<PAGE>
Registration No. 33-89798
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
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 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; Glossary; The Separate Account
2 Cover Page; MassMutual and the Separate Account
3 Investment Advisors and the Portfolio Managers
4 Sales and Other Agreements
5 MassMutual and the Separate Account
6 MassMutual and the Separate Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Cover Page; Summary of the Policy; Detailed Information
about the Policy; Flexibility to Adjust the Amount of Death
Benefit; Transfers; Surrender of the Policy; Withdrawal of
Cash Surrender Value; Death Benefit; Voting Rights
11 MassMutual and the Separate Account
12 MassMutual and the Separate Account; Sales and Other
Agreements
13 MassMutual and the Separate Account; Charges and Deductions
14 Summary of the Policy; MassMutual and the Separate Account;
Detailed Information About the Policy; The Investment
Advisors and Portfolio Managers; MassMutual and the Separate
Account; Surrender Charges; Other Charges; Sales and Other
Agreements
15 Summary of the Policy; Detailed Information About the Policy
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
----------- -------
16 Summary of the Policy; MassMutual and the Separate Account;
Detailed Information About the Policy
17 Summary of the Policy; Account Value and Cash Surrender
Value; Withdrawal Fee
18 MassMutual and the Separate Account
19 Service Agreement; Records and Reports
20 Not Applicable
21 Summary of the Policy; Policy Loan Privilege
22 Not Applicable
23 Bonding Arrangement
24 Limits on Our Right to Challenge the Policy; Suicide; Error
of Age or Sex; Assignment; Beneficiary; Limits on Our Right;
MassMutual and the Separate Account
25 Detailed Information About the Policy
26 Not Applicable
27 Detailed Information About the Policy
28 Directors and Executive Officers of MassMutual
29 MassMutual and the Separate Account
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 Detailed Information about the 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 MassMutual and the Separate Account; Charges for Federal
Taxes;
45 Not Applicable
46 MassMutual and the Separate Account
47 MassMutual and the Separate Account
48 MassMutual and the Separate Account
49 Not Applicable
50 MassMutual and the Separate Account
51 Cover Page; Detailed Information About the Policy
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
----------- -------
52 MassMutual and the Separate Account; Reservation of Rights
53 Federal Income Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Report of Independent Accountants and Financial Statements
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICIES*
ISSUED BY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
This Prospectus describes a flexible premium variable whole life insurance
policy (the "Policy") offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Policy, for so long as it remains in force, provides
lifetime insurance protection on the Insured named in the Policy. The Policy is
designed to provide maximum flexibility in connection with premium payments and
Death Benefits by permitting the Policyowner, subject to certain restrictions,
to vary the frequency and amount of Planned Premium Payments and to increase or
decrease the Death Benefit payable under the Policy. This flexibility allows a
Policyowner to provide for changing insurance needs under a single insurance
policy. A Policy may also be surrendered for its Cash Surrender Value.
The Policyowner may allocate Net Premiums and Account Value among the divisions
(the "Divisions") of the designated segment of Massachusetts Mutual Variable
Life Separate Account I (the "Separate Account") and a Guaranteed Principal
Account (the "GPA"). The assets of each Division will be used to purchase, at
net asset value, shares of a designated investment fund. Currently, the
available funds include the following funds of either MML Series Investment Fund
(the "MML Trust") or Oppenheimer Variable Account Funds (the "Oppenheimer
Trust"):
MML Trust: Oppenheimer Trust:
--------- -----------------
MML Equity Fund Oppenheimer Capital Appreciation Fund
MML Money Market Fund Oppenheimer Global Securities Fund
MML Managed Bond Fund Oppenheimer Growth Fund
MML Blend Fund Oppenheimer Strategic Bond Fund
The Policyowner bears the investment risk of any Account Value allocated to the
Separate Account. The Death Benefit may, and the Cash Surrender Value will,
vary up and down depending on the investment performance of the Divisions.
While there is no guaranteed minimum Cash Surrender Value for funds invested in
the Separate Account, a Policy's Death Benefit will never be less than the
Selected Face Amount less any Policy Debt and any unpaid Monthly Charges.
Furthermore, the Policy will not lapse provided there are sufficient funds
available to pay certain monthly charges.
All Policies are serviced through MassMutual's Home Office, located at 1295
State Street, Springfield, Massachusetts 01111-0001. The telephone number is
(413) 788-8411.
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 PROSPECTUSES FOR MML
SERIES INVESTMENT FUND AND OPPENHEIMER VARIABLE ACCOUNT FUNDS.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
THE BENEFICIARY OF A POLICY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY
SIMILAR TO OR COMPARABLE WITH 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 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.
The date of this Prospectus is May 1, 1996 .
*Title may vary in some jurisdictions
<PAGE>
Table Of Contents
<TABLE>
<CAPTION>
<S> <C> <C>
Definition Of Terms.......................................................... 5
I. SUMMARY OF THE POLICY................................................... 7
The Policy.............................................................. 7
The Separate Account and the Guaranteed Principal Account............... 7
Availability of the Policy.............................................. 7
The Death Benefit....................................................... 7
Flexibility to Adjust the
Amount of Death Benefit................................................. 7
Premium Features........................................................ 8
Transfers............................................................... 8
Charges and Deductions.................................................. 8
Deductions from Premiums.............................................. 8
Monthly Charges....................................................... 8
Surrender Charge...................................................... 8
Administrative Surrender Charge..................................... 8
Sales Load Surrender Charge......................................... 8
Mortality and Expense Risk Charge..................................... 9
Other Charges......................................................... 9
Policy Loan Privilege................................................... 9
Surrender of the Policy................................................. 9
Withdrawal of Cash Surrender Value...................................... 9
II. INFORMATION ABOUT MASSMUTUAL AND THE SEPARATE ACCOUNT................... 9
MassMutual.............................................................. 9
OppenheimerFunds, Inc................................................... 9
The Separate Account.................................................... 10
MML Trust and Oppenheimer Trust......................................... 10
- MML Equity Fund..................................................... 11
- MML Money Market Fund............................................... 11
- MML Managed Bond Fund............................................... 11
- MML Blend Fund...................................................... 11
- Oppenheimer Capital Appreciation Fund............................... 11
- Oppenheimer Global Securities Fund.................................. 11
- Oppenheimer Growth Fund............................................. 11
- Oppenheimer Strategic Bond Fund..................................... 11
The Investment Advisers and Portfolio Managers.......................... 11
- Rates of Return..................................................... 12
- Tables I through III................................................ 13
- Table IV............................................................ 14
Performance Illustration................................................ 14
- Tables V............................................................ 14
- Tables VI and VII................................................... 15
- Tables VIII and IX.................................................. 16
- Tables X through XII................................................ 17
III. DETAILED INFORMATION ABOUT THE POLICY
Availability of Policy.................................................. 18
Unisex Policies......................................................... 18
Death Benefit........................................................... 18
- Death Benefit Options............................................... 18
- Minimum Face Amount................................................. 18
- Changes in Death Benefit Option..................................... 18
- Changes in Selected Face Amount..................................... 19
- Increases in Selected Face Amount................................... 19
- Decreases in Selected Face Amount................................... 19
Premiums................................................................ 19
- Premium Flexibility................................................. 19
- Planned Annual Premium.............................................. 19
- Premium Limitations................................................. 19
Allocation of Net Premium Payments...................................... 20
Transfers............................................................... 20
Dollar Cost Averaging................................................... 20
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Policy Lapse and Reinstatement.......................................... 20
- Policy Lapse........................................................ 20
- Reinstatement Option................................................ 20
Charges and Deductions.................................................. 21
Deductions from Premiums................................................ 21
- Sales Charge........................................................ 21
- Premium Tax Charge.................................................. 21
- Monthly Charge...................................................... 21
- Administrative Charge............................................... 21
- Mortality Charge.................................................... 21
- Rider Charge........................................................ 21
Daily Charges against Separate Account.................................. 21
- Mortality and Expense Risk Charge................................... 21
- Charges for Federal Taxes........................................... 22
- Investment Management Fee and Other Expenses........................ 22
Surrender Charges....................................................... 22
- General............................................................. 22
- Administrative Surrender Charge..................................... 22
- Sales Load Surrender Charge......................................... 22
- Surrender Charge Upon Decrease in Selected Face Amount.............. 22
- Other Charges....................................................... 22
- Withdrawal Fee...................................................... 22
- Charge for Increase in Selected Face Amount......................... 22
- Charge for Change from Option 1 to Option 2......................... 22
Account Value and Cash Surrender Value.................................. 23
- Account Value....................................................... 23
- Investment Return................................................... 23
- Cash Surrender Value................................................ 23
- Withdrawals......................................................... 23
Policy Loan Privilege................................................... 23
- General............................................................. 23
- Source of Loan...................................................... 23
- Interest Charged.................................................... 23
- Repayment........................................................... 23
- Interest on Loaned Value............................................ 24
- Effect of Loan....................................................... 24
Free Look Provision..................................................... 24
The Guaranteed Principal Account........................................ 24
Federal Income Tax Considerations....................................... 24
- MassMutual's Tax Status............................................. 25
- Policy Proceeds, Premiums and Loans................................. 25
- Modified Endowment Contracts........................................ 26
- Qualified Plans..................................................... 26
- Diversification Standards........................................... 26
Your Voting Rights...................................................... 27
Reservation of Rights................................................... 27
Additional Provisions of the Policy..................................... 27
Additional Benefits You Can Get by Rider................................ 27
Disability Benefit Rider................................................ 27
Accidental Death Benefit Rider.......................................... 27
Insurability Protection Rider........................................... 27
Death Benefit Guarantee Rider........................................... 27
Accelerated Death Benefit Rider......................................... 28
Right to Exchange Insured Endorsement................................... 28
Exchange Privilege...................................................... 28
Beneficiary............................................................. 28
Assignment.............................................................. 28
Limits on Our Right to Challenge the Policy............................. 28
Error of Age or Sex..................................................... 28
Suicide................................................................. 28
When We Pay Proceeds.................................................... 28
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Payment Options......................................................... 29
Records and Reports..................................................... 29
Sales and Other Agreements.............................................. 29
Commission Schedule..................................................... 30
Bonding Arrangement..................................................... 30
Officers and Directors of MassMutual.................................... 30
Legal Proceedings....................................................... 35
Experts................................................................. 35
Financial Statements.................................................... 35
Appendix A
Illustrations of Death Benefits,
Cash Surrender Values, Account Values
and Accumulated Premiums.............................................. 59
</TABLE>
4
<PAGE>
Definition Of Terms
Account Value: The sum of the Variable Account Value and the Fixed Account
Value of the Policy.
Attained Age: The Issue Age of the Insured plus the number of completed Policy
Years since the Policy Date.
Beneficiary(ies): The person or persons specified by the Policyowner to receive
some or all of the Death Benefit when the Insured dies.
Cash Surrender Value: The amount payable to a Policyowner upon surrender of the
Policy. It is equal to the Account Value less any surrender charges and less
any Policy Debt and any unpaid Monthly Charges.
Death Benefit: The net amount paid to a Beneficiary following receipt of due
proof of the death of the Insured. The Death Benefit is equal to the benefit
provided by the Death Benefit Option less any Policy Debt and any unpaid Monthly
Charges.
Death Benefit Option: The Policy offers two Death Benefit Options for
determination of the amount of the Death Benefit. The amount of benefit
provided under Option 1 is the greater of the Selected Face Amount or Minimum
Face Amount on the date of death. The amount of benefit provided under Option 2
is the greater of the Selected Face Amount plus the Account Value on the date of
death and the Minimum Face Amount on the date of death. The Death Benefit
Option is elected at time of application and, subject to certain limitations,
may be changed at a later date.
Effective Annual Rate of Return: The interest rate which, if applied to the
value of an investment at the beginning of a stated period and compounded
annually, would result in the value of that investment at the end of the period.
Fixed Account Value: The current Account Value which is allocated to the GPA.
Guaranteed Principal Account ("GPA"): A fixed account to which a Policyowner
may make allocations.
Home Office: The Home Office of MassMutual which is located at 1295 State
Street, Springfield, Massachusetts 01111-0001.
Insured: The person whose life this Policy insures.
Issue Age: The age of the Insured at his or her birthday nearest the Policy
Date. The Issue Age is shown on the schedule page of the Policy.
Minimum Face Amount: An amount equal to the applicable percentage times the
Account Value. The applicable percentage depends on the sex, smoking
classification, and Attained Age of the Insured. The applicable percentages are
shown in the Policy.
Monthly Calculation Date: The monthly date on which the Monthly Charges for the
Policy are deducted from the Account Value. The first Monthly Calculation Date
will be the Policy Date, and subsequent Monthly Calculation Dates will be on the
same day of each succeeding calendar month.
Monthly Charges: The charges assessed against the Policy's Account Value on
each Monthly Calculation Date. Each Monthly Charge includes an administrative
charge, a mortality charge, and a rider charge (if any).
Net Premium: The remainder of the premium after the deduction of the Premium
Expense Charge.
Policy: The flexible premium variable life insurance policy offered by
MassMutual that is described in this Prospectus.
Policy Anniversary: An anniversary of the Policy Date.
Policyowner: The person or entity that owns the Policy.
Policy Date: The date shown on the Policy that is the starting point for
determining Policy Anniversary Dates, Policy Years, and Monthly Calculation
Dates.
Policy Debt: The amount of the obligation owed by the Policyowner to MassMutual
from outstanding loans made to the Policyowner under the Policy. This amount
includes any loan interest accrued.
Policy Year: The twelve-month period commencing with the Policy Date, and each
twelve-month period thereafter.
Premium Expense Charge: The amount deducted from a premium payment consisting of
the premium tax charge and the sales charge.
Register Date: The date when a completed Part 1 of the Application is received
or when the first Net Premium is allocated to the Divisions and/or GPA. The
Register Date cannot be prior to the Policy Date.
Selected Face Amount: The amount of insurance coverage issued under the Policy.
Subject to certain limitations, the Policyowner may change the Selected Face
Amount after issue.
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 with the Securities and
Exchange Commission pursuant to the Investment Company Act of 1940, as amended
("1940 Act"). The Separate Account is used to receive and invest premiums for
this Policy.
Valuation Date: A date on which the net asset value of the shares of the
Divisions is determined. Generally, this will be any date on which the New York
Stock Exchange (or its successor) is open for trading.
5
<PAGE>
Valuation Period: The period, consisting of one or more days, from one Valuation
Time to the next succeeding Valuation Time.
Valuation Time: The time of the close of the New York Stock Exchange (currently
4:00 p.m. eastern time) on a Valuation Date. All actions which are to be
performed on a Valuation Date will be performed as of the Valuation Time.
Variable Account Value: The value equal to the number of Accumulation Units
multiplied by the number of units in the Division that the Policyowner owns.
We or Us: Refers to MassMutual.
You or Yours: Refers to the Policyowner.
6
<PAGE>
I. Summary Of The Policy
This summary is intended to provide a brief overview of the more significant
aspects of the Policy. Further detail is provided elsewhere in this Prospectus.
Additionally, You should consult Your Policy for a further understanding of its
terms and conditions.
The Policy
The Policy is a life insurance contract providing a death benefit, cash values,
surrender rights, policy loan privileges, and other features traditionally
associated with life insurance. It provides that the Policyowner may, subject
to certain limitations, make premium payments in any amount and at any frequency
while the Insured is living.
The Policy is a "flexible premium" policy because, unlike traditional insurance
policies, there is no fixed schedule of premium payments. Although the
Policyowner may establish a schedule of premium payments ("Planned Premium
Payments"), failure to make a Planned Premium Payment will not necessarily cause
a Policy to lapse nor will making the Planned Premium payments guarantee that a
Policy will remain in force. Thus, a Policyowner may, but is not required to,
pay additional premiums after making an initial premium payment. This
flexibility permits a Policyowner to provide for changing insurance needs within
a single insurance policy.
The Policy is "variable" because, unlike the fixed benefits of traditional
insurance policies, the Death Benefits may, and the Cash Surrender Value most
likely will, vary in relation to the investment experience of the Divisions to
which a Policyowner has allocated Net Premiums. Additionally, the GPA's
crediting rate, although it will not go below 3%, may be adjusted periodically.
The Policy will enter a grace period when the Account Value less any Policy Debt
is insufficient to pay the Monthly Charges on a particular Monthly Calculation
Date. At the beginning of the grace period, We will mail You a notice stating
the amount of premium needed to cover the difference between the Account Value,
less any Policy Debt, and the Monthly Charges. During the grace period, the
Policy remains in force. The grace period ends the later of 61 days after the
Monthly Calculation Date on which the Account Value, less any Policy Debt is
insufficient to pay the Monthly Charges, or 30 days after We mail the notice.
If the required premium is not paid within the grace period, the Policy will
lapse and terminate without value.
