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As Filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 33-[______]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
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(Exact Name of Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
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1295 State Street
Springfield, Massachusetts 01111
(Address of Principal Executive Office)
THOMAS FINNEGAN, CORPORATE SECRETARY
------------------------------------
1295 State Street
Springfield, Massachusetts 01111
(Name and Address of Agent for Service of Process)
FLEXIBLE PREMIUM GROUP VARIABLE LIFE
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as possible after the
effective date of this Registration Statement.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
hereby declares that an indefinite amount of its securities is being registered
under the Securities Act of 1933.
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said section, may determine.
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus
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Form N-8B-2
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1 Cover Page; Glossary; The Separate Account
2 Cover Page; What is MassMutual; The
Separate Account
3 Investment of the Separate Account
4 Sales and Other Agreements
5 The Separate Account
6 The Separate Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Cover Page; Basic Questions and Answers
About Us and Our Policy; Initial Minimum Premium
Requirements; Death Benefits
Under the Policy; Free Look Provision;
Account Value and Cash Surrender Value; Policy
Loan Privilege; The Separate Account; Charges
Under the Policy; Modal Term Premiums;
Sales and Other Agreements;
When We Pay Proceeds; Payment Options; Our
Rights; Your Voting Rights; Basic Questions
and Answers About Us and Our Policy
11 The Separate Account
12 The Separate Account; Sales and Other
Agreements
13 The Separate Account; Charges Under the Policy
14 Basic Questions and Answers About Us and Our
Policy; The Separate Account; Sales and Other
Agreements
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus
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Form N-8B-2
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15 Basic Questions and Answers About Us and Our
Policy; General Provisions of the Policy
16 The Separate Account; Investment Return
17 The Separate Account; Account Value and Cash Surrender
Value; Withdrawal Rights and Payment Options
18 The Separate Account
19 Records and Reports
20 Not Applicable
21 What is the loan privilege and how does a
loan affect the Policy's Death Benefit and
Cash Surrender Value; Policy Loan Privilege
22 Not Applicable
23 Bonding Arrangement
24 Limits on Our Right to Challenge the Policy;
Suicide; Misstatement of Age or Sex;
Assignment; Beneficiary; Our Rights; The
Separate Account; Optional Benefits Obtainable
by Rider
25 Basic Questions and Answers About Us and Our
Policy
26 Not Applicable
27 Basic Questions and Answers About Us and
Our Policy
28 Directors and Executive Officers of MassMutual
29 Basic Questions and Answers About Us and
Our Policy
30 Not Applicable
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus
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Form N-8B-2
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31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Basic Questions and Answers About Us and
Our Policy
36 Not Applicable
37 Not Applicable
Sales and Other Agreements
38 Sales and Other Agreements
39 Sales and Other Agreements
40 Sales and Other Agreements
41 Sales and Other Agreements
42 Not Applicable
43 Sales and Other Agreements
44 The Separate Account; Investment Return;
Charges for Federal Income Tax; General
Provisions of the Policy
45 Not Applicable
46 The Separate Account; Investment Return
47 The Separate Account
48 The Separate Account; Investment Return
49 Not Applicable
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RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8B-2 AND THE PROSPECTUS
Item No. of Caption in Prospectus
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Form N-8B-2
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50 The Separate Account
51 Cover Page; Basic Questions and Answers
About Us and Our Policy
52 The Separate Account; Your Voting Rights; Our Rights
53 Federal Income Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
VARIABLE RIDER
TO
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
This prospectus describes a variable rider issued in connection with
certificates issued to individuals participating under group flexible premium
adjustable life insurance policies issued by Massachusetts Mutual Life Insurance
Company ("MassMutual"). The group policies allow individual owners to elect
certificates offering participation in MassMutual's fixed account and to elect a
rider to the certificate offering additional participation in a separate account
of MassMutual. The certificates issued to individuals who also elect the
variable rider are referred to herein as "Policies" or "Policy." The Policy
provides lifetime insurance protection and has flexibility with respect to
premium payments. Payments are based upon the Selected Face Amounts chosen in
the Enrollment Form or Application. Policyowners have several investment
alternatives from which to choose. An individual Policyowner may generally
allocate the premium for his or her Policy among a Guaranteed Principal Account
("GPA") and the sixteen Separate Account divisions of a designated segment (the
"GVUL Segment") of Massachusetts Mutual Variable Life Separate Account I (the
"Separate Account") after certain deductions have been made. (For details see
"Deductions From Premiums.") At any one time, only eight divisions of the
Separate Account plus the GPA are available to a Policyowner. The GVUL Segment
of the Separate Account is divided into sixteen divisions (the "Divisions").
One division (the "MML Equity Index Division") invests in one fund of the MML
Series Investment Fund (the "MML Trust"); nine divisions, (the "Oppenheimer
Divisions"), invest in nine funds of Oppenheimer Variable Account Funds (the
"Oppenheimer Trust"); and six divisions, (the "Panorama Divisions"), invest in
six series of the Panorama Series Fund, Inc. (the "Panorama Fund").
The Death Benefit may, and Cash Surrender Value of a Policy most likely will,
vary up or down depending on the investment performance of the Divisions of the
Separate Account. While there is no guaranteed minimum Cash Surrender Value for
a Policy invested in the Separate Account, a Policy's Death Benefit will never
be less than its Selected Face Amount. The Cash Surrender Value can increase,
decrease, or remain level each year based upon the Selected Face Amount and
Death Benefit Option chosen by the Policyowner, subject to certain rules
established by MassMutual. Furthermore, the Policy will not lapse provided
there is sufficient Account Value available to pay applicable monthly charges.
(For details see "Account Value Charges" and "Separate Account Charges")
The Divisions have distinct investment portfolios. The MML EQUITY INDEX
DIVISION invests in shares of MML Equity Index Fund, which invests substantially
all its assets, to the extent practicable, in the stocks that compose the
Standard & Poor's 500 Composite Stock Price Index. The OPPENHEIMER MONEY
DIVISION invests in shares of Oppenheimer Money Fund which invests primarily in
"money market" securities consistent with low capital risk and maintenance of
liquidity. The OPPENHEIMER BOND DIVISION invests in shares of Oppenheimer Bond
Fund which invests primarily in high yield fixed-income securities. The
OPPENHEIMER STRATEGIC BOND DIVISION invests in shares of Oppenheimer Strategic
Bond Fund which invests primarily in: (i) foreign government and corporate debt
securities; (ii) U.S. government securities; and (iii) lower-rated high yield,
high-risk debt securities. The OPPENHEIMER HIGH INCOME DIVISION invests in
shares of Oppenheimer High Income Fund which invests primarily in lower-rated,
high yield, high risk income securities. The OPPENHEIMER GROWTH & INCOME
DIVISION invests in shares of Oppenheimer Growth & Income Fund which invests
primarily in equity and debt securities. The OPPENHEIMER MULTIPLE STRATEGIES
DIVISION invests in shares of Oppenheimer Multiple Strategies Fund which invests
primarily in common stocks and other equity securities, bonds, other debt
securities and "money market securities." The OPPENHEIMER GROWTH DIVISION
invests in shares of Oppenheimer Growth Fund which invests primarily in
securities of well-known companies. The OPPENHEIMER CAPITAL APPRECIATION
DIVISION invests in shares of Oppenheimer Capital Appreciation
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Fund which invests primarily in securities of growth-type companies. The
OPPENHEIMER GLOBAL SECURITIES DIVISION invests in shares of Oppenheimer Global
Securities Fund which invests primarily in securities of foreign issuers, growth
type companies, cyclical industries and special situations which are believed
will appreciate in value. The PANORAMA TOTAL RETURN DIVISION invests in shares
of the Panorama Total Return Portfolio which invests primarily in stocks,
corporate bonds, U.S. Government securities, and money market instruments. The
PANORAMA GROWTH DIVISION invests in shares of the Panorama Growth Portfolio
which invests primarily in common stocks with low price-earnings ratios and
better than anticipated earnings. The PANORAMA INTERNATIONAL EQUITY DIVISION
invests in shares of the Panorama International Equity Portfolio which invests
primarily in equity securities of companies based outside of the United States.
The PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION invests in shares of the
Panorama LifeSpan Capital Appreciation Portfolio which invests in a
strategically allocated portfolio consisting primarily of equity securities. The
PANORAMA LIFESPAN BALANCED DIVISION invests in shares of the Panorama LifeSpan
Balanced Portfolio which invests in a strategically allocated portfolio of
equity securities and fixed income securities with a slightly stronger focus on
equity securities. The PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION invests in
shares of the Panorama LifeSpan Diversified Income Portfolio which invests in a
strategically allocated portfolio with a focus on fixed income securities.
(Collectively, these sixteen funds are referred to as the "Funds.") The shares
of the underlying Funds purchased by the Divisions are held by MassMutual as
custodian of the Separate Account. (For details regarding the charges against
the Separate Account, see "Separate Account Charges.")
All Policies are serviced through MassMutual's Home Office which is located in
Springfield, Massachusetts. The mailing address is Massachusetts Mutual Life
Insurance Company, Springfield, Massachusetts 01111. The telephone number is
(413) 788-8411.
[_____, 1997]
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 OF THE MML
EQUITY INDEX FUND, OPPENHEIMER VARIABLE ACCOUNT FUNDS, AND PANORAMA SERIES FUND,
INC.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR
TO OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.
REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO
ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE GROUP FLEXIBLE PREMIUM ADJUSTABLE
LIFE INSURANCE CERTIFICATE TO AGE 95 WITH VARIABLE
7
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RIDER OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION.
8
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<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Definitions Of Terms
Basic Questions And Answers About Us And Our Policy
What is MassMutual? What variable life insurance policy are We offering?
Availability
Initial Minimum Premium Requirements
Underwriting
What is the Account Value of the Policy?
What are the Divisions of the Separate Account?
What is the Guaranteed Principal Account ("GPA")?
Is the level of the Death Benefit guaranteed?
Is the Death Benefit subject to income taxes?
Does the Policy have a Cash Surrender Value?
What is a modified endowment contract?
Can this Policy become a modified endowment contract?
What about Premiums?
When are Initial Premiums allocated to the Guaranteed Principal Account
or the Separate Account?
How can the Net Premium and the Account Value of the Policy be
allocated among the Guaranteed Principal Account and the Separate
Account Divisions?
How long will the Policy remain in force?
Are there charges against the Policy?
What is the loan privilege and how does a loan affect the Policy's Death
Benefit and Cash Surrender Value?
Are dividends paid on the Policy?
Do I have a right to cancel?
Charges Under The Policy
Deductions from Premiums
Sales Load
State Premium Tax Charge
Deferred Acquisition Cost ("DAC") Tax Charge
Account Value Charges
Administrative Charge
Charge for Cost of Insurance Protection
Separate Account Charges
Charges for Mortality and Expense Risks
Charges for Federal Income Taxes
The Separate Account
Investment of the Separate Account
Investment Objectives
Rates of Return
General Provisions Of The Policy
</TABLE>
9
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<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Premiums
Planned Policy Premiums - Modal Term Premiums
Minimum and Maximum Premium Payments
Termination
Grace Period
Death Benefit Under The Policy
Account Value And Cash Surrender Value
Account Value
Transfers
Automated Account Re-Balancing
Investment Return
Cash Surrender Value
Withdrawals
Policy Loan Privilege
Source of Loan
If Loans Exceed the Policy Account Value
Interest
Repayment
Interest on Loaned Value
Effect of Loan
Free Look Provision
Exchange Privilege
Your Voting Rights
Our Rights
Directors And Executive Vice Presidents
Of MassMutual
The Guaranteed Principal Account
Federal Income Tax Considerations
MassMutual - Tax Status
Policy Proceeds, Premiums, and Loans
Modified Endowment Contracts
Diversification Standards
Additional Provisions Of The Policy
Paid-up Policy Date
Reinstatement Option
Payment Options
Fixed Amount Payment Option
Fixed Time Payment Option
Interest Payment Option
</TABLE>
10
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<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Lifetime Payment Option
Joint Lifetime Payment Option
Joint Lifetime Payment Option with Reduced Payments
Withdrawal Rights under Payment Options
Beneficiary
Changing the Policyowner or Beneficiary
Right to Substitute Insured
Assignment
Dividends
Limits on Our Right to Challenge the Policy
Misstatement of Age or Sex
Suicide
When We Pay Proceeds
Optional Benefits Obtainable By Rider
Disability Waiver Rider
Accelerated Benefits Rider
Accidental Death Benefits Rider
Accidental Death and Dismemberment
Records And Reports
Sales And Other Agreements
Commissions Schedule
Bonding Arrangement
Legal Proceedings
Experts
Financial Statements
Appendix A
Appendix B
Appendix C
</TABLE>
11
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DEFINITION OF TERMS
ACCOUNT VALUE: The sum of the Variable Account Value and the Fixed Account
- -------------
Value of the Policy.
APPLICATION: The form used to apply for an increase in the Selected Face Amount
- -----------
of the Policy after the Policyowner ceases to be associated with an Employer.
Enrollment Forms are used to apply for the initial Selected Face Amount and any
subsequent increases when the Policyowner remains associated with the Employer.
A supplement to the Application is used to apply for the variable rider.
BENEFICIARY: The person or persons that the Policyowner specifies to Us in
- -----------
writing to receive insurance proceeds after 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 Policy Debt.
CERTIFICATE: A document issued by Us under a group flexible premium adjustable
- -----------
life insurance contract to Certificate owners, setting forth or summarizing the
Certificate owner's rights and benefits.
DEATH BENEFIT: The amount payable to the named Beneficiary when the Insured
- -------------
dies. A choice of Death Benefits is available under the Policy (referred to as
"Option A" and "Option B"). The Death Benefit under Option A equals the greater
of the Selected Face Amount or the Minimum Face Amount in effect on the date of
death, with possible additions and deductions. The Death Benefit under Option B
equals the greater of the Selected Face Amount plus the Account Value or the
Minimum Face Amount in effect on the date of death, with possible additions and
deductions. Possible additions include the portion of the Monthly Deduction
attributable to death benefit coverage after the Insured's death. Possible
deductions include Policy Debt and unpaid Monthly Deductions.
DIVISIONS: The subaccounts of the Separate Account, each of which invests in
- ---------
shares of the MML Series Investment Fund (the "MML Trust"), the Oppenheimer
Variable Account Funds (the "Oppenheimer Trust"), or the Panorama Series Fund,
Inc. (the "Panorama Fund").
EMPLOYEE: A person who is associated with an Employer and the spouse of such
- --------
person.
EMPLOYER: The employer, association, sponsoring organization or trust which has
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executed a Participation Agreement electing participation in a Group Contract.
ENROLLMENT FORM: A document used by potential Certificate owners to apply for
- ---------------
the Certificates and to apply for an increase in the Selected Face Amount of the
Certificate when the Certificate owner is associated with an Employer.
FIXED ACCOUNT VALUE: The Account Value which is allocated to the GPA.
