, Connecticut;
Director (since 1995), Catalytica Combustion Systems, Inc.; Director, The
National Museum of National History of the Smithsonian Institution,
Washington, D.C.; Director (1985-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
Robert M. Furek
Director and Member, Dividend Policy and Investment Committees President and
Chief Executive Officer, Heublein, Inc. (beverage distributor), 450 Columbus
Boulevard, Hartford, Connecticut; Director, The Dexter Corporation (producer
of specialty chemicals and papers), One Elm Street, Windsor Locks,
Connecticut; Corporator, Hartford Hospital and The Bushnell Memorial,
Hartford, Connecticut; Trustee, Colby College, Mayflower Hill Drive,
Waterville Maine; Director (1990-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
Charles K. Gifford
Director and Member, Investment and Auditing Committees Chairman and Chief
Executive Officer (since 1995) and President, The First National Bank of
Boston and Bank of Boston Corporation (bank holding company), 100 Federal
Street, Boston, Massachusetts; Director, Member of Audit Committee, Boston
Edison Co. (public utility electric company), 800 Boylston Street, Boston,
Massachusetts.
William N. Griggs
Director, Chairman, Auditing Committee and Member, Investment Committee
Managing Director, Griggs & Santow Inc. (business consultants) 75 Wall
Street, New York, New York; Director, T/SF Communications, Inc. (diversified
publishing and communications company), Tulsa, Oklahoma, Trustee (1983-
1991), MassMutual Integrity Funds (open-end investment company advised by
MassMutual).
James G. Harlow, Jr.
Director and Member, Auditing and Board Affairs Committee Chairman, Chief
Executive Officer (since 1995), and President (1973-1995), Oklahoma Gas and
Electric Company (electric utility), Corporate Tower, 101 N. Robinson,
Oklahoma City, Oklahoma; Director, Fleming Companies (wholesale food
distributors), 6301 Waterford
17
<PAGE>
Boulevard, Oklahoma City, Oklahoma; Director (since 1994), Associated
Electric & Gas Insurance Services Limited, Harborside Financial Center, 700
Plaza Two, Jersey City, New Jersey.
George B. Harvey
Director, Chairman, Human Resources Committee and Member, Board Affairs
Committee Chairman, President and Chief Executive Officer, Pitney Bowes,
Inc. (office machines manufacturer), One Elmcroft Road, Stamford,
Connecticut; Director: Merrill Lynch & Co., Inc. (financial services holding
company), 250 Vesey Avenue, World Financial Center, North Tower, New York,
New York; The McGraw Hill Companies (multimedia publishing and information
services), 1221 Avenue of the Americas, New York, New York; Stamford
Hospital, Stamford, Connecticut; Pfizer, Inc. (pharmaceutical and health-
care products), 235 East 42nd Street, New York, New York; The Catalyst;
Member, Board of Overseers, Wharton School of Finance, University of
Pennsylvania; Director (1989-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
Barbara B. Hauptfuhrer
Director, Member Board Affairs and Investment Committees Director and
Member, Compensation, Nominating and Audit Committees, The Vanguard Group of
Investment Companies including among others the following funds:
Vanguard/Windsor Fund, Vanguard/Wellington Fund, Vanguard/Morgan Growth
Fund, Vanguard/Wellesley Income Fund, Vanguard/Gemini Fund,
Vanguard/Explorer Fund, Vanguard Municipal Bond Fund, Vanguard Fixed Income
Securities Fund, Vanguard Index Trust, Vanguard World Fund, Vanguard/Star
Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund, Vanguard Convertible
Securities Fund, Vanguard Quantitative Fund, Vanguard/Trustees Commingled
Equity Fund, Vanguard/Trustees Commingled Fund-International, Vanguard Money
Market Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and
Vanguard Equity Income Fund (principal offices, Drummers Lane, Valley Forge,
Pennsylvania); Director, Chairman of Retirement Benefits Committee and
Pension Fund Investment Review - USA and Canada and Member, Audit, Finance
and Executive Committees, The Great Atlantic and Pacific Tea Company, Inc.
(operator of retail food stores), 2 Paragon Drive, Montvale, New Jersey;
Director, Chairman of Nominating Committee and Member, Compensation
Committee, Knight-Ridder, Inc. (publisher of daily newspapers and operator
of cable television and business information systems), One Herald Plaza,
Miami, Florida; Director and Member, Compensation Committee, Raytheon
Company (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman, Human
Resources and Independent Directors Committees, Alco Standard Corp.
(diversified office products and paper distributor), 825 Duportail Road,
Valley Forge, Pennsylvania.
Sheldon B. Lubar
Director, Chairman, Board Affairs Committee and Member, Investment Committee
Chairman, Lubar & Co. Incorporated (investment management and advisory
company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director, The Christiana Companies, Inc. (real estate development);
Director: Firstar Bank, Firstar Corporation (bank holding company), SLX
Energy, Inc. (oil and gas exploration); Member, Advisory Committee, Venture
Capital Fund, L.P. (principal offices, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin); Director: Grey Wolf Drilling Co. (contract oil and gas
drilling), 2000 Post Oak Boulevard, Houston, Texas; Marshall Erdman and
Associates, Inc. (design, engineering, and construction firm), 5117
University Avenue, Madison, Wisconsin; MGIC Investment Corporation
(investment company), MGIC Plaza, 111 E. Kilbourn Avenue, Milwaukee,
Wisconsin; Director (since 1995), Energy Ventures, Inc., 5 Post Oak Park,
Houston, Texas; Director (since 1993), Ameritech, Inc. (regional holding
company for telephone companies), 30 South Wacker Drive, Chicago, Illinois;
Director (1989-1995), Prideco, Inc. (drill collar manufacturer), 6039 Thomas
Road, Houston, Texas; Director (1989-1994), Schwitzer, Inc. (holding company
for engine parts manufacturers), P.O. Box 15075, Asheville, North Carolina;
and Briggs & Stratton (small engine manufacturer) 3300 North 124th Street,
Milwaukee, Wisconsin; Director (1986-1991), Square D Company (manufacturer
of electrical equipment and electronics products), Executive Plaza,
Palatine, Illinois and Milwaukee Insurance Group, Inc., 809 W. Michigan
Street, Milwaukee, Wisconsin; Director (1987-1991), Lubar Management, Inc.
(investment company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin.
William B. Marx, Jr.
Director and Member, Dividend Policy and Board Affairs Committees Senior
Executive Vice President (since 1995), Lucent Technologies, Inc. (public
telecommunications systems and software), 600 Mountain Road, Murray Hill,
New Jersey; Executive Vice President and Chief Executive Officer, Multimedia
Products Group (1994-1995) and Network Systems Group (1993-1994), AT&T
(global communications and network computing company), 295 North Maple
Avenue, Basking Ridge, New Jersey; Group Executive and President (1989-
1993), AT&T Network Systems (manufacturer and marketer of network
telecommunications equipment), 475 South Street, Morristown, New Jersey;
Member (since 1996), Advisory Council, Graduate School of Business, Stanford
University, Stanford, California.
John F. Maypole
Director and Member, Board Affairs and Human Resources Committee Managing
Partner, Peach State Real Estate Holding Company (real estate investment
company), P.O. Box 1223, Toccoa, Georgia; Consultant to institutional
investors; Co-owner of family businesses (including Maypole Chevrolet-Geo,
Inc. and South Georgia Car Rentals, Inc.); Director, Chairman, Finance
Committee and Member, Executive Committee and Human Resources Committee on
Directors, Bell Atlantic Corporation (telecommunications), 1717 Arch Street,
Philadelphia, Pennsylvania; Director and Chairman, Compensation Committee,
Briggs Industries, Inc. (plumbing fixtures),
18
<PAGE>
4350 W. Cypress Street, Tampa, Florida; Director, Chairman, Audit Committee
and Member, Compensation Committee, Blodgett Corporation; Director,
Chairman, Products Committee and Member, Compensation and Audit Committee,
Igloo Corporation (portable coolers), 1001 W. Sam Houston Parkway North,
Houston, Texas; Director and Member, Senior Management Committee, Dan River,
Inc. (textile manufacturer), 2291 Memorial Drive, Danville, Virginia;
Director, Davies, Turner & Company; Director (1989-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford, Connecticut.
Donald F. McCullough
Director and Member, Dividend Policy and Auditing Committees Retired (since
1988); former Chairman and Chief Executive Officer, Collins & Aikman Corp.
(manufacturer of textile products) 210 Madison Avenue, New York, New York;
Director: Bankers Trust New York Corp. (bank holding company) and Bankers
Trust Company (principal offices, 280 Park Avenue, New York, New York);
Melville Corporation (specialty retailer), One Theall Road, Rye, New York.
John J. Pajak
Vice Chairman, Director and Member, Dividend Policy and Investment
Committees Vice Chairman, Director and Chief Administrative Officer (since
1996), Executive Vice President (1987-1996) of MassMutual; Director (since
1994): MassMutual Holding Company and MassMutual Holding Company Two, Inc.
(wholly-owned holding company subsidiaries of MassMutual); MassMutual
Holding Company Two MSC, Inc. (wholly-owned holding company subsidiary of
MassMutual Holding Company Two, Inc.); and Mirus Insurance Company (formerly
MML Pension Insurance Company, a wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director (since 1995), National Capital
Health Plan, Inc. (health maintenance organization), Washington, D.C.
Barbara S. Preiskel
Director and Member, Auditing and Human Resources Committees Attorney-at-
Law, 60 East 42nd Street, New York, New York; Director: Textron, Inc.
(diversified manufacturing company), 40 Westminster Street, Providence,
Rhode Island; General Electric Company (diversified manufacturer electrical
products), 3135 Easton Turnpike, Fairfield, Connecticut; The Washington Post
Company (publisher of daily newspaper), Washington, D.C.; American Stores
Company (operator of supermarkets and drugstores), 709 East South Temple,
Salt Lake City, Utah.
David E. Sams, Jr.
President, Chief Operating Officer, Director and Member, Board Affairs,
Dividend Policy and Investment Committee President, Chief Operating Officer
and Director (since 1996) of MassMutual, 1295 State Street, Springfield,
Massachusetts; Chairman (1994-1996), President and Chief Executive Officer
(1993-1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut; President and Chief Executive Officer-Agency Group
(1987-1993), Providian Corporation (formerly Capital Holding Corporation, a
holding company for insurance companies), Louisville, Kentucky; Director
(since 1995), Health Insurance of Vermont, Inc. and Kentucky Medical
Insurance Company; Director (1995), United States Chamber of Commerce;
Corporator, Saint Francis Hospital and Medical Center, Hartford,
Connecticut.
Thomas B. Wheeler
Chairman, Chief Executive Officer, Chairman, Investment Committee and
Member, Dividend Policy and Board Affairs Committees Chairman (since 1996),
Chief Executive Officer (since 1988), and President (1987-1996) of
MassMutual; Chairman and Chief Executive Officer (since 1995), DLB
Acquisition Corporation (holding company for investment advisers); Chairman
of the Board of Directors (since 1994), Mirus Insurance Company (formerly
MML Pension Insurance Company, a wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices, 1295 State
Street, Springfield, Massachusetts); Director, The First National Bank of
Boston and Bank of Boston Corporation (bank holding company), 100 Federal
Street, Boston, Massachusetts and Massachusetts Capital Resources Company,
545 Boylston Street, Boston, Massachusetts; Chairman and Director,
Oppenheimer Acquisition Corp. (parent of Oppenheimer Management Corporation,
an investment management company), Two World Trade Center, New York, New
York; Director (since 1993), Textron, Inc. (diversified manufacturing
company), 40 Westminster Street, Providence, Rhode Island; Chairman of the
Board of Directors (1992-1995), Concert Capital Management, Inc. (wholly-
owned investment advisory subsidiary of MassMutual Holding Company), One
Memorial Drive, Cambridge, Massachusetts.
Alfred M. Zeien
Director and Member Board Affairs and Human Resources Committees Chairman
and Chief Executive Officer, The Gillette Company (manufacturer of personal
care products), Prudential Tower Building, Boston, Massachusetts; Director:
Polaroid Corporation (manufacturer of photographic products), 549 Technology
Square, Cambridge, Massachusetts; Repligen Corporation (biotechnology), One
Kendall Square, Cambridge, Massachusetts; Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; and Raytheon
Corporation (electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Trustee, University Hospital of Boston, Massachusetts;
Trustee (since 1994), Marine Biology Laboratory and Woods Hole Oceanographic
Institute, Woods Hole, Massachusetts.
Executive Vice Presidents
Lawrence V. Burkett, Jr., Executive Vice
President and General Counsel
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), and Senior Vice President
and Associate
<PAGE>
General Counsel (1988-1992) of MassMutual; Director (since 1993), MassMutual
Holding Company and Director (since 1994), MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiaries of MassMutual); Director
(since 1994): MassMutual Holding Company Two MSC, Inc. (wholly-owned holding
company subsidiary of MassMutual Holding Company Two, Inc.) and Mirus
Insurance Company (formerly MML Pension Insurance Company, a wholly-owned
insurance subsidiary of MassMutual Holding Company Two MSC, Inc.) (principal
offices, 1295 State Street, Springfield, Massachusetts); Director (since
1994), Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate
investment adviser subsidiary of MassMutual Holding Company), 1500 Main
Street, Suite 1400, Springfield, Massachusetts; Director (since 1993),
Sargasso Mutual Insurance Co., Ltd., Victoria Hall, Victoria Street,
Hamilton, Bermuda; MassMutual of Ireland, Ltd. (wholly-owned subsidiary of
MassMutual Holding Company Two MSC, Inc. to provide group insurance claim
services), IDA Industrial Estate, Tipperary Town, Ireland; Chairman (since
1994), Director (since 1993), MML Reinsurance (Bermuda) Ltd. (wholly-owned
property and casualty reinsurance subsidiary of MassMutual Holding Company)
and Director (since 1995), MassMutual International (Bermuda) Ltd. (wholly-
owned subsidiary of MassMutual Holding Company that distributes variable
insurance products in overseas markets) (principal offices, 41 Cedar Avenue,
Hamilton, Bermuda).
John B. Davies, Executive Vice President
Executive Vice President (since 1994), Associate Executive Vice President
(1993-1994), General Agent (1982-1993) of MassMutual, 1295 State Street,
Springfield, Massachusetts; Director (since 1994), MML Investors Services,
Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding Company),
MML Insurance Agency, Inc. (wholly-owned subsidiary of MML Investors
Services, Inc.), MML Insurance Agency of Ohio, Inc. (subsidiary of MML
Insurance Agency, Inc.) and Director (since 1995), MML Insurance Agency of
Nevada, Inc. (subsidiary of MML Insurance Agency, Inc.) (principal offices,
1414 Main Street, Springfield, Massachusetts); Director (since 1994),
Cornerstone Real Estate Advisers, Inc. (wholly-owned real estate investment
adviser subsidiary of MassMutual Holding Company), 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director (since 1994), Life Underwriter
Training Council, 7625 Wisconsin Avenue, Bethseda, Maryland.
Daniel J. Fitzgerald, Executive Vice President,
Corporate Financial Operations
Executive Vice President, Corporate Financial Operations (since 1994),
Senior Vice President (1991-1994) of MassMutual; Vice President (since
1994), Director (since 1993), MassMutual Holding Company; and Vice President
and Director (since 1994), MassMutual Holding Company Two, Inc. (wholly-
owned holding company subsidiaries of MassMutual); Vice President and
Director (since 1994): MassMutual Holding Company Two MSC, Inc. (wholly-
owned holding company subsidiary of MassMutual Holding Company Two, Inc.);
Director (since 1994), Mirus Insurance Company (formerly MML Pension
Insurance Company, a wholly-owned insurance subsidiary of MassMutual Holding
Company Two MSC, Inc.); MML Bay State Life Insurance Company (wholly-owned
insurance subsidiary of MassMutual); MML Realty Management Corporation
(wholly-owned real estate management subsidiary of MassMutual Holding
Company); Director (since 1995), DLB Acquisition Corporation (holding
company for investment advisers); Director (1994-1995), MML Real Estate
Corporation (wholly-owned real estate management subsidiary of MassMutual
Holding Company) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1994), Concert Capital Management, Inc.
(wholly-owned investment advisory subsidiary of MassMutual Holding Company),
One Memorial Drive, Cambridge, Massachusetts; Director and Member,
Compensation Committee (since 1994), Cornerstone Real Estate Advisers, Inc.,
1500 Main Street, Suite 1400, Springfield, Massachusetts; Director, and
Member, Audit and Compensation Committees (since 1994), MML Investors
Services, Inc. (wholly-owned broker dealer subsidiary of MassMutual Holding
Company) and Director (1992-1993), MML Insurance Agency, Inc. (wholly-owned
subsidiary of MML Investors Services, Inc.) (principal offices, 1414 Main
Street, Springfield, Massachusetts) Director (since 1994), MassMutual of
Ireland, Ltd. (wholly-owned subsidiary of MassMutual Holding Company Two
MSC, Inc. to provide group insurance claim services), IDA Industrial
Estate, Tipperary Town, Ireland.
Lawrence L. Grypp, Executive Vice President
Executive Vice President of MassMutual; Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers) (principal
offices, 1295 State Street, Springfield, Massachusetts); Chairman and Member
Executive and Compensation Committees, MML Investors Services, Inc. (wholly-
owned broker-dealer subsidiary of MassMutual Holding Company) and Director
(1991-1993), MML Insurance Agency (wholly-owned insurance subsidiary of MML
Investors Services, Inc.) (principal offices, 1414 Main Street, Springfield,
Massachusetts); Director, Oppenheimer Acquisition Corp. (parent of
Oppenheimer Management Corporation, an investment management company), Two
World Trade Center, New York, New York: Director (since 1993), Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), One Memorial Drive, Cambridge, Massachusetts;
Trustee, The American College, Bryn Mawr, Pennsylvania.