The Separate Account And The Guaranteed Principal Account
The Policyowner may allocate Net Premiums to one or more Divisions and to the
GPA. Each Division invests in shares of a designated fund. Currently these
funds include the following MML Trust and Oppenheimer Trust Funds:
MML Trust Oppenheimer Trust
- --------- -----------------
MML Equity Fund Oppenheimer Capital Appreciation
MML Money Market Fund Fund
MML Managed Bond Fund Oppenheimer Growth Fund
MML Blend Fund Oppenheimer Global Securities
Fund
Oppenheimer Strategic Bond Fund
Although a Policy has no guaranteed minimum Cash Surrender Value for amounts
invested in the Separate Account, the Death Benefit will not be less than the
Selected Face Amount so long as the Policy has not lapsed. Furthermore, the
Policy will not lapse while there is sufficient value to cover applicable
Monthly Charges.
Availability Of The Policy
The Policy may be issued on an Insured up to [or through] Issue Age 80. The
minimum Selected Face Amount is $50,000. Before issuing the Policy, MassMutual
will require satisfactory evidence of insurability, which may include a medical
examination.
The Death Benefit
While the Policy remains in force, MassMutual will pay the Death Benefit of the
Policy to the Beneficiary upon receipt of due proof of the death of the Insured.
The Death Benefit will be the amount of the benefit provided under the Death
Benefit Option then in effect, reduced by any Policy Debt and any unpaid Monthly
Charges.
The Policy provides a choice of two Death Benefit Options. The benefit provided
under Option 1 is the Policy's Selected Face Amount or, if greater, the Policy's
Minimum Face Amount. The benefit provided under Option 2 is the sum of the
Policy's Selected Face Amount and the Account Value or, if greater, the Policy's
Minimum Face Amount.
In order for the Policy to qualify as life insurance under current federal tax
laws, the Policy must have a Minimum Face Amount. The Minimum Face Amount is
equal to an applicable percentage of the Account Value. The applicable
percentages depend on the sex, smoking classification, and Attained Age of the
Insured, and are set forth in the Policy.
Flexibility To Adjust The Amount Of Death Benefit
Subject to certain restrictions, the Policyowner may request a change in the
Death Benefit Option or an increase or decrease in the Selected Face Amount of
the Policy.
After the first Policy Year, the Policyowner may change the Death Benefit
Option. Changes from Option 2 to Option 1 may be made without submitting
satisfactory evidence of insurability. Changes from Option 1 to Option 2,
however, will require evidence of insurability satisfactory to MassMutual. To
cover the cost of processing this type of change, a $75 charge is deducted on a
pro rata basis among the Divisions and the GPA. (MassMutual currently does
not charge the $75 fee for this change, but it reserves the right to do so.)
The Policyowner
7
<PAGE>
may not change from Option 1 to Option 2 after reaching Attained Age 80.
Additional evidence of insurability is required for an increase in the Selected
Face Amount. An increase cannot be for less than $15,000 and will not be
permitted after the Insured reaches an Attained Age of 80. To cover the cost of
processing a requested increase, a $75 charge is deducted, on a pro rata basis
among the Divisions and the GPA, from the Account Value.
Decreases in coverage are allowed after the first Policy Year, although
MassMutual believes such decreases are not in the best interest of a
Policyowner. A decrease will not be allowed if the Death Benefit Option amount
would fall below $50,000. A decrease may result in the imposition of surrender
charges applied on a pro-rata basis among the Divisions and the GPA on the
effective date of the increase.
Premium Features
MassMutual requires You to pay a minimum initial premium. Thereafter, subject to
certain limitations, You may pay premiums at any time and in any amount.
When applying for a Policy, You select a planned annual premium and a payment
frequency. According to this schedule, MassMutual will send You a premium
notice. You may change the Planned Premium and payment frequency by sending a
written notice requesting such change to our Home Office.
There is no penalty if the Planned Premium is not paid, nor does payment of the
Planned Premium 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 will lapse whenever the Account Value less Policy
Debt becomes insufficient to pay current Monthly Charges and a grace period
expires without sufficient payment.
Transfers
By written request, You may transfer all or part of the value of Your
Accumulation Units in a Division to one or more other Divisions or to the GPA.
Although under current practice we impose no limitations on your right to make
transfers, we reserve the right to limit transfers to not more than one every 90
days to comply with Section 404(c) of ERISA. Any limitation would not apply to
a transfer of the entire Variable Account Value to the GPA and to automated
transfers in connection with any program we have put in place.
Transfers of values from the GPA to the Separate Account are limited to one per
Policy Year. Any transfer from the GPA to a Division cannot exceed 25% of the
Fixed Account Value (less any Policy Debt) at the time of the transfer.
Charges And Deductions
Deductions from Premiums. A Sales Charge and a Premium Tax Charge will be
deducted from each premium payment prior to allocation to the Separate Account
and GPA. The Sales Charge is 2.0% of premium payments and the Premium Tax
Charge is 2.0% of premium payments. The Premium Tax Charge is intended to
compensate MassMutual for taxes imposed by various states and local
jurisdictions on MassMutual's receipt of premiums from Policyowners. Premium
taxes vary from state to state, and, in some instances, among localities; the
range of premium taxes is .75% to 3.5%. The 2.0% rate approximates the average
tax rate expected to be paid on premiums from all states. The Premium Tax
Charge may be higher or lower than the actual premium tax imposed by the
jurisdiction in which the Policy is written. MassMutual does not expect to make
a profit from this charge. MassMutual currently intends to waive both charges
after Policy Year 20; however, MassMutual reserves the right not to waive the
charge(s), or to reimpose such charge(s) after initially waiving such
charges. During 1995, the aggregate amount of such deductions from premiums
was $15,594 for sales charges and $15,594 for state premium tax charges.
Monthly Charges. On each Monthly Calculation Date, the Account Value will
be reduced by a Monthly Charge, consisting of an Administrative Charge, a
Mortality Charge and a charge for any additional benefits added by Rider. The
Administrative Charge is currently $6 and it is guaranteed not to exceed $9.
During 1995, the aggregate amount of such charges was $7,668.
The Mortality Charge will be determined by multiplying the "amount at risk
under the Policy" (that is, the Death Benefit, discounted at the monthly
equivalent rate of 3% per year, less the Account Value) by the monthly mortality
rate, which will depend on the sex, rate class and Issue Age of the Insured, the
duration of the Policy, and MassMutual's expectations as to future mortality and
expense experience. The monthly mortality rates will not exceed the guaranteed
maximum monthly mortality rates set forth in the Policy which are based on the
sex, rate class, and Attained Age of the Insured and the "1980 Commissioners
Standard Ordinary Mortality Table." During 1995, the aggregate mortality
charges were $64,166.
Surrender Charge. During the first 15 Policy Years and during the first 15
years following any increase in the Selected Face Amount, MassMutual will impose
a Surrender Charge if the Policyowner surrenders the Policy or decreases the
Selected Face Amount under the Policy. The surrender charge has two parts - an
Administrative Surrender Charge and a Sales Load Surrender Charge.
Administrative Surrender Charge. This charge is $5 for each $1,000 of Selected
Face Amount. It remains level for the first five Policy Years, then grades down
to zero over the next five policy years. This charge reimburses MassMutual for
expenses incurred in issuing the Policy (or increase in the Selected Face
Amount), such as processing the applications (including underwriting) and
setting up computer records. It is not designed to produce a profit.
Sales Load Surrender Charge. This charge is equal to 26% of the premiums paid
up to the Surrender Charge Band, plus 4% of premiums paid in excess of the
Surrender Charge Band but less than three times the Surrender Charge Band. The
Surrender Charge Band is set forth in the Policy and is an amount generally
calculated on the basis of the Selected Face Amount and varies by the age and
sex of the Insured at the time of purchase.
8
<PAGE>
Example of Surrender Charge Bands per $1,000
Age 25 Age 40 Age 55
$6.26 $9.91 $28.49
The Sales Load Surrender Charge remains level for the first 10 years, then
grades down to zero over the next five Policy Years in accordance with the
percentages set forth in the Policy.
Mortality and Expense Risk Charge. MassMutual assesses a charge against each of
the Divisions for the mortality and expense risk it assumes. Currently, the
charge is equal, on an annual basis, to 0.55% of the daily net asset value of
the Separate Account. MassMutual reserves the right to increase the charge up
to a maximum effective annual rate of 0.90%. This charge is not deducted from
the GPA. The aggregate amount of such charges, which are paid quarterly,
against the Separate Account divisions in 1995 was $634.
Other Charges. If the Policyowner requests and MassMutual accepts an
increase in Selected Face Amount or a change in the Death Benefit Option from
Option 1 to Option 2, a charge of $75 will be deducted from the Account Value on
the effective date of the increase or option change to cover processing
costs. (MassMutual currently does not charge a $75 fee for a change in the
Death Benefit Option, but it reserves the right to do so.)
Policy Loan Privilege
After the first Policy Year (or sooner if required by law), the Policyowner may
at any time borrow from the Policy an amount up to 90% of the Account Value less
any Surrender Charge, reduced by any outstanding Policy Debt.
At time of application, the Policyowner may elect a fixed loan rate of 6% or (in
all jurisdictions except Arkansas) an adjustable loan rate, based on the monthly
average of the corporate yield on seasoned corporate bonds as published by
Moody's Investors Service, Inc.
If interest is not paid when due, it will be added to the outstanding loan
balance. The capitalization of unpaid loan interest may have tax consequences
upon surrender or lapse of the Policy (See Policy Proceeds, Premiums and Loans,
page 25). Policy loans may be repaid at any time while the Insured is
living.
Surrender Of The Policy
The Policyowner may at any time fully surrender the Policy and receive its Cash
Surrender Value. The Cash Surrender Value will equal the Account Value less any
applicable Surrender Charge and less any Policy Debt and any unpaid Monthly
Charges. Surrender of the Policy with outstanding Policy Debt may have tax
consequences. (See Policy Proceeds, Premiums and Loans, page 25.)
Withdrawal Of Cash Surrender Value
After the first Policy Year, the Policyowner may, subject to certain
restrictions, request a withdrawal of up to 75% of the Policy's Cash Surrender
Value. For each withdrawal, a fee of $25 (or 2% of the amount withdrawn, if
less) is deducted from the amount withdrawn. This fee is guaranteed not to
increase for the duration of the Policy and is intended to compensate MassMutual
for processing associated with the withdrawal. MassMutual does not intend to
make a profit from this fee. The minimum amount of a withdrawal is $100 (before
deducting the withdrawal fee). If Death Benefit Option 1 is in effect,
MassMutual will reduce the Selected Face Amount by the amount of the withdrawal
unless satisfactory evidence of insurability is provided. A surrender charge is
not assessed if a withdrawal is taken. Withdrawal of the Cash Surrender Value
may have tax consequences. (See Policy Proceeds, Premiums and Loans,
page 25.)
II. Information About MassMutual And The Separate Account
MassMutual
MassMutual, a mutual life insurance company, was chartered in Massachusetts in
1851. MassMutual's home office is located in Springfield, Massachusetts.
It is authorized to transact life, health, and accident business in all states.
Additionally, it is licensed to transact all such businesses, except variable
life business in the District of Columbia. MassMutual serves as investment
adviser to the MML Trust. MassMutual has entered into investment sub-advisery
contracts with Concert Capital Management, Inc. ("Concert Capital"), a
wholly-owned subsidiary of MassMutual. These agreements provide that Concert
Capital manages the investment and reinvestment of the assets of the MML Equity
Fund and the Equity Sector of the MML Blend Fund. Both MassMutual and Concert
Capital are registered as investment advisers under the Investment Advisers Act
of 1940.
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.
OppenheimerFunds, Inc.
OppenheimerFunds, Inc. ("OFI") is an investment adviser organized under the laws
of Colorado as a corporation; it was initially organized in 1959. (Prior to
January 5, 1996, OFI was known as Oppenheimer Management Corporation.) It
(including a subsidiary) advises U.S. investment companies with assets
9
<PAGE>
aggregating over $42 billion as of December 31, 1995, and with more than 2.8
million shareholder accounts. OFI is owned by Oppenheimer Acquisition
Corporation, a holding company owned in part by senior management of OFI and
ultimately controlled by MassMutual. OFI serves as investment advisor to the
Oppenheimer Trust. OFI is registered as an investment adviser under the
Investment Advisers Act of 1940.
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 Chapter 132G of Chapter 175 of the Massachusetts General Laws.
The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust pursuant to the provisions of the Investment Company
Act of 1940. Registration does not involve supervision of the management or
investment practices of either 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.
The Separate Account meets the definition of a "Separate Account" under the
federal securities laws.
MassMutual owns the assets in the Separate Account and is required to maintain
sufficient assets in the Separate Account to meet anticipated obligations of the
Policies funded by the Separate Account. The Separate Account is divided into
subaccounts called Divisions. The income, gains, or losses, realized or
unrealized, of each Division are credited to or charged against the assets held
in the Division without regard to the other income, gains, or losses of
MassMutual. Assets in the Separate Account attributable to the reserves and
other liabilities under the Policies are not chargeable with liabilities arising
from any other business conducted by MassMutual. MassMutual may transfer to its
General Account, however, any assets which exceed anticipated obligations of the
Separate Account. All obligations arising under the Policy are general
corporate obligations of MassMutual. MassMutual may accumulate in the Separate
Account proceeds from various Policy charges and investment results applicable
to those assets.
The Separate Account is currently divided into eight Divisions. Each Division
invests in a corresponding series of shares of a designated Fund of either MML
Trust or Oppenheimer Trust. MassMutual may in the future establish additional
divisions within the Separate Account, which may invest in other investment
funds, including those of MML Trust or Oppenheimer Trust, or in any other
investment fund MassMutual deems to be appropriate.
MML Trust And Oppenheimer Trust
The MML Trust and the Oppenheimer Trust are open-end, diversified, management
investment companies registered under the Investment Company Act of 1940.
MassMutual established the MML Trust for the purpose of providing a vehicle for
the investment of assets of various separate investment accounts, including the
Separate Account, established by MassMutual and other life insurance company
subsidiaries of MassMutual. Similarly, OFI established the Oppenheimer
Trust to provide an investment vehicle for the separate investment accounts of
variable life and variable annuity contracts offered by companies such as
MassMutual. Shares of the MML Trust and the Oppenheimer Trust are not offered
to the general public.
The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the MML Trust's Funds.
Because these separate accounts are invested in the same underlying MML Funds,
it is possible that material irreconcilable conflicts could arise between
Policyowners 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 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 Funds. The Board of Trustees of the Trust will
follow monitoring procedures which have been developed to determine whether
material conflicts have arisen. Such Board will have a majority of trustees who
are not interested persons of the Trust or MassMutual and determinations whether
or not a material conflict exists will be made by a majority of such
disinterested trustees. If a material irreconcilable conflict exists,
MassMutual 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
interest 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.
MassMutual purchases the shares of each Fund for the corresponding Division
at net asset value. All dividends and capital gain distributions received from
a Fund are automatically reinvested in such Fund at net asset value, unless
MassMutual, on behalf of the Separate Account, elects otherwise. Shares of the
MML Trust and the Oppenheimer Trust will be
10
<PAGE>
redeemed by MassMutual at their net asset value to the extent necessary to make
payments under the Policies.
The following is a summary of the investment objective of each Fund. Please
note that there can be no assurance that any Fund will achieve its objectives.
More detailed information concerning these investment objectives is contained in
the accompanying prospectuses of the MML Trust and Oppenheimer Trust, including
information on the risks associated with the investments and investment
techniques of each of the Funds.
THE PROSPECTUSES FOR MML TRUST AND OPPENHEIMER TRUST ACCOMPANYING THIS
PROSPECTUS SHOULD BE READ CAREFULLY BEFORE INVESTING.
MML Equity Fund
MML Equity Fund seeks to achieve a superior total rate of return over an
extended period of time from both capital appreciation and current income. A
secondary objective is the preservation of capital when business and economic
conditions indicate that investing for defensive purposes is appropriate. This
Fund normally invests primarily in equity-type securities, including common
stocks, securities convertible into common stocks, and warrants.
MML Money Market Fund
MML Money Market Fund seeks to achieve high current income, while preserving
capital, and liquidity. This Fund invests 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.
MML Managed Bond Fund
MML Managed Bond Fund seeks to achieve as high a total rate of return on an
annual basis as is considered consistent with the preservation of capital
values. This Fund invests 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.
MML Blend Fund
MML Blend Fund seeks 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 invests in a portfolio of
common stocks and other equity-type securities, bonds and other debt securities
with maturities generally exceeding one year, and money market instruments and
other debt securities with maturities generally not exceeding one year.
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Appreciation Fund seeks capital appreciation. The type of
securities in which this Fund invests will be primarily common stocks, as well
as securities having the investment characteristics of common stocks, such as
convertible preferred stock and convertible bonds. In seeking this objective
the Fund will emphasize investment in securities of "growth-type" companies.
Such companies are believed to have relatively favorable long-term prospects for
an increased demand for the particular companies, products or services.
Oppenheimer Global Securities Fund
Oppenheimer Global Securities Fund seeks 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, such as
anticipated acquisitions, mergers or other unusual developments, which are
considered by OFI, in its capacity as investment manager of the Funds, to
have appreciation possibilities. The type of securities in which this Fund
invests will be primarily common stocks, as well as securities having the
investment characteristics of common stocks, such as convertible preferred
stock, convertible bonds and American Depository Receipts. Current income is
not an investment objective of the Oppenheimer Global Securities Fund.