- -------------------
FREE LOOK PERIOD: The period during which a Certificate owner may return the
- ----------------
Certificate. It must be within 10 days of receipt of the Certificate (unless a
different period is mandated under applicable state law). If You have added the
variable rider to the Certificate prior to the expiration of Your Certificate's
Free Look Period, amounts will be held in the Guaranteed Principal Account until
the period's expiration.
GROUP CONTRACT: A group flexible premium adjustable life insurance contract in
- --------------
which the Employer elects to participate and which is issued by MassMutual.
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GUARANTEED PRINCIPAL ACCOUNT ("GPA"): A fixed account to which a Policyowner
- ------------------------------------
may allocate Net Premium or Account Value, which guarantees both the principal
and a minimum interest rate. The GPA is part of Our General Account and its
investment performance has no bearing upon the investment performance of the
Separate Account.
HOME OFFICE: The Home Office of MassMutual is located at 1295 State Street in
- -----------
Springfield, Massachusetts.
INSURED: Person whose life the Policy insures.
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ISSUE AGE: The Insured's Age at his or her last birthday as of the date the
- ---------
Certificate is issued.
ISSUE DATE: The date shown on the Policy schedule page. It is the start date
- ----------
of the suicide and contestability periods. It is also the date from which the
Certificate is in force if the first premium has been paid.
MINIMUM FACE AMOUNT: An amount equal to Account Value times the applicable
- -------------------
Minimum Face Amount percentage. This percentage depends upon the Insured's age.
The Minimum Face Amount in any event may not be less than $50,000.
MODAL TERM: A period selected by the Employer for which Modal Term Premiums
- ----------
will be paid in advance by the Employer. This period may be monthly, quarterly,
semi-annual or annual. Your Modal Term is specified in Your Policy schedule
page.
MODAL TERM PREMIUM: The estimated premium amount sufficient to pay the Premium
- ------------------
Deduction and Monthly Deduction(s) under the Policy during one Modal Term. For
example, if a Policy has a monthly Modal Term, the Modal Term Premium would be
one estimated Monthly Deduction plus one estimated Premium Deduction. If a
Policy maintains a yearly Modal Term, the Modal Term Premium would be twelve
estimated Monthly Deductions plus one estimated Premium Deduction. The Monthly
Deduction necessary under any Policy varies by initial Selected Face Amount,
issue age, underwriting classification, and rider(s) selected.
MONTHLY CALCULATION DATE: The monthly date on which the Monthly Deductions
- ------------------------
under the Policy are generally deducted from the Account Value. The first
Monthly Calculation Date will be the Policy Date, and subsequent Monthly
Deductions will be on the same date of each succeeding calendar month. Monthly
Deductions from Your Policy are made on the Monthly Calculation Date. However,
if the Monthly Calculation Date does not fall on a Valuation Date, the Monthly
Deduction will occur on the next succeeding Valuation Date. Monthly Deductions
will occur on a date other than the Monthly Calculation Date when; 1) We receive
the initial premium for Your Certificate; and 2) We receive a premium amount
sufficient to prevent termination of the Policy in accordance with the Grace
Period and Termination provisions of the Policy. (See "Grace Period" and
"Termination"). All Policies issued to the same group are generally aggregated
for purposes of maintaining the same monthly date. The Policies are
Certificates to which variable account riders have been added. Therefore, the
monthly calculation date and policy date remain the same in Your Certificate
even after You have elected the variable account rider.
MONTHLY DEDUCTION: The deductions from the Account Value under the Policy which
- -----------------
are generally deducted on the Monthly Calculation Date. The deductions are
equal to the sum of the charge for cost of insurance protection, plus the
Administrative Charge, plus a charge for the cost of any additional benefits
provided by rider.
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NET PREMIUM: Premium paid less sales load, state premium tax charges and
- -----------
deferred acquisition cost tax charges.
PAID-UP POLICY DATE: The Policy Anniversary Date succeeding the Insured's 95th
- -------------------
birthday.
PARTICIPATION AGREEMENT: An agreement executed by the Employer requesting
- -----------------------
participation in a Group Contract issued by MassMutual.
POLICY: The Certificate, as amended by the variable rider, offered by
- ------
MassMutual and described in this Prospectus.
POLICY ANNIVERSARY: The anniversary of the Policy Date.
- ------------------
POLICY DATE: The date shown on the Policy schedule page used as the starting
- -----------
point for determining Policy Anniversary Dates, Policy Years and Monthly
Calculation Dates. The Policies are Certificates to which variable account
riders have been added. Therefore, the policy dates, anniversary dates, policy
years, and monthly calculation dates remain the same in Your Policy even after
You have elected the variable account rider.
POLICY DEBT: The amount of obligation from a Policyowner to MassMutual from
- -----------
outstanding loans made to the Policyowner under the Policy. This amount
includes any loan interest accrued to date.
POLICY YEAR: The twelve month period commencing with the Policy Date, and each
- -----------
successive twelve month period thereafter.
POLICYOWNER: The owner of a Policy, as designated in the Enrollment Form or
- -----------
Application, or as subsequently changed.
PREMIUM: The payment that may be paid to Us to purchase life insurance and to
- -------
increase the Account Value of the Policy.
PREMIUM DEDUCTION: The deductions We make from premiums prior to the allocation
- -----------------
of such premiums to the GPA or the selected Divisions. The deductions are equal
to the sum of the charges for sales load, state premium tax, and deferred
acquisition ("DAC") tax.
PREMIUM TAX: The amount of premium tax, if any, charged by a state or other
- -----------
governmental authority.
SELECTED FACE AMOUNT: The amount of insurance coverage chosen by the
- --------------------
Policyowner.
SEPARATE ACCOUNT: The segregated asset account called "Massachusetts Mutual
- ----------------
Variable Life Separate Account I" established by MassMutual under the laws of
Massachusetts and registered as a unit investment trust under the Investment
Company Act of 1940, as amended. The Separate Account will be used to receive
and invest premiums for this Policy and for other variable life insurance
policies MassMutual issues. For each class of policy there will be a designated
segment of the Separate Account.
SURRENDER: A surrender by the Policyowner of all rights under the Policy while
- ---------
the Policy is in force in exchange for the entire Account Value minus any Policy
Debt under the Policy.
VALUATION DATE: Any date on which the net asset value of the shares of the
- --------------
Funds is determined. Generally, this will be any date on which the New York
Stock Exchange (or its successor) is open for trading.
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VALUATION PERIOD: The period of time from the end of one Valuation Date to the
- ----------------
end of the next Valuation Date.
VALUATION TIME: The time the New York Stock Exchange (or its successor) closes
- --------------
on a Valuation Date (currently 4:00 p.m. New York time). All actions which are
to be performed on a Valuation Date will be performed as of the Valuation Time.
VARIABLE ACCOUNT VALUES: Account Values which are allocated to any of the
- -----------------------
Divisions of the GVUL Segment of the Separate Account.
WE, US, OR OUR: Refers to MassMutual.
- --------------
WITHDRAWAL: A withdrawal of Account Value by the Policyowner.
- ----------
YOU OR YOURS: Refers to the Policyowner.
- ------------
15
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BASIC QUESTIONS AND ANSWERS ABOUT US AND OUR POLICY
WHAT IS MASSMUTUAL? MassMutual is a mutual life insurance company chartered in
- -------------------
1851 under the laws of Massachusetts. Its Home Office is located at 1295 State
Street in Springfield, Massachusetts. MassMutual is licensed to transact life,
accident and health business in all fifty states of the United States, the
District of Columbia, Puerto Rico, and certain provinces of Canada.
On February 29, 1996, MassMutual and Connecticut Mutual Life Insurance Company
("Connecticut Mutual") merged. As a result, the separate existence of
Connecticut Mutual ceased and MassMutual continues its corporate existence under
its current name. As of December 31, 1996, MassMutual had total contingency
reserves in excess of $2.6 billion and consolidated assets of $55.8 billion.
WHAT VARIABLE LIFE INSURANCE POLICY ARE WE OFFERING? In this Prospectus We are
- ----------------------------------------------------
offering a variable account rider to a Certificate (the "Policy") which provides
the Policyowner the opportunity to allocate Account Value to the Separate
Account. The Policy is evidence of individual insurance containing a variable
accumulation option. We issue the Policy to provide for a Death Benefit and
Cash Surrender Value, as well as loan privileges and flexible premiums. The
Policyowner may select the timing and amount of premium payments. The Policy is
considered "variable" because, unlike the fixed benefits of a traditional whole
life policy, the Death Benefit may, and Cash Surrender Value most likely will,
vary to the extent that the Account Value under the Policy is allocated to the
Division(s). Certain provisions of the Policy as described herein may be
somewhat different in any particular state because of specific state
requirements.
The Policy evidences a legal contract between the Employer, Policyowner and
MassMutual. The entire contract consists of the Group Contract, the Enrollment
Form, the Application, the Policy and any amendments, supplements, or riders
added thereto. In the event of a conflict between the contract, as evidenced by
the aforementioned documents, and this prospectus, the terms of the contract
shall apply.
AVAILABILITY. The variable rider may only be elected by Certificate owners.
- -------------
The Certificates are only available to individuals who are members of a group
acceptable to MassMutual where the group sponsor such as an employer,
association, sponsoring organization or trust executes a Participation Agreement
requesting participation in a Group Contract issued by MassMutual. Each
individual in a group accepted by MassMutual is aggregated for purposes of
determining Issue Dates, Policy Dates, underwriting classification, and sales
load percentages. The Group Contract and the Participation Agreement specify
the rights and privileges of the group sponsor ("Employer"). The Policy is
evidence of coverage under the Group Contract and Individuals may exercise all
rights and privileges under the Policy through the Employer. After termination
of the employment or other relationship, an individual who has been issued the
Policy may exercise all rights and privileges directly with MassMutual.
INITIAL MINIMUM PREMIUM REQUIREMENTS. The minimum initial premium for the
- -------------------------------------
variable rider to Your Certificate is a $500 lump sum premium payment. Your
election of the variable rider activates the minimum premium requirement.
UNDERWRITING. The Company does not require underwriting prior to issuance of
- -------------
the variable rider. However, before issuing any Certificate We will require
satisfactory evidence of insurability, except under a guaranteed issue
underwriting approach. (For details see "Death Benefit Under The Policy")
WHAT IS THE ACCOUNT VALUE OF THE POLICY? The Account Value is determined by the
- ----------------------------------------
amount and frequency of premium payments, the investment experience of the
Divisions chosen by the Policyowner (the Variable Account Value), the interest
earned on Account Value allocated to the GPA (the Fixed Account Value), and any
Withdrawals or charges imposed in connection with the Policy. The Policyowner
bears the investment risk
16
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of any reduction in value of the underlying assets of the Divisions but also may
benefit from any appreciation in value. (For details see "Account Value." )
WHAT ARE THE DIVISIONS OF THE SEPARATE ACCOUNT? The Separate Account has sixteen
- -----------------------------------------------
Divisions: the MML Equity Index Division, the Oppenheimer Money Division, the
Oppenheimer Bond Division, the Oppenheimer Strategic Bond Division, the
Oppenheimer High Income Division, the Oppenheimer Growth & Income Division, the
Oppenheimer Multiple Strategies Division, the Oppenheimer Growth Division, the
Oppenheimer Capital Appreciation Division, the Oppenheimer Global Division, the
Panorama Total Return Division, the Panorama Growth Division, the Panorama
International Equity Division, the Panorama LifeSpan Capital Appreciation
Division, the Panorama LifeSpan Balanced Division, and the Panorama LifeSpan
Diversified Income Division. Each Division invests only in shares of a single
investment company or a single series of an investment company. The Divisions
are intended to provide money to pay benefits under the Policy but do not
guarantee a minimum interest rate or guarantee against asset depreciation. (For
details see "The Separate Account.")
WHAT IS THE GUARANTEED PRINCIPAL ACCOUNT ("GPA")? As an alternative to the
- -------------------------------------------------
Separate Account, the Policyowner may allocate Net Premium or transfer Account
Value to the GPA. Amounts so allocated or transferred become part of
MassMutual's general account assets. The Policyowner is not entitled to share
in the investment experience of those assets. Rather, MassMutual guarantees a
rate of return on the allocated amount equal to 3%. Although MassMutual is not
obligated to credit interest at a rate higher than this minimum, it may declare
a higher rate applicable for such periods as it deems appropriate. (For details
see "The Guaranteed Principal Account.")
IS THE LEVEL OF THE DEATH BENEFIT GUARANTEED? There are two Death Benefit
- ---------------------------------------------
options - Death Benefit Option A and Death Benefit Option B. The Death Benefit
equals the greater of the Policy's Selected Face Amount for the Policy Year of
death (plus the Account Value on the date of death if Death Benefit Option B is
elected) or the Minimum Face Amount in effect on the date of death of the
Insured. Death Benefit proceeds under either Option will be reduced by any
outstanding Policy Debt and unpaid Monthly Deductions and increased by the
portion of the Monthly Deduction attributable to death benefit coverage after
the Insured's death. So long as the Policy remains in force, the Death Benefit
You have selected will be available. (For details see "Death Benefit Under The
Policy.")
IS THE DEATH BENEFIT SUBJECT TO INCOME TAXES? A Death Benefit paid under our
- ---------------------------------------------
Policies is usually fully excludable from the gross income of the Beneficiary
for federal income tax purposes. (For details see "Federal Income Tax
Considerations" - "Policy Proceeds, Premiums and Loans.")
DOES THE POLICY HAVE A CASH SURRENDER VALUE? The Policyowner may surrender the
- --------------------------------------------
Policy at any time and receive its Account Value less any Policy Debt. There is
no surrender charge on full surrenders. Partial withdrawals are allowed subject
to certain restrictions and are subject to a withdrawal charge of the lesser of
2% of the Account Value or $25.00 which is deducted from each Withdrawal. (For
details see "Withdrawals.") The Cash Surrender Value of a Policy fluctuates
with the investment performance of the Divisions in which the Policy has Account
Value, and with the interest rate on the amount held in the GPA. It may
increase or decrease daily. For federal income tax purposes, the Policyowner
usually is not taxed on increases in the Cash Surrender Value until the Policy
is surrendered. In connection with certain Withdrawals of Account Value and
loans on the Policy, however, the Policyowner may be taxed on all or a part of
the amount distributed. (For details see "Cash Surrender Value" and "Federal
Income Tax Considerations" - "Policy Proceeds, Premiums and Loans.")
WHAT IS A MODIFIED ENDOWMENT CONTRACT? A modified endowment contract (as
- --------------------------------------
defined by the Internal Revenue Code) is a life insurance policy under which the
premiums paid during the first seven contract years
17
<PAGE>
exceed the cumulative premiums payable under a policy providing for guaranteed
benefits upon the payment of seven level annual premiums. Certain changes to a
life insurance policy can subject it to re-testing for a new seven-year period.
During an insured's lifetime, distributions from a modified endowment contract,
including collateral assignments, loans, and withdrawals, are taxable to the
extent of any income in the contract and may also incur a penalty tax if the
Policyowner is not 59-1/2. (For details see "Modified Endowment Contracts.")