James E. Miller, Executive Vice President
Executive Vice President of MassMutual; President, Director and Chief
Executive Officer (since 1994), Mirus Insurance Company (formerly MML
Pension Insurance Company, a wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman (since 1994) and Director, MassMutual
of Ireland Ltd. (wholly-owned subsidiary of MassMutual Holding Company Two
MSC, Inc. to provide group insurance claim services), IDA Industrial
20
<PAGE>
Estate, Tipperary Town, Ireland; Director (since 1995), National Capital
Health Plan, Inc. (health maintenance organization), Washington, D.C.;
Director: Benefit Panel Services, 888 South Figueroa Street, Los Angeles,
California; and National Capital Preferred Provider Organization, 7979 Old
Georgetown Road, Bethesda, Maryland; Director (since 1994), Sloan's Lake
Management Corp. (preferred provider organization), 1355 South Colorado
Boulevard, Denver, Colorado; Vice President and Treasurer, Dental Learning
Systems, New York, New York; Director (1990-1994), The Ethix Corporation,
12655 Southwest Center, Suite 180, Beaverton, Oregon.
John M. Naughton, Executive Vice President
Executive Vice President of MassMutual; Trustee and Member, Investment
Pricing Committee (since 1994), MassMutual Institutional Funds (open-end
investment company); Director (since 1995), DLB Acquisition Corporation
(holding company for investment advisers) (principal offices, 1295 State
Street, Springfield, Massachusetts); Chairman (since 1995) and Trustee,
Springfield Institution for Savings, 1441 Main Street, Springfield,
Massachusetts; Trustee, BayState Health Systems, 759 Chestnut Street,
Springfield, Massachusetts; and American International College, 1000 State
Street, Springfield, Massachusetts; Director, Oppenheimer Acquisition Corp.
(parent of Oppenheimer Management Corporation, an investment management
company), Two World Trade Center, New York, New York; Director (since 1993),
Association of Private Pension and Welfare Plans; Trustee (since 1994),
University of Massachusetts, Amherst, Massachusetts; Director (1992-1995),
Concert Capital Management, Inc. (wholly-owned investment advisory
subsidiary of MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts and Colebrook Group (commercial real estate management and
development), 1441 Main Street, Springfield, Massachusetts.
Gary E. Wendlandt, Executive Vice President
and Chief Investment Officer
Chief Investment Officer (since 1993), Executive Vice President (since 1992)
Senior Vice president (1983-1992) of MassMutual; Chairman (since 1995),
Trustee (since 1986) and President (1983-1995), MassMutual Corporate
Investors and Chairman (since 1995), Trustee (since 1988) and President
(1988-1995), MassMutual Participation Investors (closed-end investment
companies); Chairman (since 1995), Vice Chairman and Trustee (1993-1995) and
President (1988-1993), MML Series Investment Fund (open-end investment
company); Chairman, Chief Executive Officer and Member, Investment Pricing
Committee (since 1994), MassMutual Institutional Funds (open-end investment
company); Chairman and Chief Executive Officer (since 1994), President
(since 1993) and Director, MassMutual Holding Company (wholly-owned holding
company subsidiary of MassMutual); Chairman, President and Chief Executive
Officer (since 1994), MassMutual Holding Company Two, Inc. (wholly-owned
holding company subsidiary of MassMutual); Chairman and President (since
1994), Chief Executive officer (since 1995), MassMutual Holding Company Two
MSC, Inc. (wholly-owned holding company subsidiary of MassMutual Holding
Company Two, Inc.); Chairman (since 1994) and Director (since 1993), MML
Realty Management Corporation (wholly-owned real estate management
subsidiary of MassMutual Holding Company); President and Director (since
1995), DLB Acquisition Corporation (holding company for investment
advisers); Chairman (1994-1995) and Director (1993-1995), MML Real Estate
Corporation (wholly-owned real estate management subsidiary of MassMutual
Holding Company) (principal offices, 1295 State Street, Springfield,
Massachusetts); Chairman, Chief Executive Officer and Member Executive and
Compensation Committees (since 1994) and Member, Audit Committee (since
1995), Cornerstone Real Estate Advisers, Inc., 1500 Main Street,
Springfield, Massachusetts; President and Chief Executive Officer (since
1994) and Director, Concert Capital Management, Inc. One Memorial Drive,
Cambridge, Massachusetts; Director, Oppenheimer Acquisition Corporation
(parent of Oppenheimer Management Corporation, an investment management
company), Two World Trade Center, New York, New York; Supervisory Director,
MassMutual/Carlson CBO N.V. (collateralized bond fund), 6 John Gorsiraweg,
P.O. Box 3889, Willemstad, Curacao, Netherlands Antilles; Director, Merrill
Lynch Derivative Products, Inc., World Financial Center, North Tower, New
York, New York; Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities) and MassMutual Corporate
Value Limited (parent of MassMutual Corporate Value Partners Limited)
(principal offices, c/o BankAmerica Trust and Banking Corporation, Box 1096,
George Town, Grand Cayman, Cayman Islands, British West Indies); Director
(since 1995), Mass Seguros de Vida, S.A., Huerfanos No.770, Santiago, Chile;
President and Director (since 1995), MassMutual International (Bermuda) Ltd.
(wholly-owned subsidiary of MassMutual Holding Company that distributes
variable insurance products in overseas markets), 41 Cedar Avenue, Hamilton,
Bermuda.
The Guaranteed Principal
Account
Because of the exemptive and exclusionary provisions, interests in MassMutual's
general account (which include interests in the Guaranteed Principal Account)
are not registered under the Securities Act of 1933 and the general account is
not registered as an investment company under the Investment Company Act of
1940, as amended. Accordingly, neither the general account nor any interests
therein are subject to the provisions of these Acts, and MassMutual has been
advised that the staff of the Securities and Exchange Commission has not
reviewed the disclosures in the Prospectus relating to the general account.
Disclosures regarding the general account may, however, be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.
A Policyowner may allocate or transfer all or part of the Net Premium to the
GPA, and such amounts shall become part of MassMutual's general account assets.
The allocation or transfer of amounts to the GPA does not entitle a Policyowner
<PAGE>
to share in the investment experience of those assets. Instead, MassMutual
guarantees that those amounts allocated to the GPA which are in excess of any
Policy loans will accrue interest daily at an effective annual rate equal to (a)
4%, or (b) the greater of (1) 4% and (2) the rate determined by the Treasury
Bill Index less any tax charge which reflects the Policy's share of our federal
income tax liability. The interest rate credited to the GPA account value will
be affected by the option selected. This rate is selected at time of issue.
Policies issued prior to April, 1994, will be offered a one-time opportunity to
change the guaranteed rate from option (b) to option (a). For amounts equal to
any Policy loans, the guaranteed rate is the greater of (a) 4% and (b) the
Policy loan rate less a MassMutual declared charge for expenses and taxes. This
charge cannot exceed 2% (or 0.75% in some states). Although MassMutual is not
obligated to credit interest at a rate higher than this minimum, it may declare
a higher rate applicable for such periods as it deems appropriate. Upon request,
MassMutual will inform Policyowners of the then applicable rate. Since
MassMutual takes into account the need to provide for its expenses and
guarantees, the crediting rate declared by MassMutual shall be net of charges it
imposes against the earnings of the GPA.
Federal Income Tax
Considerations
The ultimate effect of federal income taxes on values under this Policy and upon
the economic benefit to the Policyowner or Beneficiary depends on MassMutual's
tax status and upon the tax status of the individual concerned. The discussion
contained herein is general in nature and is not an exhaustive discussion of all
tax questions that might arise under the Policies, and is not intended as tax
advice. Moreover, no representation is made as to the likelihood of continuation
of current federal income tax laws and Treasury Regulations or of the current
interpretations of the Internal Revenue Service. MassMutual reserves the right
to make changes in the Policy to assure that it continues to qualify as life
insurance for tax purposes. For complete information on federal and state tax
considerations, a qualified tax advisor should be consulted. No attempt is made
to consider any applicable state or other tax laws.
MassMutual - Tax Status. MassMutual is taxed as a life insurance company under
Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Separate
Account is not a separate entity from MassMutual and its operations form a part
of MassMutual.
Investment income and realized capital gains on the assets of the Separate
Account are reinvested and taken into account in determining Account Values. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policies. Under existing federal
income tax law, the Separate Account's investment income, including net capital
gains, is not taxed to MassMutual to the extent applied to increase reserves
associated with the Policies. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases or net decreases
must be adjusted for tax purposes by subtracting any amount attributable to
appreciation in the value of assets or by adding any amount attributable to
depreciation. MassMutual's basis in the assets underlying the Separate Account's
Policies will be adjusted for appreciation or depreciation, to the extent the
reserves are adjusted. Thus, corporate level gains and losses, and the tax
effect thereof, are eliminated.
Due to MassMutual's current tax status, no charge is made to the Separate
Account for MassMutual's federal income taxes that may be attributable to the
Separate Account. Periodically, MassMutual reviews the question of a charge to
the Separate Account for MassMutual's federal income taxes. A charge may be made
for any federal income taxes incurred by MassMutual that are attributable to the
Separate Account. Depending on the method of calculating interest on Policy
values allocated to the Guaranteed Principal Account (see preceding section), a
charge may be imposed for the Policy's share of MassMutual's federal income
taxes attributable to that account.
Under current state laws, MassMutual may incur state and local taxes (in
addition to premium taxes). At present, these taxes are not significant. If
there is a material change in state or local tax laws, MassMutual reserves the
right to charge the Separate Account for such taxes, if any, attributable to the
Separate Account.
Policy Proceeds, Premiums and Loans. MassMutual believes that the Policy meets
the statutory definition of life insurance under Code Section 7702 and hence
receives the same tax treatment as that accorded to fixed benefit life
insurance. Thus, the Death Benefit under the Policy is generally excludable from
the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an
exception to this general rule, where a Policy has been transferred for value,
only the portion of the Death Benefit which is equal to the total consideration
paid for the Policy may be excluded from gross income. The Policyowner is not
deemed to be in constructive receipt of the cash values, including increments
thereon, under the Policy until a full surrender or Withdrawal is made.
Upon a full surrender of a Policy for its Cash Surrender Value the Policyowner
may recognize ordinary income for federal tax purposes. Ordinary income is
computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt, exceeds the premiums paid but not previously recovered
and any other consideration paid for the Policy.
Decreases in Selected Face Amount and Withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) provides that where a reduction of
future benefits occurs during the first 15 years after a Policy is issued and
where there is a cash distribution associated with that reduction, the
Policyowner may be taxed on all or part of the amount distributed. After 15
years, such cash distributions are not subject to federal income tax, except to
the extent they exceed the total amount of premiums paid but not previously
recovered. Where the provisions of Code Section 7702(f) do not apply, a
Withdrawal is taxable only to the extent that it exceeds the Policyowner's as
yet unrecovered premium contributions. MassMutual suggests that you consult with
your tax adviser in advance of a proposed decrease in Selected Face Amount or
Withdrawal as to the portion, if any, which would be subject to federal income
tax.
A change of Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances.
MassMutual also believes that under current law any loan received under the
Policy will be treated as Policy Debt of
<PAGE>
a Policyowner, and that no part of any loan under a Policy will constitute
income to the Policyowner. Under the "personal" interest limitation provisions
of the Tax Reform Act of 1986, interest on Policy loans used for personal
purposes, which otherwise meet the requirements of Code Section 264, will no
longer be tax deductible. However, other rules may apply to allow all or part of
the interest expense as a deduction if the loan proceeds are used for "trade or
business" or "investment" purposes. See your tax advisor for further guidance.
If the Policy is owned by a business or corporation, the 1986 Act may impose
additional restrictions. The Act limits the interest deduction available for
loans against a business-owned Policy. It imposes an indirect tax upon the
inside build-up of gain in corporate-owned life insurance policies by way of the
corporate alternative minimum tax, for those corporations subject to the
alternative minimum tax. The corporate alternative minimum tax could also apply
to a portion of the amount by which Death Benefits received exceed the Policy's
date of death cash value.
Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary.
For complete information on the impact of changes with respect to the Policy and
federal and state tax considerations, a qualified tax advisor should be
consulted.
MassMutual cannot make any guarantee regarding the future tax treatment of any
Policy.
Modified Endowment Contracts. Contrary to the rules described above, loans and
other amounts distributed under a "modified endowment contract" are taxable to
the extent of any accumulated income in the Policy. In general, the amount which
may be subject to tax is the excess of the Account Value (both loaned and
unloaned) over the previously unrecovered premiums paid. Death benefits paid
under a modified endowment contract, however, are not taxed any differently from
death benefits payable under other life insurance contracts.
A Policy is a modified endowment contract if it satisfies the definition of life
insurance set out in the Internal Revenue Code, but fails the additional "7-pay
test." A Policy fails this test if the accumulated amount paid under the
contract at any time during the first seven contract years exceeds the total
premiums that would have been payable under a policy providing for guaranteed
benefits upon the payment of seven level annual premiums. A Policy which would
otherwise satisfy the 7-pay test will still be taxed as a modified endowment
contract if it is received in exchange for a modified endowment contract.
Certain changes will require a Policy to be retested to determine whether it has
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause the Policy to be retested as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into the Policy exceed the limits under the 7-pay test for a
policy with the reduced death benefit, the Policy will become a modified
endowment contract. This change is effective retroactively to the contract year
in which the actual premiums paid exceed the new 7-pay limits.
In addition, a "material change" occurring at any time while the Policy is in
force will require the policy to be retested to determine whether it continues
to meet the 7-pay test. A material change starts a new 7-pay test period. The
term "material change" includes many increases in death benefits. A material
change does not include an increase in death benefits which is attributable to
the payment of premiums necessary to fund the lowest level of death benefits
payable during the first seven contract years, or which is attributable to the
crediting of interest or dividends with respect to such premiums.
Since the Policy provides for flexible premium payments, we will carefully
monitor to determine whether increases in death benefits or additional premium
payments cause either the start of a new seven-year test period or the taxation
of distributions and loans. All additional premium payments will be considered.
If any amount is taxable as a distribution of income under a modified endowment
contract, it will also be subject to a 10% penalty tax. Limited exceptions from
the additional penalty tax are available for individual Policyowners. The
penalty tax will not apply to distributions: (i) that are made on or after the
date the taxpayer attains age 59 1/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, particularly where a Policy
is owned by other than an individual Insured, a qualified tax advisor should be
consulted.
Once a Policy fails the 7-pay test, loans and distributions occurring in the
year of failure and thereafter become subject to the rules for modified
endowment contracts. In addition, a recapture provision applies to loans and
distributions received in anticipation of failing the 7-pay test. Any
distribution or loan made within two years prior to failing the 7-pay test is
considered to have been made in anticipation of the failure.
Under certain circumstances, a loan or other distribution under a modified
endowment contract may be taxable even though it exceeds the amount of income
accumulated in the Policy. For purposes of determining the amount of income
received from a modified endowment contract, the law requires the aggregation of
all modified endowment contracts issued to the same Policyowner by an insurer
and its affiliates within the same calendar year. Therefore, loans and
distributions from any one such Policy are taxable to the extent of the income
accumulated in all the contracts required to be aggregated.
Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the Trust is required to diversify
its investments. The Final Regulations generally require that on the last day of
each quarter of a calendar year no more than 55% of the value of the Trust's
assets is represented by any one investment, no more than 70% is represented by
any two investments, no more than 80% is represented by any three investments,
and no more than 90% is represented by any four investments. A "look-through"
rule applies to treat a pro-rata portion of each asset of the Trust as an asset
of the Separate Account. All securities of the same issuer are treated as a
single investment. However, each
23
<PAGE>
Government agency or instrumentality is treated as a separate issuer.
With respect to variable life insurance contracts, the general diversification
requirements are modified if any of the assets of the Separate Account are
direct obligations of the United States Treasury. In this case, there is no
limit on the investment that may be made in United States Treasury Securities,
and for purposes of determining whether assets other than United States Treasury
Securities are adequately diversified, the generally applicable percentage
limitations are increased based on the value of the Separate Account's
investment in United States Treasury Securities. Notwithstanding this
modification of the general diversification requirements, the Funds of the Trust
will be structured to comply with the general diversification standards because
they serve as an investment vehicle for certain variable annuity contracts which
must comply with the general standards.
In connection with the issuance of the temporary regulations prior to the Final
Regulations, the Treasury announced that such temporary regulations did not
provide guidance concerning the extent to which Policyowners may direct their
investments to particular divisions of a separate account. Regulations in this
regard were not issued in connection with the Final Regulations, however. It is
not clear, at this time, what future regulations might provide. It is possible
that if future regulations are issued, the Policy may need to be modified to
comply with such regulations. For these reasons, MassMutual reserves the right
to modify the Policy, as necessary, to prevent the Policyowner from being
considered the owner of the assets of the Separate Account.
MassMutual intends to comply with the Final Regulations to assure that the
Policy continues to qualify as life insurance for federal income tax purposes.
Additional Provisions Of The
Policy
Reinstatement Option. For a period of five (5) years after termination, you, as
Policyowner, can request that we reinstate the Policy during the Insured's
lifetime. We will not reinstate the Policy if it has been returned for its Cash
Surrender Value. Note that a termination or reinstatement may cause the Policy
to become a modified endowment contract.
Before we will reinstate the Policy, we 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 us; and
. Where necessary, a signed acknowledgement that the Policy has become a
modified endowment contract.
If we do reinstate the Policy, the Selected Face Amounts for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.
Payment Options. All or part of the Death Benefit or Cash Surrender Value may be
taken in cash or as a series of level payments. Proceeds applied will no longer
be affected by the investment experience of the Separate Account divisions or
the GPA.
To receive payments, the proceeds to be applied must be at least $2,000. If the
payments under any option are less than $20 each, we reserve the right to make
payments at less frequent intervals. Payment options are as described below.
Fixed Amount Payment Option. Each monthly payment is for an agreed fixed amount
not less than $10 for each $1,000 applied under the option. Interest of at least
3% per year is credited each month on the unpaid balance and added to it.
Payments continue until the amount we hold runs out.
Fixed Time Payment Option. Equal monthly payments are 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 interest rate we credit to the unpaid
balance. This interest rate will not be less than 3% per year.
Interest Payment Option. We hold amounts applied under this option and pay
interest on the unpaid balance of at least 3% per year.
Lifetime Payment Option. Equal monthly payments are based on the life of a named
person. Payments continue for the lifetime of that person. Three variations are
available:
. Payments for life only;
. Payments guaranteed for five, ten or twenty years; or
. Payments guaranteed for the amount applied.
Joint Lifetime Payment Option. Equal monthly payments are based on the lives of
two named persons. While both named persons are living, one payment is made each
month. When one of the named persons dies, the same payment continues for the
lifetime of the other. Two variations are available:
. Payment for two lives only. No specific number of payments is guaranteed.
Under this option there may be one payment if the two named persons die prior
to the second payments.
. Payments guaranteed for 10 years.
Joint Lifetime Payment Option with Reduced Payments. Monthly payments are based
on the lives of two named persons. While both named persons are living, one
payment will be made each month. When one dies, payments are reduced by one-
third and will continue for the lifetime of the other.
Withdrawal Rights under Payment Options. If provided in the payment option
election, all or part of the unpaid balance may be withdrawn or applied under
any other option. Payments which are based on a named person's life may not be
withdrawn.