Oppenheimer Growth Fund
Oppenheimer Growth Fund seeks to achieve capital appreciation by investing in
securities of well-known established companies (securities which have a history
of earnings and dividends, and are issued by seasoned companies, namely those
having an operating history of at least five years, including predecessors).
The type of securities in which this Fund invests will be primarily common
stocks, as well as securities having the investment characteristics of common
stocks, such as convertible preferred stock and convertible bonds.
Oppenheimer Strategic Bond Fund
Oppenheimer Strategic Bond Fund seeks a high level of current income principally
derived from interest on debt securities and seeks to enhance such income by
writing covered call options on debt securities. The Fund invests principally
in: (i) foreign government and corporate debt securities; (ii) U.S. Government
securities; and (iii) lower-rated, high-risk high-yield debt securities. This
Fund's investments may be considered to be speculative.
For information concerning the risks associated with this Fund's investments,
please refer to the accompanying prospectus for the Oppenheimer Trust.
The Investment Advisers And Portfolio Managers
MassMutual serves as investment manager of each of the MML Funds pursuant to
investment management agreements. Pursuant to such agreements, MassMutual is
paid a quarterly fee at the annual rate of 0.50% of the first $100,000,000 of
the Fund's average daily net asset value, 0.45% of the next $200,000,000, 0.40%
of the next $200,000,000 and 0.35% of any excess over $500,000,000. Concert
Capital, pursuant to investment sub-advisery agreements, manages the
investment and reinvestment of
11
<PAGE>
the assets of the MML Equity Fund and Equity Sector of MML Blend Fund.
During 1995, MassMutual earned the following investment management fee from
each of the following funds:
MML Equity Fund $4,178,204
MML Money Market Fund $ 501,924
MML Managed Bond Fund $ 681,807
MML Blend Fund $6,344,373
OFI receives a monthly management fee in its capacity as investment adviser to
the Oppenheimer Funds. This fee is computed separately on the net assets of each
Fund as of the close of each business day. Except as stated below, the
management fee rate is .75% of the first $200 million of net assets, .72% of the
next $200 million, .69% of the next $200 million, .66% of the next 200 million
and .60% of net assets in excess of $800 million. Strategic Bond Fund's
management fee rate is .75% on the first $200 million of net assets, .72% on the
next $200 million, .69% on the next $200 million, .66% on the next $200 million,
.60% on the next $200 million, and .50% of net assets in excess of $1
billion.
During 1995, OFI earned the following investment management fee from each of
the following funds:
Oppenheimer Capital Appreciation Fund $1,790,785
Oppenheimer Growth Fund $ 664,977
Oppenheimer Global Securities Fund $2,451,556
Oppenheimer Strategic Bond Fund $ 281,335
Citibank N.A., with its home office located at 111 Wall Street, New York,
NY 10005, acts as custodian for the MML Trust. Bank of New York, with
its home office located at One Wall Street, New York, NY 10015, acts as
custodian for the Oppenheimer Trust.
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.
Rates of Return. The following tables show the Effective Annual Rates of
Return based on the actual investment performance (after deduction of investment
management fees and direct operating expenses) of the Fund underlying each
Division of the Separate Account. Tables I and II show figures for periods
ended December 31, 1995, while Tables III and IV show annualized figures.
These rates do not reflect the mortality and expense risk charges assessed
against the Separate Account. Also, they do not reflect deductions from
premiums or Monthly Charges assessed against the Account Value of the Policies,
nor do they reflect the Policy's Surrender Charges. (For a discussion of these
charges, please see CHARGES AND DEDUCTIONS). Therefore, these rates are not
illustrative of how actual investment performance will affect the benefits under
the Policy (see, however, Performance Illustration). The rates of return shown
are not necessarily indicative of future performance. These rates of return may
be considered, however, in assessing the competence and performance of
MassMutual and OFI as investment advisers. An individualized
hypothetical illustration may be available. An individualized hypothetical
illustration is a document that shows how Death Benefits and Cash Surrender
Values will develop based on certain assumptions. The assumptions used are the
sex, Issue Age, rate class and contract state of the applicant, and the Death
Benefit Option and premium frequency proposed by the registered representative
or the applicant. The individualized hypothetical illustrations reflect both
current and guaranteed charges and all basic policy charges are reflected (rider
charges may also be reflected if so requested). These illustrations will also
assume certain interest rates within the limits prescribed by federal and state
law. An applicant or Policyowner may obtain an individualized hypothetical
illustration at no charge by requesting one from his registered representative
or from MassMutual at its Home Office.
12
<PAGE>
<TABLE>
<CAPTION>
TABLE I -- MML FUNDS
EFFECTIVE ANNUAL RATES OF RETURN
- --------------------------------------------------------------------------------
Fund 20 Years 15 Years 10 Years 5 Years 1 Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Equity 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
- --------------------------------------------------------------------------------
</TABLE>
*The figures shown are from inception of the Funds. The MML Equity Fund
received initial funding September 15, 1971 (performance information prior to
1974 is not available). The MML Money Market and MML Managed Bond Funds
commenced operations on December 16, 1981. The MML Blend Fund commenced
operations on February 3, 1984.
<TABLE>
<CAPTION>
TABLE II -- OPPENHEIMER FUNDS
EFFECTIVE ANNUAL RATES OF RETURN
- --------------------------------------------------------------------------------
Fund Since Inception 5 Years 1 Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Oppenheimer Capital Appreciation 15.20%* 22.73% 32.52%
- --------------------------------------------------------------------------------
Oppenheimer Global Securities 9.36* 9.53 2.24
- --------------------------------------------------------------------------------
Oppenheimer Growth 13.57* 16.30 36.65
- --------------------------------------------------------------------------------
Oppenheimer Stategic Bond 5.63* -- 15.33
- --------------------------------------------------------------------------------
</TABLE>
*The Oppenheimer Capital Appreciation Fund commenced operations on August
15, 1986. The Oppenheimer Global Securities Fund commenced operations on
November 12, 1990. The Oppenheimer Strategic Bond Fund and the Oppenheimer
Growth Fund commenced operations on May 3, 1993 and April 3, 1985, respectively.
<TABLE>
<CAPTION>
TABLE III
MML FUNDS
ANNUALIZED ONE YEAR TOTAL RETURNS
- --------------------------------------------------------------------------------
For the MML Equity MML Money MML Managed MML Blend
Year Ended Fund Market Fund Bond Fund Fund
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 31.13% 5.58% 19.14% 23.28%
1994 4.10% 2.75% (3.76)% 2.48%
1993 9.52% 2.75% 1.81% 9.70%
1992 10.48% 3.48% 7.31% 9.36%
1991 25.56% 6.01% 16.66% 24.00%
1990 (0.51)% 8.12% 8.38% 2.37%
1989 23.04% 9.16% 12.83% 19.96%
1988 16.68% 7.39% 7.13% 13.40%
1987 2.10% 6.49% 2.60% 3.12%
1986 20.15% 6.60% 14.46% 18.30%
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. The MML Equity Fund
received initial funding September 15, 1971 (performance information prior to
1974 is not available). The MML Money Market and MML Managed Bond Funds
received initial funding on December 16, 1981. The MML Blend Fund received
initial funding on February 3, 1984.
13
<PAGE>
TABLE IV
OPPENHEIMER TRUST FUNDS
ANNUALIZED ONE YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Oppenheimer
Oppenheimer Capital Oppenheimer
For the Oppenheimer Strategic Appreciation Global
Year Ended Growth Fund Bond Fund Fund Securities
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 36.65% 15.33% 32.52% 2.24%
1994 .98% (5.85)% (7.50)% (5.72)%
1993 7.25% 4.25%* 27.32% 70.32%
1992 14.53% -- 15.42% (7.11)%
1991 25.54% -- 54.72% 3.39%
1990 (8.21)% -- (16.32)% 0.40%*
1989 23.59% -- 27.39% --
1988 22.09% -- 13.41% --
1987 3.32% -- 14.34% --
1986 17.76% -- (1.65)%* --
1985 9.50%* -- -- --
- --------------------------------------------------------------------------------
</TABLE>
*The figures shown are from inception of the Oppenheimer Funds. The Capital
Appreciation Fund commenced operations on August 15, 1986. The Global
Securities Fund commenced operations on November 12, 1990. The Strategic Bond
Fund and the Growth Fund commenced operations on May 3, 1993 and April 3, 1985,
respectively.
Performance Illustration
The following tables show how the actual investment performance of the Funds
would have affected the Death Benefits and Cash Surrender Values of
hypothetical Policies. Each table illustrates a Policy as of the earliest date
for which performance figures are available for the illustrated Fund. Each
table assumes that the illustrated Policy was issued for a Selected Face Amount
of $100,000 and Issue Age 35 male, using Death Benefit Option 1, with annual
premiums of $1,200 paid at the beginning of each year and the full Account
Value continuously reinvested in the Division corresponding with the particular
Fund illustrated. One set of figures reflects the current schedule of
charges; the other set of figures reflects guaranteed mortality and expense
charges and current fund level charges.
TABLE V
MML EQUITY FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1974 $ 1,200 0 100,000 0 100,000
1975 2,400 $ 1,181 100,000 1,059 100,000
1976 3,600 2,663 100,000 2,452 100,000
1977 4,800 3,388 100,000 3,121 100,000
1978 6,000 4,297 100,000 3,959 100,000
1979 7,200 6,254 100,000 5,777 100,000
1980 8,400 9,184 100,000 8,486 100,000
1981 9,600 10,612 100,000 9,775 100,000
1982 10,800 14,371 100,000 13,206 100,000
1983 12,000 18,584 100,000 17,022 100,000
1984 13,200 20,187 100,000 18,406 100,000
1985 14,400 27,197 100,000 24,704 100,000
1986 15,600 33,378 100,000 30,194 100,000
1987 16,800 34,575 100,000 31,137 100,000
1988 18,000 40,941 100,000 36,712 100,000
1989 19,200 50,844 115,417 45,436 103,140
1990 20,400 50,785 112,235 45,253 100,009
1991 21,600 64,023 137,648 56,870 122,270
1992 22,800 70,700 147,763 62,553 130,737
1993 24,000 77,263 157,616 68,047 138,816
1994 25,200 80,191 159,581 70,218 139,734
1995 26,400 104,736 203,188 91,188 176,904
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
TABLE VI
MML MONEY MARKET FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 170 $100,000 $ 115 100,000
1983 2,400 1,096 100,000 982 100,000
1984 3,600 2,146 100,000 1,965 100,000
1985 4,800 3,209 100,000 2,955 100,000
1986 6,000 4,255 100,000 3,922 100,000
1987 7,200 5,421 100,000 5,000 100,000
1988 8,400 6,695 100,000 6,166 100,000
1989 9,600 8,163 100,000 7,501 100,000
1990 10,800 9,617 100,000 8,807 100,000
1991 12,000 10,910 100,000 9,949 100,000
1992 13,200 11,864 100,000 10,760 100,000
1993 14,400 12,719 100,000 11,468 100,000
1994 15,600 13,714 100,000 12,291 100,000
1995 16,000 14,964 100,000 13,330 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE VII
MML BLEND FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1984 $ 1,200 $ 142 $100,000 $ 87 100,000
1985 2,400 1,364 100,000 1,237 100,000
1986 3,600 2,688 100,000 2,480 100,000
1987 4,800 3,575 100,000 3,302 100,000
1988 6,000 5,007 100,000 4,632 100,000
1989 7,200 7,130 100,000 6,604 100,000
1990 8,400 8,088 100,000 7,470 100,000
1991 9,600 11,107 100,000 10,244 100,000
1992 10,800 12,954 100,000 11,905 100,000
1993 12,000 14,971 100,000 13,706 100,000
1994 13,200 15,907 100,000 14,489 100,000
1995 14,400 20,370 100,000 18,474 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
TABLE VIII
MML MANAGED BOND FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 285 $100,000 $ 226 100,000
1983 2,400 1,186 100,000 1,069 100,000
1984 3,600 2,283 100,000 2,097 100,000
1985 4,800 3,840 100,000 3,554 100,000
1986 6,000 5,366 100,000 4,972 100,000
1987 7,200 6,327 100,000 5,854 100,000
1988 8,400 7,646 100,000 7,059 100,000
1989 9,600 9,536 100,000 8,784 100,000
1990 10,800 11,129 100,000 10,216 100,000
1991 12,000 13,834 100,000 12,654 100,000
1992 13,200 15,465 100,000 14,076 100,000
1993 14,400 17,923 100,000 16,235 100,000
1994 15,600 17,686 100,000 15,930 100,000
1995 16,800 21,694 100,000 19,444 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE IX
OPPENHEIMER GROWTH FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1986 $ 1,200 $ 235 $100,000 $ 178 100,000
1987 2,400 1,055 100,000 944 100,000
1988 3,600 2,432 100,000 2,237 100,000
1989 4,800 4,171 100,000 3,866 100,000
1990 6,000 4,402 100,000 4,064 100,000
1991 7,200 6,749 100,000 6,248 100,000
1992 8,400 8,718 100,000 8,059 100,000
1993 9,600 10,174 100,000 9,377 100,000
1994 10,800 10,964 100,000 10,064 100,000
1995 12,000 16,090 100,000 14,732 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
TABLE X
OPPENHEIMER CAPITAL APPRECIATION FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1987 $ 1,200 $ 202 $100,000 $ 145 100,000
1988 2,400 1,216 100,000 1,097 100,000
1989 3,600 2,785 100,000 2,573 100,000
1990 4,800 2,791 100,000 2,562 100,000
1991 6,000 6,004 100,000 5,572 100,000
1992 7,200 7,972 100,000 7,397 100,000
1993 8,400 11,345 100,000 10,516 100,000
1994 9,600 11,094 100,000 10,239 100,000
1995 10,800 15,833 100,000 14,579 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE XI
OPPENHEIMER GLOBAL SECURITIES FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1990 $1,200 $ 65 100,000 $ 13 100,000
1991 2,400 881 100,000 776 100,000
1992 3,600 1,448 100,000 1,301 100,000
1993 4,800 4,471 100,000 4,146 100,000
1994 6,000 4,832 100,000 4,464 100,000
1995 7,200 5,756 100,000 5,313 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE XII
OPPENHEIMER STRATEGIC BOND FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Using Guaranteed Mortality and
Using Current Schedule of Charges Expense Charges and Current Fund
Level Charges
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993 $1,200 $ 103 100,000 $ 50 100,000
1994 2,400 751 100,000 652 100,000
1995 3,600 1,891 100,000 1,721 100,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
These illustrations are not indicative of future performance. They assume the
Policies were issued based on full underwriting and that there have been no
increases or decreases in Selected Face Amounts, no Policy loans and no
transaction charges incurred. Further, they assume that Death Benefit Option 1
was selected. The Cash Surrender Values shown reflect all Deductions from
Premiums, Charges, Surrender Charges, and Mortality and Expense Risk Charges.
Illustrations of Death Benefits, Cash Surrender Values and Accumulated Premiums
based on assumed hypothetical gross annual investment returns of 0%, 6% and 12%
are shown in APPENDIX A. APPENDIX A also describes, in more detail, the
assumptions underlying these illustrations.
17
<PAGE>
III. Detailed Information About The Policy
Availability Of Policy
Individuals wishing to purchase a Policy must send a completed application to
MassMutual's Home Office. Under our current rules, the minimum Selected Face
Amount of a Policy is $50,000. The Policy can be issued for Insureds with Issue
Ages 0 through 80. Before issuing a Policy, however, MassMutual will require
satisfactory evidence of insurability, which may include a medical examination.
The Policy is available to Policyowners who are purchasing a Policy in
connection with employee benefit plans which qualify for tax benefits under the
Internal Revenue Code (the "qualified market") and other Policyowners (the
"nonqualified market").
Unisex Policies
Policies issued in states requiring "unisex" policies (currently Montana;
MassMutual has retained "unisex" rates in Massachusetts where they were
previously required) provide for policy values which do not vary by the sex of
the Insured. In addition, Policies issued in conjunction with employee benefit
plans provide for policy values which do not vary by the sex of the insured.
Thus, references in this Prospectus to sex-distinct policy values which vary by
the sex of the Insured are not applicable to Policies issued in Montana or
Massachusetts, or issued in conjunction with employee benefit plans.
Illustrations showing the effect of these unisex rates on premiums, Cash
Surrender Values, and Death Benefits are available from MassMutual on request.
Death Benefit
As long as the Policy remains in force, MassMutual will, upon due proof of the
Insured's death, pay the Death Benefit of the Policy to the named Beneficiary.
Although MassMutual will normally pay the Death Benefit within seven days of
receiving satisfactory proof of the Insured's death, the Company may delay
payments under certain circumstances. All or part of the Death Benefit can be
paid in cash or under one or more of the payment options set forth in the
Policy.