CAN THIS POLICY BECOME A MODIFIED ENDOWMENT CONTRACT? Since this Policy permits
- -----------------------------------------------------
flexible premium payments, it may become a modified endowment contract. The
Company has the systems capacity to test a Policy at issue to determine whether
it will be classified as a modified endowment contract ("MEC"). This test
examines the Policy for MEC status at the time of issue. The Company has
further safeguards in place to monitor whether a Policy may become a modified
endowment contract after issue. (For details see "Federal Income Tax
Considerations" - "Modified Endowment Contracts.")
WHAT ABOUT PREMIUMS? The minimum initial premium for the variable rider to the
- --------------------
Certificate is $500 which must be paid by You in a lump sum. Since the Policy
is a "flexible premium policy" You may choose to pay more or less than the
planned premium.
Your Employer is not required to pay a minimum initial premium for Your Policy.
However, the Employer must pay the estimated premium amount sufficient to pay
the Premium Deduction and Monthly Deduction(s) under Your Policy for the term
selected by Your Employer. The term selected by Your Employer can be one month,
one quarter, or semi-annual or annual and is called a Modal Term. Your Modal
Term is specified in Your Policy's schedule page. The premium paid for the
Modal Term is called a Modal Term Premium. The Modal Term Premium for a Policy
is based upon its cost of insurance rates, Sales Load, State Premium Tax Charge,
DAC Tax Charge, and the Administrative Charge. The method of calculating the
Modal Term Premium is shown in Appendix C. The planned Employer paid premium is
the Modal Term Premium for Your Policy.
Once the Policy is in force, the Modal Term selected by the Employer becomes the
basis for the Policy's premium billing. We will forward billing statements to
the Employer for each Modal Term. The Employer may change the Modal Term at any
time upon written request; however, it may not be changed to a term of less than
one month.
Once the Policyowner leaves his or her association with the Employer, the
Policyowner may choose to continue the Policy. If the Policyowner chooses to
continue the Policy, all of the rights and obligations previously held by the
Employer will be vested in the Policyowner. In this event, MassMutual will
discontinue billing for Your Modal Term premium. (For details see "General
Provisions Of The Policy" - "Premiums.")
WHEN ARE INITIAL PREMIUMS ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT OR THE
- ------------------------------------------------------------------------------
SEPARATE ACCOUNT? If Your Certificate has an unexpired Free Look Period at the
- -----------------
time You elect the variable account rider, the initial Net Premium (i.e.,
premium paid less the Premium Deduction) will be initially allocated to the
Guaranteed Principal Account during the Free Look Period (see "Free Look
Provision"). At the end of the Free Look Period, the Net Premium paid by You is
allocated to the GPA and/or Divisions according to Your instructions in the
Application and subject to MassMutual's then current allocation rules. Billed
Modal Term Premiums are always initially allocated to the GPA.
HOW CAN THE NET PREMIUM AND THE ACCOUNT VALUE OF THE POLICY BE ALLOCATED AMONG
- ------------------------------------------------------------------------------
THE GUARANTEED PRINCIPAL ACCOUNT AND THE DIVISIONS? Premiums paid by You under
- --- -----------------------------------------------
the Policy may be allocated to the Divisions (maximum of eight at one time) and
the GPA. You choose the percentages of Your premiums to be allocated to the
Divisions and/or the GPA when You elect the variable rider to Your Certificate.
A Policyowner may choose any whole-number percentages as long as the total is
100%. The allocation of future
18
<PAGE>
Net Premiums may be changed at any time without charge. Billed Modal Term
Premiums payable by Your Employer are always allocated to the GPA. Transfers
from the GPA are subject to certain restrictions. (For details see "Transfers").
The Account Value of the Policy may be transferred between the GPA and/or the
Divisions by written request. Account Value may be transferred by dollar amount
or by whole-number percentage, subject to restrictions. Only eight Divisions
plus the GPA are available to a Policyowner at any one time. To allocate Net
Premiums or to transfer Account Value to a ninth Division, the Policyowner must
transfer 100% of the Account Value from one or more of the eight Divisions to
which allocations are currently made. Transfers from the GPA are also subject
to certain restrictions. (For details see "The Separate Account" and "Account
Value and Cash Surrender Value - Account Value.") Automated Account Re-
Balancing and Automated Account Value Transfer is also available. (For details
see "Automated Account Re-Balancing" and "Automated Account Value Transfer.")
HOW LONG WILL THE POLICY REMAIN IN FORCE? The Policy does not automatically
- -----------------------------------------
terminate for failure of the Employer or You to pay planned Policy premiums or
Modal Term Premiums. Conversely, payment of these amounts does not guarantee
the Policy will remain in force. The Policy terminates only when the Account
Value less any Policy Debt is insufficient to pay the Monthly Deduction, and a
grace period expires without sufficient payment. (For details see "Termination
and Grace Period.")
ARE THERE CHARGES AGAINST THE POLICY? Certain charges are made against the
- -------------------------------------
Policy. Before allocation of any premium to the Account Value, a percentage of
each premium paid is deducted for expenses related to the sale and distribution
of the Policies. These charges are called sales loads and the percentages may
vary depending on group enrollment procedures selected by the Employer, total
group premium paid by the Employer, the size of the Employer group, and other
factors. This charge is specified on the schedule page to your Policy and is
computed as a percentage of premiums paid by either You or the Employer. The
charge is guaranteed not to exceed 5% of premiums. Once the charge is set, it
will never change for any of the Policies issued to individuals under the same
group.
There are two additional deductions from gross premiums: (1) for state premium
taxes; and (2) for Deferred Acquisition Cost ("DAC") tax expense. Each premium,
net of these charges, is allocated to the GPA or the Divisions and becomes a
part of the Account Value. (For details see "Deductions From Premium.")
Certain monthly charges are generally deducted directly from the Policy's
Account Value on each Monthly Calculation Date. These Monthly Deductions are
equal to the sum of a charge for cost of insurance protection, the
Administrative Charge, and a charge for the cost of any additional benefits
provided by rider.
Some deductions are made on a daily basis against the assets of the Divisions.
A daily charge calculated at a current annual rate of 0.55% of the value of the
assets of each Division is charged for mortality and expense risks. In no event
will this rate exceed 1.00%. Similarly, tax assessments are calculated daily.
Currently, We are not making any charges for income taxes, but We may make
charges in the future against the Divisions for federal income taxes
attributable to them.
Withdrawals of Account Value are permitted subject to certain restrictions. A
charge equal to the lesser of $25 or 2% of the amount withdrawn is imposed for
each Withdrawal.
(For details see "Charges Under The Policy" and "Federal Income Tax
Considerations.")
WHAT IS THE LOAN PRIVILEGE AND HOW DOES A LOAN AFFECT THE POLICY'S DEATH BENEFIT
- --------------------------------------------------------------------------------
AND CASH SURRENDER VALUE? While the Policy is in force, a loan may be made on
- -------------------------
the Policy, in a maximum amount equal to; 1) 90% of Your Account Value at the
time of the loan; less 2) any outstanding Policy Debt before the new loan;
19
<PAGE>
less 3) interest on the loan being made and on other outstanding loan(s) to Your
next Policy Anniversary Date; less 4) an amount equal to one plus the number of
Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most
recent Monthly Deduction. (The maximum loan amount may be different if required
by state law.) (For details see "Policy Loan Privilege.")
ARE DIVIDENDS PAID ON THE POLICY? The Policy is participating, therefore, it
- ---------------------------------
may share in any dividends that MassMutual pays. Dividends are based on the
Policy's contribution to any divisible surplus of MassMutual. Any dividends
will be payable on the Policy Anniversary Date. MassMutual does not expect that
any dividends will be paid under the Policies. (For details see "Dividends.")
DO I HAVE A RIGHT TO CANCEL? Under the Free Look Provision, the owner of a
- ----------------------------
Certificate has a limited right to return the Certificate and receive a refund.
This right expires ten days after You receive the Certificate (or a longer
period if required by state law). The Certificate may be returned to our Home
Office, to any of our agency offices, or to the agent who sold You the
Certificate. Your Policy is a Certificate to which a variable account rider has
been added. Therefore, Your election of the rider does not affect the duration
of the Certificate's Free Look Period. (For details see "Free Look Provision.")
CHARGES UNDER THE POLICY
Certain charges are deducted to compensate MassMutual for providing the
insurance benefits under the Policy, for administering the Policy, for assuming
certain risks, and for incurring certain expenses in distributing the Policy.
DEDUCTIONS FROM PREMIUMS
Prior to the allocation of the premium payment to the GPA or the selected
Divisions, a deduction as a percentage of premium is made for the sales load,
state premium taxes, and the DAC tax expense ("Premium Deduction").
SALES LOAD. The sales load component of the premium varies for each Employer
- ----------
group depending on group enrollment procedures selected by the Employer, total
group premium paid by the Employer, the size of the Employer group, and other
factors. The sales load is guaranteed not to exceed 5% of premiums. All
Policies within an Employer group will have the same sales load expressed as a
percentage of premiums paid. The charge applies to premiums paid under the
Policy by either You or Your Employer. Once the charge is set, it will never
change for any of the Policies issued to individuals under the same group. The
sales load percentage appears on your Policy schedule page. There are no back-
end surrender charges or contingent deferred sales loads applicable to the
Policies.
The amount of the sales load in a Policy Year is not necessarily related to our
actual sales expenses for that particular year. To the extent that sales
expenses are not covered by the sales load, they will be recovered from
MassMutual surplus, including any amounts derived from the mortality and expense
risk charge or the cost of insurance charge. (For a discussion of the
commissions paid under the Policy, see "Sales And Other Agreements - Commission
Schedule.")
The sales load will not be imposed upon proceeds received under an exchange of
group universal life policies or certificates previously issued by Massachusetts
Mutual Life Insurance Company for the Policies described in this prospectus.
STATE PREMIUM TAX CHARGE. Various states apply premium taxes at various rates.
- ------------------------
We currently deduct a percentage equal to the applicable state rate of each
premium to cover premium taxes assessed against
20
<PAGE>
MassMutual by the various states. The applicable state rate will be either the
Massachusetts rate or a higher rate. The current state premium tax charge ranges
from 2.0% to 4% of each premium. This charge may increase or decrease to reflect
either any change in the tax or changes of residence. The Policyowner should
notify MassMutual of any change of residence. Any change in this charge would be
effective immediately.
DEFERRED ACQUISITION COST ("DAC") TAX CHARGE. We currently deduct 0.25% of each
- --------------------------------------------
premium to cover a federal premium tax assessed against MassMutual. This charge
relates to MassMutual's federal income tax burden, under Internal Revenue Code
Section 848, resulting from the receipt of premiums. This charge may be
increased or decreased by Us.
ACCOUNT VALUE CHARGES
A monthly Administrative Charge and a cost of insurance charge are generally
deducted from the Fixed Account Value on each Monthly Calculation Date. If the
Fixed Account Value is less than the Administrative Charge and cost of insurance
charge, then the deficiency is deducted from the Variable Account Value.
ADMINISTRATIVE CHARGE. A monthly fee is deducted to compensate MassMutual for
- ---------------------
costs incurred in providing certain administrative services including premium
collection, record keeping, processing claims, and communicating with
Policyowners. Currently, the charge is $5.25 per month for each Policy. While
this charge may increase or decrease, the maximum monthly Administrative Charge
is $9 per month. (The maximum charge may be different if required by state
law.) We deduct this charge from Your Policy's Fixed Account Value each month.
If there are insufficient Fixed Account Values to pay the charge, We will deduct
the deficiency from Your Policy's Variable Account Value pro rata according to
Your Variable Account Value in the Divisions.
CHARGE FOR COST OF INSURANCE PROTECTION. A charge for the cost of insurance
- ---------------------------------------
protection (also called a Mortality Charge in the Policy) is generally deducted
on each Monthly Calculation Date and is based on the Insured's age and group
rating. We deduct this charge from Your Policy's Fixed Account Value. If there
are insufficient Fixed Account Values to pay the charge, We will deduct the
deficiency from Your Policy's Variable Account Value pro rata according to Your
Variable Account Value in the Divisions. The charge varies monthly because it
is determined by multiplying the applicable cost of insurance rates by the
amount at risk each Policy month. The maximum monthly cost of insurance charge
for each $1,000 of insurance protection provided is shown in the Table of
Maximum Monthly Mortality Charges in the Policy. MassMutual may charge less
than these maximum charges. Any change in these charges will apply to all
Policies in the same group and class.
SEPARATE ACCOUNT CHARGES
CHARGES FOR MORTALITY AND EXPENSE RISKS. We charge the Divisions for the
- ---------------------------------------
mortality and expense risks We assume. We deduct a daily charge at a current
effective annual rate of 0.55% of the value of each Division's assets that come
from the Policy. While this charge may increase or decrease, the maximum charge
is 1.00% annually. The charges are deducted daily and paid quarterly against
the Separate Account divisions.
The mortality risk We assume is that the group of lives insured under our
Policies may, on average, live for shorter periods of time than We estimated.
The expense risk We assume is that our costs of issuing and administering
Policies may be more than We estimated.
If all the money We collect from this charge is not needed to cover Death
Benefits and expenses, it will be our gain and will be used for any proper
purpose, including payment of sales commissions. Conversely, even if the money
We collect is insufficient, We will provide for all Death Benefits and expenses.
21
<PAGE>
CHARGES FOR FEDERAL INCOME TAXES. We do not currently make any charge against
- --------------------------------
the Divisions for federal income taxes attributable to them. We may make such a
charge eventually, however, in order to provide for the future federal income
tax liability of the Divisions. For more information on charges for federal
income taxes, see "Federal Income Tax Considerations" - "MassMutual" - "Tax
Status."
THE SEPARATE ACCOUNT
The Separate Account was established on July 13, 1988 as a separate investment
account of MassMutual by MassMutual's Board of Directors in accordance with the
provisions of Section 132G of Chapter 175 of the Massachusetts General Laws.
The Separate Account is registered under the Investment Company Act of 1940, as
amended, as a unit investment trust. Registration does not involve supervision
of the management or investment practices or policies of 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. Designated segments of the Separate Account
will be used to receive and invest premiums for other variable life insurance
policies issued by MassMutual. Such a segment, the GVUL Segment, has been
established for the Policy.
Although the assets of the Separate Account are assets of MassMutual, that
portion of the Separate Account assets equal to the reserves and other
liabilities of the Separate Account attributable to the Policies may not be used
to satisfy any obligations that may arise out of any other business We may
conduct. They may, however, become subject to liabilities arising from other
variable life insurance policies which the Separate Account funds. In addition,
We may from time to time, at our discretion, transfer to our general account
those assets which exceed the reserves and other liabilities of the Separate
Account. Such transfers will not adversely affect the Separate Account.
Income, realized gains or losses, and unrealized gains or losses from each
Division are credited to or charged against that Division without regard to any
of our other income, gains, or losses.
MassMutual may accumulate in the Separate Account the charge for expense and
mortality risks, the Monthly Deduction assessed against the Policy and
investment results applicable to those assets that are in excess of net assets
supporting the Policies.
INVESTMENT OF THE SEPARATE ACCOUNT. The designated segment of the Separate
- ----------------------------------
Account has sixteen Divisions attributable to the Policy. Each Division invests
in shares of either the MML Trust, the Oppenheimer Trust, or the Panorama Fund.