Beneficiary. A Beneficiary is any person named on our records to receive
insurance proceeds after the Insured dies. You name the Beneficiary when you
apply for the Policy. 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.
Any Beneficiary may be named an irrevocable beneficiary. An irrevocable
beneficiary is one whose consent is needed to change that Beneficiary. The
consent of any irrevocable
24
<PAGE>
beneficiary is needed to exercise any Policy right except the right to:
. Change the frequency of premium payments.
. Change the premium payment plan.
. Reinstate the Policy after termination.
If no Beneficiary is living when the Insured dies, unless provided otherwise the
Death Benefit is paid to the Owner or, if deceased, the Owner's estate.
Changing the Owner or Beneficiary. The Owner or any Beneficiary may be changed
during the Insured's lifetime by writing to our Home Office. The change takes
effect as of the date of the request, even if the Insured dies before we receive
it. Each change is subject to any payment we made or other action by MassMutual
prior to receipt of the request.
Right to Substitute Insured. Upon written application to MassMutual, the Policy
may be transferred to the life of a substitute Insured. The transfer becomes
effective upon the Transfer Date, which is the Policy Anniversary which is on,
or next follows, the latter of the date we approve the application for transfer;
and the date any required cost associated with the transfer is paid, subject to
the following conditions:
. This Policy must be in force on the Transfer Date.
. A written application for the transfer and payment of any required cost to
transfer must be approved by us at our Home Office.
. Evidence of insurability of the substitute Insured, satisfactory to us, is
required.
. The substitute Insured must not have been under 20 years of age on the
birthday nearest the Policy Date of this Policy.
. The substitute Insured must not be over 65 years of age on the birthday
nearest the Transfer Date.
. The Owner of this Policy after it has been transferred must have an insurable
interest in the life of the substitute Insured.
The Selected Face Amount for the substitute Insured will be determined as for a
new Insured. The Account Value immediately after transfer will be equal to: (i)
the Account Value immediately before the transfer, plus (ii) any net premium
necessary to make the cash surrender value, immediately before the monthly
charges are deducted on the Transfer Date, at least 12 times the monthly
charges, minus (iii) any amount which must be refunded (so that the amount at
risk is not greater than the Selected Face Amount), minus (iv) the monthly
charges on the Transfer Date. Future charges against the Policy will be based on
the life of the substitute Insured.
The costs to transfer are an administrative fee of $75, plus any premium
necessary to effect the transfer, plus any excess Policy Debt not repaid prior
to transfer. Excess Policy Debt is the amount by which Policy Debt exceeds the
maximum loan available after transfer. Any such excess must be repaid on or
before the Transfer Date.
The incontestability and suicide periods begin to run anew from the Transfer
Date. Any assignments existing on the Transfer Date will continue to apply.
The Internal Revenue Service has ruled that a substitution of Insureds is an
exchange of contracts which does not qualify for the tax deferral available
under Code Section 1035. Therefore upon a substitution of Insureds, the
Policyowner must include in current gross income all the previously unrecognized
gain in the Policy.
Assignment. The Policy may be assigned as collateral for a loan or other
obligation, subject to any outstanding Policy Debt. But for any assignment to be
binding on us, we must receive a signed copy of it at our Home Office. We are
not responsible for the validity of any assignment.
Any amounts due to an assignee of the Policy which is assigned will be paid in
one sum.
Dividends. Each year MassMutual determines the divisible surplus, or the money
available to pay dividends. Each Policy may receive a dividend based upon its
contribution to this divisible surplus. MassMutual does not expect that any
dividends will be paid under the Policies.
Any dividend will be payable on the Policy Anniversary Date.
If the Insured dies after the first Policy Year, the Death Benefit includes a
pro rata share of any dividend allocated to the Policy for the year death
occurs.
Limits on Our Right to Challenge the Policy. We must bring any legal action to
contest the validity of a Policy within two years from its Issue Date. After
that we cannot contest its validity, except for failure to pay premiums.
Misstatement of Age or Sex. If the Insured's date of birth or sex 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 and sex. If the
adjustment is made before the Insured dies, then future monthly deductions will
be based on the correct age and sex.
Suicide. If the Insured commits suicide within two years from the Issue Date and
while the Policy is in force, we pay a limited Death Benefit in one sum to the
Beneficiary. The limited Death Benefit is the amount of premiums paid for the
Policy, less any Policy Debt or amounts withdrawn.
When We Pay Proceeds. If the Policy has not terminated, payment of the Cash
Surrender Value, loan proceeds or the Death Benefit are made within 7 days after
we receive any required documents at our Home Office. But we can delay payment
of the Cash Surrender Value or any Withdrawal from the Separate Account, loan
proceeds attributable to the Separate Account, or the Death Benefit during any
period that:
. 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 a
state of emergency exists; or
. the Securities and Exchange Commission (or its successor) permits us to delay
payment for the protection of our policy owners.
We may delay paying any Cash Surrender Value or loan proceeds based on the GPA
for up to 6 months from the date the request was received at our Home Office.
We can delay payment of the entire Death Benefit if payment is contested.
25
<PAGE>
We investigate all death claims arising within the two-year contestable period.
Upon receiving the information from a completed investigation, we generally make
a determination within five days as to whether the claim should be authorized
for payment. Payments are made promptly after authorization. If payment is
delayed for 10 working days or more from the effective date of surrender or
Withdrawal, we add interest at the same rate as is paid under the Interest
Payment Option for the same period of time. The minimum amount of such interest
is $25.
Records And Reports
All records and accounts relating to the Separate Account and the GPA are
maintained by MassMutual. Each year within 30 days after the Policy Anniversary,
we will mail you a report showing the Account Value at the beginning of the
previous Policy Year, all premiums paid since that time, all additions to and
deductions from Account Value during the year, and the Account Value, Death
Benefit, Cash Surrender Value and Policy Debt as of the latest Policy
Anniversary. This report contains any additional information required by any
applicable law or regulation.
Sales And Other Agreements
Effective May 1, 1996, MML Distributors, LLC ("MML Distributors"), 1414 Main
Street, Springfield, MA 01144-1013, is the principal underwriter of the Policies
pursuant to an Underwriting and Servicing Agreement to which MML Distributors,
MassMutual and the Separate Account are parties. Prior to May 1, 1996, MML
Investors Services, Inc. ("MMLISI"), also located at 1414 Main Street,
Springfield, MA 01144-1013, served as the principal underwriter of the Policy.
Effective May 1, 1996, MMLISI serves as the co-underwriter of the Policies. Both
MML Distributors and MMLISI are registered with the Securities and Exchange
Commission (the "SEC") as broker-dealers under the Securities Exchange Act of
1934 and are members of the National Association of Securities Dealers, Inc.
(the "NASD").
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the SEC and are members of the NASD ("selling
brokers"). We sell the Policies through agents who are licensed by state
insurance officials to sell the Policies. These agents are also registered
representatives of selling brokers or of MMLISI.
When an application for one of the Policies is completed, it is submitted to us.
We or the selling broker perform suitability review and, in some cases, we
perform insurance underwriting. We determine whether to accept or reject the
application for the Policy and the Insured's risk classification. If the
application is not accepted, we will refund any premium that has been paid.
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policies of the Separate Account. Compensation paid to
MMLISI in 1995 was $28,706. No compensation was paid to MML Distributors during
1995. Commissions are paid through MMLISI and MML Distributors to agents and
selling brokers for selling the Policies. During 1995 such payments amounted to
$672,935.
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota and Washington; and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio and West Virginia.
Commissions Schedule. Agents or selling brokers receive commissions as a
percentage of the premium payable in each Policy Year. This percentage is set
based on the total annual planned premium for all Policies in a Case as shown in
the applications. It is not affected by subsequent changes under the Case. The
maximum commission percentage for the first Policy Year is 10% of the premiums
paid in the first Policy Year up to the Policy's minimum annual planned premium,
plus 2.35% of any additional premiums paid. The maximum commission percentage in
each future Policy Year is 3.8% of all premiums paid in that year.
Agents may receive commissions at lower rates on Policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries.
Agents under financing agreement with a general agent of MassMutual may be
compensated differently.
Agents who meet certain productivity and persistency standards in selling
MassMutual policies are eligible for added compensation.
General agents receive commissions based on different schedules.
Bonding Arrangement. An insurance company blanket bond is maintained providing
$25,000,000 coverage for officers and employees of MassMutual (subject to a
$350,000 deductible) and $25,000,000 coverage for MassMutual's general agents
and agents (also subject to a $350,000 deductible).
Legal Proceedings
We are currently not involved in any material legal proceedings.
Experts
The financial statements of the Separate Account and the supplemental financial
statements of MassMutual included in this Prospectus have been included herein
in reliance on the reports of Coopers & Lybrand L.L.P., Springfield,
Massachusetts 01101, independent accountants, given on the authority of that
firm as experts in accounting and auditing. Coopers & Lybrand's report on the
supplemental financial statements of MassMutual includes explanatory paragraphs
relating to the retroactive effect of the merger of MassMutual and Connecticut
Mutual Life Insurance Company, and the pending sale of a wholly-owned insurance
subsidiary.
Actuarial matters in this Prospectus have been examined by C. Dale Games,
F.S.A., Second Vice President for MassMutual. His opinion on actuarial matters
is filed as an exhibit to the registration statements we filed with the SEC.
Financial Statements
The financial statements of MassMutual and the Large Case Variable Life Plus
segment of the Separate Account included herein should be considered only as
bearing upon the ability of MassMutual to meet its obligations under the Policy.
26
<PAGE>
Report Of Independent Accountants
To the Board of Directors and Policyowners of
Massachusetts Mutual Life Insurance Company
We have audited the statement of assets and liabilities of the MML Equity
Division, MML Money Market Division, MML Managed Bond Division, MML Blend
Division, Oppenheimer High Income Division, Oppenheimer Capital Appreciation
Division and Oppenheimer Global Securities Division of the Large Case Variable
Life Plus segment of Massachusetts Mutual Variable Life Separate Account I as of
December 31, 1995, and the related statements of operations for the year then
ended, and the statement of changes in net assets of MML Equity Division, MML
Money Market Division, MML Managed Bond Division and MML Blend Division for each
of the two years in the period then ended, and the statement of changes in net
assets of Oppenheimer High Income Division, Oppenheimer Capital Appreciation
Division and Oppenheimer Global Securities Division for the year ended December
31, 1995 and for the period January 3, 1994 (date of commencement of operations)
to December 31, 1994. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
verification of investments owned as of December 31, 1995, by examination of the
records of MML Series Investment Fund and by confirmation with Oppenheimer
Variable Account Funds. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the MML Equity Division, MML
Money Market Division, MML Managed Bond Division, MML Blend Division,
Oppenheimer High Income Division, Oppenheimer Capital Appreciation Division and
Oppenheimer Global Securities Division of the Large Case Variable Life Plus
segment of Massachusetts Mutual Variable Life Separate Account I as of December
31, 1995, the results of their operations for the year then ended, and the
changes in net assets of the MML Equity Division, MML Money Market Division, MML
Managed Bond Division and MML Blend Division for each of the two years in the
period then ended, and the changes in net assets of the Oppenheimer High Income
Division, Oppenheimer Capital Appreciation Division and Oppenheimer Global
Securities Division for the year ended December 31, 1995 and for the period
January 3, 1994 (date of commencement of operations) to December 31, 1994, in
conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 9, 1996
27
<PAGE>
Massachusetts Mutual Variable Life Separate Account I -- Large Case Variable
Life Plus
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer
MML Money Managed MML High Capital
Equity Market Bond Blend Income Appreciation
Division Division Division Division Division Division
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments --
Number of shares (Note 2).............. 587,987 1,957,633 101,608 103,162 178,677 177,652
=========== ============ ========== =========== ========== ==========
Identified cost (Note 3B).............. $13,844,926 $ 1,957,633 $1,213,061 $ 1,944,657 $1,823,107 $5,345,825
=========== ============ ========== =========== ========== ==========
Value (Note 3A)........................ $15,242,912 $ 1,957,633 $1,264,832 $ 2,116,779 $1,899,339 $6,077,466
Dividends receivable.................... 578,304 8,592 19,577 62,652 -- --
Receivable from Massachusetts Mutual
Life Insurance Company................. -- -- -- 7 -- --
----------- ------------ ---------- ----------- ---------- ----------
Total assets.......................... 15,821,216 1,966,225 1,284,409 2,179,438 1,899,339 6,077,466
LIABILITIES
Payable to Massachusetts Mutual
Life Insurance Company................. 517 71 42 -- 62 195
----------- ------------ ---------- ----------- ---------- ----------
NET ASSETS.............................. $15,820,699 $ 1,966,154 $1,284,367 $ 2,179,438 $1,899,277 $6,077,271
=========== ============ ========== =========== ========== ==========
Net Assets:
For variable life insurance
policies............................... $15,806,987 $ 1,953,342 $1,273,005 $ 2,166,723 $1,893,501 $6,071,095
Retained in Variable Life
Separate Account I by
Massachusetts Mutual Life
Insurance Company...................... 13,712 12,812 11,362 12,715 5,776 6,176
----------- ------------ ---------- ----------- ---------- ----------
Net assets............................ $15,820,699 $ 1,966,154 $1,284,367 $ 2,179,438 $1,899,277 $6,077,271
=========== ============ ========== =========== ========== ==========
Accumulation units
Policyowners........................... 7,706,661 1,524,471 745,728 1,140,287 1,639,136 4,916,149
Massachusetts Mutual Life
Insurance Company..................... 6,687 10,000 6,656 6,692 5,000 5,000
----------- ------------ ---------- ----------- ---------- ----------
Total units (Note 8)................... 7,713,348 1,534,471 752,384 1,146,979 1,644,136 4,921,149
=========== ============ ========== =========== ========== ==========
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1995...................... $ 2.05 $ 1.28 $ 1.71 $ 1.90 $ 1.16 $ 1.23
December 31, 1994...................... 1.57 1.22 1.44 1.55 .96 .94
December 31, 1993...................... 1.51 1.18 1.50 1.52 -- --
December 31, 1992...................... 1.39 1.15 1.35 1.39 -- --
December 31, 1991...................... 1.26 1.12 1.26 1.27 -- --
<CAPTION>
Oppenheimer
Global
Securities
Division Total
------------ ------------
<S> <C> <C>
ASSETS
Investments --
Number of shares (Note 2).............. 687,834
===========
Identified cost (Note 3B).............. $10,217,735 $36,346,944
=========== ===========
Value (Note 3A)........................ $10,317,515 $38,876,476
Dividends receivable.................... -- 669,125
Receivable from Massachusetts Mutual
Life Insurance Company................. -- 7
----------- -----------
Total assets.......................... 10,317,515 39,545,608
LIABILITIES
Payable to Massachusetts Mutual
Life Insurance Company................. 337 1,224
----------- -----------
NET ASSETS.............................. $10,317,178 $39,544,384
=========== ===========
Net Assets:
For variable life insurance
policies............................... $10,312,446 $39,477,099
Retained in Variable Life
Separate Account I by
Massachusetts Mutual Life
Insurance Company...................... 4,732 67,285
----------- -----------
Net assets............................ $10,317,178 $39,544,384
=========== ===========
Accumulation units
Policyowners........................... 10,891,434
Massachusetts Mutual Life
Insurance Company..................... 5,000
-----------
Total units (Note 8)................... 10,896,434
===========
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1995...................... $ .95
December 31, 1994...................... .93
December 31, 1993...................... --
December 31, 1992...................... --
December 31, 1991...................... --
</TABLE>
See Notes to Financial Statements.
28
<PAGE>
Massachusetts Mutual Variable Life Separate Account I -- Large Case Variable
Life Plus
STATEMENT OF OPERATIONS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML High Capital Global
Equity Market Bond Blend Income Appreciation Securities
Division Division Division Division Division Division Division Total
-------- -------- -------- -------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)............. $ 578,476 $ 180,822 $ 99,370 $ 141,361 $ 210,012 $ 3,726 $ 47,838 $ 1,261,605
Expenses
Mortality and expense risk fee
(Note 4)....................... 29,377 13,445 5,975 9,505 7,690 7,651 14,687 88,330
----------- --------- --------- --------- --------- -------- --------- -----------
Net investment income (loss)
(Note 3C)...................... 549,099 167,377 93,395 131,856 202,322 (3,925) 33,151 1,173,275
Net realized and unrealized
gain (loss) on investments
Net realized gain (loss) on
investments (Notes 3 and 6)..... 54,476 -- 46,215 91,039 38,996 13,381 (5,647) 238,460
Change in net unrealized
appreciation/depreciation
of investments.................. 1,427,884 -- 105,076 286,499 117,329 726,097 162,287 2,825,172
----------- -------- --------- --------- --------- -------- --------- -----------
Net gain on investments......... 1,482,360 -- 151,291 377,538 156,325 739,478 156,640 3,063,632
----------- -------- --------- --------- --------- -------- --------- -----------
Net increase in net assets
resulting from operations....... $ 2,031,459 $ 167,377 $ 244,686 $ 509,394 $ 358,647 $ 735,553 $ 189,791 $ 4,236,907
=========== ========= ========= ========= ========= ========= ========= ===========
</TABLE>
See Notes to Financial Statements.