The Death Benefit is the amount of the benefit provided under Death Benefit
Option 1 or Death Benefit Option 2, whichever is in effect on the date of the
Insured's death, less any outstanding Policy Debt and less any unpaid Monthly
Deduction.
Death Benefit Options. The Policyowner may choose one of two Death Benefit
Options: Option 1 (a level amount option) and Option 2 (a variable amount
option). The Policyowner designates the Death Benefit Option in the application
and may subsequently change the option subject to certain restrictions described
in CHANGES IN THE DEATH BENEFIT OPTION.
Options 1 and 2 provide the following benefits:
Option 1 - Under Option 1, the Account Value is included in the Selected Face
Amount. The benefit provided under Option 1 is the greater of: (a) the Selected
Face Amount on the date of death; and (b) the Minimum Face Amount on the date of
death of the Insured.
Option 2 - Under Option 2, the Account Value is not included in the Selected
Face Amount. The benefit provided under Option 2 is the greater of: (a) the
Selected Face Amount plus the Account Value on the date of death; and (b) the
Minimum Face Amount on the date of death of the Insured.
Minimum Face Amount. In order to qualify as life insurance under current federal
tax laws, the Policy has a Minimum Face Amount. The Minimum Face Amount is equal
to an applicable percentage of the Account Value. This applicable percentage
depends on the sex, smoking classification and Attained Age of the Insured. The
applicable percentages are set forth in the Policy.
The following examples illustrate how changes in the Account Value may affect
the Death Benefits under Options 1 and 2.
Example I
Assume that the Policyowner has selected Option 1 with a Selected Face Amount of
$100,000 and that the Account Value equals $5,000. The Death Benefit in this
case is $100,000. If the Account Value increases to $8,000, the Death Benefit
remains at $100,000. If the Account Value decreases to $3,000, the Death
Benefit still remains at $100,000.
Under Option 1, the Death Benefit will remain at the Selected Face Amount, in
this example $100,000, until the applicable percentage of the Account Value
exceeds the Selected Face Amount.
Example II
Assume the Policyowner has selected Option 2 with a Selected Face Amount of
$100,000 and the Account Value is equal to $5,000. The Death Benefit in this
case is $105,000 (Selected Face Amount plus Account Value). If the Account Value
increases to $8,000, the Death Benefit will increase to $108,000. If the
Account Value decreases to $3,000, the Death Benefit will decrease to $103,000.
Under Option 2, the Death Benefit will be the Selected Face Amount plus the
Account Value (only if greater than $0.00), until the Minimum Face Amount
exceeds the sum of the Selected Face Amount plus the Account Value.
If the Policyowner seeks to have premium payments and favorable investment
performance reflected partly in the form of an increasing Death Benefit, the
Policyowner should choose Option 2. If a Policyowner is satisfied with the
amount of the Insured's existing insurance coverage and instead seeks to have
premium payments and investment performance reflected to the maximum extent in
the Policy's Account Value, the Policyowner should choose Option 1.
Changes in Death Benefit Option. After the first Policy Year, the Policyowner
may change the Death Benefit Option. A change from Option 2 to Option 1 may be
made without submitting satisfactory evidence of insurability. A
18
<PAGE>
change from Option 1 to Option 2, however, will require evidence of insurability
satisfactory to MassMutual. In addition, a charge of $75 will be deducted from
the Account Value on the effective date of the change. (MassMutual currently
does not charge the $75 fee for this change, but it reserves the right to do
so.) This charge will be deducted from the Division(s) and the GPA in
proportion to the non-loaned values in each Division(s) and the GPA. The
Policyowner may not change from Option 1 to Option 2 after reaching Attained Age
80. The effective date of any change will be the Monthly Calculation Date on or
which next follows the date MassMutual approves the change.
A change in the Death Benefit Option will not in and of itself result in an
immediate change in the amount of a Policy's Death Benefit. For a change from
Option 2 to Option 1, the Selected Face Amount is increased by the amount of the
Account Value on the effective date of the change. For a change from Option 1
to Option 2, the Selected Face Amount will be decreased by the amount of Account
Value on the effective date of the change. This change will not be permitted if
it would reduce the Selected Face Amount below $50,000.
An increase or decrease in Selected Face Amount resulting from a change in the
Death Benefit Option will affect the Monthly Charges, as the monthly mortality
charge depends on the Selected Face Amount. The charge for certain additional
benefits may also be affected. The Surrender Charge, however, will not be
affected by an increase or decrease in Selected Face Amount resulting from a
change in the Death Benefit Option.
Changes in Selected Face Amount. The Policyowner may request an increase or
decrease in the Selected Face Amount subject to the approval of MassMutual. Any
request for an increase or decrease must be submitted in writing to MassMutual's
Home Office. It will become effective on the Monthly Calculation Date on or
which next follows MassMutual's acceptance of the request.
Increases in Selected Face Amount. For an increase in the Selected Face Amount,
MassMutual requires satisfactory evidence of insurability. An increase may not
be less than $15,000, and no increase will be permitted after Attained Age 80.
To cover the cost of processing the request, a charge of $75 will be deducted
from the Account Value on the effective date of the increase in the Selected
Face Amount. The charge will be deducted from the Divisions and the GPA in
proportion to the non-loaned value in each Division(s) and the GPA.
Decreases in Selected Face Amount. Decreases in coverage are allowed after the
first Policy Year, although MassMutual believes such decreases generally are not
in the best interests of a Policyowner. A decrease will not generally be
permitted if the Death Benefit Option amount would fall below $50,000. No
processing charge is applied to decreases in coverage.
A decrease may result in the imposition of Surrender Charges. (For a discussion
of the Surrender Charges associated with a decrease, see Surrender Charges).
Any Surrender Charge applicable to a decrease will be deducted from the
Division(s) and the GPA in proportion to the non-loaned values in each.
For purpose of determining Surrender Charges and mortality charges, a decrease
will reduce the Selected Face Amount in the following order: (a) the Selected
Face Amount provided by the most recent increase; (b) the Selected Face Amounts
provided by the next most recent increases successively; and finally (c) the
initial Selected Face Amount.
A decrease may result in the Policy becoming a "modified endowment contract"
(See Policy Proceeds, Premiums and Loans, page 25).
Premiums
Subject to certain limitations, the Policyowner has flexibility in determining
the frequency and amount of premium payments.
Premium Flexibility
Unlike traditional insurance policies, this Policy frees the Policyowner from
the requirement that premiums be paid in accordance with a rigid and inflexible
premium schedule. Instead, MassMutual requires a Policyowner to pay a minimum
initial premium at the time of application or at any time before delivery of the
Policy. After the first premium has been paid, subject to certain limitations,
premiums may be paid in any amount and at any interval.
The minimum initial premium depends on the planned frequency of premium
payments, and the Issue Age, sex, and rating class of the Insured, as well as
the initial Death Benefit Option and Selected Face Amount of the Policy.
Planned Annual Premium
When applying for a Policy, the Policyowner will select a planned annual premium
and payment frequency (annual, semiannual, quarterly, or monthly). The planned
annual premium is shown on the schedule page of the Policy. MassMutual will
send premium notices for the planned premium according to the amount and
frequency selected. The Policyowner may change the amount and frequency of
planned premiums at any time by sending written notice to MassMutual's Home
Office.
A Policyowner may elect to pay premiums by means of a pre-authorized check
procedure called MassMutual Monthly ("Triple M"). Under Triple M, premium
payments are deducted automatically on a monthly basis from a designated bank
account. A Policyowner does not receive a "bill" for these payments, and
confirmation of payments is provided in the Policy's quarterly statement.
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
the Monthly Charges and the grace period expires without sufficient payment.
Premium Limitations
The minimum premium payment is $10. The maximum premium which may be paid in any
Policy Year without evidence of insurability is the greater of: (a) the premium
which will
19
<PAGE>
not increase the net amount at risk under the Policy; (b) twice the Policy's
basic premium plus $100; (c) the annual premium paid in the preceding Policy
Year; and (d) the minimum annual premium under a Death Benefit Guarantee Rider,
if part of the Policy. Premium payments should be sent either to MassMutual's
Home Office or to the address indicated on the billing notice.
Allocation of Net Premium Payments. The Net Premium equals the premium paid
less the Premium Expense Charge. (See, Deductions from Premiums, page 20). In
the Application, the Policyowner indicates how Net Premiums are to be allocated
among the Divisions and the GPA. The allocation percentages must be in whole
numbers and the sum of the allocation percentages must equal 100%. During the
Free Look Provision, New Premiums are allocated as requested by the Policyowner.
(See, Free Look Provision, page 24).
The allocation percentages may be changed without charge at any time by
providing written notice to MassMutual's Home Office.
Transfers
By written request, the Policyowner may transfer all or part of the Variable
Value of a Division to any other Division or to the GPA. Although MassMutual
currently imposes no limitation of the right of the Insured to make transfers,
we reserve the right to limit transfers to not more than one every 90 days in
connection with compliance with Section 404(c) of ERISA. Any limitation would
not apply to a transfer of all funds in the Separate Account to the GPA and to
automated transfers made in connection with any program MassMutual has in place.
Transfers of values from the GPA to the Separate Account are limited to one each
Policy Year. Any transfer from the GPA cannot exceed 25% of the Fixed Account
Value (less any Policy Debt) at the time of the transfer.
Any transfer is effective on the Valuation Date on next or following the date we
receive a written request in good order at our Home Office. There are no
charges for transfers.
Dollar Cost Averaging
The Policyowner may specify a specific dollar amount to be periodically
transferred from any Division of the Separate Account to any combination of
Divisions and the GPA. Once elected, these transfers occur automatically. The
Policyowner will specify the specific dollar amounts to be transferred and the
Division to transfer money from, the Division(s) and/or GPA to transfer money
to, the date on which transfers will be made (subject to MassMutual rules), the
frequency of transfers, which may be either monthly, quarterly, semiannually or
annually, and the amount of time that such dollar cost averaging will continue.
The minimum allowable transfer to any Division or the GPA is $50. This process
is called Dollar Cost Averaging. Dollar Cost Averaging transfers are not
available for transfers from the GPA, but these transfers may be made into the
GPA. To elect Dollar Cost Averaging transfers, the Account Value in the
Division from which transfers will be made must be at least $5,000.
The main objective of Dollar Cost Averaging is to shield the Policyowner's
investment from short-term price fluctuations. Since the same dollar amount is
transferred to a Division with each transfer, more units are purchased in a
Division if the value per unit is low and fewer units are purchased if the value
per unit is high. Therefore, a lower than average cost per unit may be achieved
over the long term. This plan of investing allows investors to take advantage
of market fluctuations but does not assure a profit or protect against a loss in
declining markets.
MassMutual will make all Dollar Cost Averaging transfers either on the day of
each calendar month specified by the Policyowner, or on the next Business Day.
The Policyowner may specify any day of the month up through the 28th day. In
order to process a Dollar Cost Averaging transfer, MassMutual must have received
a request in writing no later than one week prior to the date Dollar Cost
Averaging transfers are to commence.
The Dollar Cost Averaging option can be started, changed or canceled at any
time; however, we must be given seven business days notice to change any
transfer arrangement. If the value of the Division from which transfers are
being made falls below the total transfer amount, the remaining value in that
Division will be transferred on a pro rata basis to all the designated Divisions
and the GPA, and no more automated transfers will be processed.
Dollar Cost Averaging transfers are not subject to any transfer charges or any
limitations on the number of transfers in a Policy Year.
Policy Lapse And Reinstatement
Policy Lapse
This Policy does not lapse for failure to pay premiums since payments, other
than the initial premium, are not specifically required. Rather, if the Account
Value less any Policy Debt is not enough to cover the Monthly Charges on a
Monthly Calculation Date, the Policy will enter a 61-day grace period.
At the beginning of the grace period, MassMutual will mail a notice, to the
Policyowner's last known address, stating the amount of premium needed to cover
the shortfall in Account Value. During the grace period, the Policy remains in
force. If the required premium is not paid within 61 days after the Monthly
Calculation Date (or, if later, within 30 days after we mail the written
notice), the Policy terminates without value.
Reinstatement Option
For a period of five years after a Policy terminates, the Policyowner can
request that We reinstate the Policy during the lifetime of the Insured. The
Policy cannot be reinstated if it has been surrendered for its Cash Surrender
Value. Please note that a termination or reinstatement may cause the Policy to
become a modified endowment contract. (See, Modified Endowment Contracts, page
26).
20
<PAGE>
Before We will reinstate the Policy, We must receive the following:
(a) Evidence of insurability satisfactory to MassMutual;
(b) A premium payment at least equal to the amount necessary to produce an
Account Value equal to three times the Monthly Charges on the Monthly
Calculation Date on or next following the date of reinstatement; and
(c) Where applicable, a signed acknowledgement that the Policy has become a
modified endowment contract.
If We do reinstate the Policy, the Selected Face Amount for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.
Charges And Deductions
Charges will be deducted in connection with the Policy to compensate MassMutual
for: (a) providing the insurance benefits under the Policy (including any
riders); (b) administering the Policy; (c) assuming certain risks in connection
with the Policy (including any riders); and (d) expenses incurred in
distributing the Policy.
Deductions from Premiums
MassMutual deducts a Sales Charge and a Premium Tax Charge from each Premium
Payment. The total of these charges is called the Premium Expense Charge. The
amount remaining after MassMutual has deducted the Premium Expense Charge is
referred to as the Net Premium. The Net Premium is allocated to the Division(s)
and the GPA according to the allocation instructions of the Policyowner.
Sales Charge. A Sales Charge of 2.0% of each premium payment made will be
deducted to partially compensate MassMutual for the expenses relating to the
distribution of the Policy, including commissions, advertising, and the printing
of the prospectuses and sales literature. MassMutual currently intends to waive
this charge after Policy Year 20; however, MassMutual reserves the right not to
waive the charge, or to reimpose it once it has been waived.
Premium Tax Charge. A Premium Tax Charge of 2.0% of each premium payment will
be deducted to pay applicable state and local premium taxes. The Premium Tax
Charge is intended to compensate MassMutual for taxes imposed by various states
and local jurisdictions on MassMutual's receipt of premiums from Policyowners.
Premium taxes vary from state to state, and, in some instances, among
localities. The 2.0% rate approximates the average tax rate expected to be paid
on premiums from all states. The Premium Tax Charge may be higher or lower than
the actual premium tax imposed by the jurisdiction in which the contract is
written. MassMutual does not expect to make a profit from this charge.
MassMutual currently intends to waive this charge after Policy Year 20; however,
MassMutual reserves the right not to waive the charge, or to reimpose it once it
has been waived.
Monthly Charge. Charges will be deducted from the Account Value on each Monthly
Calculation Date. The Monthly Charge consists of: (a) an administrative charge;
(b) a mortality charge; and (c) a rider charge for any additional benefits
provided by rider. The Monthly Charges will be deducted from the Division(s) and
the GPA in proportion to the non-loaned values in the Division(s) and the GPA.
Administrative Charge. This monthly charge is currently $6. This charge
reimburses MassMutual for expenses incurred in administering the Policy, such as
processing claims, maintaining records and communicating with Policyowners. This
charge is not designed to make a profit. MassMutual reserves the right to
change this charge in the future, but guarantees it will never exceed $9 per
month.
Mortality Charge. The mortality charge for a Policy is equal to the "amount at
risk" under the Policy, multiplied by the monthly mortality charge rate for that
Policy month. The amount at risk is determined on the first day of the Policy
month and is the amount by which the Death Benefit (discounted at the monthly
equivalent of 3% per year) exceeds the Account Value.
Monthly mortality rates will be based on the sex, Issue Age, and rate class of
the Insured, and the length of time the Policy has been in force. The actual
monthly mortality rates will be based on MassMutual's expectations as to future
mortality and expense experience. They will not, however, be greater than the
guaranteed mortality rates set forth in the Policy. These guaranteed rates are
based on the 1980 Standard Commissioners Standard Ordinary (CSO) Mortality
Tables, and the sex, Attained Age, and rate class of the Insured. For standard
rate classes, these will not exceed the rates contained in the 1980 CSO Tables.
The rate class of an Insured will affect the monthly mortality rates.
MassMutual currently places Insureds into the following three standard rate
classes: Preferred Nonsmoker, Nonsmoker, and Smoker; as well as substandard rate
classes involving a higher mortality risk. In an otherwise identical Policy,
the monthly mortality rate is generally higher for smokers than for nonsmokers
and higher for nonsmokers than for preferred nonsmokers.
Rider Charge. The Monthly Charge will include charges for any additional
benefits provided by Rider.
Daily Charges Against The Separate Account
Mortality and Expense Risk Charge. MassMutual assesses a daily charge against
net asset value of the Separate Account for the mortality and expense risks it
assumes. Currently, the charge is at the rate of 0.55% on an annual basis.
MassMutual reserves the right to increase the charge rate, up to a maximum
equivalent annual rate of 0.90%. This charge is not deducted from the assets in
the GPA.
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
21
<PAGE>
that our costs of issuing and administering Policies may be more than we
estimated.