The Divisions of the Separate Account are:
THE MML EQUITY INDEX DIVISION - Amounts credited to this Division are invested
in shares of MML Equity Index Fund, or its successor.
THE OPPENHEIMER MONEY DIVISION - Amounts credited to this Division are invested
in shares of Oppenheimer Money Fund, or its successor.
THE OPPENHEIMER BOND DIVISION - Amounts credited to this Division are invested
in shares of Oppenheimer Bond Fund, or its successor.
THE OPPENHEIMER STRATEGIC BOND DIVISION - Amounts credited to this Division are
invested in shares of Oppenheimer Strategic Bond Fund, or its successor.
22
<PAGE>
THE OPPENHEIMER HIGH INCOME DIVISION - Amounts credited to this Division are
invested in shares of Oppenheimer High Income Fund, or its successor.
THE OPPENHEIMER GROWTH & INCOME DIVISION - Amounts credited to this Division are
invested in shares of Oppenheimer Growth & Income Fund, or its successor.
THE OPPENHEIMER MULTIPLE STRATEGIES DIVISION - Amounts credited to this Division
are invested in shares of Oppenheimer Multiple Strategies Fund, or its
successor.
THE OPPENHEIMER GROWTH DIVISION - Amounts credited to this Division are invested
in shares of Oppenheimer Growth Fund, or its successor.
THE OPPENHEIMER CAPITAL APPRECIATION DIVISION - Amounts credited to this
Division are invested in shares of Oppenheimer Capital Appreciation Fund, or its
successor.
THE OPPENHEIMER GLOBAL SECURITIES DIVISION - Amounts credited to this Division
are invested in shares of Oppenheimer Global Securities Fund, or its successor.
THE PANORAMA TOTAL RETURN DIVISION - Amounts credited to this Division are
invested in shares of the Panorama Total Return Portfolio, or its successor.
THE PANORAMA GROWTH DIVISION - Amounts credited to this Division are invested in
shares of the Panorama Growth Portfolio, or its successor.
THE PANORAMA INTERNATIONAL EQUITY DIVISION - Amounts credited to this Division
are invested in shares of the Panorama International Equity Portfolio, or its
successor.
THE PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION - Amounts credited to this
Division are invested in shares of the Panorama LifeSpan Capital Appreciation
Portfolio, or its successor.
THE PANORAMA LIFESPAN BALANCED DIVISION - Amounts credited to this Division are
invested in shares of the Panorama LifeSpan Balanced Portfolio, or its
successor.
THE PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION - Amounts credited to this
Division are invested in shares of the Panorama LifeSpan Diversified Income
Portfolio, or its successor.
The shares of the underlying Fund purchased by each Division will be held by
MassMutual as custodian of the Separate Account.
Although there are currently sixteen Divisions available to a Policyowner, a
Policyowner may allocate Account Value to no more than eight Divisions at any
one time. To allocate Net Premium or to transfer Account Value to a ninth
Division which does not have Account Value allocated to it, a Policyowner must
transfer 100% of the Account Value from one or more of the eight "active"
Divisions to which allocations are currently made.
MML Equity Index Fund (the "MML Fund") is a separate series of shares of MML
Series Investment Fund (the "MML Trust"), an open-end diversified management
investment company. The Company acts as investment manager to each of the MML
Funds which are part of the MML Trust, including the MML Equity Index Fund.
MassMutual has entered into an investment sub-advisery agreement with Mellon
Equity
23
<PAGE>
Associates ("Mellon Equity") providing for Mellon Equity to manage the
investment and reinvestment of assets with respect to the management of the MML
Equity Index Fund. Mellon Equity is an indirect subsidiary of Mellon Bank
Corporation and is located in Pittsburgh, Pennsylvania. As of December 31, 1996,
Mellon Equity and its affiliates had over [$X] of assets under management.
MassMutual and Mellon Equity are registered as investment advisers under the
Investment Advisers Act of 1940.
OppenheimerFunds, Inc. ("OFI") acts as investment manager to the Oppenheimer
Variable Account Funds (the "Oppenheimer Trust") and the Panorama Series Fund,
Inc. (the "Panorama Fund"). The Oppenheimer Money Fund, Oppenheimer Bond Fund,
Oppenheimer Strategic Bond Fund, Oppenheimer High Income Fund, Oppenheimer
Growth & Income Fund, Oppenheimer Multiple Strategies Fund, Oppenheimer Growth
Fund, Oppenheimer Capital Appreciation Fund, and Oppenheimer Global Fund are
part of the Oppenheimer Trust, an open-end, diversified, management investment
company, which is available to act as the investment vehicle for separate
accounts for variable insurance policies offered by insurance companies. The
Panorama Total Return Portfolio, Panorama Growth Portfolio, Panorama
International Equity Portfolio, Panorama LifeSpan Capital Appreciation
Portfolio, Panorama LifeSpan Balanced Portfolio, and Panorama LifeSpan
Diversified Income Portfolio are part of the Panorama Series Fund, Inc., an
open-end, diversified, management investment company, which is available to act
as the investment vehicle for separate accounts for variable insurance policies
offered by insurance companies.
OFI has entered into investment sub-advisery agreements with three sub-advisers
to assist in the selection of portfolio investments for the Panorama Fund's
International Equity Portfolio, LifeSpan Diversified Income Portfolio, LifeSpan
Balanced Portfolio, and LifeSpan Capital Appreciation Portfolio. Babson-Stewart
Ivory International ("Babson-Stewart") located in Cambridge, Massachusetts is
the sub-adviser to the International Equity Portfolio and the international
stock components of the LifeSpan Balanced Portfolio and the LifeSpan Capital
Appreciation Portfolio. Babson-Stewart is a partnership formed in 1987 between
David L. Babson & Company, Inc., an indirect wholly-owned subsidiary of
MassMutual, and Stewart Ivory & Company, Ltd., located in Edinburgh, Scotland.
BEA Associates located in New York, New York is the sub-adviser to the high
yield bond component of the LifeSpan Diversified Income Portfolio, the LifeSpan
Balanced Portfolio, and the LifeSpan Capital Appreciation Portfolio. Pilgrim,
Baxter & Associates ("Pilgrim Baxter") is the sub-adviser to the small cap
component of the LifeSpan Balanced Portfolio and the LifeSpan Capital
Appreciation Portfolio. With respect to the Oppenheimer Trust Funds and those
Panorama Fund portfolios which do not utilize sub-advisers, OFI defines the
composition of each respective fund and portfolio, and furnishes advice and
recommendations with respect to the investments, investment policies and
purchase and sale of securities. OFI, Babson-Stewart, BEA Associates, and
Pilgrim Baxter are registered as investment advisers under the Investment
Advisers Act of 1940.
The MML Trust, the Oppenheimer Trust, and the Panorama Fund are open-end,
diversified management investment companies registered under the 1940 Act. The
MML Trust consists of five MML Funds each of which has its own investment
objectives and policies. The Oppenheimer Trust consists of nine Oppenheimer
Funds, each of which has its own investment objectives and policies. The
Panorama Fund consists of seven portfolios, each of which has its own investment
objectives and policies. MassMutual maintains the MML Trust for the purpose of
providing vehicles for the investment of assets held in various separate
investment accounts, including the Separate Account, established by MassMutual
or by life insurance companies which are subsidiaries of MassMutual. The
Oppenheimer Trust and Panorama Fund were established for the purpose of
providing investment vehicles for investment only by variable life insurance
contracts and variable annuity contracts. Shares of the MML Funds are not
offered to the general public, but solely to separate investment accounts
established by MassMutual and life insurance company subsidiaries of MassMutual.
Shares of the Oppenheimer Trust and Panorama Fund are not offered to the general
public, but solely to insurance company separate accounts affiliated and
unaffiliated with MassMutual which fund variable annuities and variable life
insurance contracts.
24
<PAGE>
INVESTMENT OBJECTIVES
The investment objective of MML Equity Index Fund is to provide investment
results that correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard & Poor's 500
Composite Stock Price Index. ("Standard & Poor's 500" and "S&P 500(C)" are
trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use.
The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or
The McGraw-Hill Companies, Inc.)
The investment objective of the Oppenheimer Money Fund is to maximize current
income from investments in "money market" securities consistent with low capital
risk and maintenance of liquidity.
The investment objective of the Oppenheimer Bond Fund is to seek a high level of
current income from investment in high yield fixed-income securities rated "Baa"
or better by Moody's or "BBB" or better by Standard & Poor's. Secondarily, the
Fund seeks capital growth when consistent with its primary objective.
The investment objective of the Oppenheimer Strategic Bond Fund is to seek a
high level of current income principally derived from interest income from
investments in U.S. government securities, high yield fixed-income securities,
and foreign fixed income securities and to seek to enhance such income by
writing covered call options on debt securities.
The investment objective of the Oppenheimer High Income Fund is to earn a high
level of current income by investing primarily in a diversified portfolio of
high yield, fixed-income securities, including long-term debt obligations and
preferred stock issues believed by OFI, in its capacity as investment manager of
the Fund, not to involve undue risk. This Fund's investment policy is to assume
certain risks (described more fully in the attached prospectus for the
Oppenheimer Trust) in seeking high yield, which is ordinarily associated with
high risk securities, commonly known as "junk bonds," in the lower rating
categories of the established securities ratings services, and unrated
securities.
The investment objective of the Oppenheimer Growth & Income Fund is to seek a
high total return (which includes growth in the value of its shares as well as
current income) from equity and debt securities. From time to time this Fund
may focus on small to medium capitalization common stocks, bonds and convertible
securities.
The investment objective of the Oppenheimer Multiple Strategies Fund is to seek
a total investment return (which includes current income and capital
appreciation in the value of its shares) from investments in common stocks and
other equity securities, bonds and other debt securities, and "money market"
securities.
The investment objective of the Oppenheimer Growth Fund is to seek to achieve
capital appreciation by investing in securities of well-known established
companies (companies which have a history of earnings and dividends). 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.
The investment objective of the Oppenheimer Capital Appreciation Fund is 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
investments in securities of "growth-type" companies. Such companies are
believed to have relatively favorable long-term prospects for an increased
demand for the particular company's products or services.
25
<PAGE>
The investment objective of the Oppenheimer Global Securities Fund is to seek
long-term capital appreciation through investing a substantial portion of its
invested assets in securities of foreign issuers, growth-type companies and
special investment opportunities (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.
The investment objective of the Panorama Total Return Portfolio is to seek to
maximize total investment return (including both capital appreciation and
income) principally by allocating its asset among stocks, corporate bonds, U.S.
Government securities and money market instruments according to changing market
conditions.
The investment objective of the Panorama Growth Portfolio is to seek long-term
growth of capital by investing primarily in common stocks with low price-
earnings ratios and better-than-anticipated earnings. Realization of current
income is a secondary consideration.
The investment objective of the Panorama International Equity Portfolio is to
seek long-term growth of capital by investing primarily in equity securities of
companies wherever located, the primary stock market of which is outside the
United States.
The investment objective of the Panorama LifeSpan Capital Appreciation Portfolio
is to seek long-term capital appreciation by investing in a strategically
allocated portfolio of equities and fixed income securities consisting primarily
of stocks. Current income is not a primary consideration.
The investment objective of the Panorama LifeSpan Balanced Portfolio is to seek
a blend of capital appreciation and income by investing in a strategically
allocated portfolio of stocks and bonds with a slightly stronger emphasis on
stocks.
The investment objective of the Panorama LifeSpan Diversified Income Portfolio
is to seek high current income, with opportunities for capital appreciation by
investing in a strategically allocated portfolio of equities and fixed income
securities consisting primarily of bonds.
The Separate Account purchases and redeems shares of the Funds at their net
asset value which is determined at the time of the receipt of the purchase order
or redemption request without the imposition of any sales or redemption charge.
Boston Safe Deposit and Trust Company, with its home office located at One
Boston Place, Boston, Massachusetts 02108 acts as custodian for the MML Equity
Index Fund. The Bank of New York, with its home office located at One Wall
Street, New York, NY 10015, acts as custodian for each of the Oppenheimer Funds.
State Street Bank and Trust Company, with its home office located at 225
Franklin Street, Boston, Massachusetts, 02110, acts as custodian for the
Panorama Fund and each of its Portfolios.
MassMutual serves as investment manager of the MML Equity Index Fund pursuant to
an investment management agreement which provides for the Fund to pay MassMutual
a quarterly fee at the annual rate of 0.40% of the first $100 million of net
assets, 0.38% of the next $150 million, and 0.36% of net assets in excess of
$250 million. MassMutual has entered into a sub-advisery agreement with Mellon
Equity Associates ("Mellon Equity"), an indirect wholly owned subsidiary of
Mellon Bank Corporation, whereby Mellon Equity manages the investment and
reinvestment of the assets of the MML Equity Index Fund as sub-adviser to the
Fund.
26
<PAGE>
MassMutual has agreed to bear the expenses of each of the MML Funds, including
the Equity Index Fund, (other than the management fee, interest, taxes,
brokerage commissions and extraordinary expenses) in excess of .11% of average
daily net asset value through April 30, 1998.
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 also serves as the collateral co-manager for MassMutual Carlson CBO,
N.V.
OFI serves as investment manager of each of the Oppenheimer Funds pursuant to
Investment Management Agreements, each of which provides for the Oppenheimer
Fund to pay OFI a monthly management fee computed separately on the net assets
of each Fund as of the close of business each day. The management fee rates are
as follows: (i) for Money Fund: 0.450% of the first $500 million of net assets,
0.425% of the next $500 million, 0.400% of the next $500 million, and 0.375% of
net assets over $1.5 billion; (ii) for Capital Appreciation Fund, Growth Fund,
Growth & Income Fund, Multiple Strategies Fund, and Global Securities Fund:
0.75% of the first $200 million of net assets, 0.72% of the next $200 million,
0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60% of net
assets over $800 million; and (iii) for High Income Fund, Bond Fund, and
Strategic Bond Fund: 0.75% of the first $200 million of net assets, 0.72% of the
next $200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, 0.60% of the next $200 million, and 0.50% of net assets over $1
billion.
OFI also serves as investment manager of each of the Portfolios of the Panorama
Fund pursuant to Investment Management Agreements, each of which provides for
the Portfolio to pay OFI a monthly management fee computed separately on the net
assets of each Fund as of the close of business each day. The management fee
rates are as follows: (i) for the Total Return Portfolio: 0.625% of the first
$600 million of net assets, 0.45% of net assets over $600 million; and (ii) for
the Growth Portfolio: 0.625% of the first $300 million of net assets, 0.500% of
the next $100 million, and 0.450% of net assets over $400 million; and (iii) for
the International Equity Portfolio: 1.00% of the first $250 million of net
assets and 0.90% of net assets over $250 million; and (iv) for the LifeSpan
Capital Appreciation Portfolio and LifeSpan Balanced Portfolio: 0.85% of the
first $250 million of net assets and 0.75% of net assets in excess of $250
million, and (v) for the LifeSpan Diversified Income Portfolio: 0.75% of the
first $250 million of net assets and 0.65% of net assets in excess of $250
million.