29
<PAGE>
Massachusetts Mutual Variable Life Separate Account I -- Large Case Variable
Life Plus
STATEMENT OF CHANGES IN NET ASSETS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML High Capital Global
Equity Market Bond Blend Income Appreciation Securities
Division Division Division Division Division Division Division Total
-------- -------- -------- -------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income (loss)..... $ 549,099 $ 167,377 $ 93,395 $ 131,856 $ 202,322 $ (3,925) $ 33,151 $ 1,173,275
Net realized gain (loss)
on investments.................. 54,476 -- 46,215 91,039 38,996 13,381 (5,647) 238,460
Change in net unrealized
appreciation/depreciation
of investments.................. 1,427,884 -- 105,076 286,499 117,329 726,097 162,287 2,825,172
----------- ------------ ---------- ----------- ---------- ---------- ----------- -----------
Net increase in net assets
resulting from operations....... 2,031,459 167,377 244,686 509,394 358,647 735,553 189,791 4,236,907
----------- ------------ ---------- ----------- ---------- ---------- ----------- -----------
Capital transactions: (Note 8)
Transfer of net premium.......... 2,702,545 21,618,465 752,770 374,328 648,684 783,313 1,672,425 28,552,530
Transfer to Guaranteed
Principal Account............... -- (69,895) -- (3,791) -- -- -- (73,686)
Withdrawal of surrender
values.......................... (244,457) (4,395,665) (102,318) (97,216) (26,113) (102,266) (60,532) (5,028,567)
Transfer due to death benefits... (2,894) (300) -- -- -- -- -- (3,194)
Transfer due to policy loan,
net of repayment................ (797) -- (2,689) (3,656) -- (292) (503) (7,937)
Transfer due to reimbursement
(payment) of accumulation unit
value fluctuation............... (16,996) 13,984 (1,364) 2,788 (315) (5,623) (12,352) (19,878)
Withdrawal due to charges
for administrative and
insurance costs................. (264,094) (267,040) (74,281) (156,704) (49,826) (63,084) (104,191) (979,220)
Divisional transfers.............. 8,096,573 (17,960,607) (695,780) (1,041,522) 440,525 4,141,688 7,019,123 --
----------- ------------ ---------- ----------- ---------- ---------- ----------- -----------
Net increase (decrease) in
net assets resulting from
capital transactions............ 10,269,880 (1,061,058) (123,662) (925,773) 1,012,955 4,753,736 8,513,970 22,440,048
----------- ------------ ---------- ----------- ---------- ---------- ----------- -----------
Total increase (decrease)......... 12,301,339 (893,681) 121,024 (416,379) 1,371,602 5,489,289 8,703,761 26,676,955
NET ASSETS, at beginning of
the year......................... 3,519,360 2,859,835 1,163,343 2,595,817 527,675 587,982 1,613,417 12,867,429
----------- ------------ ---------- ----------- ---------- ---------- ----------- -----------
NET ASSETS, at end of the year.... $15,820,699 $ 1,966,154 $1,284,367 $ 2,179,438 $1,899,277 $6,077,271 $10,317,178 $39,544,384
=========== ============ ========== =========== ========== ========== =========== ===========
</TABLE>
See Notes to Financial Statements.
30
<PAGE>
Massachusetts Mutual Variable Life Separate Account I -- Large Case Variable
Life Plus
STATEMENT OF CHANGES IN NET ASSETS
For The Year Ended December 31, 1994 and *For The Period January 3, 1994
(Date of Commencement of Operations) Through December 31, 1994
<TABLE>
<CAPTION>
MML MML *Oppenheimer *Oppenheimer *Oppenheimer
MML Money Managed MML High Capital Global
Equity Market Bond Blend Income Appreciation Securities
Division Division Division Division Division Division Division Total
-------- -------- -------- -------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income (loss).... $ 127,542 $ 67,565 $ 49,599 $ 138,983 $ 31,614 $ 43 $ (3,878) $ 411,468
Net realized gain (loss)
on investments................. 13,299 -- (26,513) (7,105) (210) (2,744) 91 (23,182)
Change in net unrealized
appreciation/depreciation
of investments................. (33,212) -- (31,354) (79,937) (41,097) 5,544 (62,507) (242,563)
---------- ----------- ---------- ---------- -------- -------- ---------- -----------
Net increase (decrease) in
net assets resulting from
operations..................... 107,629 67,565 (8,268) 51,941 (9,693) 2,843 (66,294) 145,723
---------- ----------- ---------- ---------- -------- -------- ---------- -----------
Capital transactions: (Note 8)
Transfer of net premium........ 363,491 8,964,251 83,569 408,847 461,428 153,123 157,345 10,592,054
Transfer from (to)
Massachusetts Mutual Life
Insurance Company............. (5,000) -- (5,000) (5,000) 5,000 5,000 5,000 --
Transfer to Guaranteed
Principal Account............. -- (44,939) (3,097) -- -- -- -- (48,036)
Withdrawal of surrender values. (75,143) (9,814) (23,586) (155,277) -- -- -- (263,820)
Transfer due to policy loan,
net of repayment.............. (360) (2) (19) (3,284) -- -- -- (3,665)
Transfer due to reimbursement
(payment) of accumulation unit
value fluctuation............. (1,256) 20,218 (632) 35 421 (666) 36 18,156
Withdrawal due to charges for
administrative and insurance
costs......................... (153,405) (241,539) (53,219) (210,861) (16,908) (26,206) (58,319) (760,457)
Divisional transfers........... 2,769,233 (5,994,402) 730,763 377,442 87,427 453,888 1,575,649 --
---------- ----------- ---------- ---------- -------- -------- ---------- -----------
Net increase in net assets
resulting from capital
transactions.................. 2,897,560 2,693,773 728,779 411,902 537,368 585,139 1,679,711 9,534,232
---------- ----------- ---------- ---------- -------- -------- ---------- -----------
Total increase.................. 3,005,189 2,761,338 720,511 463,843 527,675 587,982 1,613,417 9,679,955
NET ASSETS, at beginning of
the year/period................ 514,171 98,497 442,832 2,131,974 -- -- -- 3,187,474
---------- ----------- ---------- ---------- -------- -------- ---------- -----------
NET ASSETS, at end of the
year............................ $3,519,360 $ 2,859,835 $1,163,343 $2,595,817 $527,675 $587,982 $1,613,417 $12,867,429
========== =========== ========== ========== ======== ======== ========== ===========
</TABLE>
See Notes to Financial Statements.
31
<PAGE>
Massachusetts Mutual Variable Life Separate Account I -- Large Case Variable
Life Plus
Notes To Financial Statements
1. HISTORY
Massachusetts Mutual Variable Life Separate Account I ("Separate Account
I") is a separate investment account established on July 13, 1988 by
Massachusetts Mutual Life Insurance Company ("MassMutual") in accordance
with the provisions of Section 132G of Chapter 175 of the Massachusetts
General Laws.
MassMutual maintains four segments within Separate Account I. The initial
segment ("Variable Life Plus Segment") is used exclusively for MassMutual's
flexible premium variable whole life insurance policy, known as Variable
Life Plus.
On March 30, 1990, MassMutual established a second segment ("Large Case
Variable Life Plus Segment") within Separate Account I to be used
exclusively for MassMutual's flexible premium variable whole life insurance
policy with table of selected face amounts, known as Large Case Variable
Life Plus.
On July 5, 1995, MassMutual established a third segment ("Strategic
Variable Life Segment") within Separate Account I to be used exclusively
for MassMutual's flexible premium variable whole life insurance policy with
tables of selected face amounts, known as Strategic Variable Life.
On July 24, 1995, MassMutual established a fourth segment ("Variable Life
Select Segment") within Separate Account I to be used exclusively for
MassMutual's flexible premium variable whole life insurance policy, known
as Variable Life Select.
The Separate Account I operates as a registered unit investment trust
pursuant to the Investment Company Act of 1940 and the rules promulgated
thereunder. MassMutual paid $40,000 to the Large Case Variable Life Plus
Segment on March 30, 1990 to provide initial capital: 12,146 shares were
purchased in the four series of shares of the management investment company
described in Note 2 supporting the divisions of the Large Case Variable
Life Plus Segment. On January 3, 1994, MassMutual removed $15,000 of the
initial capital from three of the four series of shares of the management
investment company supporting the divisions of the Large Case Variable Life
Plus Segment.
On January 3, 1994, MassMutual paid $15,000 to provide the initial capital
for the Large Case Variable Life Plus Segment's three new divisions: 918
shares were purchased in the management investment company described in
Note 2 supporting the three new divisions of the Large Case Variable Life
Plus Segment.
2. INVESTMENT OF THE LARGE CASE VARIABLE LIFE PLUS SEGMENT'S ASSETS
The Large Case Variable Life Plus Segment maintains seven divisions. The
MML Equity Division invests in shares of MML Equity Fund, the MML Money
Market Division invests in shares of MML Money Market Fund, the MML Managed
Bond Division invests in shares of MML Managed Bond Fund and the MML Blend
Division invests in shares of MML Blend Fund. The Oppenheimer High Income
Division invests in shares of Oppenheimer High Income Fund, the Oppenheimer
Capital Appreciation Division invests in shares of Oppenheimer Capital
Appreciation Fund, and the Oppenheimer Global Securities Division invests
in shares of Oppenheimer Global Securities Fund.
MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund are the four series of MML Series Investment Fund (the "MML Trust").
The MML Trust is a no-load, registered, open-end, diversified management
investment company for which MassMutual acts as investment manager. Concert
Capital Management, Inc. ("Concert Capital"), a wholly-owned subsidiary of
DLB Acquisition Corporation which is a controlled subsidiary of MassMutual,
serves as investment sub-advisor to the MML Equity Fund and the Equity
Sector of the MML Blend Fund.
Oppenheimer High Income Fund, Oppenheimer Capital Appreciation Fund and
Oppenheimer Global Securities Fund (the "Oppenheimer Funds") are part of
the Oppenheimer Variable Account Funds (the "Oppenheimer Trust"). The
Oppenheimer Trust is a registered, open-end, diversified management
investment company, which is available to act as the investment vehicle for
separate accounts for variable insurance policies. Oppenheimer Management
Corporation ("OMC') serves as investment advisor to the Oppenheimer Trust,
(effective January 5, 1996, the name of OMC was changed to
Oppenheimer Funds, Inc.).
32
<PAGE>
Notes To Financial Statements (Continued)
In addition to the seven divisions of the Large Case Variable Life Plus
Segment, a policyowner may also allocate funds to the Guaranteed Principal
Account, which is part of MassMutual's general account. Because of
exemptive and exclusionary provisions, interests in the Guaranteed
Principal Account, which is part of MassMutual's general account, are not
registered under the Securities Act of 1933 and the general account is not
registered as an investment company under the Investment Company Act of
1940.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Large Case Variable Life Plus Segment in the
preparation of the financial statements in conformity with generally
accepted accounting principles.
A. Investment Valuation
The investments in MML Trust and the Oppenheimer Trust are each stated at
market value which is the net asset value of each of the respective
underlying funds.
B. Accounting For Investments
Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the ex-
dividend date.
C. Federal Income Taxes
MassMutual is taxed under federal law as a life insurance company under the
provisions of the 1986 Internal Revenue Code, as amended. The Large Case
Variable Life Plus Segment is part of MassMutual's total operation and is
not taxed separately. The Large Case Variable Life Plus Segment will not be
taxed as a "regulated investment company" under Subchapter M of the
Internal Revenue Code. Under existing federal law, no taxes are payable on
investment income and realized capital gains of the Large Case Variable
Life Plus Segment credited to the policies. Accordingly, MassMutual does
not intend to make any charge to the Large Case Variable Life Plus
Segment's divisions to provide for company income taxes. MassMutual may,
however, make such a charge in the future if an unanticipated change of
current law results in a company tax liability attributable to the Large
Case Variable Life Plus Segment.
D. Policy Loan
When a policy loan is made, the Large Case Variable Life Plus Segment
transfers the amount of the loan to MassMutual, thereby decreasing both the
assets and the reserves of the Large Case Variable Life Plus Segment by an
equal amount. The interest rate charged on any loan is 6% per year, or
where permitted, the policyowner may select an adjustable loan rate, in all
jurisdictions except Arkansas, at the time of application. Loan repayments
result in the transfer of values equal to the repayment from the loaned
portion of the Guaranteed Principal Account to the non-loaned portion of
the Guaranteed Principal Account and the divisions of the Large Case
Variable Life Plus Segment.
The policyowner earns interest at a rate which is the greater of 4% or the
policy loan rate less a MassMutual declared charge (maximum .75%) for
expenses and taxes.
E. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
4. CHARGES
MassMutual charges the Large Case Variable Life Plus Segment's divisions
for the mortality and expense risks it assumes. The charge is made daily at
an effective annual rate of 0.40% of the value of each division's net
assets.
MassMutual makes certain deductions from the annual premium before amounts
are allocated to the Large Case Variable Life Plus Segment and the
Guaranteed Principal Account. The deductions are for sales charges and
state premium taxes. No additional deductions are taken when money is
transferred from the Guaranteed Principal Account to the Large Case
Variable Life Plus Segment. MassMutual also makes certain charges for the
cost of insurance and administrative costs.
33
<PAGE>
Notes To Financial Statements (Continued)
5. SALES AGREEMENTS
MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, acts as principal underwriter (as defined in the Investment
Company Act of 1940, as amended) of the policies pursuant to an agreement
among MMLISI, MassMutual and Separate Account I. Registered representatives
of MMLISI, authorized as variable life insurance agents under applicable
state insurance laws, sell the policies.
Under the sales agreement among MMLISI, MassMutual and Separate Account I,
agents receive commissions and service fees from MMLISI for selling and
servicing the policies. MassMutual reimburses MMLISI for such compensation
and for other expenses incurred in marketing and selling the policies.
6. PURCHASES AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML High Capital Global
For The Year Ended Equity Market Bond Blend Income Appreciation Securities
December 31, 1995 Division Division Division Division Division Division Division
-------------------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Cost of purchases....... $10,875,867 $24,594,692 $1,131,037 $ 952,725 $2,401,194 $4,908,166 $9,143,954
Proceeds from sales..... 497,741 25,486,411 1,160,670 1,729,474 1,185,878 158,173 596,529
Average monthly value
of securities.......... 7,577,418 2,796,367 1,447,918 2,375,770 1,862,721 2,124,448 4,048,478
</TABLE>
7. NET INVESTMENT RETURN
The following table shows the net investment return for each division in
the Large Case Variable Life Plus Segment:
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML High Capital Global
Equity Market Bond Blend Income Appreciation Securities
Division Division Division Division Division Division Division
-------- ----------- ----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
For the Year Ended December 31, 1995... 26.63% 5.81% 16.87% 21.35% 19.26% 34.64% 4.69%
For the Year Ended December 31, 1994
and *For the Period January 3, 1994
(Date of Commencement of Operations)
Through December 31, 1994............. 4.58% 3.33% (1.23)% 2.14% *(2.72)% *0.81% *(6.17)%
For the Year Ended December 31, 1993... 8.28% 2.33% 4.07% 8.54% -- -- --
For the Year Ended December 31, 1992... 9.74% 2.72% 6.76% 8.73% -- -- --
For the Year Ended December 31, 1991... 15.42% 6.04% 16.82% 16.05% -- -- --
</TABLE>
The net investment return for each division of the Large Case Variable Life
Plus Segment is computed using the net increase in net assets resulting
from operations as compared to the average monthly net assets. The net
investment return figures shown above do not reflect expenses related to
insurance products. Inclusion of such expenses would reduce the net
investment return figures for all periods shown.
34
<PAGE>
Notes To Financial Statements (Continued)
8. NET INCREASE (DECREASE) IN ACCUMULATION UNITS
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML High Capital Global
For The Year Ended Equity Market Bond Blend Income Appreciation Securities
December 31, 1995 Division Division Division Division Division Division Division
- ------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Units purchased................... 1,539,221 17,138,525 476,211 214,619 607,924 738,795 1,771,180
Units withdrawn and transferred
to Guaranteed Principal Account.. (287,636) (3,767,540) (116,379) (154,072) (71,573) (167,596) (178,395)
Units transferred between
divisions........................ 4,220,389 (14,183,662) (416,191) (591,133) 560,099 3,721,390 7,568,397
--------- ---------- ------- --------- --------- --------- ----------
Net increase (decrease)........... 5,471,974 (812,677) (56,359) (530,586) 1,096,450 4,292,589 9,161,182
Units, at beginning of the year... 2,241,374 2,347,148 808,743 1,677,565 547,686 628,560 1,735,252
--------- ---------- ------- --------- --------- --------- ----------
Units, at end of the year......... 7,713,348 1,534,471 752,384 1,146,979 1,644,136 4,921,149 10,896,434
========= ========== ======= ========= ========= ========= ==========
</TABLE>
<TABLE>
<CAPTION>
For The Year Ended December 31, 1994 and MML MML *Oppenheimer *Oppenheimer *Oppenheimer
*For The Period January 3, 1994 MML Money Managed MML High Capital Global
(Date of Commencement of Equity Market Bond Blend Income Appreciation Securities
Operations) Through December 31, 1994 Division Division Division Division Division Division Division
- ------------------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Units purchased....................... 234,587 7,556,179 58,066 268,058 475,497 170,688 164,153
Units withdrawn and transferred to
Guaranteed Principal Account......... (151,689) (257,120) (58,196) (245,582) (17,215) (28,652) (59,292)
Units transferred between divisions... 1,818,935 (5,035,521) 513,807 248,837 89,404 486,524 1,630,391
--------- --------- ------- --------- ------- ------- ---------
Net increase.......................... 1,901,833 2,263,538 513,677 271,313 547,686 628,560 1,735,252
Units, at beginning of the
year/period.......................... 339,541 83,610 295,066 1,406,252 -- -- --
--------- --------- ------- --------- ------- ------- ---------
Units, at end of the year............. 2,241,374 2,347,148 808,743 1,677,565 547,686 628,560 1,735,252
========= ========= ======= ========= ======= ======= =========
</TABLE>
35
<PAGE>
Notes To Financial Statements (Continued)
9. CONSOLIDATED MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
As discussed in Note 1, the financial statements only represent activity of
MassMutual's Large Case Variable Life Plus Segment. The combined net assets as
of December 31, 1995 for Separate Account I, which includes the Variable Life
Plus, the Large Case Variable Life Plus, Strategic Variable Life and Variable
Life Select Segments, are as follows:
<TABLE>
<CAPTION>
MML MML Oppenheimer
MML Money Managed MML Oppenheimer High Oppenheimer
Equity Market Bond Blend Money Income Bond
Division Division Division Division Division Division Division
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Assets .............. $26,836,037 $2,133,915 $1,624,713 $6,123,793 $ 5,128 $1,904,738 $ 5,282
Total Liabilities ............. 13,542 166 178 3,597 1 62 --
----------- ---------- ---------- ---------- ---------- ---------- ----------
Net Assets ................ $26,822,495 $2,133,749 $1,624,535 $6,120,196 $ 5,127 $1,904,676 $ 5,282
=========== ========== ========== ========== ========== ========== ==========
Net Assets:
For variable life insurance
policies ................. $26,755,049 $2,086,950 $1,570,853 $6,058,216 $ -- $1,893,501 $ --
Retained in Variable Life
Separate Account I by
Massachusetts Mutual
Life Insurance Company ...... 67,446 46,799 53,682 61,980 5,127 11,175 5,282
----------- ---------- ---------- ---------- ---------- ---------- ----------
Net Assets ................ $26,822,495 $2,133,749 $1,624,535 $6,120,196 $ 5,127 $1,904,676 $ 5,282
=========== ========== ========== ========== ========== ========== ==========
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer
Capital Oppenheimer Multiple Global Strategic Oppenheimer
Appreciation Growth Strategies Securities Bond Growth & Income
Division Division Division Division Division Division
------------ ----------- ----------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Total Assets .............. $6,115,715 $22,781 $ 5,332 $10,342,662 $11,843 $6,254
Total Liabilities ............. 652 453 1 806 -- --
---------- ------- ---------- ----------- ------- ------
Net Assets ................ $6,115,063 $22,328 $ 5,331 $10,341,856 $11,843 $6,254
========== ======= ========== =========== ======= ======
Net Assets:
For variable life insurance
policies ................. $6,097,294 $11,145 $ -- $10,327,228 $ 1,193 $ --
Retained in Variable Life
Separate Account I by
Massachusetts Mutual
Life Insurance Company ...... 17,769 11,183 5,331 14,628 10,650 6,254
---------- ------- ---------- ----------- ------- ------
Net Assets ................ $6,115,063 $22,328 $ 5,331 $10,341,856 $11,843 $6,254
========== ======= ========== =========== ======= ======
</TABLE>
Offered through MML Investors Services, Inc., Springfield, Massachusetts
36
<PAGE>
Report Of Independent Accountants
To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company
We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The supplemental financial statements give retroactive effect to the merger of
Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.