If all the money MassMutual collects 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 Taxes. MassMutual does not currently make any charge
against the Separate Account for federal income taxes attributable to them. We
may make such a charge eventually in order to provide for the future federal
income tax liability of the Separate Account.
Investment Management Fee and Other Expenses. Because the Divisions purchase
shares of either MML Trust or Oppenheimer Trust, the value of Accumulation Units
of the Divisions will reflect the investment management fee and other expenses
incurred by MML Trust and Oppenheimer Trust. The Prospectuses of MML Trust and
Oppenheimer Trust contain additional information concerning such fees and
expenses.
Surrender Charges
General. The Surrender Charge has two parts -- an Administrative Surrender
Charge and a Sales Load Surrender Charge. The Administrative Surrender Charge
will be imposed by MassMutual during the first 10 Policy Years, and during the
first 10 Policy Years following any requested increase in the Selected Face
Amount if the Policyowner surrenders the Policy or decreases the Selected Face
Amount. The Sales Load Surrender Charge will be imposed by MassMutual for the
first 15 Policy Years, and during the first 15 years following any requested
increase in the Selected Face Amount if the Policyowner surrenders or decreases
the Selected Face Amount.
Administrative Surrender Charge. This charge is $5 for each $1,000 of Selected
Face Amount. It remains level for five years, then grades down to zero over the
next five years. This charge reimburses MassMutual for expenses incurred in
issuing the Policy, such as processing the applications (including underwriting)
and setting up computer records. It is not designed to generate a profit.
Sales Load Surrender Charge. This charge is equal to 26% of the premiums paid
up to the Surrender Charge Band, plus 4% of premiums paid in excess of the
Surrender Charge Band but less than three times the Surrender Charge Band. The
Surrender Charge Band is set forth in the Policy and is an amount generally
calculated on the basis of the Selected Face Amount and varies by the age and
sex of the Insured at the time of purchase.
Example of Surrender Charge Bands per $1,000
Age 25 Age 40 Age 55
$6.26 $9.91 $28.49
The Sales Load Surrender Charge remains level for the first 10 years, then
grades down to zero over the next five years in accordance with the percentages
set forth in the Policy.
Surrender Charges are calculated separately for the initial Selected Face Amount
and for each increase in the Selected Face Amount. Premiums are allocated to
the original Selected Face Amount and any subsequent increases in Selected Face
Amount in proportion to the respective guideline annual premiums.
Surrender Charge Upon Decrease in Selected Face Amount. A Surrender Charge may
be deducted on a decrease in the Selected Face Amount. In the event of a
decrease in Selected Face Amount, the Surrender Charge deducted is a fraction of
the charge that would apply to a full surrender of the Policy. If there have
been no increases in the Selected Face Amount, the fraction will be determined
by dividing the amount of the decrease by the current Selected Face Amount and
multiplying the result by the Surrender Charge. If more than one Surrender
Charge is in effect (pursuant to one or more increases in the Selected Face
Amount), the Surrender Charge will be applied in the following order: (1) the
most recent increase followed by (2) the next most recent increases,
successively, and (3) the initial Selected Face Amount. Where a decrease causes
a partial reduction in an increase or in the initial Selected Face Amount, a
proportionate share of the Surrender Charge for that increase or for the initial
Selected Face Amount will be deducted from the Account Value.
Other Charges
Withdrawal Fee. For each Withdrawal, a charge of $25 (or 2% of the amount
withdrawn, if less) will be deducted from the amount withdrawn. This fee is
guaranteed not to increase for the duration of the Policy. MassMutual does not
anticipate making a profit on this fee.
Charge for Increase in Selected Face Amount. For each increase in Selected Face
Amount, a charge of $75 will be deducted from the Account Value. The charge is
designed to reimburse us for underwriting and administrative costs associated
with the increase. This fee is guaranteed not to increase for the duration of
the Policy. MassMutual does not expect to make a profit on this charge.
Charge for Change from Option 1 to Option 2. For each change in the Death
Benefit Option from Option 1 to Option 2, a charge of $75 will be deducted from
the Account Value. (MassMutual currently does not charge the $75 fee for
this change, but it reserves the right to do so.) The charge is designed to
reimburse MassMutual for the underwriting and administrative costs
associated with the change. This fee is guaranteed not to increase for the
duration of the Policy. MassMutual does not expect to make a profit on this
charge.
22
<PAGE>
Account Value And Cash Surrender Value
Account Value. The Account Value of the Policy is the sum of all Net Premium
payments adjusted by periodic charges and credits and by Withdrawals. The
Account Value of the Policy is held in one or more Divisions and the GPA.
Initially, this value equals the net amount of the first premium paid under the
Policy. This amount is allocated among the Divisions and the GPA according to
the allocation requested in the Application.
Investment Return. The investment return of a Policy is based on:
(a) The Account Value held in each Division for that Policy;
(b) The investment experience of each Division as measured by its actual net
rate of return; and
(c) The interest rate credited on Account Values held in the GPA.
The investment experience of a Division reflects increases and 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 assessed against
assets of the Division. The 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 fully surrendered for its Cash
Surrender Value at any time during the life of the Insured. The Cash Surrender
Value is equal to the Account Value less any applicable Surrender Charges and
less any Policy Debt.
A Policyowner may surrender a Policy by sending a written request together with
the Policy to MassMutual's Home Office. The proceeds will be determined as of
the end of the Valuation Period during which the request for surrender is
received.
Withdrawals. After the first Policy Year, the Policyowner may, subject to
certain restrictions, withdraw up to 75% of the Cash Surrender Value. For each
Withdrawal, a fee of $25 (or 2% of the amount withdrawn, if less) is deducted
from the amount withdrawn. The minimum amount of a partial Withdrawal is $100
(before deducting the Withdrawal fee). We reserve the right to prohibit
Withdrawals that would cause Selected Face Amount to be reduced to an amount
less than $25,000. The Policyowner specifies the GPA or the Division(s) from
which the Withdrawal is to be made. The Withdrawal amount attributable to a
Division or the GPA may not exceed the non-loaned Account Value of the Division
or GPA. If Death Benefit Option 1 is in effect, MassMutual will reduce the
Selected Face Amount by the amount of the Withdrawal unless satisfactory
evidence of insurability is provided. A Surrender Charge is not assessed for a
Withdrawal.
Policy Loan Privilege
General. After the first Policy Year (or sooner if required by law), the
Policyowner may obtain a loan from the Policy by sending a written request in a
form satisfactory to us. The maximum amount that can be borrowed at any time is
90% (unless a greater amount is required by law) of the Policy's Account Value
less any Surrender Charge, reduced by any outstanding Policy Debt. The Policy
must be assigned to MassMutual as collateral for the loan.
Source of Loan. The loan amount requested is taken from Divisions and the GPA
in proportion to the non-loaned Account Value of each Division and the GPA on
the date of the loan. Shares taken from the Divisions are liquidated and the
resulting dollar amounts are transferred to the GPA. The Policy loan is then
taken against the value in 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: (1) the
New York Stock Exchange is closed (other than customary weekend and holiday
closings); or (ii) trading is restricted; or (iii) the SEC determines that a
state of emergency exists; or (iv) during any period in which the Securities and
Exchange Commission permits MassMutual to delay payment for the protection of
our Policyowners.
Whenever total Policy Debt (which includes accrued interest) exceeds the Account
Value less Surrender Charges, MassMutual will send a notice to the Policyowner.
This notice will state the amount necessary to bring the Policy Debt back within
the limit. If we do not receive payment of that amount within 31 days after the
date we mailed the notice, and if Policy Debt exceeds the Account Value less any
Surrender Charges at the end of those 31 days, the Policy terminates without
value.
Interest Charged. At time of Application, the Policyowner may select a loan
interest rate of 6% or (in all jurisdictions except Arkansas) an adjustable loan
rate. MassMutual each year will set the adjustable rate that will apply for the
next Policy Year. The maximum loan rate is based on the monthly average of the
composite yield on seasoned corporate bonds as published by Moody's Investors
Service, Inc., 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 4%, 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 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 loan repayment will
first be allocated to
23
<PAGE>
the GPA until the Policyowner has repaid all loan amounts that originated
from the GPA. Any additional loan repayments will be allocated according to the
premium allocation factors in effect.
Any outstanding Policy Debt will be deducted from the proceeds payable upon the
death of the Insured or the surrender of the Policy.
Interest on Loaned Value. Any loaned amount is held in the GPA and earns
interest at a rate determined by MassMutual, equal to the greater of 3% and
Policy loan rate less not more than 2%. (The current rate is .90%.)
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. Surrender of a Policy with
outstanding Policy Debt may have tax consequences. (See Policy Proceeds,
Premiums and Loans, page 25).
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 Provision
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 I of the Application, whichever is latest. The
Policyowner may cancel increases in the Selected Face Amount under the same time
limitations.
The Policyowner should mail or deliver the Policy and Policy delivery receipt
either to MassMutual's Home Office or to the agent who sold the Policy or to one
of our agency offices. If the Policy is canceled in this fashion, a refund will
be made to the Policyowner. The refund equals the sum of: (i) the difference
between the premiums paid and the amounts allocated to any Division(s) and the
GPA under the Policy; (ii) the total amount of monthly deductions made and any
other charges imposed on amounts allocated to the Division(s) and the GPA; and
(iii) the value of amounts allocated to the Division(s) or the GPA on the date
we receive the returned Policy. For canceled increases in the Selected Face
Amount, the refund equals the sum of: (i) the difference between the premiums
paid attributable to the increase and the amounts allocated to any Division(s)
and the GPA under the Policy; (ii) the total amount of monthly deductions and
any other charges imposed on amounts attributable to the increase allocated to
the Division(s) and the GPA; and (iii) the value on the day we receive the
returned Policy of any amounts attributable to the increase allocated to the
Division(s) for the GPA. If state law does not authorize the calculation above,
the refund equals the total of all premiums paid for the Policy or increase,
reduced by any amounts borrowed or withdrawn.
The Guaranteed Principal Account
A Policyowner may allocate some or all of the Net Premium and transfer some or
all of the Account Value, to the Guaranteed Principal Account ("GPA"). Because
of 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.
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.
Amounts allocated to the Guaranteed Principal Account become part of the General
Account of MassMutual, which consists of all assets owned by MassMutual other
than those in the Separate Account and other separate accounts of MassMutual.
Subject to applicable law, MassMutual has sole discretion over the investment of
the assets of its General Account.
The Policyowner may allocate some or all of the Net Premium to the Guaranteed
Principal Account. MassMutual guarantees that those amounts allocated to the
GPA in excess of any Policy Debt (which includes accrued interest) will accrue
interest daily at an effective annual rate at least equal to 3%. For amounts in
the GPA equal to any Policy Debt, the guaranteed minimum interest rate is an
effective annual rate of 3% or, if greater, the Policy loan rate less a
MassMutual declared charge for expenses and taxes. This charge will not be
greater than 2% per year. Such interest will be paid regardless of the actual
investment experience of the GPA. Although MassMutual is not obligated to
credit interest at a rate higher than the guaranteed minimum, it may declare a
higher rate applicable for such periods as it deems appropriate.
Federal Income Tax Considerations
The ultimate effect of federal income taxes on values under this Policy and on
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 Policy, 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.
24
<PAGE>
For complete information on federal and state tax law considerations, a
qualified tax advisor should be consulted. No attempt is made herein to consider
any applicable state or other tax laws.
MassMutual's 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 Value. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policy. 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 Policy. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases and net decreases
must be adjusted for tax purposes by subtracting an amount attributable to
appreciation in the value of assets and by adding any amount attributable to
depreciation. MassMutual's basis in the Policy's share of the assets underlying
the Separate Account will be adjusted for appreciation or depreciation, to the
extent the reserves are adjusted. Thus, corporate-level capital 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 laws, MassMutual may incur state or local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
If there is a material change in applicable 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 partial
withdrawal is made (unless the Policy is a "modified endowment contract," as
discussed below).
Upon a full surrender of a Policy for its Cash Surrender Value, the Policyowner
may recognize ordinary income for federal income tax purposes. Ordinary income
is computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt but less any Surrender Charges assessed, 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 a 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. MassMutual suggests that you consult with your tax advisor 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 the 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 a Policyowner, and that no part of any
loan under a Policy will constitute income to the Policyowner unless the Policy
has become a "modified endowment contract." If the Policy is a modified
endowment contract under Code Section 7702A, loans will be fully taxable to the
extent of income in the Policy and could be subject to an additional 10 percent
tax. See the discussion on modified endowment contracts below. 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 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 surrender
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.
MassMutual cannot make any guarantee regarding the future tax treatment of any
Policy. 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.
25
<PAGE>
Modified Endowment Contracts. Contrary to the rules described above, loans,
collateral assignments, 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 taxation 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 Policy 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 with
respect to such premiums.
Since the Policy provides for flexible premium payments, the Company has
instituted procedures to monitor 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 have to 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, 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, collateral assignment, 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, collateral assignments, and distributions from any one
such Policy are taxable to the extent of the income accumulated in all the
Policies required to be aggregated.
Qualified Plans. The Policy may be used in conjunction with certain
tax-qualified employee benefit plans. Since the rules governing such use are
complex, a purchaser should not use the Policy in conjunction with any such
qualified plan until he has consulted a competent tax advisor. The Policy may
not be used in conjunction with an Individual Retirement Account (IRA).
Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the Trusts 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 a Fund'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 a Fund as an asset of
the Separate Account. All securities of the same issuer are treated as a single
investment. However, each 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
Trusts 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. Regula-
26
<PAGE>
tions 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.
Your Voting Rights
As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, the Policyowner is entitled to give
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 Trusts. 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 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.
Reservation Of 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 Divisions 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 or in any other form permitted by law; and
. De-register the Separate Account under the Investment Company Act of 1940
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 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.
Additional Provisions Of The Policy
Additional Benefits You Can Get by Rider
The Policy can include additional benefits that we approve based on our
standards and limits for issuing insurance and classifying risks. An additional
benefit is provided by rider and is subject to the terms of both the rider and
the Policy. The cost of any rider is deducted as part of the Monthly Charges.
Subject to state availability, the following riders are available.
Disability Benefit Rider. This rider provides that, in the event of the
Insured's total disability that begins before Attained Age 65 and continues for
at least six months, MassMutual will apply a premium payment to the Policy on
each Monthly Calculation Date while the Insured remains totally disabled (but
not after Attained Age 70 if the disability occurred after Attained Age 60).
At the time of application, a Specified Monthly Amount is selected by the
Policyowner. In the event of the Insured's total disability, the amount of the
premium payment applied on each Monthly Calculation Date will be the greater of:
(a) the Specified Monthly Amount; or (b) the Monthly Charge (increased by the
current Premium Expense Charge) on that Monthly Calculation Date.
Accidental Death Benefit Rider. This rider provides for an addition to the
Death Benefit in the event the Insured's death was caused by accidental bodily
injury occurring within six months before the Insured's death. No benefit is
provided under this rider if the Insured dies before his or her first birthday
or after Attained Age 70.
Insurability Protection Rider. This rider allows the Policyowner to increase
the Selected Face Amount of the Policy for a specified amount on specified
dates, without evidence of insurability.
Death Benefit Guarantee Rider. Until Attained Age 70 or 40 years from the
Policy Date, whichever is sooner, the Policy will not terminate when the Account
Value is insufficient to cover the Monthly Charge on a Monthly Calculation Date
if (a) exceeds (b) where:
(a) is the sum of all premiums paid, minus any withdrawals, and minus any Policy
Debt; and
(b) is the sum of Minimum Monthly Premiums, for this rider since the Policy
Date.
27
<PAGE>
Minimum Monthly Premiums may be paid on other than a monthly basis as long as
the sum of premiums paid is at least equal to the total required Minimum Monthly
Premiums on each Monthly Calculation Date. The Minimum Monthly Policy Premium
may change if the Policy's Selected Face Amount is increased or decreased or if
riders are added, changed, or terminated. The new Minimum Monthly Premium will
apply from the effective date of the change.
If, on a Monthly Calculation Date, the Policy premium requirement has not been
met, the Policyowner will be given an additional 61 days to pay a premium
sufficient to maintain the death benefit guarantee. The required payment will
be equal to (a) the smallest amount needed to meet the Policy premium
requirement as of that date; plus (b) two times the Minimum Monthly Premium for
that date. If the required payment is not received within this period, the
rider will terminate and the death benefit guarantee will be lost. Once the
rider is terminated, it cannot be reinstated.
Accelerated Death Benefit Rider. This rider advances the Policyowner a portion
of the Death Benefit when MassMutual receives proof, satisfactory to Us, the
insured is terminally ill and is not expected to live more than 12 months. In
return for the advanced payment, a lien is established against the Policy, equal
to the amount of the Death Benefit accelerated under the Policy. Interest is
not charged on the Lien.
Right to Exchange Insured Endorsement. Upon request, the Policy may include a
Right to Exchange Insured Endorsement. Under this endorsement, the Policy may
be exchanged for a new Policy on the life of a new Insured, subject to certain
conditions and satisfactory evidence of insurability.
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 following receipt
by MassMutual of a written request.