OFI, located at Two World Trade Center, New York, NY 10048-0203, has operated as
an investment adviser since April 30, 1959. It and its affiliates currently
advise U.S. investment companies with assets aggregating over $62 billion as of
December 31, 1996, and having more than 3 million shareholder accounts. OFI is
owned by Oppenheimer Acquisition Corp., a holding company owned in part by
senior management of OFI, and ultimately controlled by MassMutual.
Babson-Stewart Ivory International ("Babson-Stewart") is the sub-adviser to the
Panorama Fund's International Equity Portfolio and the international stock
components of the LifeSpan Balanced Portfolio and the LifeSpan Capital
Appreciation Portfolio. BEA Associates is the sub-adviser to the high yield
bond component of the Panorama Fund's LifeSpan Diversified Income Portfolio, the
LifeSpan Balanced Portfolio, and the LifeSpan Capital Appreciation Portfolio.
Pilgrim, Baxter & Associates ("Pilgrim Baxter") is the sub-adviser to the small
cap component of the Panorama Fund's LifeSpan Balanced Portfolio and the
LifeSpan Capital Appreciation Portfolio.
Additional and more detailed information concerning the MML Funds, the
Oppenheimer Funds, and the Panorama Fund's Portfolios, including information
about the other expenses of such Funds and Portfolios, may be found in the
accompanying Prospectuses for the MML Trust, the Oppenheimer Trust, and the
Panorama Fund.
27
<PAGE>
The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the MML Funds. Because
these separate accounts are invested in the same underlying MML Funds it is
possible that material conflicts could arise between 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 advisers or principal underwriters or if MassMutual should
be permitted to act contrary to actions approved by holders of the Policies
under rules of the Securities and Exchange Commission; (ii) adverse tax
treatment of the Policies or the variable annuity contracts would result from
utilizing the same underlying MML Funds; (iii) different investment strategies
would be more suitable for the variable annuity contracts than for the Policies;
or (iv) state insurance laws or regulations or other applicable laws would
prohibit the funding of both the Separate Account and other investment accounts
by the same MML Funds. The Board of Trustees of the MML Trust will follow
monitoring procedures which have been developed to determine whether material
conflicts have arisen. Such Board will have a majority of Trustees who are not
interested persons of the MML Trust or MassMutual and determinations whether or
not a material conflict exists will be made by a majority of such disinterested
Trustees. If a material irreconcilable conflict exists, MassMutual will take
such action at its own expense as may be required to cause the Separate Account
to be invested solely in shares of mutual funds which offer their shares
exclusively to variable life insurance separate accounts unless, in certain
cases, the holders of both the Policies and the variable annuity contracts vote
not to effect such segregation.
The Oppenheimer Trust and the Panorama Fund were established for use as an
investment vehicle by variable contract separate accounts such as the Separate
Account. Accordingly, it is possible that a material irreconcilable conflict may
develop between the interests of Policyowners and other separate accounts
investing in the Oppenheimer Trust or Panorama Fund. The Board of Trustees of
the Oppenheimer Trust (the "Trustees") and the Board of Directors of the
Panorama Fund (the "Directors") will monitor their respective investment company
for the existence of any such conflicts. If it is determined that a conflict
exists, the Trustees or the Directors, as the case may be, 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 or Panorama Fund Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another Oppenheimer
Fund or Panorama Fund Portfolio; (ii) submitting the question whether such
segregation should be implemented to a vote of all affected Policyowners; and
(iii) establishing a new registered management investment company or managed
separate account.
RATES OF RETURN. Tables 1 and 2 show the Effective Annual Rates of Return and
- ---------------
One Year Total Returns, respectively, of the Funds based on the actual
investment performance (after deduction of investment management and fees and
direct operation expenses).
Table 1 show figures for periods ended December 31, 1996, for the Funds. Table
2 shows December 31 annualized figures for the Funds. These rates of return do
not reflect the mortality and expense risk charges assessed against the Separate
Account. Also they do not reflect the Premium Deduction or Monthly Deduction
assessed against the Policies (For details see "Charges Under the Policy" -
"Deductions from Premiums" - "Account Value Charges"). Therefore these rates
are not illustrative of how actual investment performance will affect the
benefits under the Policy (see, however, "Account Value and Cash Surrender
Value" - "Investment Return"). The rates of return shown are not necessarily
indicative of future performance. They may be considered in assessing the
competence and performance of MassMutual, OFI, Mellon Equity, Babson-Stewart,
BEA, and Pilgrim Baxter as investment advisers to the Funds.
Appendix B illustrates the performance information pertaining to a hypothetical
Policy. These figures do reflect the Premium Deduction or Monthly Deduction
assessed against the Policies.
28
<PAGE>
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Fund Since 20 15 10 5 3 1
Inception Years Years Years Years Years Year
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MML Equity Index
Oppenheimer Money (04/03/85)
Oppenheimer Bond (04/03/85)
Oppenheimer Strategic Bond (05/03/93)
Oppenheimer High Income (04/30/86)
Oppenheimer Growth & Income (07/05/95)
Oppenheimer Multiple Strategies
(02/09/87)
Oppenheimer Growth (04/03/85)
Oppenheimer Capital Appreciation
(08/15/86)
Oppenheimer Global Securities (11/20/90)
Panorama Total Return (09/30/82)
Panorama Growth (01/21/82)
Panorama International Equity (05/13/92)
Panorama LifeSpan Capital Appreciation
(09/01/95)
Panorama LifeSpan Balanced (09/01/95)
Panorama LifeSpan Diversified Income
(09/01/95)
</TABLE>
29
<PAGE>
TABLE 2
ONE YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
For the year ended 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981 1980
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MML Equity Index
Oppenheimer Money
Oppenheimer Bond
Oppenheimer
Strategic Bond
Oppenheimer High
Income
Oppenheimer Growth
& Income
Oppenheimer Multiple
Strategies
Oppenheimer Growth
Oppenheimer Capital
Appreciation
Oppenheimer Global
Securities
Panorama Total
Return
Panorama Growth
Panorama
International Equity
Panorama LifeSpan
Capital Appreciation
Panorama LifeSpan
Balanced
Panorama LifeSpan
Diversified Income
<CAPTION>
1979 1978 1977 1976 1975 1974
- ------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MML Equity Index
Oppenheimer Money
Oppenheimer Bond
Oppenheimer
Strategic Bond
Oppenheimer High
Income
Oppenheimer Growth
& Income
Oppenheimer Multiple
Strategies
Oppenheimer Growth
Oppenheimer Capital
Appreciation
Oppenheimer Global
Securities
Panorama Total
Return
Panorama Growth
Panorama
International Equity
Panorama LifeSpan
Capital Appreciation
Panorama LifeSpan
Balanced
Panorama LifeSpan
Diversified Income
</TABLE>
30
<PAGE>
GENERAL PROVISIONS OF THE POLICY
PREMIUMS. The minimum initial premium payable by You when electing the variable
- --------
rider to the Certificate is $500. This amount must be paid in one lump sum. A
Policy is a Certificate to which a variable rider has been added. Your Employer
pays the estimated premium amount sufficient to pay the Premium Deduction and
Monthly Deduction(s) under the Policy during a selected term. This estimated
premium amount is called a Modal Term Premium. The term selected by Your
Employer can be one month, one quarter, a six month period or one year and is
called a Modal Term. The Modal Term Premium for a Policy is based upon cost of
insurance rates plus the Sales Load, State Premium Tax Charge, DAC Tax Charge,
the Monthly Administrative Charge, and any applicable rider charges. The method
of calculating the Modal Term Premium is shown in Appendix C. The planned
Employer paid premium is the Modal Term Premium for Your Policy. Subject to the
minimum and maximum premium limitations described below, You and Your Employer
may make unscheduled premium payments at any time and in any amount.
PLANNED POLICY PREMIUMS - MODAL TERM PREMIUMS. The Modal Term selected by the
- ---------------------------------------------
Employer in the Participation Agreement forms the basis for the billing cycle
for your Policy. If the Employer selects a monthly Modal Term, then We will
send Your Employer a monthly premium invoice for your Policy. If the Employer
selects a yearly Modal Term, then We will send Your Employer an annual premium
invoice. The Employer may change the selected Modal Term at any time by written
request to Us. Your Modal Term is specified in Your Policy's schedule page. If
You become disassociated with the Employer, You may elect to continue the Policy
on Your own. If You choose to continue the Policy, You will become vested in
all Policy rights previously held by Your Employer. In this event, MassMutual
will discontinue billing for Your Modal Term premium.
The Modal Term Premium for the Policy may be subject to minimum and maximum
amounts depending on the Selected Face Amount of the Policy, the Insured's age,
and the Employer group.
There is no penalty if the Modal Term 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 Modal Term Premiums
are paid, the Policy terminates when the Account Value becomes insufficient to
pay certain monthly charges and a grace period expires without sufficient
payment. (For details see "Termination.")
MINIMUM AND MAXIMUM PREMIUM PAYMENTS. While the Policy is in force, premiums
- ------------------------------------
may be paid at any time before the death of the Insured subject to certain
restrictions. There are no minimum or maximum premium payments under the
Policy. However, We have the right to refund all or a portion of a premium paid
in any year if it will increase the amount of insurance which requires a charge
under the Policy. Premium payments should be sent to our Home Office or to the
address indicated for payment on any billing notice.
TERMINATION. This Policy does not terminate for failure to pay premiums since
- ------------
payments, other than the initial premium for the variable account rider, are not
specifically required. Rather, if on a Monthly Calculation Date, the Account
Value less any Policy Debt is insufficient to cover the Monthly Deduction, the
Policy enters a 61-day grace period.
GRACE PERIOD. We allow 61 days to pay any premium necessary to cover the
- ------------
overdue Monthly Deduction. An Employer (or the Policyowner if the Policyowner
has disassociated from the Employer) will receive a notice from Us which sets
forth this amount. During the grace period, the Policy remains in force. If
the
31
<PAGE>
payment is not made by the later of the 61 days or 30 days after We have mailed
the written notice, the Policy termination is without value.
DEATH BENEFIT UNDER THE POLICY
The Death Benefit is the amount payable to the named Beneficiary(ies) when the
Insured dies. We pay the Beneficiary the Death Benefit amount determined as of
the date of death upon receipt of proof of death in good order. All or part of
the benefit can be paid in cash or applied under one or more of our payment
options as described under "Additional Provisions Of The Policy" - "Payment
Options."
A potential Certificate owner indicates the selected initial Face Amount in the
Enrollment Form. Increases in the Selected Face Amount may be requested by the
Policyowner by sending Us a new Enrollment Form, or if the Policyowner is no
longer associated with the Employer, an Application. Under Death Benefit Option
A, the Death Benefit is the greater of the Selected Face Amount in effect on the
date of death or the Minimum Face Amount in effect on the date of death, with
possible additions or deductions. Under Death Benefit Option B, the Death
Benefit is the greater of the sum of the Selected Face Amount in effect on the
date of death plus the Account value on the date of death, or the Minimum Face
Amount in effect on the date of death, with possible additions or deductions.
The Minimum Face Amount is equal to Account Value times the Minimum Face Amount
Percentage. The percentages depend upon the Insured's age. The percentages are
set forth in the Table Of Minimum Face Amount Percentages in the Policy. Added
to the greater of the Selected Face Amount or Minimum Face Amount is that part
of any Monthly Deduction applicable for the period beyond the date of death.
Any Policy Debt outstanding on the date of death and any Monthly Deduction
unpaid as of the date of death are deducted from the Death Benefit. If the
Insured dies after the first Policy Year, We will also include a pro-rata share
of any dividend allocated to the Policy for the year death occurs. We pay
interest on the Death Benefit from the date of death to the date the Death
Benefit is paid or a payment option becomes effective. The interest rate equals
the rate determined under the Interest Payment Option as described in
"Additional Provisions Of The Policy" - "Payment Options" (or a higher rate if
required by state law.)
The Selected Face Amount may be increased upon request by the Policyowner,
subject to MassMutual's then current guidelines regarding guaranteed issue,
simplified issue, and regular underwriting. Guaranteed issue is only available
to Employees of an Employer group. For those Policyowners subject to simplified
or regular underwriting, We will require adequate evidence of insurability prior
to approving an increase in the Selected Face Amount. A request for a decrease
in the Selected Face Amount will be honored by Us once each Policy Year provided
the Policy maintains a minimum Death Benefit of $50,000. Decreases in the
Selected Face Amount may have tax consequences. (For details see "Federal
Income Tax Considerations" - "Policy Proceeds, Premiums, and Loans")
Any requested increase in the Selected Face Amount will be effective on the
Monthly Calculation Date which is on, or next follows, the later of: (i) the
date 15 days after a written request for such change has been received and
approved by Us; or (ii) the requested effective date of the change. Any
requested decrease in the Selected Face Amount will be effective on the Monthly
Calculation Date which is on, or next follows, the later of: (i) the date 15
days after a written request for such change has been received and approved by
Us; (ii) the one year period following the effective date of the previously
requested decrease; or (iii) the requested effective date of the change.
The Policyowner may change Death Benefit Option by written request subject to
Our current guidelines regarding proof of insurability. There is no charge for
a change in Death Benefit Option. The effective date of any such change will be
on the Policyowner's Policy Anniversary following the date the written request
is received by Us in good order, or if We receive the written request within the
15 day period prior to a Policy Anniversary, the change will be effective on the
second Policy Anniversary following the date of the request.
32
<PAGE>
MassMutual will honor a request for a later effective date provided the date
coincides with the Policyowner's Policy Anniversary.
Any increase for Policyowners no longer associated with the Employer must be at
least $5,000. Under Death Benefit Option A, the Death Benefit is unaffected by
investment experience unless the Death Benefit is based on the Minimum Face
Amount. Under Option B, the Death Benefit may be increased or decreased by
investment experience. (No increase will be allowed after the Policy
Anniversary Date succeeding the Insured's 75th birthday.)
Example: The following example shows how the Death Benefit may vary as a result
of investment performance and Death Benefit Option in effect on the date of
death.
<TABLE>
<CAPTION>
Policy A Policy B
--------- ---------
<S> <C> <C>
(a) Selected Face Amount: $100,000 $100,000
(b) Account Value on Date of Death $30,000 $50,000
(c) Minimum Face Amount Percentage on
Date of Death: 280% 280%
(d) Minimum Face Amount $84,000 $140,000
(b x c):
Death Benefit if
Option A in effect
(greater of a or d) $100,000 $140,000
Death Benefit if
Option B in effect
(greater of (i) a + b
or (ii) d): $130,000 $150,000
</TABLE>
(Examples assume no additions to or deductions from the Selected Face Amount or
Minimum Face Amount are applicable.)
ACCOUNT VALUE AND CASH SURRENDER VALUE
ACCOUNT VALUE. The Account Value of the Policy is equal to the Variable Account
- -------------
Value plus the Fixed Account Value. 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 (combined Employer and Policyowner premium) under the
Policy. If Your Policy has an unexpired Free Look Period, this amount will be
allocated to the Guaranteed Principal Account until the expiration of the Free
Look Period. Thereafter, Account Value attributable to Net Premiums paid by You
will be allocated to the GPA and/or Divisions according to Your instructions.