In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.
As discussed in Note 10 to the financial statements, Massachusetts Mutual Life
Insurance Company entered into a definitive agreement for the sale of a wholly-
owned insurance subsidiary.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 1, 1996
37
<PAGE>
Massachusetts Mutual Life Insurance Company
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1995 1994
------ ------
(In Millions)
<S> <C> <C>
Assets:
Bonds......................................... $23,625.1 $23,298.2
Stocks........................................ 416.1 246.1
Mortgage loans................................ 3,872.4 4,066.2
Real estate:
Investments................................. 1,502.8 1,673.7
Other....................................... 107.1 108.8
Other investments............................. 1,489.9 1,218.4
Policy loans.................................. 4,518.4 4,259.8
Cash and short-term investments............... 2,342.8 2,255.5
Investment and insurance amounts receivable... 1,059.3 1,069.7
Separate account assets....................... 11,309.5 8,530.5
Other assets.................................. 174.6 153.3
--------- ---------
$50,418.0 $46,880.2
--------- ---------
Liabilities:
Policyholders' reserves and funds............. $32,893.1 $32,295.1
Policyholders' dividends...................... 832.6 837.5
Policy claims and other benefits.............. 395.5 415.9
Federal income taxes.......................... 338.5 229.9
Asset valuation reserve....................... 566.8 470.5
Investment reserves........................... 109.9 130.8
Separate account reserves and liabilities..... 11,309.6 8,529.5
Amounts due on investments purchased and
other liabilities............................ 1,371.1 1,401.9
--------- ---------
47,817.1 44,311.1
Policyholders' contingency reserves........... 2,600.9 2,569.1
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
38
<PAGE>
Massachusetts Mutual Life Insurance Company
SUPPLEMENTAL STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Income:
Premium income.................................... $ 5,727.7 $ 6,177.2 $ 6,408.3
Net investment and other income................... 2,898.4 2,803.1 2,885.7
--------- --------- ---------
8,626.1 8,980.3 9,294.0
--------- --------- ---------
Benefits and expenses:
Policy benefits and payments...................... 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds..... 1,205.4 1,263.2 1,291.1
Commissions and operating expenses................ 833.7 959.3 953.5
State taxes, licenses and fees.................... 89.4 105.6 114.9
Merger restructuring costs........................ 44.0 0.0 0.0
--------- --------- ---------
7,324.7 7,777.7 8,012.4
--------- --------- ---------
Net gain before federal income taxes and dividends 1,301.4 1,202.6 1,281.6
Federal income taxes.............................. 206.2 139.7 211.8
--------- --------- ---------
Net gain from operations before dividends......... 1,095.2 1,062.9 1,069.8
Dividends to policyholders........................ 819.0 824.7 817.5
--------- --------- ---------
Net gain from operations.......................... 276.2 238.2 252.3
Net realized capital loss......................... (85.8) (164.3) (96.0)
--------- --------- ---------
Net income........................................ $ 190.4 $ 73.9 $ 156.3
========= ========= =========
</TABLE>
See notes to supplemental financial statements.
39
<PAGE>
Massachusetts Mutual Life Insurance Company
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year..... $ 2,569.1 $ 2,470.2 $ 2,131.2
--------- --------- ---------
Increases (decreases) due to:
Net income............................................ 190.4 73.9 156.3
Net unrealized capital gain........................... 88.7 29.5 67.9
Merger restructuring costs, net of tax................ (45.4) 0.0 0.0
Surplus notes......................................... 0.0 100.0 250.0
Change in asset valuation and investment reserves..... (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities... 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves.. (108.2) (51.1) 0.0
Change in non-admitted assets and other............... (18.1) (59.7) (1.9)
--------- --------- ---------
Policyholders' contingency reserves, end of year........... $ 2,600.9 $ 2,569.1 $ 2,470.2
========= ========= =========
</TABLE>
See notes to supplemental financial statements.
40
<PAGE>
Massachusetts Mutual Life Insurance Company
SUPPLEMENTAL STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income.................................................. $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds,
net of transfers to separate accounts..................... 575.8 546.9 389.6
Net realized capital loss................................... 85.8 164.3 96.0
Other changes............................................... (25.2) 124.2 131.1
--------- --------- --------
Net cash provided by operating activities................... 826.8 909.3 773.0
--------- --------- --------
Investing activities:
Loans and purchases of investments.......................... 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts
from repayment of loans................................... 9,671.1 7,468.7 7,607.3
--------- --------- --------
Net cash used in investing activities....................... 693.1 882.9 1,107.8
--------- --------- --------
Financing activities:
Issuance of surplus notes................................... 0.0 100.0 250.0
Repayment of notes payable and other borrowings............. (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other borrowings 0.0 0.0 120.3
--------- --------- --------
Net cash provided by (used in) financing activities......... (46.4) (25.0) 270.3
--------- --------- --------
Increase (decrease) in cash and
short-term investments.................................... 87.3 1.4 (64.5)
Cash and short-term investments, beginning of year............ 2,255.5 2,254.1 2,318.6
--------- --------- --------
Cash and short-term investments, end of year.................. $ 2,342.8 $ 2,255.5 $2,254.1
========= ========= ========
</TABLE>
See notes to supplemental financial statements.
41
<PAGE>
Notes To Supplemental Financial Statements
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well as investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") were merged into the Company. For the purposes
of this presentation, these supplemental financial statements give retroactive
effect as if the merger had occurred on January 1, 1993 in conformity with the
practices of the National Association of Insurance Commissioners and the
accounting practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut. This merger was accounted for under the pooling of interests
method of accounting. The financial information is not necessarily indicative
of the results that would have been recorded had the merger actually occurred on
January 1, 1993, nor is it indicative of future results. After the merger,
future sales of new products will be predominantly those developed by
Massachusetts Mutual. Additionally, as part of the merger plan, employee
positions have been or will be eliminated over a three-year period,
predominantly through voluntary terminations. In 1995, charges for employee
separation and transaction expenses directly attributable to the merger were
$44 million for Massachusetts Mutual (the Company prior to the merger) and $45
million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying supplemental financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the Division of Insurance of the Commonwealth of Massachusetts and the
Department of Insurance of the State of Connecticut, which are currently
considered generally accepted accounting principles for mutual life insurance
companies and their life insurance subsidiaries.
The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards No. 120, Accounting
and Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises
for Certain Long-Duration Participating Contracts. The American Institute of
Certified Public Accountants, which also has no role in establishing regulatory
accounting practices, issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. These pronouncements
will require mutual life insurance companies to modify their financial
statements in order to continue to be in accordance with generally accepted
accounting principles, effective for financial statements issued for 1996 and
prior periods presented. The manner in which policy reserves, new business
acquisition costs, asset valuations and related tax effects are recorded will
change. Management has not determined the impact of such changes on the
Company's Statement of Income, but believes implementation of these
pronouncements will cause policyholders' contingency reserves to increase.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, as
well as disclosures of contingent assets and liabilities, at the date of the
financial statements. Management must also make estimates and assumptions that
affect the amounts of revenues and expenses during the reporting period. Future
events, including changes in the levels of mortality, morbidity, interest rates
and asset valuations, could cause actual results to differ from the estimates
used in the financial statements.
The following is a description of the Company's current principal accounting
policies and practices.
42
<PAGE>
Notes To Supplemental Financial Statements (Continued)
A. Investments
Bonds and stocks are valued in accordance with rules established by the National
Association of Insurance Commissioners. Generally, bonds are valued at
amortized cost, preferred stocks in good standing at cost, and common stocks,
except for unconsolidated subsidiaries, at fair value based upon quoted market
value.
As promulgated by the National Association of Insurance Commissioners,
Massachusetts Mutual adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities were
obtained from a prepayment model, which factors in mortgage type, seasoning,
coupon, current interest rate and the economic environment. The effect of this
change, $44.5 million, was recorded as of December 31, 1994 as an increase to
policyholders' contingency reserves on the Statement of Financial Position and
had no material effect on 1995 net income. Through December 31, 1994,
MassMutual amortized premium and discount on bonds into investment income over
the stated lives of the securities. Connecticut Mutual used the retrospective
method of amortization.
Mortgage loans are valued at principal less unamortized discount. Real estate
is valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $2.9 million in 1995 and $16.1 million in
1994. Depreciation on investment real estate is calculated using the straight-
line and constant yield methods.
Policy loans are carried at the outstanding loan balance less amounts unsecured
by the cash surrender value of the policy. Short-term investments are stated at
amortized cost, which approximates fair value.
Investments in unconsolidated subsidiaries, joint ventures and other forms of
partnerships are included in other investments on the Statement of Financial
Position and are accounted for using the equity method.
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut Mutual,
sold its 100 percent ownership in GroupAmerica Insurance Company to Veritus,
Inc. for $52.1 million in cash.
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed or permitted by the
regulatory authorities, stabilize the policyholders' contingency reserves
against fluctuations in the value of stocks, as well as declines in the value of
bonds, mortgage loans and real estate investments.
The Interest Maintenance Reserve captures after-tax realized capital gains and
losses which result from changes in the overall level of interest rates for all
types of fixed income investments, as well as other financial instruments,
including financial futures, U.S. Treasury purchase commitments, options,
interest rate swaps, interest rate caps and interest rate floors. These
interest rate related gains and losses are amortized into income using the
grouped method over the remaining life of the investment sold or over the
remaining life of the underlying asset. Net realized after tax capital gains of
$110.5 million in 1995, net realized after tax capital losses of $152.6 million
in 1994 and net realized after-tax capital gains of $127.2 million in 1993 were
charged to the Interest Maintenance Reserve. Amortization of the Interest
Maintenance Reserve into net investment income amounted to $5.0 million in 1995,
$45.8 million in 1994 and $71.6 million in 1993. In 1994, the Company's
Interest Maintenance Reserve resulted in a net loss deferral. In accordance
with the practices of the National Association of Insurance Commissioners, the
1994 balance was recorded as a reduction of policyholders' contingency reserves.
Realized capital gains and losses, less taxes, not includable in the Interest
Maintenance Reserve, are recognized in net income. Realized capital gains and
losses are determined using the specific identification method. Unrealized
capital gains and losses are included in policyholders' contingency reserves.
B. Separate Accounts
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of pension, variable annuity and
variable life insurance contract holders. Assets consist principally of publicly
traded marketable securities reported at fair value. Premiums, benefits and
expenses of the separate accounts are reported in the Statement of Income. The
Company receives administrative and investment advisory fees from these
accounts.
C. Non-admitted Assets
Assets designated as "non-admitted" (principally prepaid pension costs, certain
fixed assets, receivables and Interest Maintenance Reserve, when in a net loss
deferral position) are excluded from the Statement of Financial Position by an
adjustment to policyholders' contingency reserves.
43
<PAGE>
Notes To Supplemental Financial Statements (Continued)
D. Policyholders' Reserves and Funds
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience and
the 1941, 1958 and 1980 Commissioners' Standard Ordinary mortality tables with
assumed interest rates ranging from 2.5 to 6.0 percent.
Reserves for individual annuities, guaranteed investment contracts and deposit
administration and immediate participation guarantee funds are based on accepted
actuarial methods computed principally using the 1951, 1971, 1983 group and
individual annuity tables with assumed interest rates ranging from 2.25 to 11.25
percent. Reserves for policies and contracts considered investment contracts
have a carrying value of $10,290.5 million (fair value of $10,508.9 million as
determined by discounted cash flow projections). Accident and health policy
reserves are generally calculated using the two-year preliminary term, net level
premium and fixed net premium methods and various morbidity tables.
During 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $108.2 million in
1995 and $51.1 million in 1994, were recorded as decreases to policyholders'
contingency reserves.
E. Premium and Related Expense Recognition
The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when received.
Accident and health premiums are recognized as revenue when due. Premiums are
recognized when due for the policies issued by Connecticut Mutual. Commissions
and other costs related to issuance of new policies, maintenance and settlement
costs are charged to current operations.
F. Policyholders' Dividends
The Board of Directors annually approves dividends to be paid in the following
year. These dividends are allocated to reflect the relative contribution of each
group of policies to policyholders' contingency reserves and consider investment
and mortality experience, expenses and federal income tax charges.
G. Cash and Short-term Investments
For purposes of the Statement of Cash Flows, the Company considers all highly
liquid short-term investments purchased with a maturity of twelve months or less
to be cash equivalents.
2. Policyholders' Contingency Reserves
Policyholders' contingency reserves represent surplus of the Company as reported
to regulatory authorities and are intended to protect policyholders against
possible adverse experience.
A. Surplus Notes
The Company issued surplus notes of $100.0 million at 7 1/2 percent and $250.0
million at 7 5/8 percent in 1994 and 1993, respectively. These notes are
unsecured and subordinate to all present and future indebtedness of the Company,
policy claims and prior claims against the Company as provided by the
Massachusetts General Laws. Issuance was approved by the Commissioner of
Insurance of the Commonwealth of Massachusetts ("the Commissioner").
All payments of interest and principal are subject to the prior approval of the
Commissioner. Sinking fund payments are due as follows: $62.5 million in 2021,
$87.5 million in 2022, $150.0 million in 2023 and $50.0 million in 2024.
Interest on the notes issued in 1994 is scheduled to be paid on March 1 and
September 1 of each year, beginning on September 1, 1994, to holders of record
on the preceding February 15 or August 15, respectively. Interest on the notes
issued in 1993 is scheduled to be paid on May 15 and November 15 of each year,
beginning on May 15, 1994, to holders of record on the preceding May 1 or
November 1, respectively. In accordance with regulations of the National
Association of Insurance Commissioners, interest expense is not recorded until
approval for payment is received from the Commissioner. Interest of $26.6
million and $22.8 million was approved and paid in 1995 and 1994, respectively.
The proceeds of the notes, less a $35 million reserve in 1995 and 1994 and a $25
million reserve in 1993 for contingencies associated with the issuance of the
notes, are recorded as a component of the Company's policyholders' contingency
reserves as approved by the Commissioner. These reserves, as permitted by the
Massachusetts Division of Insurance, are included in investment reserves on the
Statement of Financial Position.
44
<PAGE>
Notes To Supplemental Financial Statements (Continued)
B. Other Policyholders' Contingency Reserves
As required by regulatory authorities, contingency reserves established to
protect group life and annuity policyholders are $37.8 million in 1995 and $36.3
million in 1994.
3. Employee Benefit Plans
The Company's employee benefit plans include plans in place for the employees of
Massachusetts Mutual and Connecticut Mutual prior to the merge. These plans,
which were managed separately, reflect different assumptions for 1995 and 1994.
The separate plans will continue into 1996 using similar assumptions where
appropriate. Employees previously covered by the Connecticut Mutual plans will
continue coverage under these plans. All other employees, including employees
hired after the merger date, will be covered by the Massachusetts Mutual benefit
plans.
A. Pension
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed by
MassMutual prior to December 31, 1995 and the other includes employees
previously employed by Connecticut Mutual. Benefits are based on the employees'
years of service, compensation during the last five years of employment and
estimated social security retirement benefits. The Company accounts for these
plans following Financial Accounting Standards Board Statement No. 87,
Employers' Accounting for Pensions. Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension asset
of $37.7 million and $37.6 million in 1995 and 1994, respectively. The net
pension asset of $34 million associated with the Connecticut Mutual plan has
been non-admitted in the financial statements in accordance with Connecticut
insurance regulations. Company policy is to fund pension costs in accordance
with the requirements of the Employee Retirement Income Security Act of 1974
and, based on such requirements, no funding was required for the years ended
December 31, 1995 and 1994. The assets of the Plan are invested in the
Company's general account and separate accounts.
The benefit status of the defined benefit plans as of December 31 is as follows:
<TABLE>
<CAPTION>
1995 1994
------ ------
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $537.5 $451.9
Vested benefit obligation 525.7 437.4
Projected benefit obligation 622.5 529.5
Plan assets at fair value 941.3 814.7
</TABLE>
The following rates were used in determining the actuarial present value of both
the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
----------- -------------------
<S> <C> <C>
Discount rate - 1995 7.5% 7.75%
Discount rate - 1994 8.0 8.5
Increase in future compensation levels 5.0 5.0
Long-term rate of return on assets 10.0 9.0
</TABLE>
The Company also has defined contribution plans for employees and agents. The
expense credited to operations for all pension plans is $10.9 million in 1995,
as compared to charged to operation of $5.0 million in 1994 and $4.0 million in
1993.
B. Life and Health
Certain life and health insurance benefits are provided to retired employees and
agents through group insurance contracts. Substantially all of the Company's
employees may become eligible for these benefits if they reach retirement age
while working for the Company. In 1993, the Company adopted the National
Association of Insurance Commissioners' accounting standard for postretirement
benefit costs, requiring these benefits to be accounted for using the accrual
method for employees and agents eligible to retire and current retirees.
45
<PAGE>
Notes To Supplemental Financial Statements (Continued)
The following rates were used in determining the accumulated postretirement
benefit liability.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
----------- -------------------
<S> <C> <C>
Discount rate - 1995 7.5% 8.5%
Discount rate - 1994 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all) 7.5
(for those born prior to 1965) 12.0
(for those born after 1965) 9.5
declining to
(for all) 5.0
(for those born prior to 1965) 6.0
(for those born after 1965) 5.5
within 6 years 7 years
</TABLE>
The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1995 and 1994, the net unfunded
accumulated benefit obligation was $109.2 million and $108.1 million,
respectively, for employees and agents eligible to retire or currently retired
and $42.7 million and $36.9 million, respectively, for participants not eligible
to retire. A Retired Lives Reserve Trust was funded to pay life insurance
premiums for certain retired employees. Trust assets available for benefits
were $22.5 million in 1995.