Beneficiary
A Beneficiary is any person named on our records to receive insurance proceeds
after the Insured dies. The Policyowner names the Beneficiary in the
application 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 Beneficiary is needed to exercise any Policy right
except the right to:
Change the frequency of Planned Premiums;
Change the premium payment plan; and
Reinstate the Policy after termination.
The Beneficiary may be changed during the Insured's lifetime by writing to our
Home Office. Generally, the change will take effect as of the date of the
request. If no Beneficiary is living when the Insured dies, unless provided
otherwise the Death Benefit is paid to the Policyowner or, if deceased, to the
Policyowner's estate.
Assignment
The Policy may be assigned as collateral for a loan or other obligation. For
any assignment to be binding on MassMutual, however, We must receive a signed
copy of it at our Home Office. We are not responsible for the validity of any
assignment.
Limits on Our Right to Challenge the Policy
Except for any increases in Selected Face Amount, 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. For
any increase in the Selected Face Amount, We must bring legal action to contest
that increase within two years after the effective date of the increase or
within two years after the Issue Date of the Insurability Protection Rider, if
the increase is provided by that rider.
Error of Age or Sex
If the Insured's age or sex is misstated in the Policy application, the Death
Benefit payable under the Policy will be adjusted based on what the Policy would
provide according to the most recent Monthly Charge for the correct date of
birth and correct sex.
Suicide
Suicide within two years of the Policy Date is not covered by the Policy. If
the Insured dies by suicide, while sane or insane, within two years from the
Issue Date (or less where required by law), the amount payable to the
Beneficiary will be limited to premiums paid, less any withdrawals and Policy
Debt. If the Insured, while sane or insane, dies by suicide within two years
after the effective date of any increase in the Selected Face Amount, the death
benefit for that increase will be limited to the amount of the Monthly Charges
for that increase.
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 all
required documents in a form satisfactory to us 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 is closed (other than customary
week-end and holiday closings), trading is restricted by the SEC, or the SEC
declares that an emergency exists; or the SEC, by order, permits us to delay
payment in order to protect our policyowners.
28
<PAGE>
In addition, a premium payment is not available to satisfy a surrender
request until the check, or other instrument by which the premium payment was
made, has been honored.
We may delay paying any Cash Surrender Value, any withdrawal, or any loan
proceeds based on the GPA for up to 6 months from the date the request is
received at our Home Office.
We can delay payment of the entire Death Benefit if payment is contested. 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 of a Death Benefit, Cash Surrender Value, or withdrawal is delayed
for 30 days or more, we add interest to the date of payment at the same rate as
is paid under the interest payment option.
Payment Options
The Policy proceeds can be paid in cash, or if elected, all or part of these
proceeds can be placed under one of more of the following payment options. The
minimum amount that can be applied under a payment option is $2,000. If the
periodic payment under any option is less than $20, we reserve the right to make
payments at less-frequent intervals. None of these benefits depends on the
performance of the Separate Account or the GPA. For additional information
concerning these options, see the Policy. The following payment options are
currently available.
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 2.5% 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 rate We credit interest to the
unpaid balance. This interest rate will not be less than 2.5% per year.
Interest Payment Option. We hold amounts under this option and pay interest on
the unpaid balance of at least 2.5% 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; and
. 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 will be
made each month. When one of the named persons dies, the same payment continues
for the lifetime of the other. Two variations are available:
. Payments guaranteed for 10 years; and
. Payments 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 payment.
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 under the Fixed Amount or Interest
payment option may be withdrawn or applied under any other option. Payments
which are based on a named person's life may not be withdrawn.
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, MassMutual 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 the 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 Policy
pursuant to an Underwriting and Servicing Agreement to which MML Distributors,
MassMutual and the Separate Account are parities. 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 Policy. 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"). MassMutual sells the Policy through agents who are licensed by state
insurance officials to sell the Policy. These agents are also registered
representatives of selling brokers or of MMLISI.
When an application for a Policy is completed, it is submitted to MassMutual.
MassMutual performs suitability and insurance underwriting and determines
whether to accept or reject
29
<PAGE>
the application for the Policy and the Insured's risk classification. If the
Application is not accepted, MassMutual will refund any premium that has been
paid.
Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and
MMLISI will receive compensation for their activities as underwriters of the
Policy. No compensation was paid to either MML Distributors or MMLISI during
1995. Commissions will be paid through MMLISI and MML Distributors to agents and
selling brokers for selling the Policy. During 1995 such payments amounted to
$434,859.
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.
Commission Schedule
Writing agents will receive commissions based on a commission schedule and
rules. Some commissions are paid as a percentage of the premium payable in each
Policy Year. The maximum commission percentages are as follows:
For Policy Year 1, 50% for basic premium and 2% for amount paid above basic
premium; for Policy Years 2 through 10, 6.5% of basic premium and 2% for amounts
paid above basic premium, and 2% for basic premium and amounts above basic
premium for Policy Years 11 and after.
Basic premium is an amount established by MassMutual for the purposes of
determining commissions payable on a Policy.
Agents under financing agreements 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 additional
compensation.
General agents and brokers receive commissions based on different schedules and
rules.
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 for MassMutual's general agents and agents
(also subject to a $350,000 deductible).
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, Pennsylvania; Director (1989-1996), Connecticut Mutual Life
Insurance Company, 140 Garden Street, Hartford, Connecticut.
Gene Q. Chao
Director and Member, Auditing and Dividend Policy Committees Chairman and
Chief Executive Officer (since 1991), Computer Projections, Inc. 733 S.W.
Vista Avenue, Portland, Oregon; Chairman and Chief Executive Officer (1990),
American Leadership Forum (non-profit leadership and community building
organization); Director (1990-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
30
<PAGE>
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 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
31
<PAGE>
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), 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.
32
<PAGE>
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 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
33
<PAGE>
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
Chief Executive Officer (since 1994), Mirus Insurance Company (formerly MML
Pension Insurance Company, a wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman (since 1994) and Director, MassMutual of
Ireland Ltd. (wholly-owned subsidiary of MassMutual Holding Company Two MSC,
Inc. to provide group insurance claim services), IDA Industrial Estate,
Tipperary Town, Ireland; Director (since 1995), National Capital Health Plan,
Inc. (health maintenance organization), Washington, D.C.; Director: Benefit
Panel Services, 888 South Figueroa Street, Los Angeles, California; and
National Capital Preferred Provider Organization, 7979 Old Georgetown Road,
Bethesda, Maryland; Director (since 1994), Sloan's Lake Management Corp.
(preferred provider organization), 1355 South Colorado Boulevard, Denver,
Colorado; Vice President and Treasurer, Dental Learning Systems, New York, New
York; Director (1990-1994), The Ethix
34
<PAGE>
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.
Legal Proceedings
We are not currently involved in any legal proceedings which would have a
material impact on the Policy.
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 the Prospectus have been examined by Peter C. Van
Beaver, FSA, MAAA. An 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 Variable Life Select 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.
35
<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 Capital Appreciation Division, Oppenheimer Growth
Division, Oppenheimer Global Securities Division, and Oppenheimer Strategic Bond
Division of the Variable Life Select segment of Massachusetts Mutual Variable
Life Separate Account I as of December 31, 1995, and the related statements of
operations and changes in net assets for the period July 24, 1995 (date of
commencement of operations) to December 31, 1995. 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 audit.
We conducted our audit 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
audit provides 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 Capital Appreciation Division, Oppenheimer Growth Division,
Oppenheimer Global Securities Division, and Oppenheimer Strategic Bond Division
of the Variable Life Select segment of Massachusetts Mutual Variable Life
Separate Account I as of December 31, 1995, the results of their operations and
the changes in their net assets for the period July 24, 1995 (date of
commencement of operations) to December 31, 1995, in conformity with generally
accepted accounting principles.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 9, 1996
36
<PAGE>
Massachusetts Mutual Variable Life Separate Account I - Variable Life Select
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML Capital Oppenheimer Global Strategic
Equity Market Bond Blend Appreciation Growth Securities Bond
Division Division Division Division Division Division Division Division
-------- -------- -------- -------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Number of shares (Note 2)........... 21,058 71,750 634 1,744 946 728 1,342 1,326
======== ======= ====== ======= ======== ======= ======= ======
Identified cost (Note 3B)........... $551,391 $71,750 $7,681 $36,024 $30,361 $16,449 $20,116 $6,375
======== ======= ====== ======= ======== ======= ======= ======
Value (Note 3A)..................... $545,903 $71,750 $7,887 $35,780 $32,376 $17,133 $20,127 $6,510
Dividends receivable.................. 20,711 153 122 1,059 -- -- -- --
-------- ------- ------ ------- ------- ------- ------- ------
Total assets..................... 566,614 71,903 8,009 36,839 32,376 17,133 20,127 6,510
LIABILITIES
Payable to Massachusetts Mutual
Life Insurance Company.............. 13,024 92 136 3,596 457 452 468 --
-------- ------- ------ ------- ------- ------- ------- ------
NET ASSETS............................ $553,590 $71,811 $7,873 $33,243 $31,919 $16,681 $19,659 $6,510
======== ======= ====== ======= ======== ======= ======= ======
Net Assets consist of:
For variable life insurance policies.. $548,034 $66,704 $2,505 $27,819 $26,199 $11,145 $14,782 $1,193
Retained in Variable Life Separate
Account I by Massachusetts Mutual Life
Insurance Company.................... 5,556 5,107 5,368 5,424 5,720 5,536 4,877 5,317
-------- ------- ------ ------- ------- ------- ------- ------
Net assets............................ $553,590 $71,811 $7,873 $33,243 $31,919 $16,681 $19,659 $6,510
======== ======= ====== ======= ======== ======= ======= ======
Accumulation units (Note 8)
Number of units:
Policyowners........................ 493,293 65,304 2,333 25,644 22,900 10,067 15,154 1,122
Massachusetts Mutual Life
Insurance Company................. 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000
-------- ------- ------ ------- ------- ------- ------- ------
Total units........................... 498,293 70,304 7,333 30,644 27,900 15,067 20,154 6,122
======== ======= ====== ======= ======== ======= ======= ======
NET ASSET VALUE PER
ACCUMULATION UNIT
December 31, 1995................... $1.11 $1.02 $1.07 $1.08 $1.14 $1.11 $.98 $1.06
</TABLE>
See Notes to Financial Statements.
37
<PAGE>
Massachusetts Mutual Variable Life Separate Account I - Variable Life Select
STATEMENT OF OPERATIONS
For the Period July 24, 1995 (Date of Commencement of Operations)
Through December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML Capital Oppenheimer Global Strategic
Equity Market Bond Blend Appreciation Growth Securities Bond
Division Division Division Division Division Division Division Division
-------- -------- -------- -------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)..................... $ 20,711 $ 262 $ 206 $ 1,178 $ -- $ -- $ -- $ 214
Expenses
Mortality and expense risk fee (Note 4). 469 27 14 37 31 20 23 13
-------- -------- -------- -------- ------------ ----------- ---------- ----------
Net investment income (loss) (Note 3C).. 20,242 235 192 1,141 (31) (20) (23) 201
-------- -------- -------- -------- ------------ ----------- ---------- ----------
Net realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments
(Notes 3B, 3C and 6).................. 7,057 -- 9 350 149 106 (47) 5
Change in net unrealized appreciation/
depreciation of investments........... (5,488) -- 206 (244) 2,015 684 11 135
-------- -------- -------- -------- ------------ ----------- ---------- ----------
Net gain (loss) on investments.......... 1,569 -- 215 106 2,164 790 (36) 140
-------- -------- -------- -------- ------------ ----------- ---------- ----------
Net increase (decrease) in net assets
resulting from operations........... $ 21,811 $ 235 $ 407 $ 1,247 $ 2,133 $ 770 $ (59) $ 341
======== ======== ======== ======== ============ =========== ========== ==========
</TABLE>
See Notes to Financial Statements.
38
<PAGE>
Massachusetts Mutual Variable Life Separate Account I - Variable Life Select
STATEMENT OF CHANGES IN NET ASSETS
For the Period July 24, 1995 (Date of Commencement of Operations)
Through December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
MML Money Managed MML Capital Oppenheimer Global Strategic
Equity Market Bond Blend Appreciation Growth Securities Bond
Division Division Division Division Division Division Division Division
-------- -------- -------- -------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income (loss)............$ 20,242 $ 235 $ 192 $ 1,141 $ (31) $ (20) $ (23) $ 201
Net realized gain (loss) on investments. 7,057 -- 9 350 149 107 (47) 5
Change in net unrealized appreciation/
depreciation of investments............ (5,488) -- 206 (244) 2,015 683 11 135
-------- -------- -------- -------- --------- --------- --------- -------
Net increase (decrease) in net assets
resulting from operations.............. 21,811 235 407 1,247 2,133 770 (59) 341
-------- -------- -------- -------- --------- --------- --------- -------
Capital transactions: (Note 7)
Transfer of net premium (Note 5)........ 575,136 72,441 2,871 30,926 29,600 12,994 18,636 1,521
Transfer from Massachusetts Mutual
Life Insurance Company................. 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000
Transfer due to reimbursement (payment)
of accumulation unit value
fluctuation........................... 4,084 7 21 (106) (45) (50) (98) 1
Withdrawal due to charge for
administrative and insurance costs..... (50,734) (5,872) (439) (4,424) (5,710) (2,186) (3,820) (353)
Divisional transfers.................... (1,707) -- 13 600 941 153 -- --
-------- -------- -------- -------- --------- --------- --------- -------
Net increase in net assets resulting
from capital transactions............... 531,779 71,576 7,466 31,996 29,786 15,911 19,718 6,169
-------- -------- -------- -------- --------- --------- --------- -------
Total increase............................ 553,590 71,811 7,873 33,243 31,919 16,681 19,659 6,510
NET ASSETS, at beginning
of the period............................ -- -- -- -- -- -- -- --
-------- -------- -------- -------- --------- --------- --------- -------
NET ASSETS, at end of the year............$553,590 $ 71,811 $ 7,873 $ 33,243 $ 31,919 $ 16,681 $ 19,659 $ 6,510
======== ======== ======== ======== ========= ========= ========= =======
</TABLE>
See Notes to Financial Statements.
39
<PAGE>
Massachusetts Mutual Variable Life Separate Account I - Variable Life Select
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.
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.
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
table of selected face amounts.
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.
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 Variable Life Select Segment on
July 24, 1995 to provide initial capital: 7,656 shares were purchased in
the two management investment companies described in Note 2 supporting the
eight divisions of the Variable Life Select Segment.
2. INVESTMENT OF THE VARIABLE LIFE SELECT SEGMENT'S ASSETS
The Variable Life Select Segment maintains eight 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 Capital
Appreciation Division invests in shares of Oppenheimer Capital Appreciation
Fund, the Oppenheimer Growth Division invests in shares of Oppenheimer
Growth Fund, the Oppenheimer Global Securities Division invests in shares
of Oppenheimer Global Securities Fund and the Oppenheimer Strategic Bond
Division invests in shares of Oppenheimer Strategic Bond 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 Capital Appreciation Fund, Oppenheimer Growth Fund, Oppenheimer
Global Securities Fund and Oppenheimer Strategic Bond Fund are part of the
Oppenheimer Variable Account Funds (the "Oppenheimer Trust"). The
Oppenheimer Trust is a registered, open-end, diversified management
investment company for which Oppenheimer Management Corporation ("OMC")
acts as investment advisor (effective January 5, 1996, the name of OMC was
changed to OppenheimerFunds, Inc.).
In addition to the eight divisions of the Variable Life Select 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 Variable Life Select Segment in preparation of the
financial statements in conformity with generally accepted accounting
principles.
40
<PAGE>
Notes To Financial Statements (Continued)
A. Investment Valuation
The investments in the 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. 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 Variable Life
Select Segment is part of MassMutual's total operation and is not taxed
separately. The Variable Life Select 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 Variable Life Select Segment credited to
the policies. Accordingly, MassMutual does not intend to make any charge to
the Variable Life Select 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 Variable Life Select Segment.
D. Policy Loan
When a policy loan is made, the Variable Life Select Segment transfers the
amount of the loan to MassMutual, thereby decreasing both the assets and
the reserves of the Variable Life Select Segment by an equal amount. The
interest rate charged on any loan is 6% per year or the policyowner may
select an adjustable loan rate, in all jurisdictions except Arkansas, at
the time of application. All loan repayments are allocated to the
Guaranteed Principal Account.
The policyowner earns interest at an annual rate determined by MassMutual,
which will not be less than 3%, on any loaned amount.
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 Variable Life Select Segment divisions for the
mortality and expense risks it assumes. The charge is made daily at an
effective annual rate of 0.55% of the value of each division's net assets.
MassMutual makes certain deductions from the annual premium before amounts
are allocated to the Variable Life Select 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 Variable Life Select Segment.
MassMutual also makes certain charges for the cost of insurance and
administrative costs.
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.