Billed Modal Term Premiums payable by the Employer are always allocated to the
GPA.
Transactions with respect to the Account Value are effected by the purchase and
sale of accumulation units. Purchases and sales are made at the unit value as
of the Valuation Time on the Valuation Date if the premium or transaction
request for such purchase or sale is received by Us before the Valuation Time.
Otherwise, purchases and sales will be made as of the next following Valuation
Date or a later date requested by the Policyowner. Unit values are determined
on each Valuation Date.
33
<PAGE>
TRANSFERS. All or part of the Account Value may be transferred among Divisions
- ---------
by written request. Transfers between Divisions may be by dollar amount or by
whole-number percentage. There is no limit on the number of transfers a
Policyowner may make. MassMutual does not currently charge a fee for transfers
in excess of six (6) during any one Policy Year. However, the Company reserves
the right to charge a fee not to exceed $10 per transfer if there are more than
six transfers in a Policy Year. Policyowners, however, may transfer all funds
in the Separate Account to the GPA at any time regardless of the number of
transfers previously made.
Transfers from the GPA to the Separate Account may be made only once during each
Policy Year. Each such transfer may not exceed (at the time of the transfer)
the lesser of (i) 25% of Your Policy's Fixed Account Value (excluding Policy
Debt), or (ii) Fixed Account Value (excluding Policy Debt) less an amount equal
to one plus the number of Monthly Calculation Dates remaining in Your Modal Term
multiplied by Your most recent Monthly Deduction. However, restriction (i) does
not apply if in each of the previous three Policy Years, 25% of the Account
Value in the GPA has been transferred and there have been no premium payments or
transfers (except as a result of a policy loan) to the GPA. All transfers made
on one Valuation Date are considered one transfer.
AUTOMATED ACCOUNT RE-BALANCING. Automated Account Re-Balancing permits the
- ------------------------------
Policyowner to specify specific whole-number percentages of a Policyowner's
Account Value to be maintained in any combination of Divisions and the GPA.
Once We have received a written request in proper form for Automated Account Re-
Balancing, We will make transfers once a quarter to and from the Divisions and
the GPA to re-adjust a Policyowner's Account Value to the percentages specified.
This enables the Policyowner to maintain a specific portfolio allocation.
Quarterly re-balancing is based upon the Policy Year instead of a calendar year.
The Automated Account Re-Balancing is considered one transfer per Policy Year.
Automated Account Re-Balancing can be started, changed or canceled at any time.
Re-balancing will only be made on a quarterly basis on the Monthly Calculation
Date. The effective date of the first automated re-balancing will be the first
Monthly Calculation Date after the request is received by the Home Office. If
the request is received before the end of the Free Look Period, the effective
date of the first re-balancing will be coincident with the end of this Period.
Automated Account Re-Balancing is subject to the restrictions on transfers from
the GPA to the Separate Account. (For details see "Transfers.") Policyowners
who utilize Automated Account Re-Balancing may not simultaneously utilize
Automated Account Value Transfers.
AUTOMATED ACCOUNT VALUE TRANSFER. Automated Account Value Transfer permits the
- --------------------------------
Policyowner to specify transfers of a specific dollar amount or a whole-number
percentage of a Division's Account Value to be transferred monthly from that
Division to any combination of Divisions and the GPA. Automated Account Value
Transfers are not available from more than one Division or from the GPA. This
process is considered one transfer per Policy Year.
The main objective of Automated Account Value Transfer is to shield the
Policyowner's investment from short term price fluctuations. Theoretically, a
lower than average cost per unit may or may not 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.
Automated Account Value Transfer can be started, changed or canceled at any
time. Transfers will only be made on a monthly basis on the Monthly Calculation
Date. The effective date of the first automated transfer will be the first
Monthly Calculation Date after the request is received by the Home Office. If
the request is received before the end of the Free Look Period, the effective
date of the first automated transfer will be coincident with the end of this
Period.
34
<PAGE>
Transfers will occur automatically. The Policyowner will specify the specific
dollar amounts or whole-number percentages to be transferred and the Division
from which the transfers will be made, the Division(s) and/or GPA to which the
automated transfer is to be made and the number of months during which transfers
will continue.
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
to the designated receiving Division(s) and/or GPA and no more automated
transfers will be processed. Automated Account Value Transfer is subject to the
restrictions on transfers from the GPA to the Separate Account. For details see
"Transfers." Policyowners who utilize Automated Account Value Transfers may not
simultaneously utilize Automated Account Re-Balancing.
INVESTMENT RETURN. The investment return of a Policy is based on:
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1. The Account Value held in each Division for that Policy; and
2. The investment experience of each Division as measured by its actual
net rate of return; and
3. The interest rate credited on Account Values held in the GPA.
The investment experience of a Division reflects increases or decreases in the
net asset value of the shares of the underlying Fund, any dividend or capital
gains distributions declared by the Fund, and any charges against the assets of
the Division. This investment experience is determined each day on which the net
asset value of the underlying Fund is determined - that is, on each Valuation
Date. The actual net rate of return for a Division measures the investment
experience from the end of one Valuation Date to the end of the next Valuation
Date.
CASH SURRENDER VALUE. The Policy may be surrendered for its full Cash Surrender
- --------------------
Value at any time while the Insured is living. Unless a later effective date is
selected, surrender is effective on the date We receive the Policy and a written
request in proper form at our Home Office. The Policy and a written request for
surrender are deemed received on the date on which they are received by mail at
MassMutual's Home Office. If, however, the date on which they are received is
not a Valuation Date, or if they are received other than through the mail after
a Valuation Time, they are deemed received on the next Valuation Date. The full
Cash Surrender Value is the Account Value less any outstanding Policy Debt.
WITHDRAWALS. Subject to certain conditions, after the Policy has been in force
- ------------
for six months a Policyowner can make a Withdrawal from the Policy on any
Monthly Calculation Date by sending a written request to our Home Office. The
minimum amount of a Withdrawal is $500 (before deducting the withdrawal charge);
the maximum amount is the Cash Surrender Value minus an amount equal to one plus
the number of Monthly Calculation Dates remaining in Your Modal Term multiplied
by Your most recent Monthly Deduction. The amount of the Withdrawal is deducted
from the Policy's Account Value at the end of the Valuation Period applicable to
the Monthly Calculation Date on which the Withdrawal is made. The Policyowner
must specify the GPA or the Division(s) from which the Withdrawal is to be made.
The withdrawal amount attributable to a Division or the GPA may not exceed the
non-loaned Account Value of that Division or GPA. A Withdrawal from the GPA may
not exceed an amount equal to one plus the number of Monthly Calculation Dates
remaining in Your Modal Term multiplied by Your most recent Monthly Deduction.
A withdrawal charge equal to the lesser of 2.0% of the Withdrawal or $25.00, is
deducted from each Withdrawal. The Account Value will automatically be reduced
by the amount of the Withdrawal. The Selected Face Amount of the Policy will be
reduced as needed to prevent an increase in the amount of insurance which
requires a charge, unless satisfactory evidence of insurability is provided to
MassMutual. Withdrawals may have tax consequences. (For details see "FEDERAL
INCOME TAX CONSIDERATIONS" - "Policy Proceeds," "Premiums and Loans.")
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<PAGE>
POLICY LOAN PRIVILEGE
The Policy provides a loan privilege which becomes effective six months after
the Policy Date. After such effective date, loans can be made on the Policy at
any time while the Insured is living. The maximum loan is an amount equal to;
1) 90% of Your Account Value at the time of the loan; less 2) any outstanding
Policy Debt before the new loan; less 3) interest on the loan being made and on
other outstanding loan(s) to Your next Policy Anniversary Date; less 4) an
amount equal to one plus the number of Monthly Calculation Dates remaining in
Your Modal Term multiplied by Your most recent Monthly Deduction. The Policy
must be properly assigned as collateral for the loan. (The maximum loan amount
may be different if required by state law.)
SOURCE OF LOAN. The loan amount requested is taken from the Divisions and the
- --------------
GPA (excluding Policy Debt plus an amount equal to one plus the number of
Monthly Calculation Dates remaining in Your Modal Term multiplied by Your most
recent Monthly Deduction) in proportion to the non-loaned Account Value of each
on the date of the loan. Shares taken from the Divisions are liquidated and the
resulting dollar amounts are transferred to the GPA. We may delay the granting
of any loan attributable to the GPA for up to six months. We may also delay the
granting of any loan attributable to the Separate Account during any period that
the New York Stock Exchange (or its successor) is closed except for normal
weekend and holiday closings, or trading is restricted, or the Securities and
Exchange Commission (or its successor) determines that an emergency exists, or
the Securities and Exchange Commission (or its successor) permits Us to delay
payment for the protection of our policy owners.
IF LOANS EXCEED THE POLICY ACCOUNT VALUE. Policy Debt (which includes accrued
- ----------------------------------------
interest) must not equal or exceed the Account Value under the Policy. If this
limit is reached, We may terminate the Policy. To terminate for this reason We
will notify the Employer (or Policyowner if no longer associated with the
Employer) in writing. This notice states the amount necessary to bring the
Policy Debt back within the limit. If We do not receive a payment within 31
days after the date We mailed the notice, the Policy terminates without value at
the end of those 31 days.
Termination of a policy under these circumstances could cause the Policyowner to
recognize gross income in the amount of any excess of the Policy Debt over the
sum of the Policyowner's previously unrecovered premium payments.
INTEREST. The Employer elects either a fixed loan interest rate or, where
- --------
permitted, an adjustable loan interest rate to apply to the Policies. All
Certificates issued to the same group will have the same fixed or variable loan
interest rate. The fixed loan interest rate is 6% per year. When an adjustable
rate has been selected, MassMutual sets the rate each year that will apply for
the next Policy Year. The maximum rate is based on the monthly average of the
composite yield on seasoned corporate bonds as published by Moody's Investors
Service or, if it is no longer published, a substantially similar average. The
maximum rate is the published monthly average for the calendar month ending two
months before the Policy Year begins, or 5%, whichever is higher. If the
maximum limit is not at least 1/2% higher than the rate in effect for the
previous year, We will not increase the rate. If the maximum limit is at least
1/2% lower than the rate in effect for the previous year, We will decrease the
rate.
Interest accrues daily and becomes part of the Policy Debt as it accrues. It is
due on each Policy Anniversary. If not paid when due, the interest will be
added to the loan and, as part of the loan, will bear interest at the same rate.
Any interest capitalized on a Policy Anniversary will be treated the same as a
new loan and will be taken from the Divisions and the GPA in proportion to the
non-loaned Account Value in each. The inclusion of unpaid interest to
outstanding Policy Debt may result in tax consequences upon surrender or lapse
of the
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<PAGE>
Policy. (For details see "FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds,
Premiums and Loans.")
REPAYMENT. All or part of any Policy Debt may be repaid at any time while the
- ---------
Insured is living and while the Policy is in force. Any repayment results in
the transfer of values equal to the repayment from the loaned portion of the GPA
to the non-loaned portion of the GPA and the applicable Division(s). The
transfer is made in proportion to the non-loaned value in each Division at the
time of repayment. If the loan is not repaid, We deduct the amount due from any
amount payable from a full surrender or upon the death of the Insured.
INTEREST ON LOANED VALUE. The amount equal to any outstanding Policy loans is
- ------------------------
held in the GPA and is credited with interest at a rate which is the greater of
3% and the Policy loan rate less a MassMutual declared charge (currently 0.75%,
guaranteed not to exceed a maximum of 1.25%) for expenses and taxes.
EFFECT OF LOAN. A Policy loan affects the Policy since the Death Benefit and
- --------------
Cash Surrender Value under a Policy are reduced by the amount of the loan.
Repayment of the loan increases the Death Benefit and Cash Surrender Value under
the Policy by the amount of the repayment.
As long as a loan is outstanding, a portion of the Policy's Account Value equal
to the loan is held in the GPA. This amount is not affected by the Separate
Account's investment performance. The Account Value is also affected because
the portion of the Account Value equal to the Policy loan is credited with an
interest rate declared by MassMutual rather than a rate of return reflecting the
investment performance of the Separate Account. If the Policy is surrendered
with outstanding Policy Debt, tax consequences may result. (For details see
"FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds, Premiums and Loans.")
FREE LOOK PROVISION
The Certificate owner may cancel the Certificate within 10 days (or longer if
required by state law) after the owner has received the Certificate. The
election of the variable account rider does not increase or decrease the
duration of this Free Look Period. If the Certificate owner chooses to cancel
the Certificate within the Free Look Period, the owner should mail or deliver
the Certificate and Certificate delivery receipt (if applicable) either to
MassMutual or to the agent who sold the Certificate or to one of our agency
offices. If the Certificate is canceled in this fashion, a refund will be made
to the owner. The refund equals either: 1) the Account Value plus any Premium
Deduction(s) and Monthly Deduction(s) reduced by any amounts borrowed or
withdrawn; or, where required by state law, 2) all premiums paid, reduced by any
amounts borrowed or withdrawn. During the Free Look Period, the initial Net
Premium We receive under Certificates to which a variable rider has been added
will be allocated to the Guaranteed Principal Account. If You elect the
variable account rider after the Free Look Period applicable to Your Policy has
expired, the Net Premiums You pay will be allocated among the Guaranteed
Principal Account and the Divisions of the Separate Account in accordance with
Your instructions.
EXCHANGE PRIVILEGE
The Policyowner may transfer the entire Account Value held in the Separate
Account to the GPA at any time. The transfer will take effect when We receive a
written request, signed by the Policyowner.
YOUR VOTING RIGHTS
As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, as amended, the Policyowner is
entitled to give 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
37
<PAGE>
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, if any, by the net
asset value of one share in the underlying Fund in which the assets of the
Division are invested. Fractional votes 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, and attributable to
the Policies, 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. We reserve the right to vote shares of the
Funds not attributable to the Policies in Our discretion to the extent allowed
by applicable law.
OUR RIGHTS
We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. These actions will be taken in
accordance with applicable laws (including obtaining any required approval of
the Securities and Exchange Commission). If necessary, We will seek approval by
Policyowners.
Specifically, We reserve the right to:
. Create new segments of the Separate Account;
. Create new Separate Accounts;
. Combine any two or more Separate Accounts;
. Make available additional Divisions investing in additional investment
companies;
. Substitute or merge two or more Divisions or Separate Accounts;
. Eliminate one or more Divisions;
. Invest the assets of the Separate Account in securities other than
shares of the Funds as a substitute for such shares already purchased
or as the securities to be purchased in the future;
. Operate the Separate Account as a management investment company under
the Investment Company Act of 1940, as amended, or in any other form
permitted by law; and
. De-register the Separate Account under the Investment Company Act of
1940, as amended, in the event such registration is no longer
required.
MassMutual also reserves the right to change the name of the Separate Account.
We have reserved all rights to the name MassMutual and Massachusetts Mutual Life
Insurance Company or any part of it. We may allow the Separate Account and
other entities to use our name or part of it, but We may also withdraw this
right.