The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and $23.4
million, respectively. A one percent increase in the annual assumed increase in
medical cost rates would increase the 1995 accumulated postretirement benefit
liability and benefit expense by $8.5 million and $1.4 million, respectively.
4. RELATED PARTY TRANSACTIONS
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of
these contracts, the Company assumed all of the single premium immediate annuity
business written by MML Pension through either an assumption provision or a
coinsurance provision. The second contract ceded the Company's group life,
accident and health business to MML Pension. Additionally, a reinsurance
agreement previously in place, ceding all of the Company's single premium
immediate annuity business, was terminated. These contracts were concurrently
executed at the end of business on December 31, 1994 and were accounted for as a
bulk reinsurance transaction. Accordingly, assets were transferred at fair
value and liabilities were transferred at statutory carrying value. These
transfers did not impact the 1994 Statement of Income of either company. The
net effect of these transactions decreased the Company's assets and liabilities
by $174.6 million in 1994. During 1995, the gain from operations of this
business was reflected as a $41 million dividend received from the subsidiary
which was recorded as net investment income on the Statement of Income.
5. FEDERAL INCOME TAXES
Provision for federal income taxes is based upon the Company's best estimate of
its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current information,
and other miscellaneous temporary differences, such as reserves, acquisition
costs, and restructuring costs, resulted in an effective tax rate which is other
than the statutory tax rate.
The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1989 for Massachusetts Mutual and 1991 for Connecticut
Mutual, and is currently examining Massachusetts Mutual for the years 1990
through 1992. The Company believes any adjustments resulting from such
examinations will not materially affect its financial statements.
46
<PAGE>
Notes To Supplemental Financial Statements (Continued)
Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1995
and 1994. The Company records the estimated effects of anticipated revisions in
the Statement of Income.
Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are subject
to a written tax allocation agreement which allocates tax liability in a manner
permitted under Treasury regulations. Generally, the agreement provides that
loss members shall be compensated for the use of their losses and credits by
other members.
Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993. In
1994, the Company had federal tax refunds of $23.4 million. At December 31,
1995 and 1994, the Company established a liability for federal income taxes of
$338.5 million and $229.9 million, respectively.
6. INVESTMENTS
The Company maintains a diversified investment portfolio. Investment policies
limit concentration in any asset class, geographic region, industry group,
economic characteristic, investment quality or individual investment.
A. Bonds
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies $ 9,391.5 $ 837.0 $ 43.3 $10,185.2
Debt Securities issued by Foreign Governments 261.9 27.9 0.1 289.7
Mortgage-backed securities 3,265.4 176.3 9.4 3,432.3
State and local governments 106.0 15.2 0.1 121.1
Industrial securities 9,030.7 762.8 57.8 9,735.7
Utilities 1,417.6 152.4 2.9 1,567.1
Affiliates 152.1 4.4 1.2 155.3
--------- -------- -------- ---------
TOTAL $23,625.2 $1,976.0 $ 114.8 $25,486.4
<CAPTION>
December 31, 1995
---------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies $ 7,362.0 $ 154.4 $ 388.3 $ 7,128.1
Debt Securities issued by Foreign Governments 124.5 2.5 7.7 119.3
Mortgage-backed securities 3,410.5 55.6 176.7 3,289.4
State and local governments 138.2 5.2 6.4 137.0
Industrial securities 10,991.4 230.2 436.3 10,785.3
Utilities 1,147.2 71.3 30.6 1,187.9
Affiliates 124.4 9.7 8.6 125.5
--------- -------- -------- ---------
TOTAL $23,298.2 $ 528.9 $1,054.6 $22,772.5
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1995 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.
47
<PAGE>
Notes To Supplemental Financial Statements (Continued)
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Millions)
<S> <C> <C>
Due in one year or less $ 2,578.8 $ 2,747.9
Due after one year through five years 3,625.8 3,824.3
Due after five years through ten years 5,356.3 5,857.2
Due after ten years 3,858.0 4,410.9
--------- ---------
15,418.9 16,840.3
Mortgage-backed securities, including securities
guaranteed by the U.S. Government 8,206.3 8,646.1
--------- ---------
TOTAL $23,625.2 $25,486.4
</TABLE>
Proceeds from sales of investments in bonds were $8,068.8 million during 1995,
$5,624.1 million during 1994 and $5,543.5 million during 1993. Gross capital
gains of $255.5 million in 1995, $100.3 million in 1994 and $318.4 million in
1993 and gross capital losses of $67.1 million in 1995, $195.8 million in 1994
and $98.4 million in 1993 were realized on those sales, a portion of which were
included in the Interest Maintenance Reserve. The estimated fair value of non-
publicly traded bonds is determined by the Company using a pricing matrix.
B. Stocks
Preferred stocks in good standing had fair values of $88.0 million in 1995 and
$137.9 million in 1994, using a pricing matrix for non-publicly traded stocks
and quoted market prices for publicly traded stocks. Common stocks, except for
unconsolidated subsidiaries, had a cost of $547.7 million in 1995 and $273.7
million in 1994.
C. Mortgages
The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for non-
performing loans, approximated carrying value less valuation reserves held.
The Company acts as mortgage servicing agent and guarantor for $50.1 million of
mortgage loans sold in 1985. As guarantor, the Company is obligated to advance
unpaid principal and interest on any delinquent loans and to repurchase mortgage
loans under certain circumstances including mortgagor default.
D. Other
The carrying value of investments which were non-income producing for the
preceding twelve months was $76.9 million and $130.9 million at December 31,
1995 and 1994, respectively. The Company had restructured loans with book
values of $415.0 million, and $543.7 million at December 31, 1995 and 1994,
respectively. The loans typically have been modified to defer a portion of the
contracted interest payments to future periods. Interest deferred to future
periods totaled $3.4 million in 1995, $5.9 million in 1994 and $10.2 million in
1993. The Company made voluntary contributions to the Asset Valuation Reserve
of $52.7 million in 1994 and $51.5 million in 1993 for these restructured loans.
No additional voluntary contribution was made in 1995.
It is not practicable to determine the fair value of policy loans as they do not
have a stated maturity.
7. PORTFOLIO RISK MANAGEMENT
The Company manages its investment risks to reduce interest rate and duration
imbalances determined in asset/liability analyses. The fair values of these
instruments, which are not recorded in the financial statements, are based upon
market prices or prices obtained from brokers. The Company does not hold or
issue financial instruments for trading purposes.
The notional amounts described do not represent amounts exchanged by the parties
and, thus, are not a measure of the exposure of the Company. The amounts
exchanged are calculated on the basis of the notional amounts and the other
terms of the instruments, which relate to interest rates, exchange rates,
security prices or financial or other indexes.
48
<PAGE>
Notes To Supplemental Financial Statements (Continued)
The Company is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments. This exposure is limited to
contracts with a positive fair value. The amounts at risk in a net gain
position were $84.9 million and $88.4 million at December 31, 1995 and 1994,
respectively. The Company monitors exposure to ensure counterparties are credit
worthy and concentration of exposure is minimized.
The Company enters into financial futures contracts for the purpose of managing
interest rate exposure. The Company's futures contracts are exchange traded
with minimal credit risk. Margin requirements are met with the deposit of
securities. Futures contracts are generally settled with offsetting
transactions. Gains and losses on financial futures contracts are recorded when
the contract is closed and amortized through the Interest Maintenance Reserve
over the remaining life of the underlying asset. As of December 31, 1995, the
Company did not have any open financial futures contracts.
The Company utilizes interest rate swap agreements, options, and purchased caps
and floors to reduce interest rate exposures arising from mismatches between
assets and liabilities and to modify portfolio profiles to manage other risks
identified. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest rates
calculated by reference to an agreed-upon notional principal amount. Net
amounts receivable and payable are accrued as adjustments to interest income and
included in investment and insurance amounts receivable on the Statement of
Financial Position. Gains and losses realized on the termination of contracts
amortized through the Interest Maintenance Reserve over the remaining life of
the associated contract. At December 31, 1995 and 1994, the Company had swaps
with notional amounts of $1,841.8 million and $2,819.2 million, respectively.
The fair values of these instruments were $10.1 million at December 31, 1995 and
$49.6 million at December 31, 1994.
Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of up
to two years. The amounts paid for options purchased are included in other
investments on the Statement of Financial Position. Gains and losses on these
contracts are recorded at the expiration or termination date and are amortized
through the Interest Maintenance Reserve over the remaining life of the
underlying asset. At December 31, 1995 and 1994, the Company had option
contracts with notional amounts of $1,876.2 million and $2,262.1 million,
respectively. The Company's credit risk exposure was limited to the unamortized
costs of $18.4 million and $24.4 million, which had fair values of $48.1 million
and $10.4 million at December 31, 1995 and 1994, respectively.
Interest rate cap agreements grant the purchaser the right to receive the excess
of a referenced interest rate over a given rate. Interest rate floor agreements
grant the purchaser the right to receive the excess of a given rate over a
referenced interest rate. Amounts paid for interest rate caps and floors are
amortized into interest income over the life of the asset on a straight-line
basis. Unamortized costs are included in other investments on the Statement of
Financial Position. Amounts receivable and payable are accrued as adjustments
to interest income and included in the Statement of Financial Position as
investment and insurance amounts receivable. Gains and losses on these
contracts, including any unamortized cost, are recognized upon termination and
are amortized through the Interest Maintenance Reserve over the remaining life
of the associated cap or floor agreement. At December 31, 1995 and 1994, the
company had agreements with notional amounts of $3,366.3 million and $2,617.0
million, respectively. The Company's credit risk exposure on these agreements
is limited to the unamortized costs of $14.0 million and $12.1 million at
December 31, 1995 and 1994, respectively. The fair values of these instruments
were $30.8 million and $6.0 million at December 31, 1995 and 1994, respectively.
The Company utilizes asset swap agreements to reduce exposures, such as currency
risk and prepayment risk, built into certain assets acquired. Cross-currency
interest rate swaps allow investment in foreign currencies, increasing access to
additional investment opportunities, while limiting foreign exchange risk.
Notional amounts relating to asset and currency swaps totaled $323.7 million and
$220.0 million at December 31, 1995 and 1994, respectively. The fair values
of these instruments were an unrecognized gain of $4.6 million at December 31,
1995 and $2.8 million at December 31, 1994.
The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take delivery
on forward commitments. These commitments are instead settled with offsetting
transactions. Gains and losses on forward commitments are recorded when the
commitment is closed and amortized through the Interest Maintenance Reserve over
the remaining life of the asset. At December 31, 1995 and 1994, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $292.4 million and $1,000.0 million and fair values
of $298.8 million and $989.2 million, respectively.
49
<PAGE>
Notes To Supplemental Financial Statements (Continued)
8. LIQUIDITY
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:
<TABLE>
<CAPTION>
(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $ 44,474.9
Not subject to discretionary withdrawal (6,640.2)
Policy loans (4,518.4)
----------
Subject to discretionary withdrawal $ 33,316.3
----------
Total invested assets, including separate investment accounts $ 49,184.1
Policy loans and other invested assets (12,383.0)
----------
Readily marketable investments $ 36,801.1
----------
</TABLE>
9. BUSINESS RISKS AND CONTINGENCIES
The Company is subject to insurance guaranty fund laws in the states in which it
does business. These laws assess insurance companies amounts to be used to pay
benefits to policyholders and claimants of insolvent insurance companies. Many
states allow these assessments to be credited against future premium taxes. The
Company believes such assessments in excess of amounts accrued will not
materially affect its financial position, results of operations or liquidity.
In 1995, the Company elected not to admit $17.6 million of guaranty fund premium
tax offset receivables relating to prior assessments.
The Company is involved in litigation arising out of the normal course of its
business. Management intends to defend these actions vigorously. While the
outcome of litigation cannot be foreseen with certainty, it is the opinion of
management, after consultation with legal counsel, that the ultimate resolution
of these matters will not materially affect its financial position, results of
operations or liquidity.
10. SUBSEQUENT EVENTS
On January 5, 1996, the Company signed a definitive agreement for the sale of
MassMutual Holding Company Two, Inc., a wholly-owned subsidiary, and its
subsidiaries, including MML Pension Insurance Company, which comprises the
Company's group life and health business, to WellPoint Health Networks, Inc. for
$380 million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in the
first quarter of 1996, management has not determined the final gain on the sale.
The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's financial
statements.
<TABLE>
<CAPTION>
1995 1994
------ -------
(In Millions)
<S> <C> <C>
Other Invested Assets $187.8 $173.9
Net Gain From Operations 41.0 0.0
Unrealized Capital Gain (Loss) 13.9 (12.5)
</TABLE>
11. SUBSIDIARIES AND AFFILIATED COMPANIES
Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1995 is illustrated below. The Company
provides management or advisory services to most of these companies.
Subsidiaries
------------
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
50
<PAGE>
Notes To Supplemental Financial Statements (Continued)
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
Subsidiaries of MassMutual Holding Company
------------------------------------------
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.
Subsidiaries of DHC, Inc.
-------------------------
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.
Subsidiaries of DLB Acquisition Corporation
-------------------------------------------
Concert Capital Management, Inc.
David L. Babson and Company, Inc.
Subsidiaries of MassMutual Corporate Value Limited
--------------------------------------------------
MassMutual Corporate Value Partners Limited
Subsidiaries of MassMutual Holding Company Two, Inc.
----------------------------------------------------
MassMutual Holding Company Two MSC, Inc.
Subsidiaries of MassMutual Holding Company Two MSC, Inc.
--------------------------------------------------------
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation
Affiliates
----------
MassMutual Corporate Investors
MassMutual Participation Investors
51
<PAGE>
Appendix A
Illustrations of Death Benefits (Option 1), Cash Surrender Values and
Accumulated Premiums
The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit Option 1 and cash surrender value could vary over an
extended period of time, assuming the Funds experience hypothetical gross rates
of investment return (i.e., investment income and capital gains and losses,
realized or unrealized), equivalent to constant gross annual rates of 0%, 6% and
12%. The tables are based on annual premiums of $1,200 for a male, female and
unisex nonsmoker age 35 and an Initial Case Premium Paid of $1,000,000. Separate
tables are shown for the current simplified issue and guaranteed schedule of
charges. These tables will assist in the comparison of death benefits and cash
surrender values for the Policy with those under other variable life policies
which may be issued by MassMutual or other companies.
1. The illustration on page 53 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current simplified issue schedule of charges.
2. The illustration on page 54 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of charges.
3. The illustration on page 55 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current simplified issue schedule of charges.
4. The illustration on page 56 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of charges.
5. The illustration on page 57 is for a Policy issued to a unisex nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current simplified issue schedule of charges.
6. The illustration on page 58 is for a Policy issued to a unisex nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of charges.
The death benefits and cash surrender values for a Policy would be different
from the amount shown if the rates of return averaged 0%, 6% and 12% over a
period of years but varied above and below that average in individual Policy
Years. They would also differ if any Policy loan were made during the period of
time illustrated. They would also be different depending upon the allocation of
investment value to each division of the Separate Account, if the rates of
return for all the Funds averaged 0%, 6% or 12% but varied above or below that
average for particular Funds.
The death benefits and cash surrender values shown in illustrations 1, 3 and 5
reflect the following current charges:
1. Administrative Charge, equal to a monthly $5.25 per Policy charge for
nonqualified policies.
2. Cost of Insurance Charge, based on the current simplified issue rates being
charged by the Company.
3. Mortality and Expense Risk Charge, which is equal to .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.
4. Unweighted average Fund level expenses of .62% on an annual basis, of the net
asset value of the Fund shares held by the Separate Account.
The death benefits and cash surrender values shown in illustrations 2, 4 and 6
reflect these guaranteed maximum charges:
1. Administrative Charge, equal to $8.00 per month.
2. Cost of Insurance Charge, based on the 1980 CSO Mortality Table.
3. Mortality and Expense Risk Charge, which is equal to .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.
4. Unweighted average Fund level expenses of .62% on an annual basis, of the net
asset value of the Fund shares held by the Separate Account. (This unweighted
average reflects current Fund level expenses.)
Cash surrender values shown in the tables reflect the deduction of the
applicable sales loads and premium taxes for a Case with an Initial Case Premium
Paid of $1,000,000. Taking into account the Mortality and Expense Risk Charge
and the Fund level expenses, the effect is that for gross annual rates of return
of 0%, 6% and 12%, the actual net annual rate of return on a current basis would
be -1.014%, 4.925% and 10.865%, respectively, and on a guaranteed basis would
be -1.014%, 4.925% and 10.865%, respectively.
MassMutual has agreed to bear expenses of the MML Trust (other than the
management fee, interest, taxes, brokerage commissions and extraordinary
expenses) in excess of .11% of average daily net asset value of each MML Fund
through April 30, 1997. During 1995 no expenses were required to be reimbursed
pursuant to this undertaking.
Currently no charge is made against the Separate Account for federal income
taxes but MassMutual reserves the right to charge the Separate Account for
federal income taxes attributable to the Separate Account if such taxes are
imposed in the future.
The second column of each table shows the amounts which would accumulate if an
amount equal to the annual premium were invested to earn interest after taxes,
of 5% per year, compounded annually.
The tables are based on the assumptions that the Policyowner has requested a
level Selected Face Amount, that no Policy loans, or additional premium payments
have been made, and no transaction charges have been incurred, and that the
entire Account Value under the Policy is allocated to the Funds.