41
<PAGE>
Notes To Financial Statements (Continued)
6. PURCHASE AND SALES OF INVESTMENTS
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
For the Period July 24, 1995 MML Money Managed MML Capital Oppenheimer Global Strategic
(Date of Commencement of Operations) Equity Market Bond Blend Appreciation Growth Securities Bond
Through December 31, 1995 Division Division Division Division Division Division Division Division
- ------------------------- -------- -------- -------- -------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cost of purchases .................. $1,191,879 $72,199 $7,914 $41,373 $31,873 $17,673 $22,251 $6,588
Proceeds from sales ................ 647,545 449 242 5,699 1,661 1,330 2,088 217
Average monthly value of securities. 165,568 16,903 5,811 16,404 13,844 8,760 10,034 5,458
</TABLE>
7. NET INVESTMENT RETURN
<TABLE>
<CAPTION>
The following table shows the net investment return for each division in the Variable Life Select Segment:
MML MML Oppenheimer Oppenheimer Oppenheimer
For the Period July 24, 1995 MML Money Managed MML Capital Oppenheimer Global Strategic
(Date of Commencement of Operations) Equity Market Bond Blend Appreciation Growth Securities Bond
Through December 31, 1995 Division Division Division Division Division Division Division Division
- ------------------------- -------- -------- -------- -------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 .................... 13.40% 1.39% 7.01% 8.28% 15.56% 8.92% (0.60)% 6.25%
</TABLE>
The net investment return for each division of the Variable Life Select 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.
Note: The amounts shown are not annualized.
8. NET INCREASE IN ACCUMULATION UNITS
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer Oppenheimer
For the Period July 24, 1995 MML Money Managed MML Capital Oppenheimer Global Strategic
(Date of Commencement of Operations) Equity Market Bond Blend Appreciation Growth Securities Bond
Through December 31, 1995 Division Division Division Division Division Division Division Division
- ------------------------- -------- -------- -------- -------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Units transferred from MassMutual
for initial capital ................. 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000
Units purchased ...................... 541,875 71,065 2,740 29,293 27,280 11,921 18,971 1,462
Units withdrawn ...................... (47,051) (5,761) (419) (4,190) (5,226) (1,997) (3,817) (340)
Units transferred between divisions... (1,531) -- 12 541 846 143 -- --
------- ------- ------- ------- -------- ------- ------- -------
Net increase ......................... 498,293 70,304 7,333 30,644 27,900 15,067 20,154 6,122
Units, at beginning of the period .... -- -- -- -- -- -- -- --
------- ------- ------- ------- -------- ------- ------- -------
Units, at end of the year ............ 498,293 70,304 7,333 30,644 27,900 15,067 20,154 6,122
------- ------- ------- ------- -------- ------- ------- -------
</TABLE>
42
<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 Variable Life Select Segment. The combined net assets as of
December 31, 1995 for the 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 1 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
=========== =========== =========== =========== ============ =========== ===========
</TABLE>
<TABLE>
<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 1 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.
43
<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
44
<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.
45
<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.
46
<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.
47
<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.
48
<PAGE>
Notes To Supplemental Financial Statements
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") were merged into the Company. For the purposes
of this presentation, these supplemental financial statements give retroactive
effect as if the merger had occurred on January 1, 1993 in conformity with the
practices of the National Association of Insurance Commissioners and the
accounting practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut. This merger was accounted for under the pooling of interests
method of accounting. The financial information is not necessarily indicative
of the results that would have been recorded had the merger actually occurred on
January 1, 1993, nor is it indicative of future results. After the merger,
future sales of new products will be predominantly those developed by
Massachusetts Mutual. Additionally, as part of the merger plan, employee
positions have been or will be eliminated over a three-year period,
predominantly through voluntary terminations. In 1995, charges for employee
separation and transaction expenses directly attributable to the merger were
$44 million for Massachusetts Mutual (the Company prior to the merger) and $45
million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying supplemental financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the Division of Insurance of the 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.
49
<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.
50
<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.
51
<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.
52
<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.
53
<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, 1994
---------------------------------
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.
54
<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.
55
<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.
56
<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.
57
<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
58
<PAGE>
Appendix A
Illustration of Death Benefits, Cash Surrender Values and Accumulated Premiums
The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit 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 premium of $1,200 for a nonsmoker male
and female age 35 both issued standard based on full underwriting. Separate
tables are shown for the current and guaranteed schedule of charges. These
tables will assist in 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 60 is for a Policy issued to a male nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 1. The
premium payment is $1,200 using a current schedules of mortality and
expense charges and current fund level expenses.
2. The illustration on page 61 is for a Policy issued to a male nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 1.
The premium payment is $1,200 using guaranteed schedules of mortality and
expense charges and current fund level expenses.
3. The illustration on page 62 is for a Policy issued to a male nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 2.
The premium payment is $1,200 using a current schedules of mortality and
expense charges and current fund level expenses.
4. The illustration on page 63 is for a Policy issued to a male nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 2.
The premium payment is $1,200 using guaranteed schedules of mortality and
expense charges and current fund level expenses.
5. The illustration on page 64 is for a Policy issued to a female nonsmoker
age 35 for a Selected Face Amount of $100,000 using Death Benefit Option 1.
The premium payment is $1,200 using a current schedules of mortality and
expense charges and current fund level expenses.
6. The illustration on page 65 is for a Policy issued to a female nonsmoker
age 35 for a Selected Face Amount of $100,000 using Death Benefit Option 1.
The premium payment is $1,200 using guaranteed schedules of mortality and
expense charges and current fund level expenses.
7. The illustration on page 66 is for a Policy issued to a female nonsmoker
age 35 for a Selected Face Amount of $100,000 using Death Benefit Option 2.
The premium payment is $1,200 using a current schedules of mortality and
expense charges and current fund level expenses.
8. The illustration on page 67 is for a Policy issued to a female nonsmoker
age 35 for a Selected Face Amount of $100,000 using Death Benefit Option 2.
The premium payment is $1,200 using guaranteed schedules of mortality and
expense charges and current fund level expenses.
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. They would also be different depending upon
the allocation of investment value to each Division, if the rates of return for
all the Funds averaged 0%, 6%, and 12% but varied above or below that average
for particular Funds.
The Death Benefits and Cash Surrender Values should, in illustrations 1, 3, 5
and 7, reflect the following current charges:
1. Administrative Charges equal to $6.00 per Policy charge for nonqualified
policies.
2. Cost of Insurance Charge, based on the current rates being charged by the
Company for standard, fully underwritten risks.
3. Mortality and Expense Risk Charge, which is equal to .55% on an annual
basis, of the net asset value of the Fund shares held by the Separate
Account.
4. Fund level expenses of .65% on an annual basis, of the net assets value of
the Fund shares held by the Separate Account. These fund level expenses
represent the unweighted average of all fund expenses.
The Death Benefits and Cash Surrender Values shown in illustrations 2, 4, 6 and
8 reflect the following guaranteed maximum charges as well as the current fund
level expenses:
1. Administrative Charges equal to $9.00 per Policy.
2. Cost of Insurance Charge based on 1980 CSO Mortality Table.
3. Mortality and Expense Risk Charge, which is equal to .90% on an annual
basis, of the net asset value of the Fund shares held by the Separate
Account.
Cash Surrender Values shown in the tables reflect the deduction of the
applicable Administrative Surrender Charge (during the first 15 Policy Years)
and the applicable Sales Load Surrender Charge (also during the first 15 Policy
Years.) Taking into account the current 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 rate of return would be -1.192%, 4.737% and 10.666%
respectively.
MassMutual has agreed to bear the expenses of the Funds(other than the
management fee, interest taxes, brokerage commissions and extraordinary
expenses) in excess of .11% of average daily net assets value of each MML Fund
through April 30, 1997.
Currently no charge is made against the Separate Account for federal income
taxes but the Company 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 amount 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 not requested
an increase or decrease in the Selected Face Amount, that no Policy loans have
been made, and no transaction charges have been incurred, and that the entire
Account Value under the Policy is allocated to the Funds.
59
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Current Schedule of Charges
<TABLE>
<CAPTION>
Death Benefit 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 $ 148.60 $ 209.73 $ 271.01
2 2,583 100,000 100,000 100,000 995.97 1,175.25 1,362.07
3 3,972 100,000 100,000 100,000 1,849.54 2,205.68 2,591.59
4 5,431 100,000 100,000 100,000 2,706.59 3,300.04 3,968.96
5 6,982 100,000 100,000 100,000 3,543.62 4,436.74 5,484.19
6 8,570 100,000 100,000 100,000 4,452.68 5,709.73 7,244.26
7 10,259 100,000 100,000 100,000 5,348.03 7,035.44 9,180.17
8 12,032 100,000 100,000 100,000 6,220.90 8,407.15 11,301.48
9 13,893 100,000 100,000 100,000 7,070.81 9,826.65 13,628.24
10 15,848 100,000 100,000 100,000 7,897.31 11,295.87 16,182.84
15 27,189 100,000 100,000 100,000 11,512.23 19,316.76 33,211.46
20 41,663 100,000 100,000 143,094.94 14,268.08 28,770.06 60,633.45
25 60,136 100,000 100,000 214,068.44 16,528.60 40,682.55 104,935.51
30 83,713 100,000 100,000 312,557.20 17,199.47 55,044.80 174,612.96
35 113,804 100,000 114,150.70 447,142.20 15,383.48 72,247.23 283,001.39
40 152,208 100,000 131,603.59 643,165.48 9,376.38 92,030.48 449,766.07
45 201,222 0 149,874.86 921,713.25 0 114,408.24 703,597.00
50 263,778 0 171,204.47 1,334,090.91 0 139,190.63 1,084,626.76
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- -----------------------------------------
0% 6% 12%
-------- -------- ---------
<S> <C> <C> <C>
1 $ 914.62 $ 975.75 $ 1,037.03
2 1,809.99 1,989.27 2,176.09
3 2,686.48 3,042.62 3,428.53
4 3,543.53 4,136.98 4,805.90
5 4,380.56 5,273.68 6,321.13
6 5,197.97 6,455.02 7,989.55
7 5,993.32 7,680.73 9,825.46
8 6,766.19 8,952.44 11,846.77
9 7,516.10 10,271.94 14,073.53
10 8,242.60 11,641.16 16,528.13
15 11,520.65 19,325.18 33,219.88
</TABLE>
For years following Policy Year 15, Account Value equals Cash Surrender Value
assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
60
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Guaranteed Schedules of Mortality and Expense Charges as well as
Current Fund Level Expenses
<TABLE>
<CAPTION>
Death Benefit 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 $ 95.58 $ 154.94 $ 214.44
2 2,583 100,000 100,000 100,000 889.61 1,061.77 1,241.27
3 3,972 100,000 100,000 100,000 1,686.65 2,026.28 2,394.55
4 5,431 100,000 100,000 100,000 2,484.05 3,047.04 3,682.04
5 6,982 100,000 100,000 100,000 3,257.52 4,100.94 5,090.85
6 8,570 100,000 100,000 100,000 4,098.27 5,280.53 6,724.80
7 10,259 100,000 100,000 100,000 4,920.74 6,501.54 8,512.29
8 12,032 100,000 100,000 100,000 5,707.18 7,757.57 10,460.88
9 13,893 100,000 100,000 100,000 6,485.38 9,047.87 12,585.59
10 15,848 100,000 100,000 100,000 7,225.98 10,374.55 14,905.93
15 27,189 100,000 100,000 100,000 10,282.23 17,380.62 30,042.13
20 41,663 100,000 100,000 126,600.29 11,987.04 24,928.43 53,644.19
25 60,136 100,000 100,000 182,901.20 12,043.30 33,104.19 89,657.45
30 83,713 100,000 100,000 256,558.59 9,420.78 41,582.90 143,328.82
35 113,804 100,000 100,000 349,562.71 1,807.10 49,657.16 221,242.22
40 152,208 0 100,000 473,572.13 0 56,202.29 331,169.32
45 201,222 0 100,000 629,466.04 0 58,442.76 480,508.43
50 263,778 0 100,000 833,797.97 0 48,809.60 677,884.53
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- -----------------------------------------
0% 6% 12%
-------- -------- ---------
<S> <C> <C> <C>
1 $ 861.60 $ 920.96 $ 980.46
2 1,703.63 1,875.79 2,055.29
3 2,523.59 2,863.22 3,231.49
4 3,320.99 3,883.98 4,518.98
5 4,094.46 4,937.88 5,927.79
6 4,843.56 6,025.82 7,470.09
7 5,566.03 7,146.83 9,157.58
8 6,262.47 8,302.86 11,006.17
9 6,930.67 9,493.16 13,030.88
10 7,571.27 10,719.84 15,251.22
15 10,290.65 17,389.04 30,050.55
</TABLE>
For policy years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
61
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Current Schedule of Charges
<TABLE>
<CAPTION>
Death Benefit 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 $100,912.96 $100,974.00 $ 101,035.17 $ 146.94 $ 207.95 $ 269.15
2 2,583 101,805.12 101,983.91 102,170.22 991.10 1,169.89 1,356.20
3 3,972 102,676.77 103,031.46 103,415.82 1,839.83 2,194.52 2,578.88
4 5,431 103,527.05 104,117.30 104,782.61 2,690.11 3,280.36 3,945.67
5 6,982 104,355.29 105,242.29 106,282.62 3,518.35 4,405.35 5,445.68
6 8,570 105,161.84 106,408.38 107,929.95 4,416.55 5,663.09 7,184.66
7 10,259 105,943.89 107,614.32 109,737.11 5,298.60 6,969.03 9,091.82
8 12,032 106,700.64 108,860.94 111,720.11 6,155.35 8,315.65 11,174.82
9 13,893 107,431.56 110,149.22 113,896.65 6,986.27 9,703.93 13,451.36
10 15,848 108,135.89 111,480.07 116,286.33 7,790.60 11,134.78 15,941.04
15 27,189 111,247.70 118,823.09 132,292.22 11,239.28 18,814.67 32,283.80
20 41,663 113,729.67 127,552.49 158,246.32 13,729.67 27,552.49 58,246.32
25 60,136 115,566.13 137,008.42 205,483.10 15,566.13 38,008.82 100,727.01
30 83,713 115,473.85 149,097.97 300,597.71 15,473.85 49,097.87 167,931.68
35 113,804 112,464.17 159,719.57 430,567.71 12,464.17 59,719.57 272,511.21
40 152,208 105,011.67 167,803.98 619,910.06 5,011.67 67,803.98 433,503.54
45 201,222 0 169,698.00 889,173.20 0 69,698.00 673,758.17
50 263,778 0 159,074.54 1,288,313.97 0 59,074.54 1,047,409.73
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- -----------------------------------------
0% 6% 12%
-------- -------- ---------
<S> <C> <C> <C>
1 $ 912.96 $ 974.00 $ 1,035.17
2 1,805.12 1,983.91 2,170.22
3 2,676.77 3,031.46 3,415.82
4 3,527.05 4,117.30 4,782.61
5 4,355.29 5,242.29 6,282.62
6 5,161.84 6,408.38 7,929.95
7 5,943.89 7,614.32 9,737.11
8 6,700.64 8,860.94 11,720.11
9 7,431.56 10,149.22 13,896.65
10 8,135.89 11,480.07 16,286.33
15 11,247.70 18,823.09 32,292.22
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
62
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Guaranteed Schedules of Mortality and Expense Charges as well as
Current Fund Level Expenses
<TABLE>
<CAPTION>
Death Benefit 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 $100,859.92 $100,919.13 $100,978.54 $ 93.90 $ 153.11 $ 212.52
2 2,583 101,698.67 101,870.25 102,049.22 884.65 1,056.23 1,235.20
3 3,972 102,513.71 102,851.79 103,218.48 1,676.77 2,014.85 2,381.54
4 5,431 103,304.35 103,863.99 104,495.31 2,467.41 3,027.05 3,658.37
5 6,982 104,068.94 104,906.09 105,888.60 3,232.00 4,069.15 5,051.66
6 8,570 104,806.92 105,978.42 107,409.34 4,061.63 5,233.13 6,664.05
7 10,259 105,515.73 107,079.23 109,067.46 4,870.44 6,433.94 8,422.17
8 12,032 106,195.82 108,209.75 110,877.18 5,650.53 7,664.46 10,331.89
9 13,893 106,844.65 109,368.22 112,850.86 6,399.36 8,922.93 12,405.57
10 15,848 107,462.70 110,555.87 115,005.34 7,117.41 10,210.58 14,660.05
15 27,189 110,007.88 116,868.85 129,090.40 9,999.46 16,860.43 29,081.98
20 41,663 111,384.25 123,567.19 150,785.14 11,384.25 23,567.19 50,785.14
25 60,136 110,893.02 129,839.53 183,857.58 10,893.02 29,839.53 83,857.58
30 83,713 107,480.60 134,221.41 239,692.55 7,480.60 34,221.41 133,906.45
35 113,804 0 133,756.16 327,384.64 0 33,756.16 207,205.47
40 152,208 0 123,296.98 444,367.95 0 23,296.98 310,746.82
45 201,222 0 0 591,718.54 0 0 451,693.54
50 263,778 0 0 785,442.37 0 0 638,571.03
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- -----------------------------------------
0% 6% 12%
-------- -------- ---------
<S> <C> <C> <C>
1 $ 852.92 $ 919.12 $ 978.54