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<PAGE>
DIRECTORS AND EXECUTIVE VICE PRESIDENTS OF MASSMUTUAL
The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past five
years are listed below.
- --------------------------------------------------------------------------------
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
ROGER G. ACKERMAN, DIRECTOR Chairman and Chief Executive Officer, Corning,
Inc., since 1996, President and Chief Operating
Officer 1990-1996
- --------------------------------------------------------------------------------
JAMES R. BIRLE, DIRECTOR President and Founder, Resolute Partners, LLC,
since 1994; General Partner, Blackstone Group,
1988-1994
- --------------------------------------------------------------------------------
FRANK C. CARLUCCI, III, Chairman, The Carlyle Group, Inc., since 1989
DIRECTOR
- --------------------------------------------------------------------------------
GENE CHAO, DIRECTOR Chairman, President and CEO, Computer
Projections, Inc. since 1991
- --------------------------------------------------------------------------------
PATRICIA DIAZ DENNIS, Senior Vice President and Assistant General
DIRECTOR Counsel, SBC Communications Inc. since 1995;
Special Counsel, Sullivan & Cromwell, 1993-1995;
Assistant Secretary of State for Human Rights and
Humanitarian Affairs, U.S. Department of State,
1992-1993
- --------------------------------------------------------------------------------
ANTHONY DOWNS, DIRECTOR Senior Fellow, The Brookings Institution, since
1977
- --------------------------------------------------------------------------------
JAMES L. DUNLAP, DIRECTOR President and Chief Operating Officer, United
Meridian Corporation, since 1996; Senior Vice
President, Texaco, Inc. 1987-1996
- --------------------------------------------------------------------------------
WILLIAM B. ELLIS, DIRECTOR Senior Fellow, Yale University School of Forestry
and Environmental Studies, since 1995; Chairman
and Chief Executive Officer, Northeast Utilities,
1983-1995
- --------------------------------------------------------------------------------
ROBERT M. FUREK, DIRECTOR President and Chief Executive Officer, Heublein,
Inc., 1987-1996
- --------------------------------------------------------------------------------
CHARLES K. GIFFORD, DIRECTOR Chief Executive Officer, First National Bank of
Boston and The Bank of Boston Corporation, since
1996, Chairman, President and CEO 1995-1996,
President and CEO 1989-1995
- --------------------------------------------------------------------------------
WILLIAM N. GRIGGS, DIRECTOR Managing Director, Griggs & Santow, Inc., since
1983
- --------------------------------------------------------------------------------
GEORGE B. HARVEY, DIRECTOR Chairman, President and CEO, Pitney Bowes,
1983-1996
- --------------------------------------------------------------------------------
BARBARA B. HAUPTFUHRER, Director of various corporations, since 1972
DIRECTOR
- --------------------------------------------------------------------------------
SHELDON B. LUBAR, DIRECTOR Chairman, Lubar & Co. Incorporated, since 1977
- --------------------------------------------------------------------------------
WILLIAM B. MARX, JR., DIRECTOR Senior Executive Vice President, Lucent
Technologies 1996-1996; Executive Vice President
and CEO Multimedia Products Group, AT&T, 1994-
1996; Executive Vice President and CEO, Network
Systems Group, 1993-1994; Group Executive and
President, AT&T Network Systems, 1989-1993
- --------------------------------------------------------------------------------
JOHN F. MAYPOLE, DIRECTOR Managing Partner, Peach State Real Estate Holding
Company, since 1984
- --------------------------------------------------------------------------------
DONALD F. MCCULLOUGH, DIRECTOR Retired Chairman and Chief Executive Officer,
Collins & Aikman Corp., since 1988
- --------------------------------------------------------------------------------
JOHN J. PAJAK, DIRECTOR, President and Chief Operating Officer,
PRESIDENT AND CHIEF MassMutual, since 1996, Vice Chairman and Chief
OPERATING OFFICER Administrative Officer, 1996-1996, Executive Vice
President, 1987-1996
- --------------------------------------------------------------------------------
BARBARA SCOTT PREISKEL, Attorney-at-Law, since 1983
DIRECTOR
- --------------------------------------------------------------------------------
THOMAS B. WHEELER, Chairman and Chief Executive Officer, MassMutual,
DIRECTOR, CHAIRMAN AND since 1996, President and Chief Executive
CHIEF EXECUTIVE OFFICER Officer, 1988-1996
- --------------------------------------------------------------------------------
ALFRED M. ZEIEN, DIRECTOR Chairman and Chief Executive Officer, The
Gillette Company, since 1991
- --------------------------------------------------------------------------------
Executive Vice Presidents:
- --------------------------------------------------------------------------------
LAWRENCE V. BURKETT, JR. Executive Vice President and General Counsel,
MassMutual, since 1993, Senior Vice President and
Deputy General Counsel 1992-1993
39
<PAGE>
- --------------------------------------------------------------------------------
JOHN B. DAVIES Executive Vice President, MassMutual, since 1994;
Associate Executive Vice President 1994-1994;
General Agent, 1982-1993
- --------------------------------------------------------------------------------
DANIEL J. FITZGERALD Executive Vice President, Corporate Financial
Operations, MassMutual, since 1994, Senior Vice
President, 1991-1994
- --------------------------------------------------------------------------------
JOHN V. MURPHY Executive Vice President, MassMutual, since 1997,
Executive Vice President and Chief Operating
Officer, David L. Babson & Co., Inc., 1995-1997;
Chief Operating Officer, Concert Capital
Management, Inc., 1993-1995; Senior Vice
President and Chief Financial Officer, Liberty
Financial Companies, 1977-1993
- --------------------------------------------------------------------------------
GARY E. WENDLANDT Executive Vice President and Chief Investment
Officer, MassMutual, since 1993, Executive Vice
President, 1992-1993, Senior Vice President,
1983-1992
- --------------------------------------------------------------------------------
THE GUARANTEED PRINCIPAL ACCOUNT
Because of the exemptive and exclusionary provisions, interests in MassMutual's
general account (which include interests in the Guaranteed Principal Account)
are not registered under the Securities Act of 1933 and the general account is
not registered as an investment company under the Investment Company Act of
1940, as amended. Accordingly, neither the general account nor any interests
therein are subject to the provisions of these Acts, and MassMutual has been
advised that the staff of the Securities and Exchange Commission has not
reviewed the disclosures in the Prospectus relating to the general account.
Disclosures regarding the general account may, however, be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.
A Policyowner may allocate or transfer all or part of the Net Premium to the
GPA, and such amounts shall become part of MassMutual's general account assets.
The allocation or transfer of amounts to the GPA does not entitle a Policyowner
to share in the investment experience of those assets. Instead, MassMutual
guarantees that those amounts allocated to the GPA which are in excess of any
Policy loans will accrue interest daily at a minimum effective annual rate equal
to 3%. For amounts equal to any Policy loans, the guaranteed rate is the
greater of: (a) 3%; and (b) the Policy loan rate less a MassMutual declared
charge for expenses and taxes. This charge is currently 0.75% and will not
exceed 1.25%. Although MassMutual is not obligated to credit interest at a rate
higher than this minimum, it may declare a higher rate applicable for such
periods as it deems appropriate. Upon request, MassMutual will inform
Policyowners of the then applicable rate. Since MassMutual takes into account
the need to provide for its expenses and guarantees, the crediting rate declared
by MassMutual shall be net of charges it imposes against the earnings of the
GPA.
FEDERAL INCOME TAX CONSIDERATIONS
The ultimate effect of federal income taxes on values under this Policy and upon
the economic benefit to the Policyowner or Beneficiary depends on MassMutual's
tax status and upon the tax status of the individual concerned. The discussion
contained herein is general in nature and is not an exhaustive discussion of all
tax questions that might arise under the Policies, and is not intended as tax
advice. Moreover, no representation is made as to the likelihood of
continuation of current federal income tax laws and Treasury Regulations or of
the current interpretations of the Internal Revenue Service. MassMutual
reserves the right to make changes in the Policy to assure that it continues to
qualify as life insurance for tax purposes. For complete information on federal
and state tax considerations, a qualified tax adviser should be consulted. No
attempt is made to consider any applicable state or other tax laws.
40
<PAGE>
MASSMUTUAL - TAX STATUS. MassMutual is taxed as a life insurance company under
- -----------------------
Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Separate
Account is not a separate entity from MassMutual and its operations form a part
of MassMutual.
Investment income and realized capital gains on the assets of the Separate
Account are reinvested and taken into account in determining Account Values. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policies. Under existing federal
income tax law, the Separate Account's investment income, including net capital
gains, is not taxed to MassMutual to the extent applied to increase reserves
associated with the Policies. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases or net decreases
must be adjusted for tax purposes by subtracting any amount attributable to
appreciation in the value of assets or by adding any amount attributable to
depreciation. MassMutual's basis in the assets underlying the Separate
Account's Policies will be adjusted for appreciation or depreciation, to the
extent the reserves are adjusted. Thus, corporate level gains and losses, and
the tax effect thereof, are eliminated.
Due to MassMutual's current tax status, no charge is made to the Separate
Account for MassMutual's federal income taxes that may be attributable to the
Separate Account. Periodically, MassMutual reviews the question of a charge to
the Separate Account for MassMutual's federal income taxes. A charge may be made
for any federal income taxes incurred by MassMutual that are attributable to the
Separate Account. Depending on the method of calculating interest on Policy
values allocated to the Guaranteed Principal Account (see preceding section), a
charge may be imposed for the Policy's share of MassMutual's federal income
taxes attributable to that account.
Under current state laws, MassMutual may incur state and local taxes (in
addition to premium taxes). At present, these taxes are not significant. If
there is a material change in state or local tax laws, MassMutual reserves the
right to charge the Separate Account for such taxes, if any, attributable to the
Separate Account.
POLICY PROCEEDS, PREMIUMS, AND LOANS. MassMutual believes that the Policy meets
- ------------------------------------
the statutory definition of life insurance under Code Section 7702 and hence
receives the same tax treatment as that accorded to fixed benefit life
insurance. Thus, the Death Benefit under the Policy is generally excludable
from the gross income of the Beneficiary under Section 101(a)(1) of the Code. As
an exception to this general rule, where a Policy has been transferred for
value, only the portion of the Death Benefit which is equal to the total
consideration paid for the Policy may be excluded from gross income. The
Policyowner is not deemed to be in constructive receipt of the cash values,
including increments thereon, under the Policy until a full surrender or
Withdrawal is made.
Upon a full surrender of a Policy for its Cash Surrender Value the Policyowner
may recognize ordinary income for federal tax purposes. Ordinary income is
computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt (which may include unpaid interest), exceeds the
premiums paid but not previously recovered and any other consideration paid for
the Policy.
Decreases in Selected Face Amount and Withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) provides that where a reduction of
future benefits occurs during the first 15 years after a Policy is issued and
where there is a cash distribution associated with that reduction, the
Policyowner may be taxed on all or part of the amount distributed. After 15
years, such cash distributions are not subject to federal income tax, except to
the extent they exceed the total amount of premiums paid but not previously
recovered. Where the provisions of Code Section 7702(f) do not cause a taxable
event, a Withdrawal is taxable only to the extent that it exceeds the
Policyowner's as yet unrecovered premium contributions. MassMutual suggests
that a Policyowner consult with his or her tax adviser in advance of a proposed
decrease in Selected Face Amount or Withdrawal as to the portion, if any, which
would be subject to federal income tax.
41
<PAGE>
A change of Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances.
MassMutual also believes that under current law any loan received under the
Policy will be treated as Policy Debt of a Policyowner, and that no part of any
loan under a Policy will constitute income to the Policyowner. Under the
"personal" interest limitation provisions of the Code, interest on Policy loans
used for personal purposes, which otherwise meet the requirements of Code
Section 264, will no longer be tax deductible. 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 a tax advisor for further
guidance.
If the Policy is owned by a business or corporation, the Code may impose
additional restrictions. The Act limits the interest deduction available for
loans against a business-owned Policy. It imposes an indirect tax upon the
inside build-up of gain in corporate-owned life insurance policies by way of the
corporate alternative minimum tax, for those corporations subject to the
alternative minimum tax. The corporate alternative minimum tax could also apply
to a portion of the amount by which Death Benefits received exceed the Policy's
date of death cash value.
Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary.
For complete information on the impact of changes with respect to the Policy and
federal and state tax considerations, a qualified tax advisor should be
consulted.
MassMutual makes no guarantee regarding the future tax treatment of any Policy.
MODIFIED ENDOWMENT CONTRACTS. Contrary to the rules described above, loans,
- ----------------------------
collateral assignments, withdrawals, and other amounts distributed under a
"modified endowment contract" are taxable to the extent of any accumulated
income in the Policy. In general, the amount which may be subject to tax is the
excess of the Account Value (both loaned and unloaned) over the previously
unrecovered premiums paid. Death benefits paid under a modified endowment
contract, however, are not taxed any differently from death benefits payable
under other life insurance contracts.
A Policy is a modified endowment contract if it satisfies the definition of life
insurance set out in the Internal Revenue Code, but fails the additional "7-pay
test." A Policy fails this test if the accumulated amount paid under the
contract at any time during the first seven contract years exceeds the total
premiums that would have been payable under a policy providing for guaranteed
benefits upon the payment of seven level annual premiums. A Policy which would
otherwise satisfy the 7-pay test will still be taxed as a modified endowment
contract if it is received in exchange for a modified endowment contract.
Certain changes will require a Policy to be re-tested 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 re-
tested as if it had originally been issued with the reduced death benefit. If
the premiums actually paid into the Policy exceed the limits under the 7-pay
test for a policy with the reduced death benefit, the Policy will become a
modified endowment contract. This change is effective retroactively to the
contract year in which the actual premiums paid exceed the new 7-pay limits.
In addition, a "material change" occurring at any time while the Policy is in
force will require the policy to be re-tested 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
42
<PAGE>
of premiums necessary to fund the lowest level of death benefits payable during
the first seven contract years, or which is attributable to the crediting of
interest or dividends with respect to such premiums.
Since the Policy provides for flexible premium payments, We will carefully
monitor the Policy to determine whether increases in death benefits or
additional premium payments cause either the start of a new seven-year test
period or the taxation of distributions and loans. All additional premium
payments will be considered.
If any amount is taxable as a distribution of income under a modified endowment
contract, it will also be subject to a 10% penalty tax. Limited exceptions from
the additional penalty tax are available for individual Policyowners. The
penalty tax will not apply to distributions: (i) that are made on or after the
date the taxpayer attains age 591/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, particularly where a Policy
is owned by other than an individual Policyowner, a qualified tax advisor should
be consulted.
Once a Policy fails the 7-pay test, loans, collateral assignments, withdrawals,
and other 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 all other distributions received in anticipation
of failing the 7-pay test. Any distribution or loan made within two years prior
to failing the 7-pay test is considered to have been made in anticipation of the
failure.
Under certain circumstances, a loan or other distribution under a modified
endowment contract may be taxable even though it exceeds the amount of income
accumulated in the Policy. For purposes of determining the amount of income
received from a modified endowment contract, the law requires the aggregation of
all modified endowment contracts issued to the same Policyowner by an insurer
and its affiliates within the same calendar year. Therefore, loans and
distributions from any one such Policy are taxable to the extent of the income
accumulated in all the contracts required to be aggregated.