52
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Male Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 1,002 $ 1,065 $ 1,129
2 2,583 100,000 100,000 100,000 1,997 2,187 2,385
3 3,972 100,000 100,000 100,000 2,979 3,361 3,774
4 5,431 100,000 100,000 100,000 3,948 4,590 5,311
5 6,963 100,000 100,000 100,000 4,904 5,875 7,012
6 8,571 100,000 100,000 100,000 5,846 7,221 8,895
7 10,260 100,000 100,000 100,000 6,769 8,624 10,974
8 12,033 100,000 100,000 100,000 7,673 10,086 13,269
9 13,895 100,000 100,000 100,000 8,557 11,609 15,805
10 15,850 100,000 100,000 100,000 9,422 13,199 18,608
15 27,192 100,000 100,000 104,218 13,397 22,198 37,760
20 41,668 100,000 100,000 163,107 16,680 33,227 69,113
25 60,142 100,000 100,000 244,207 19,052 46,803 119,709
30 (Age 65) 83,720 100,000 113,581 358,979 20,061 63,453 200,547
35 113,812 100,000 131,542 519,026 18,961 83,254 328,497
40 152,219 100,000 152,273 756,679 14,359 106,485 529,146
45 201,237 100,000 173,771 1,095,268 1,689 132,650 836,082
50 263,797 0 197,296 1,586,104 0 160,403 1,289,516
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
53
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 862 $ 921 $ 980
2 2,583 100,000 100,000 100,000 1,714 1,887 2,066
3 3,972 100,000 100,000 100,000 2,548 2,890 3,261
4 5,431 100,000 100,000 100,000 3,364 3,933 4,576
5 6,963 100,000 100,000 100,000 4,160 5,017 6,023
6 8,571 100,000 100,000 100,000 4,935 6,141 7,616
7 10,260 100,000 100,000 100,000 5,687 7,307 9,368
8 12,033 100,000 100,000 100,000 6,417 8,516 11,299
9 13,895 100,000 100,000 100,000 7,122 9,768 13,426
10 15,850 100,000 100,000 100,000 7,802 11,067 15,772
15 27,192 100,000 100,000 100,000 10,764 18,272 31,704
20 41,668 100,000 100,000 136,247 12,760 26,737 57,732
25 60,142 100,000 100,000 200,879 13,153 36,416 98,470
30 (Age 65) 83,720 100,000 100,000 288,035 10,876 47,315 160,913
35 113,812 100,000 100,000 401,687 3,578 59,457 254,233
40 152,219 0 104,853 557,626 0 73,324 389,948
45 201,237 0 114,627 760,349 0 87,502 580,419
50 263,797 0 124,257 1,034,476 0 101,022 841,038
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
54
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 1,023 $ 1,087 $ 1,151
2 2,583 100,000 100,000 100,000 2,037 2,229 2,430
3 3,972 100,000 100,000 100,000 3,036 3,423 3,842
4 5,431 100,000 100,000 100,000 4,020 4,671 5,404
5 6,963 100,000 100,000 100,000 4,990 5,976 7,130
6 8,571 100,000 100,000 100,000 5,943 7,339 9,038
7 10,260 100,000 100,000 100,000 6,880 6,762 11,147
8 12,033 100,000 100,000 100,000 7,799 10,247 13,477
9 13,895 100,000 100,000 100,000 8,700 11,798 16,055
10 15,850 100,000 100,000 100,000 9,586 13,419 18,907
15 27,192 100,000 100,000 119,477 13,725 22,660 38,417
20 41,668 100,000 100,000 188,092 17,396 34,210 70,446
25 60,142 100,000 111,621 281,936 20,469 48,618 122,581
30 (Age 65) 83,720 100,000 131,948 412,125 22,791 66,305 270,098
35 113,812 100,000 152,958 598,040 24,128 87,907 343,701
40 152,219 100,000 174,518 861,633 23,874 114,064 563,159
45 201,237 100,000 199,220 1,251,010 19,459 144,363 906,529
50 263,797 100,000 223,790 1,797,411 4,300 177,611 1,426,517
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
55
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 885 $ 945 $ 1,005
2 2,583 100,000 100,000 100,000 1,757 1,932 2,115
3 3,972 100,000 100,000 100,000 2,611 2,959 3,337
4 5,431 100,000 100,000 100,000 3,446 4,027 4,681
5 6,963 100,000 100,000 100,000 4,261 5,135 6,160
6 8,571 100,000 100,000 100,000 5,056 6,286 7,789
7 10,260 100,000 100,000 100,000 5,826 7,479 9,581
8 12,033 100,000 100,000 100,000 6,575 8,717 11,555
9 13,895 100,000 100,000 100,000 7,300 10,002 13,733
10 15,850 100,000 100,000 100,000 8,004 11,337 16,137
15 27,192 100,000 100,000 101,260 11,171 18,849 32,560
20 41,668 100,000 100,000 157,962 13,603 27,934 59,162
25 60,142 100,000 100,000 232,766 15,069 38,961 101,202
30 (Age 65) 83,720 100,000 104,476 332,871 15,196 52,501 167,272
35 113,812 100,000 118,645 467,502 12,620 68,187 268,679
40 152,219 100,000 131,231 645,812 5,227 85,772 422,099
45 201,237 0 143,460 888,407 0 103,956 643,773
50 263,797 0 153,592 1,203,662 0 121,898 955,287
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
56
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Unisex (85% Male), Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 1,005 $ 1,069 $ 1,132
2 2,583 100,000 100,000 100,000 2,003 2,193 2,392
3 3,972 100,000 100,000 100,000 2,987 3,370 3,784
4 5,431 100,000 100,000 100,000 3,959 4,602 5,325
5 6,963 100,000 100,000 100,000 4,917 5,891 7,030
6 8,571 100,000 100,000 100,000 5,860 7,238 8,916
7 10,260 100,000 100,000 100,000 6,766 8,644 11,000
8 12,033 100,000 100,000 100,000 7,692 10,110 13,300
9 13,895 100,000 100,000 100,000 8,578 11,638 15,842
10 15,850 100,000 100,000 100,000 9,446 13,232 18,653
15 27,192 100,000 100,000 107,143 13,447 22,267 37,860
20 41,668 100,000 100,000 167,686 16,788 33,375 69,292
25 60,142 100,000 100,000 250,877 19,266 47,087 120,037
30 (Age 65) 83,720 100,000 116,235 366,204 20,477 63,865 201,211
35 113,812 100,000 134,981 531,130 19,758 83,839 329,895
40 152,219 100,000 155,591 771,311 15,859 107,304 531,939
45 201,237 100,000 177,827 1,118,501 4,586 133,705 840,978
50 263,797 0 200,458 1,608.583 0 161,660 1,297,244
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
57
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Unisex (85% Male), Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and Initial Case Premium Paid of $1,000,000
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
---------------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ---------------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 867 $ 926 $ 986
2 2,583 100,000 100,000 100,000 1,723 1,896 2,076
3 3,972 100,000 100,000 100,000 2,562 2,905 3,278
4 5,431 100,000 100,000 100,000 3,381 3,953 4,598
5 6,963 100,000 100,000 100,000 4,161 5,041 6,052
6 8,571 100,000 100,000 100,000 4,960 6,171 7,651
7 10,260 100,000 100,000 100,000 5,715 7,342 9,412
8 12,033 100,000 100,000 100,000 6,449 8,557 11,352
9 13,895 100,000 100,000 100,000 7,159 9,817 13,490
10 15,850 100,000 100,000 100,000 7,844 11,123 15,848
15 27,192 100,000 100,000 100,000 10,847 18,390 31,880
20 41,668 100,000 100,000 140,449 12,933 26,982 58,037
25 60,142 100,000 100,000 206,931 13,545 36,939 99,010
30 (Age 65) 83,720 100,000 100,000 294,997 11,777 48,408 162,086
35 113,812 100,000 100,000 413,404 5,535 61,594 256,773
40 152,219 0 110,854 573,273 0 76,451 395,361
45 201,237 0 121,516 785,796 0 91,366 590,824
50 263,797 0 131,058 1,066,056 0 105,692 859,723
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
58
<PAGE>
Appendix B
POLICY PERFORMANCE
This table illustrates the Account Value and Death Benefit of a hypothetical
Policy assuming the following:
. The Policy was owned for the . An annual premium of $30,000 for
period illustrated; 15 years;
. 100% allocation to the respective . A Selected Face Amount of $825,000;
Fund for the period illustrated; . Initial Case Premium Paid of
. Current expenses and mortality $250,000; and
charges; . Full underwriting and Death Benefit
. The Insured is a male, standard Option 1.
issue, age 50, nonsmoker;
<TABLE>
<CAPTION>
HISTORICAL RESULTS* AS OF DECEMBER 31, 1995
============================================================================================================================
MML MML Oppenheimer Oppenheimer Oppenheimer
MML MML Managed Money Global Capital High
Equity Blend Bond Market Securities Appreciation Income
(9/15/71) (2/3/84) (12/16/81) (12/16/81) (11/12/90) (8/15/86) (4/30/86)
- ----------------------------------------------------------------------------------------------------------------------------
FOR A POLICY IN FORCE ONE YEAR
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cumulative Premium $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000
Account Value $32,296 $30,316 $29,277 $25,856 $25,014 $32,597 $29,583
Death Benefit $825,000 $825,000 $825,000 $825,000 $825,000 $825,000 $825,000
- ----------------------------------------------------------------------------------------------------------------------------
FOR A POLICY IN FORCE FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative Premium $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000
Account Value $200,933 $185,048 $167,762 $144,353 $171,291 $220,505 $201,086
Death Benefit $825,000 $825,000 $825,000 $825,000 $825,000 $825,000 $825,000
- ----------------------------------------------------------------------------------------------------------------------------
FOR A POLICY IN FORCE TEN YEARS
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative Premium $300,000 $300,000 $300,000 $300,000 -- -- --
Account Value $555,889 $502,844 $427,036 $337,379 -- -- --
Death Benefit $1,134,014 $1,025,803 $871,153 $825,000 -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
FOR A POLICY IN FORCE SINCE INCEPTION OF THE FUND
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative Premium $450,000 $360,000 $450,000 $450,000 $180,000 $300,000 $300,000
Account Value $3,234,037 $687,376 $800,814 $581,513 $203,588 $566,316 $534,096
Death Benefit $4,915,736 $1,326,636 $1,433,457 $1,040,908 $825,000 $1,155,284 $1,089,555
============================================================================================================================
</TABLE>
*Historical investment results and current charges are used to determine values;
if guaranteed charges were used the results would be lower. The Account Value
reflects premiums paid, plus investment earnings, less all charges.
(The Cash Surrender Value is not illustrated because there is no surrender
charge and we assume no Policy Debt.)
59
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Article V of the Bylaws of MassMutual provide for indemnification of
directors and officers as follows:
Article V. Subject to limitations of law, the Company shall indemnify:
(a) each director, officer or employee;
(b) any individual who serves at the request of the Company
as Secretary, a director, board member, committee member,
officer or employee of any organization or any separate
investment account; or
(c) any individual who serves in any capacity with respect to
any employee benefit plan;
from and against all loss, liability and expense imposed upon or incurred
by such person in connection with any action, claim or proceeding of any
nature whatsoever, in which such person may be involved or with which he or
she may be threatened, by reason of any alleged act, omission or otherwise
while serving in any such capacity.
Indemnification shall be provided although the person no longer serves in
such capacity and shall include protection for the person's heirs and legal
representatives. Indemnities hereunder shall include, but not be limited
to, all costs and reasonable counsel fees, fines, penalties, judgments or
awards of any kind, and the amount of reasonable settlements, whether or
not payable to the Company or to any of the other entities described in the
preceding paragraph, or to the policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with
respect to:
<PAGE>
(1) any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Company or,
to the extent that such matter relates to service with respect to any
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan;
(2) any liability to any entity which is registered as an investment
company under the Federal Investment Company Act of 1940 or to the
security holders thereof, where the basis for such liability is
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office; and
(3) any action, claim or proceeding voluntarily initiated by any person
seeking indemnification, unless such action, claim or proceeding had
been authorized by the Board of Directors or unless such person's
indemnification is awarded by vote of the Board of Directors.
In any matter disposed of by settlement or in the event of an adjudication
which in the opinion of the General Counsel or his delegate does not make a
sufficient determination of conduct which could preclude or permit
indemnification in accordance with the preceding paragraphs (1), (2) and
(3), the person shall be entitled to indemnification unless, as determined
by the majority of the disinterested directors or in the opinion of counsel
(who may be an officer of the Company or outside counsel employed by the
Company), such person's conduct was such as precludes indemnification under
any of such paragraphs.
The Company may at its option indemnify for expenses incurred in connection
with any action or proceeding in advance of its final disposition, upon
receipt of a satisfactory undertaking for repayment if it be subsequently
determined that the person thus indemnified is not entitled to
indemnification under this Article V.
Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is
<PAGE>
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
REPRESENTATIONS, DESCRIPTION AND UNDERTAKING PURSUANT TO
PARAGRAPH (b)(13)(iii)(F) or RULE 6e-3(T) UNDER
THE INVESTMENT COMPANY ACT OF 1940
Registrant makes the following representations:
1. Rule 6e-3(T)(b)(13)(iii)(F) is being relied upon.
2. The level of the mortality and expense risk charge is within the range
of industry practice for comparable flexible contracts.
3. MassMutual has concluded that there is a reasonable likelihood that
the distribution financing arrangement of the Massachusetts Mutual
Variable Life Separate Account I (the "Separate Account") will benefit
the Separate Account and the Policyowners.
4. The Separate Account is organized as a unit investment trust which
will only invest in management companies which have undertaken to have
a board of directors, a majority of whom are not interested persons of
the Separate Account, formulate and approve any plan under the Rule
12b-1 to finance distribution expenses.
The methodology used to support the representation made in paragraph
(2) above was to compare similar flexible premium products currently
being offered. MassMutual will maintain and make available to the
Commission on request, a memorandum setting forth the basis for the
representations in paragraphs (2) and (3) above.
<PAGE>
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 8
This Post-Effective Amendment is comprised of the following documents:
The Facing Sheet.
The Prospectus consisting of 59 pages.
The Undertaking to File Reports.
The Signatures.
Powers of Attorney.
Written Consents of the Following Persons:
1. Coopers & Lybrand L.L.P., independent accountants.
2. Counsel opining as to the legality of securities being registered.
3. Opinion opining as to actuarial matters contained in this Post-
Effective Amendment by C. Dale Games, Second Vice President
The following Exhibits:
1. The following Exhibits correspond to those required by Paragraph A of
the instructions as to Exhibits in Form N-8B-2:
A. (1) Resolution of Board of Directors of MassMutual
establishing the Separate Account.*
(2) Not applicable.
(3) Form of Distribution Contracts:
(a)(1) Form of Distribution Servicing Agreement between
MML Distributors, LLC and MassMutual.
(a)(2) Form of Co-Underwriting Agreement between MML
Investors Services, Inc. and MassMutual.
(b) Not applicable.
(c) Not applicable.
- -------------------------
* Filed on July 18, 1988 as part of original Form S-6.
<PAGE>
(4) Not applicable.
(5) Flexible Premium Variable Whole Life Insurance Policy.*
(6) (a) Certificate of Incorporation of MassMutual.**
(b) By-Laws of MassMutual.**
(7) Not applicable.
(8) Not applicable.
(9) Not applicable.
(10) Application for a flexible premium variable whole life
insurance policy.*
(11) Memorandum describing MassMutual's issuance, transfer, and
redemption procedures for the Policy.*
2. Opinion and consent of Counsel as to the legality of the securities
being registered.
3. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I.
4. Not applicable.
5. Opinion and Consent of C. Dale Games opining as to actuarial matters
pertaining to the securities being registered.
6. Consent of Coopers & Lybrand, L.L.P.
7. Power of Attorney
27. Financial Data Schedule
- -------------------------------
* Filed on July 18, 1988 as part of original Form S-6.
** Filed on April 26, 1988 as part of Pre-Effective
Amendment No. 1 to Form S-6.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account I, certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment No. 8
pursuant to rule 485(b) of the Securities Act of 1933 and has caused this Post-
effective Amendment No. 8 to Registration Statement No. 33-32361 to be signed on
its behalf by the undersigned thereunto duly authorized, all in the city of
Springfield and the Commonwealth of Massachusetts, on the 24th day of April,
1996.
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)
By: /s/ Thomas B. Wheeler*
----------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact
- ------------------- pursuant to powers of attorney filed herewith.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective Amendment No. 8
to Registration Statement No. 33-32361 has been signed by the following person
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas B. Wheeler* Chief Executive Officer and April 24, 1996
- ----------------------------- Chairman of the Board
Thomas B. Wheeler
/s/ Daniel J. Fitzgerald* Executive Vice President, April 24, 1996
- ----------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer
/s/ Roger G. Ackerman* Director April 24, 1996
- -----------------------------
Roger G. Ackerman
/s/ James R. Birle* Director April 24, 1996
- -----------------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director April 24, 1996
- -----------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director April 24, 1996
- -----------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director April 24, 1996
- -----------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director April 24, 1996
- -----------------------------
Anthony Downs
/s/ James L. Dunlap* Director April 24, 1996
- -----------------------------
James L. Dunlap
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ William B. Ellis*
- ----------------------------- Director April 24, 1996
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director April 24, 1996
- -----------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director April 24, 1996
- -----------------------------
Charles K. Gifford
/s/ William N. Griggs* Director April 24, 1996
- -----------------------------
William N. Griggs
/s/ James G. Harlow, Jr.* Director April 24, 1996
- -----------------------------
James G. Harlow, Jr.
/s/ George B. Harvey* Director April 24, 1996
- -----------------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director April 24, 1996
- -----------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director April 24, 1996
- -----------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director April 24, 1996
- -----------------------------
William B. Marx, Jr.
/s/ John F. Maypole Director April 24, 1996
- -----------------------------
John F. Maypole
/s/ Donald F. McCullough* Director April 24, 1996
- -----------------------------
Donald F. McCullough
/s/ John J. Pajak* Director April 24, 1996
- -----------------------------
John J. Pajak
/s/ Barbara S. Preiskel* Director April 24, 1996
- -----------------------------
Barbara S. Preiskel
/s/ David E. Sams, Jr.* Director April 24, 1996
- -----------------------------
David E. Sams, Jr.
/s/ Alfred M. Zeien* Director April 24, 1996
- -----------------------------
Alfred M. Zeien
</TABLE>
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney filed herewith.
*Richard M. Howe
<PAGE>
REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------
As counsel to the Registrant, I, James M. Rodolakis, have reviewed this
Post-Effective Amendment No. 8 to Registration Statement No. 33-32361, 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
Attorney
Massachusetts Mutual Life
Insurance Company
<PAGE>
EXHIBIT LIST
99.A(3)(a)(1) Form of Distribution Contract
99.A(3)(a)(2) Form of Co-Underwriting Agreement
99.2 Opinion and Consent of James M. Rodolakis
99.C.1 Consent of Coopers & Lybrand, L.L.P.
99.C.6 Opinion and Consent of C. Dale Games
99.5 Powers of Attorney
(27) Financial Data Schedule
<PAGE>
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 Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
Massachusetts Mutual Separate Account I (the "Separate Account"), a separate
account of MassMutual, as follows:
WHEREAS, the Separate Account was established on _____________ pursuant to
authority of the Board of Directors of MassMutual in order to set aside and
invest assets attributable to certain variable annuity contracts (the
"Contracts") issued by MassMutual; and
WHEREAS, MassMutual 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, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, MassMutual 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, MassMutual 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. MassMutual 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.
MassMutual reserves the right, however, to refuse at any time or times to
sell any Contracts hereunder for any reason, and MassMutual 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.