2 1,698.67 1,870.25 2,049.22
3 2,513.71 2,851.79 3,218.48
4 3,304.35 3,863.99 4,495.31
5 4,068.94 4,906.09 5,888.60
6 4,806.92 5,978.42 7,409.34
7 5,512.73 7,079.23 9,067.46
8 6,195.82 8,209.75 10,877.18
9 6,844.65 9,368.22 12,850.86
10 7,462.70 10,555.87 15,005.34
15 10,007.88 16,868.85 29,090.40
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
63
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Current Schedule of Charges
<TABLE>
<CAPTION>
Death Benefit 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 $ 195.88 $ 257.48 $ 319.25
2 2,583 100,000 100,000 100,000 1,056.70 1,237.76 1,426.45
3 3,972 100,000 100,000 100,000 1,940.30 2,300.33 26,890.48
4 5,431 100,000 100,000 100,000 2,808.41 3,408.65 4,085.23
5 6,982 100,000 100,000 100,000 3,654.41 4,557.87 5,617.53
6 8,570 100,000 100,000 100,000 4,570.40 5,842.08 7,394.47
7 10,259 100,000 100,000 100,000 5,477.26 7,184.21 9,353.70
8 12,032 100,000 100,000 100,000 6,365.99 8,577.63 11,505.34
9 13,893 100,000 100,000 100,000 7,236.10 10,024.32 13,869.93
10 15,848 100,000 100,000 100,000 8,087.92 11,527.23 16,471.30
15 27,189 100,000 100,000 105,455.68 11,920.43 19,838.68 33,901.41
20 41,663 100,000 100,000 165,687.78 15,202.96 29,985.62 62,055.35
25 60,136 100,000 100,000 248,207.97 18,269.45 42,988.66 107,916.51
30 83,713 100,000 117,233.63 360,714.56 20,460.01 58,911.37 181,263.60
35 113,804 100,000 135,802.77 518,798.37 21,504.07 78,082.05 298,159.98
40 152,208 100,000 154,421.34 739,206.71 20,679.48 100,928.98 483,141.64
45 201,222 100,000 175,743.76 1,063,464.71 15,873.13 127,350.55 770,626.60
50 263,778 100,000 198,000.03 1,209,913.28 2,341.39 157,142.88 1,209,913.28
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- -----------------------------------------
0% 6% 12%
-------- -------- ---------
<S> <C> <C> <C>
1 $ 929.34 $ 990.94 $ 1,052.71
2 1,838.16 2,019.22 2,207.91
3 2,726.92 3,086.95 3,477.10
4 3,595.03 4,195.27 4,871.85
5 4,441.03 5,344.49 6,404.15
6 5,265.37 6,537.05 8,089.44
7 6,072.23 7,779.18 9,948.67
8 6,860.96 9,072.60 12,000.31
9 7,631.07 10,419.29 14,264.90
10 8,382.89 11,822.20 16,766.27
15 11,927.60 19,845.85 33,908.58
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
64
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Guaranteed Schedules of Mortality and Expense Charges as well as Current
Fund Level Expenses
<TABLE>
<CAPTION>
Death Benefit 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 $ 149.72 $ 209.77 $ 269.95
2 2,583 100,000 100,000 100,000 963.89 1,138.67 1,320.88
3 3,972 100,000 100,000 100,000 1,798.40 2,143.84 2,518.28
4 5,431 100,000 100,000 100,000 2,615.08 3,188.31 3,834.65
5 6,982 100,000 100,000 100,000 3,407.39 4,266.83 5,275.06
6 8,570 100,000 100,000 100,000 4,266.60 5,471.92 6,943.67
7 10,259 100,000 100,000 100,000 5,107.15 6,719.41 8,769.13
8 12,032 100,000 100,000 100,000 5,921.32 8,002.92 10,759.35
9 13,893 100,000 100,000 100,000 6,709.68 9,324.55 12,932.46
10 15,848 100,000 100,000 100,000 7,472.82 10,686.54 15,308.57
15 27,189 100,000 100,000 100,000 10,677.94 17,937.01 30,860.40
20 41,663 100,000 100,000 146,963.45 12,806.55 26,082.83 55,042.49
25 60,136 100,000 100,000 212,154.51 13,916.17 35,578.73 92,241.09
30 83,713 100,000 100,000 296,773.95 13,656.81 46,739.70 149,132.64
35 113,804 100,000 103,662.07 407,216.74 10,677.64 59,575.90 234,032.61
40 152,208 100,000 112,828.11 549,041.86 2,887.97 73,743.86 358,850.89
45 201,222 0 121,246.76 736,440.97 0 87,859.97 533,652.88
50 263,778 0 127,476.12 971,812.03 0 101,171.52 771,279.39
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
--------------- -----------------------------------------
0% 6% 12%
------ -------- ---------
<S> <C> <C> <C>
1 $ 883.18 $ 943.23 $ 1,003.41
2 1,745.35 1,920.13 2,102.34
3 2,585.02 2,930.46 3,304.90
4 3,401.70 2,974.93 4,621.27
5 4,194.01 5,053.45 6,061.68
6 4,961.57 6,166.89 7,638.64
7 5,702.12 7,314.38 9,364.10
8 6,416.29 8,497.89 11,254.32
9 7,104.65 9,719.52 13,327.43
10 7,767.79 10,981.51 15,603.54
15 10,685.11 17,944.18 30,867.57
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
65
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Current Schedule Of Charges
<TABLE>
<CAPTION>
Due Benefit 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 $100,927.84 $100,989.37 $ 101,051.00 $ 194.38 $ 255.91 $ 317.54
2 2,583 101,833.78 102,014.40 102,202.60 1,052.32 1,232.94 1,421.14
3 3,972 102,717.95 103,076.67 103,465.34 1,931.33 2,290.05 2,678.72
4 5,431 103,579.67 104,176.97 104,850.08 2,793.05 3,390.35 4,063.46
5 6,982 104,417.29 105,315.10 106,367.80 3,630.67 4,528.48 5,581.18
6 8,570 105,230.98 106,492.76 108,032.56 4,536.01 5,797.79 7,337.59
7 10,259 106,025.08 107,715.99 109,864.39 5,430.11 7,121.02 9,269.42
8 12,032 106,798.75 108,985.84 111,879.98 6,303.78 8,490.87 11,385.01
9 13,893 107,551.27 110,303.66 114,097.94 7,156.30 9,908.69 13,702.97
10 15,848 108,282.91 111,671.61 116,539.77 7,987.94 11,376.64 16,247.80
15 27,189 111,690.66 119,408.91 133,102.29 11,683.49 19,401.74 33,095.12
20 41,663 114,774.40 129,013.68 161,327.11 14,774.40 29,013.68 60,422.14
25 60,136 117,548.86 140,994.51 242,134.75 17,548.86 40,994.51 105,275.98
30 83,713 119,228.95 155,020.74 352,282.32 19,228.95 55,020.74 177,026.29
35 113,804 119,451.84 171,137.78 507,030.83 19,451.84 71,137.78 291,397.03
40 152,208 117,338.17 188,797.70 722,818.93 17,338.17 88,797.70 472,430.67
45 201,222 110,577.83 205,621.40 1,040,412.18 10,577.83 105,621.40 753,921.87
50 263,778 0 216,632.11 1,492,407.62 0 116,632.11 1,184,450.49
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- ---------------------------------------------
0% 6% 12%
--------- ------- --------
<S> <C> <C> <C>
1 $ 927.84 $ 989.37 $ 1,051.00
2 1,833.78 2,014.40 2,202.60
3 2,717.95 3,076.67 3,465.34
4 3,579.67 4,176.97 4,850.08
5 4,417.29 5,315.10 6,367.80
6 5,230.98 6,492.76 8,032.56
7 6,025.08 7,715.99 9,864.39
8 6,798.75 8,985.84 11,879.98
9 7,551.27 10,303.66 14,097.94
10 8,282.91 11,671.61 16,539.77
15 11,690.66 19,408.91 33,102.29
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash
Surrender Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
66
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Guaranteed Schedules Of Mortality and Expense Charges as well as Current
Fund Level Expenses
<TABLE>
<CAPTION>
Due Benefit 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 $100,881.68 $100,941.63 $ 101,001.70 $ 148.22 $ 208.17 $ 268.24
2 2,583 101,740.91 101,915.22 102,096.91 959.45 1,133.76 1,315.45
3 3,972 102,576.13 102,920.23 103,293.25 1,789.51 2,133.61 2,506.63
4 5,431 103,386.63 103,956.91 104,599.92 2,600.01 3,170.29 3,813.30
5 6,982 104,170.79 105,024.55 106,026.12 3,384.17 4,237.93 5,239.50
6 8,570 104,928.04 106,123.55 107,583.15 4,233.07 5,428.58 6,888.18
7 10,259 105,655.82 107,252.19 109,281.28 5,060.85 6,657.22 8,686.31
8 12,032 106,354.58 108,411.77 111,135.17 5,859.61 7,916.80 10,640.20
9 13,893 107,024.77 109,603.65 113,160.68 6,629.80 9,208.68 12,765.71
10 15,848 107,666.83 110,829.23 115,375.45 7,371.86 10,534.26 15,080.48
15 27,189 110,427.04 117,470.09 129,993.31 10,419.87 17,462.92 29,986.14
20 41,663 112,272.52 124,882.09 152,906.76 12,272.52 24,882.09 52,906.76
25 60,136 112,942.86 132,863.89 204,165.30 12,942.86 32,863.89 88,767.52
30 83,713 112,038.91 141,012.87 286,141.50 12,038.91 41,012.87 143,789.70
35 113,804 108,146.33 147,597.17 393,130.28 8,146.33 47,597.17 225,936.94
40 152,208 0 150,061.03 530,580.64 0 50,061.03 346,784.73
45 201,222 0 141,081.43 712,412.29 0 41,081.43 516,240.79
50 263,778 0 8,946.57 941,376.88 0 8,946.57 747,124.51
</TABLE>
<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
------------- ---------------------------------------------
0% 6% 12%
--------- ------- --------
<S> <C> <C> <C>
1 $ 881.68 $ 941.63 $ 1,001.70
2 1,740.91 1,915.63 2,096.91
3 2,576.13 2,920.23 3,293.25
4 3,386.63 3,956.91 4,599.92
5 4,170.79 5,024.55 6,026.12
6 4,928.04 6,123.55 7,583.15
7 5,655.82 7,252.19 9,281.28
8 6,354.58 8,411.77 11,135.17
9 7,024.77 9,603.65 13,160.68
10 7,666.83 10,829.23 15,375.45
15 10,427.04 17,470.09 29,993.31
</TABLE>
For Policy Years following Policy Year 15, Account Value equals Cash
Surrender Value assuming no increase in Selected Face Amount.
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 TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
67
<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.
<PAGE>
Notwithstanding the foregoing, no indemnification shall be provided
with respect to:
(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.
<PAGE>
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 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. 1
This Post-Effective Amendment is comprised of the following documents:
The Facing Sheet.
The Prospectus consisting of 67 pages.
The Undertaking to File Reports.
The Signatures.
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. Peter C. Van Beaver, FSA, MAAA.
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.*
(a) Resolution of the Board of Directors authorizing
issuance of Policy.*
(2) Not applicable.
(3) Form of Distribution Agreements:
(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.
*Incorporated by reference to Registration Statement No. 33-89798 filed with the
Commission on February 28, 1995.
<PAGE>
(4) Not applicable.
(5) Form of 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 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 Peter C. Van Beaver, FSA, MAAA, as to
actuarial matters pertaining to the securities being registered.
6. Consent of Coopers & Lybrand L.L.P.
7. Powers of Attorney
27. Financial Data Schedule
*Incorporated by reference to Registration Statement No. 33-89798 filed with the
Commission on February 28, 1995.
<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. 1
pursuant to rule 485(b) under the Securities Act of 1933 and has caused this
Post-Effective Amendment No. 1 to Registration Statement No. 33-89798 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
*Richard M. Howe filed herewith.
As required by the Securities Act of 1933, this Post-Effective Amendment No. 1
to Registration Statement No. 33-89798 has been signed by the following persons
in the capacities and on the duties indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas B. Wheeler* Chief Executive Officer April 24, 1996
- --------------------------- and 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
/s/ Patricia Diaz Dennis* Director April 24, 1996
- ---------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director April 24, 1996
- ---------------------------
Anthony Downs
<PAGE>
/s/ James L. Dunlap* Director April 24, 1996
- ---------------------------
James L. Dunlap
/s/ William B. Ellis* Director April 24, 1996
- ---------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director April 24, 1996
- ---------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director April 24, 1996
- ---------------------------
Charles K. Gifford
/s/ William N. Griggs* Director April 24, 1996
- ---------------------------
William N. Griggs
/s/ James G. Harlow, Jr.* Director April 24, 1996
- ---------------------------
James G. Harlow, Jr.
/s/ George B. Harvey* Director April 24, 1996
- ---------------------------
George B. Harvey
/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 Preiskel
/s/ David E. Sams, Jr. Director April 24, 1996
- ---------------------------
Daved E. Sams, Jr.
/s/ Alfred M. Zeien* Director April 24, 1996
- ---------------------------
Alfred M. Zeien
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact
- ------------------------- pursuant to powers of attorney filed
*Richard M. Howe herewith.
<PAGE>
REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------
As attorney to the Registrant, I, James M. Rodolakis, have reviewed this Post-
Effective Amendment No. 1 to Registration Statement No. 33-89798 and I
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
<PAGE>
EXHIBIT LIST
99.A.3.A.1 Form of Distribution Agreement
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 Peter C. Van Beaver
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
_______________ 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 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
<PAGE>
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.
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:
<PAGE>
(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;
(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.
<PAGE>
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:
(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.
<PAGE>
(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:
(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,
<PAGE>
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 Contract.
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.
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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
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.
<PAGE>
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
<PAGE>
under this paragraph 18, notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying
party will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than
under this paragraph. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this paragraph for
any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable
costs of investigation.
19. Independent Contractor. MML DISTRIBUTORS shall be an independent
contractor. MML DISTRIBUTORS is responsible for its own conduct and
the employment, control and conduct of its agents and employees and
for injury to such agents or employees or to others through its agents
or employees. MML DISTRIBUTORS assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
20. Termination. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term
of the Agreement, which shall be for a two year period commencing on
the date first above written, and this Agreement shall continue in
full force and effect from year to year thereafter, until terminated
as herein provided.
This Agreement may be terminated by either party hereto upon 30 days
written notice to the other party, or at any time upon the mutual
written consent of the parties hereto. This Agreement shall
automatically be terminated in the event of its assignment. Subject to
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
<PAGE>
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.
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
----------------------------
SEPARATE ACCOUNT
<PAGE>
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;
<PAGE>
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.
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
<PAGE>
(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
(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.
<PAGE>
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.
(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
<PAGE>
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.
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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.
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.
<PAGE>
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.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and
<PAGE>
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.
<PAGE>
By: __________________________
<PAGE>
April 15, 1996
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
RE: Post-Effective Amendment No. 1
to Registration Statement
No. 33-89798 filed on Form S-6
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 1 to Registration Statement No. 33-89798 under the Securities Act
of 1933 for Massachusetts Mutual Life Insurance Company's ("MassMutual")
Flexible Premium Variable Whole Life Insurance Policies (the "Policies").
Massachusetts Mutual Variable Life Separate Account I issues the Policies.
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 Policies. 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 separated account
validly established and maintained by MassMutual in accordance with
Massachusetts law.
3. All of the prescribed corporate procedures for the issuance of the Policies
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>
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. 1 to the
Registration Statement of Massachusetts Mutual Variable Life Separate Account I
(Variable Life Select segment) on Form N-8B-2 (Registration No. 33-89798) 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 our report dated February 9, 1996 on our
audit of Massachusetts Variable Life Separate Account I (Variable Life Select
segment). We also consent to the reference to our Firm under the caption
"Experts."
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
April 26, 1996
<PAGE>
April 1, 1996
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Ladies and Gentlemen:
The opinion is furnished in connection with Post-Effective Amendment No. 1 to
Registration Statement No. 33-89798 for Massachusetts Mutual Life Insurance
Company's Flexible Premium Variable Whole Life Insurance Policies (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. 1 to Registration Statement No. 33-89798, and to the reference of
my name under the heading "Experts" in the prospectus.
Sincerely,
/s/ Peter C. Van Beaver
Peter C. Van Beaver, FSA, MAAA
Assistant Vice President
and Actuary
<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> 740,147
<INVESTMENTS-AT-VALUE> 737,466
<RECEIVABLES> 22,045
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 759,511
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18,225
<TOTAL-LIABILITIES> 18,225
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 741,286
<DIVIDEND-INCOME> 22,571
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 634
<NET-INVESTMENT-INCOME> 21,937
<REALIZED-GAINS-CURRENT> 7,629
<APPREC-INCREASE-CURRENT> (2,681)
<NET-CHANGE-FROM-OPS> 26,885
<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> 741,286
<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> 370,643
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