<PAGE>
2. Services. MML DISTRIBUTORS agrees, on behalf of MassMutual 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 MassMutual. All such agreements
shall be in a form agreed to by MassMutual. 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 MassMutual 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 MassMutual is licensed to sell the Contracts,
and in which such person shall offer or sell the Contracts; and
(b) training and supervising MassMutual'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 MassMutual such training (including the
preparation and utilization of training materials) as in the
opinion of MML DISTRIBUTORS and MassMutual is necessary to
accomplish the purposes of this Agreement;
<PAGE>
(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 MassMutual 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 MassMutual 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 MassMutual 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. MassMutual 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.
MassMutual 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. MassMutual shall advise MML DISTRIBUTORS 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.
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, MassMutual 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 MassMutual. MassMutual represents and warrants to MML
DISTRIBUTORS and to the Independent Brokers as follows:
<PAGE>
(a) MassMutual is an insurance company duly organized under the laws of
the Commonwealth of Massachusetts 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 Massachusetts, 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 a segregated investment account
for the Contracts.
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of MassMutual.
(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) MassMutual 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 where such qualification is effected,
MassMutual 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
MassMutual and constitutes the valid and legally binding obligation of
MassMutual. Neither the execution and delivery of this Agreement by
MassMutual 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 MassMutual, 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 MassMutual as follows:
<PAGE>
(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.
MassMutual 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 agrees to ensure that
it uses and distributes 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 contained in the current Registration Statement
filed with the SEC or in such sales literature as may be authorized by
MassMutual.
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. MassMutual shall review and
approve all advertising and sales literature concerning the Contracts
utilized by MML DISTRIBUTORS. MML DISTRIBUTORS also agrees to furnish to
MassMutual 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 MassMutual, and shall be remitted by MML DISTRIBUTORS or
Independent Brokers promptly, together with such forms and any other
required documentation, directly to MassMutual at the address indicated on
such application or to such other address as MassMutual may, from time to
time, designate in writing. All applications are subject to acceptance or
rejection by MassMutual at its sole discretion.
<PAGE>
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
MassMutual and shall be transmitted immediately in accordance with the
administrative procedures of MassMutual 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
"Massachusetts Mutual Life Insurance Company." No cash payments shall be
accepted by MML DISTRIBUTORS in connection with the Contracts. Unless
otherwise agreed to by MassMutual in writing, neither MML DISTRIBUTORS nor
any of MassMutual's agents nor any broker shall have an interest in any
surrender charges, deductions or other fees payable to MassMutual as set
forth herein.
12. Insurance Licenses. MassMutual 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. MassMutual reserves the
right to refuse to appoint any proposed agent or broker, and to terminate
an agent or broker once appointed. MassMutual 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 MassMutual'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
MassMutual, on behalf of MML DISTRIBUTORS, to the persons entitled thereto
in accordance with the applicable agreement between each such broker or
agent and MassMutual or a general agent thereof. MML DISTRIBUTORS shall
assist MassMutual in the payment of such amounts as MassMutual shall
reasonably request, provided that MML DISTRIBUTORS shall not be required
to perform any acts that would 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, MassMutual 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 that has the following
components: (1) a fixed fee in the amount of $_____ per year, and (2) a
variable fee in the amount of __ basis points (.000x) per year of new
sales of the Contracts. Payments shall commence and be made no later than
December 31 of the year in which a Contract is issued. The variable
component of the fee shall be paid to MML DISTRIBUTORS's affiliate, MML
Insurance Agency, Inc. ("MMLIAI"). The fixed component shall be
renegotiated annually commencing in 1997. The last agreed-to amounts for
each of these fees shall remain in effect until the new fees are mutually
agreed upon and are set forth in schedules attached hereto.
<PAGE>
15. Books and Records. MML DISTRIBUTORS and MassMutual 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 MassMutual 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 MassMutual, 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 MassMutual 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 MassMutual 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 MassMutual, in which case such material shall
be the joint property of MML DISTRIBUTORS and MassMutual. All other
documents, reports, records, books, files and other materials maintained
relative to this Agreement shall be the property of MassMutual. Upon
termination of this Agreement, all said material shall be returned to the
applicable party.
MML DISTRIBUTORS and MassMutual 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 MassMutual 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
<PAGE>
regulations. In particular, without limiting the foregoing, MassMutual
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. MassMutual 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 MassMutual.
18. Indemnification. MassMutual 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 MassMutual 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
MassMutual 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 MassMutual hereunder.
MML DISTRIBUTORS will indemnify MassMutual, 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) 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
<PAGE>
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 MassMutual'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 MassMutual 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 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 MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML
DISTRIBUTORS and MassMutual 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.
<PAGE>
24. Interests in and of MML DISTRIBUTORS. It is understood that any of the
policyholders, directors, officers, employees and agents of MassMutual 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 MassMutual; 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 MassMutual 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.
ATTEST: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf
and on behalf of MASSACHUSETTS
MUTUAL SEPARATE ACCOUNT I
By: ___________________________
ATTEST: MML INVESTORS SERVICES, INC.
By: _______________________________
<PAGE>
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 Massachusetts
Mutual Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
________________________ Separate Account (the "Separate Account"), a separate
account of MassMutual, as follows:
WHEREAS, the Separate Account was established on ____________________,
pursuant to authority of the Board of Directors of MassMutual in order to set
aside and invest assets attributable to certain variable annuity contracts (the
"Contracts") issued by MassMutual; and
WHEREAS, MassMutual 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, MassMutual will continue the effectiveness of the registrations of
the Separate Account under the 1940 Act and the Contracts under the 1933 Act;
and
WHEREAS, MassMutual 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, MassMutual desires to engage MMLISI, a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD, to act as a co-
underwriter ("Co-underwriter") in connection with the distribution of the
Contracts by the full-time career contracted agents of MassMutual ("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;
NOW, THEREFORE, the parties hereto agree as follows:
1. Underwriter. MassMutual 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. MassMutual reserves the right,
however, to refuse at any time or times to sell any Contracts hereunder for any
reason, and MassMutual maintains ultimate responsibility for the sales of the
Contracts.
<PAGE>
2. Services. MMLISI agrees, on behalf of MassMutual 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 MassMutual 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 MassMutual is licensed to sell the
Contracts, and in which such person shall offer or sell the Contracts; and
(b) training and supervising MassMutual'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:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion of MMLISI
and MassMutual 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 MassMutual 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
<PAGE>
(v) impose disciplinary measures on agents of MassMutual 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 MassMutual 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 MassMutual and not to be common law
employees of MassMutual.
5. Registration and Qualification of Contracts. MassMutual 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.
MassMutual 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. MassMutual 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.
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, MassMutual 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 MassMutual. MassMutual represents and warrants to MMLISI
as follows:
(a) MassMutual is an insurance company duly organized under the laws
of the Commonwealth of Massachusetts 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 Massachusetts, 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 a segregated
investment account for the Contracts.
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of MassMutual.
<PAGE>
(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) MassMutual 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,
MassMutual 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
MassMutual and constitutes the valid and legally binding obligation of
MassMutual. Neither the execution and delivery of this Agreement by
MassMutual 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 MassMutual, 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 MassMutual 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.
<PAGE>
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.
MassMutual 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 MassMutual.
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 Contracts and intended for
distribution to prospective investors. MassMutual shall review and approve
all advertising and sales literature concerning the Contracts utilized by
MMLISI. MMLISI also agrees to furnish to MassMutual 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 MassMutual, and shall be remitted by MMLISI
promptly, together with such forms and any other required documentation,
directly to MassMutual at the address indicated on such application or to
such other address as MassMutual may, from time to time, designate in
writing. All applications are subject to acceptance or rejection by
MassMutual 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
MassMutual and shall be transmitted immediately in accordance with the
administrative procedures of MassMutual 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
MassMutual in writing, neither MMLISI nor any of MassMutual's Agents nor
any broker shall have an interest in any surrender charges, deductions or
other fees payable to MassMutual as set forth herein.
12. Insurance Licenses. MassMutual 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. MassMutual reserves the
right to refuse to appoint any proposed Agent or broker, and to terminate
an Agent or broker once appointed. MassMutual agrees to
<PAGE>
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 MassMutual'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
MassMutual, on behalf of MMLISI, to the persons entitled thereto in
accordance with the applicable agreement between each such broker or Agent
and MassMutual or a general agent thereof. MMLISI shall assist MassMutual
in the payment of such amounts as MassMutual 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, MassMutual retains the
ultimate right to determine the commission rate paid to its Agents.
14. MMLISI Compensation. As payment for its services hereunder, MMLISI
shall receive an annual fee in the amount of $______ per year. Payments
shall commence and be made no later than December 31 of the year in which a
Contract is issued.
15. Books and Records. MMLISI and MassMutual 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 MassMutual 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 MassMutual, 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 MassMutual
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
<PAGE>
states or jurisdictions.
MMLISI and MassMutual 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 MassMutual, in which case such material shall be the joint
property of MMLISI and MassMutual. All other documents, reports, records,
books, files and other materials maintained relative to this Agreement
shall be the property of MassMutual. Upon termination of this Agreement,
all said material shall be returned to the applicable party.
MMLISI and MassMutual 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 MassMutual 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, MassMutual 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. MassMutual 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 MassMutual.
18. Indemnification. MassMutual 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 MassMutual 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 MassMutual 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
MassMutual hereunder.
<PAGE>
MMLISI will indemnify MassMutual, 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
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 MassMutual'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 MassMutual prior to termination.
<PAGE>
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 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 MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MMLISI and
MassMutual 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 MassMutual 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 MassMutual; 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 MassMutual and MMLISI, 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.
ATTEST: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf
and on behalf of __________SEPARATE
ACCOUNT
By:_________________________________
ATTEST: MML INVESTORS SERVICES, INC.
By:_________________________________
<PAGE>
[LETTERHEAD OF MASSMUTUAL]
April 15, 1996
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
RE: Post-Effective Amendment No. 8 to Registration
Statement No. 33-32361 filed on Form S-6
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 8 to Registration Statement No. 33-32361 under the Securities
Act of 1933 for Massachusetts Mutual Life Insurance Company's
("MassMutual") Flexible Premium Variable Whole Life Insurance Policy With
Tables of Selected Face Amounts (the "Policy"). Massachusetts Mutual
Variable Life Separate Account I issues the Policy.
As Attorney for MassMutual, I provide legal advice to MassMutual in
connection with the operation of its variable products. In such role I am
familiar with the Post-Effective Amendment for the Policy. In so acting, I
have made such examination of the law and examined such records and
documents as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. I am of the following opinion:
1. MassMutual is a valid and subsisting corporation,
organized and operated under the laws of the Commonwealth of Massachusetts
and is subject to regulation by the Massachusetts Commissioner of
Insurance.
2. Massachusetts Mutual Variable Life Separate Account I
is a separate account validly established and maintained by MassMutual in
accordance with Massachusetts law.
3. All of the prescribed corporate procedures for the
issuance of the Policy have been followed, and all applicable state laws
have been complied with.
I hereby consent to the use of this opinion as an exhibit to this Post-
Effective Amendment.
Very truly yours,
/s/ James M. Rodolakis
James M. Rodolakis
Attorney
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in Post-Effective Amendment No. 8 to the
Registration Statement of Massachusetts Mutual Variable Life Separate
Account I (Large Case Variable Life Plus segment) on Form N-8B-2
(Registration No. 33-32361), of our report dated March 1, 1996 on our
audits of the supplemental financial statements of Massachusetts Mutual
Life Insurance Company, which, as more fully described in our report, give
retroactive effect to the merger of Massachusetts Mutual Life Insurance
Company and Connecticut Mutual Life Insurance Company, and which includes
an explanatory paragraph relating to the pending sale of a wholly-owned
insurance subsidiary, and of our report dated February 9, 1996 on our
audits of Massachusetts Mutual Variable Life Separate Account I (Large Case
Variable Life Plus segment). We also consent to the reference to our Firm
under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
April 26, 1996
<PAGE>
[LETTERHEAD OF MASSMUTUAL]
April 1, 1996
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Ladies and Gentlemen:
This opinion is furnished in connection with Post-Effective Amendment No. 8
to Registration Statement No. 33-32361 for Massachusetts Mutual Life
Insurance Company's Flexible Premium Variable Whole Life Insurance Policies
with Table of Selected Face Amounts (the "Policies") under the Securities
Act of 1933. The prospectus included in the post-effective amendment
describes the Policies. I am familiar with the forms of the Policies and
the prospectus.
In my opinion, the illustrations of benefits under the Policies included in
the section entitled "Illustrations" in Appendix A of the prospectus, based
on the assumptions stated in the illustrations, are consistent with the
provisions of the respective forms of the Policies. The age selected in the
illustrations is representative of the manner in which the Policies
operate.
I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 8 to Registration Statement No. 33-32361, and to the
reference of my name under the heading "Experts" in the prospectus.
Sincerely,
/s/ C. Dale Games
C. Dale Games, FSA, MAAA
Second Vice President
<PAGE>
EXHIBIT 9
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Daniel J. Fitzgerald, Chief Financial Officer of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
Such attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as Chief Financial Officer of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with
the Securities Act of 1933, as amended (the "1933 Act"), the Investment
Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as Chief
Financial Officer of MassMutual to the Registration Statements and to any
instruments or documents filed or to be filed with the Commission under the
1933 Act and the 1940 Act in connection with such Registration Statements,
including any and all amendments to such statements, documents or
instruments of any MassMutual Separate Account, including but not limited
to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Daniel J. Fitzgerald
---------------------------- ------------------------------------
Daniel J. Fitzgerald Witness
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Thomas B. Wheeler, Chief Executive Officer and Chairman of
the Board of Directors of Massachusetts Mutual Life Insurance
Company("MassMutual"), does hereby constitute and appoint Lawrence V.
Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson, and each
of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as Chief Executive Officer and Chairman of the Board of Directors of
MassMutual that said attorneys and agents may deem necessary or advisable
to enable MassMutual to comply with the Securities Act of 1933, as amended
(the "1933 Act"), the Investment Company Act of 1940, as amended (the "1940
Act"), and any rules, regulations, orders or other requirements of the
Securities and Exchange Commission (the "Commission") thereunder. This
power of attorney applies to the registration, under the 1933 Act and the
1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's
name on his behalf as Chief Executive Officer and Chairman of the Board of
Directors of MassMutual to the Registration Statements and to any
instruments or documents filed or to be filed with the Commission under the
1933 Act and the 1940 Act in connection with such Registration Statements,
including any and all amendments to such statements, documents or
instruments of any MassMutual Separate Account, including but not limited
to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Thomas B. Wheeler
---------------------------------- -------------------------------
Thomas B. Wheeler Witness
Chief Executive Officer and
Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John J. Pajak, Vice Chairman of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as Vice Chairman of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as Vice
Chairman of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ John J. Pajak
--------------------------------------- ----------------------------
John J. Pajak Witness
Vice Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James R. Birle, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of
February, 1996.
/s/ James R. Birle
------------------------------ --------------------------------
James R. Birle Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Frank C. Carlucci, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Frank C. Carlucci
---------------------------- -------------------------------
Frank C. Carlucci Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Gene Chao, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Gene Chao
------------------------------- -------------------------------
Gene Chao Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Patricia Diaz Dennis, a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as her true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on her behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 19th day of
February, 1996.
/s/ Patricia Diaz Dennis
------------------------------ -----------------------------
Patricia Diaz Dennis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Ellis, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ William B. Ellis
------------------------------ -------------------------------
William B. Ellis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Robert M. Furek, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Robert M. Furek
---------------------------- ------------------------------
Robert M. Furek Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, George B. Harvey, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ George B. Harvey
----------------------------- ----------------------------------
George B. Harvey Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John F. Maypole, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ John F. Maypole
----------------------------- ----------------------------
John F. Maypole Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, David E. Sams, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 19th day of
February, 1996.
/s/ David E. Sams, Jr.
---------------------------- ------------------------------
David E. Sams, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Roger G. Ackerman, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Roger G. Ackerman
----------------------------- -----------------------------
Roger G. Ackerman Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Anthony Downs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Anthony Downs
----------------------------- -----------------------------
Anthony Downs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James L. Dunlap, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ James L. Dunlap
----------------------------- ------------------------------
James L. Dunlap Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Charles K. Gifford, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Charles K. Gifford
------------------------------ ---------------------------
Charles K. Gifford Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William N. Griggs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of
February, 1996.
/s/ William N. Griggs
----------------------------- -----------------------------
William N. Griggs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James G. Harlow, Jr., a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ James G. Harlow, Jr.
----------------------------- ------------------------------
James G. Harlow, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara B. Hauptfuhrer, a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as her true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on her behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March,
1996.
/s/ Barbara B. Hauptfuhrer
----------------------------- ------------------------------
Barbara B. Hauptfuhrer Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Sheldon B. Lubar, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Sheldon B. Lubar
------------------------------ -------------------------------
Sheldon B. Lubar Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Marx, Jr., a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ William B. Marx, Jr.
----------------------------- -----------------------------
William B. Marx, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Donald F. McCullough, a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March,
1996.
/s/ Donald F. McCullough
------------------------------ ----------------------------
Donald F. McCullough Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara Scott Preiskel, a member of the Board of Directors
of Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as her true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on her behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March,
1996.
/s/ Barbara Scott Preiskel
------------------------------ ------------------------------
Barbara Scott Preiskel Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Alfred M. Zeien, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take
any and all action and execute any and all instruments on the Undersigned's
behalf as a member of the Board of Directors of MassMutual that said
attorneys and agents may deem necessary or advisable to enable MassMutual
to comply with the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies
to the registration, under the 1933 Act and the 1940 Act, of shares of
beneficial interest of MassMutual separate investment accounts (the
"MassMutual Separate Accounts"). This power of attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as a
member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with
the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such
statements, documents or instruments of any MassMutual Separate Account,
including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of
February, 1996.
/s/ Alfred M. Zeien
----------------------------- --------------------------
Alfred M. Zeien Witness
Member, Board of Directors
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 36,346,944
<INVESTMENTS-AT-VALUE> 38,876,476
<RECEIVABLES> 669,132
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,545,608
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,224
<TOTAL-LIABILITIES> 1,224
<SENIOR-EQUITY> 0
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<DIVIDEND-INCOME> 1,261,605
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<EXPENSES-NET> 88,330
<NET-INVESTMENT-INCOME> 1,173,275
<REALIZED-GAINS-CURRENT> 238,460
<APPREC-INCREASE-CURRENT> 2,825,172
<NET-CHANGE-FROM-OPS> 4,236,907
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 26,676,955
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 26,205,906
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.0
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