DIVERSIFICATION STANDARDS. To comply with final regulations under Code Section
- -------------------------
817(h) ("Final Regulations"), each Fund or Portfolio of the MML Trust,
Oppenheimer Trust, and Panorama Fund 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 Trust's assets is represented
by any one investment, no more than 70% is represented by any two investments,
no more than 80% is represented by any three investments, and no more than 90%
is represented by any four investments. A "look-through" rule applies to treat
a pro-rata portion of each asset of the Trust as an asset of the Separate
Account. All securities of the same issuer are treated as a single investment.
Each Government agency or instrumentality, however, 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
43
<PAGE>
Policyowners may direct their investments to particular divisions of a separate
account. Regulations in this regard were not issued in connection with the Final
Regulations, however. It is not clear, at this time, what future regulations
might provide. It is possible that if future regulations are issued, the Policy
may need to be modified to comply with such regulations. For these reasons,
MassMutual reserves the right to modify the Policy, as necessary, to prevent the
Policyowner from being considered the owner of the assets of the Separate
Account.
MassMutual intends to comply with the Final Regulations to assure that the
Policy continues to qualify as life insurance for federal income tax purposes.
ADDITIONAL PROVISIONS OF THE POLICY
PAID-UP POLICY DATE. The Paid-up Policy Date is the Policy Anniversary Date
- -------------------
after the Insured's 95th birthday. On this Date and at all times thereafter,
the Selected Face Amount will equal the Account Value, and the Death Benefit
Option will be Death Benefit Option A. As of this Date, the charge for cost of
insurance will be equal to $0 and premium payments will no longer be accepted.
The Policy does not lapse after the Paid-up Policy Date. The payment of planned
Policy premiums does not guarantee that the Policy will continue in force to the
Paid-up Policy Date.
REINSTATEMENT OPTION. For a period of five (5) years after termination, a
- --------------------
Policyowner can request that We reinstate the Policy during the Insured's
lifetime. We will not reinstate the Policy if it has been returned for its Cash
Surrender Value. Note that a termination or reinstatement may cause the Policy
to become a modified endowment contract.
Before We will reinstate the Policy, We must receive the following:
. A premium payment equal to the amount necessary to produce an Account Value
equal to 3 times the Monthly Deduction for the Policy on the Monthly
Calculation Date on or next following the date of reinstatement;
. Evidence of insurability satisfactory to us; and
. Where necessary, a signed acknowledgment that the Policy has become a
modified endowment contract.
If We do reinstate the Policy, the Selected Face Amounts for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.
PAYMENT OPTIONS. All or part of the Death Benefit or Cash Surrender Value may
- ---------------
be taken in cash or as a series of level payments. Proceeds applied will no
longer be affected by the investment experience of the Divisions or the GPA.
To receive payments, the proceeds to be applied must be at least $2,000. If the
payments under any option are less than $20 each, We reserve the right to make
payments at less frequent intervals or to make a lump sum payment in
satisfaction of Our obligation. Payment options are as described below.
FIXED AMOUNT PAYMENT OPTION. Each monthly payment is for an agreed fixed amount
- ---------------------------
not less than $10 for each $1,000 applied under the option. Interest of at
least 3% per year is credited each month on the unpaid balance and added to it.
Payments continue until the amount We hold runs out.
44
<PAGE>
FIXED TIME PAYMENT OPTION. Equal monthly payments are made for any period
- -------------------------
selected, up to 30 years. The amount of each payment depends on the total
amount applied, the period selected and the interest rate We credit to the
unpaid balance. This interest rate will not be less than 3% per year.
INTEREST PAYMENT OPTION. We hold amounts applied under this option and pay
- -----------------------
interest on the unpaid balance of at least 3% per year.
LIFETIME PAYMENT OPTION. Equal monthly payments are based on the life of a
- -----------------------
named person. Payments continue for the lifetime of that person. Three
variations are available:
Payments for life only;
Payments guaranteed for five, ten or twenty years; or
Payments guaranteed for the amount applied.
JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the lives of
- -----------------------------
two named persons. While both named persons are living, one payment is made
each month. When one of the named persons dies, the same payment continues for
the lifetime of the other. Two variations are available:
. Payments guaranteed for 10 years; and
. Payment for two lives only. No specific number of payments is guaranteed.
Under this option there may be one payment if the two named persons die
prior to the second 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 may be withdrawn or applied under
any other option. Payments which are based on a named person's life may not be
withdrawn.
BENEFICIARY. A Beneficiary is any person named on our records to receive
- -----------
insurance proceeds after the Insured dies. A Policyowner names the Beneficiary
when he or she or it applies 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 premium payments.
. Change the premium payment plan.
. Reinstate the Policy after termination.
If no Beneficiary is living when the Insured dies, unless provided otherwise,
the Death Benefit is paid to the Policyowner or, if deceased, the Policyowner's
estate.
45
<PAGE>
CHANGING THE POLICYOWNER OR BENEFICIARY. The Policyowner or any Beneficiary may
- ---------------------------------------
be changed during the Insured's lifetime by writing to our Home Office. The
change takes effect as of the date of the request, even if the Insured dies
before We receive it. Each change is subject to any payment We made or other
action by MassMutual prior to receipt of the request.
ASSIGNMENT. The Policy may be assigned as collateral for a loan or other
- ----------
obligation, subject to any outstanding Policy Debt. We will not effectuate the
assignment unless We receive a signed copy of it at our Home Office and We
consent to the assignment. We are not responsible for the validity of any
assignment.
Any amounts due to an assignee of the Policy which is assigned will be paid in
one sum.
DIVIDENDS. Each year MassMutual determines the divisible surplus, or the money
- ---------
available to pay dividends. Each Policy may receive a dividend based upon its
contribution to this divisible surplus. MassMutual does not expect that any
dividends will be paid under the Policies.
Any dividend will be payable on the Policy Anniversary Date.
If the Insured dies after the first Policy Year, the Death Benefit includes a
pro-rata share of any dividend allocated to the Policy for the year death
occurs.
LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY. We must bring any legal action to
- -------------------------------------------
contest the validity of a Certificate within two years from its Issue Date or an
increase in the Selected Face Amount. After that We cannot contest its
validity, except for failure to pay premiums.
MISSTATEMENT OF AGE. If the Insured's date of birth as given in the Enrollment
- -------------------
Form is not correct, an adjustment will be made. If the adjustment is made when
the Insured dies, the Death Benefit will reflect the amount provided by the most
recent mortality charge according to the correct age. If the adjustment is made
before the Insured dies, then future Monthly Deductions will be based on the
correct age.
SUICIDE. If the Insured commits suicide within two years (or different period
- --------
if required by state law) from the Issue Date or an increase in the Selected
Face Amount and while the Policy is in force, We pay a limited Death Benefit in
one sum to the Beneficiary. The limited Death Benefit is the amount of premiums
paid for the Policy, less any Policy Debt or amounts withdrawn.
WHEN WE PAY PROCEEDS. If the Policy has not terminated, payment of the Cash
- --------------------
Surrender Value, loan proceeds or the Death Benefit are made normally within 7
days after We receive any required documents at our Home Office. We can delay
payment of the Cash Surrender Value or any Withdrawal from the Separate Account,
loan proceeds attributable to the Separate Account, or the Death Benefit during
any period that:
It is not reasonably practicable to determine the amount because the New York
Stock Exchange (or its successor) is closed, except for normal weekend or
holiday closings, or trading is restricted; or
the Securities and Exchange Commission (or its successor) determines that an
emergency exists; or
the Securities and Exchange Commission (or its successor) permits Us to delay
payment for the protection of our policy owners; or
We are permitted by state law to delay such payment.
46
<PAGE>
We may delay paying any Cash Surrender Value or loan proceeds based on the GPA
for up to 6 months from the date the request was received at our Home Office.
We can delay payment of the entire Death Benefit if payment is contested. 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 working days as to whether the claim should be
authorized for payment. Payments are made promptly after authorization. If
payment is delayed for 10 working days or more from the effective date of
surrender or Withdrawal, We add interest at the same rate as is paid under the
Interest Payment Option for the same period of time (but not less than required
by state law). The minimum amount of such interest is $25.
OPTIONAL BENEFITS OBTAINABLE BY RIDER
This Section is intended to provide only a very brief overview of additional
insurance benefits available by rider. For more information, contact your
agent.
The following supplemental benefits are available for issue under the Policies
for an additional charge.
DISABILITY WAIVER RIDER. With this rider We will waive the Monthly Deduction on
- -----------------------
each Monthly Calculation Date for at least two years in the event of the
Insured's total disability which begins before age 65 and such total disability
continues for at least at least 6 months. The waiver will continue up to the
Insured's attained age 65, but in any event will never be less than two years.
ACCELERATED BENEFITS RIDER. This rider permits part of the proceeds of the
- --------------------------
Policy to be available before death if the Insured becomes terminally ill.
MassMutual will require proof, satisfactory to Us, that the Insured is
terminally ill and is not expected to live longer than 12 months prior to
activation of the rider. In return for the advanced payment, a lien is
established against the Policy, equal to the amount of the accelerated benefit.
No interest is charged against the lien.
ACCIDENTAL DEATH AND DISMEMBERMENT RIDER. With this rider We will pay a benefit
- ----------------------------------------
equal to a percentage of the Accidental Death and Dismemberment Rider Face
Amount specified in the following table if the Insured dies or becomes
dismembered due to accidental causes prior to attaining age 65.
-------------------------------------------------------
Loss of Life Percent of Rider Face
------------ ---------------------
Amount Payable
---------------
-------------------------------------------------------
Life 100
-------------------------------------------------------
Both Limbs 100
-------------------------------------------------------
Both Arms 100
-------------------------------------------------------
Sight of Both Eyes 100
-------------------------------------------------------
One Limb and Sight of One Eye 100
-------------------------------------------------------
One Arm and Sight of One Eye 100
-------------------------------------------------------
One Limb or One Arm 50
-------------------------------------------------------
Vision of One Eye 50
-------------------------------------------------------
RECORDS AND REPORTS
MassMutual maintains all records and accounts relating to the Separate Account
and the GPA. Each year within 30 days after the Policy Anniversary, We will
mail to the Policyowner a report showing the Account Value at the beginning of
the previous Policy Year, all premiums paid since that time, all additions to
and deductions from Account Value during the year, and the Account Value, Death
Benefit, Cash Surrender Value
47
<PAGE>
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
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 parties. MML Investors Services, Inc. ("MMLISI"), also
located at 1414 Main Street, Springfield, MA 01144-1013, serves as the co-
underwriter of the Policies. Both MML Distributors and MMLISI are registered
with the Securities and Exchange Commission (the "SEC") as broker-dealers under
the Securities Exchange Act of 1934 and are members of the National Association
of Securities Dealers, Inc. (the "NASD").
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the SEC and are members of the NASD ("selling
brokers"). We sell the Policies through agents who are licensed by state
insurance officials to sell the Policies. These agents are also registered
representatives of selling brokers or of MMLISI.
When a supplement to the Application requesting one of the Policies is
completed, it is submitted to us. We or the selling broker perform suitability
review and, in some cases, We perform insurance underwriting. We determine
whether to accept or reject the application for the Policy and the Insured's
risk classification. If the application is not accepted, We will refund any
premium that has been paid.
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policies of the Separate Account. MML Distributors does
business under different variations of its name; including the name MML
Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma, South Dakota
and Washington; and the name MML Distributors, Limited Liability Company in the
states of Maine, Ohio and West Virginia.
COMMISSIONS SCHEDULE. Agents or selling brokers receive commissions as a
- --------------------
percentage of the premium paid. Commissions paid will not exceed 24% of Modal
Term Premiums and 3% of premiums paid in excess of the Modal Term Premium.
Agents may receive commissions at lower rates on Policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries.
BONDING ARRANGEMENT. An insurance company blanket bond is maintained providing
- -------------------
$25,000,000 coverage for officers and employees of MassMutual (subject to a
$350,000 deductible) and $25,000,000 coverage for MassMutual's general agents
and agents (also subject to a $350,000 deductible).
LEGAL PROCEEDINGS
We are currently not involved in any material legal proceedings that adversely
impact the Policy.
EXPERTS
The 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.
FINANCIAL STATEMENTS
48
<PAGE>
SEPARATE ACCOUNT FINANCIAL STATEMENTS
No financial statements of the GVUL Segment of the Separate Account have been
included herein because as of the date of this prospectus, the GVUL Segment had
not commenced operation.
MASSMUTUAL FINANCIAL STATEMENTS
The financial statements of MassMutual included herein should be considered only
as bearing upon the ability of MassMutual to meet its obligations under the
Policy.
[FINANCIALS OF MASSMUTUAL WILL BE PROVIDED BY PRE-EFFECTIVE AMENDMENT]
APPENDIX A
Illustrations of Death Benefits (Option A), Cash Surrender Values and
Accumulated Premiums
The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit Option A and cash surrender value could vary over an
extended period of time, assuming the Funds experience hypothetical gross rates
of investment return (i.e., investment income and capital gains and losses,
realized or unrealized), equivalent to constant gross annual rates of 0%, 6% and
12%. The tables are based on annual premiums of $[___] for a unisex and
unismoke person age 35. These tables will assist in the comparison of death
benefits and cash surrender values for the Policy with those under other
variable life policies which may be issued by MassMutual or other companies.
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, if the rates of return for all the Funds
averaged 0%, 6% or 12% but varied above or below that average for particular
Funds.
49
<PAGE>
The death benefits and cash surrender values shown in illustration A reflect the
following current charges:
1. Administrative Charge, equal to a monthly $5.25 per Policy.
2. Cost of Insurance Protection, based on the current guaranteed issue rates
being charged by the Company.
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. MML Trust, Oppenheimer Trust, and Panorama Fund level expenses of [__]% on
an annual basis, of the net asset value of the MML Trust, Oppenheimer Trust,
and Panorama Fund shares held by the Separate Account.
The death benefits and cash surrender values shown in illustration B reflect
these guaranteed maximum charges:
1. Administrative Charge, equal to $9.00 per month.
2. Cost of Insurance Charge, based on 125% of the 1980 CSO Mortality Table.
3. Mortality and Expense Risk Charge, which is equal to 1.00% on an annual
basis, of the net asset value of the Fund shares held by the Separate
Account.
4. MML Trust, Oppenheimer Trust, and Panorama Series Fund Inc. level expenses
of [__] on an annual basis, of the net asset value of the MML Trust,
Oppenheimer Trust and Panorama Fund shares held by the Separate Account.
(This unweighted average reflects current Fund level expenses.)
Cash surrender values shown in the tables reflect the deduction of the
applicable sales loads and premium taxes for a Policy with a Modal Term Premium
paid of $X. Taking into account the Mortality and Expense Risk Charge and the
Fund level expenses, the effect is that for gross annual rates of return of 0%,
6% and 12%, the actual net annual rate of return on a current basis would be -
X%, X%, and X%, respectively, and on a guaranteed basis would be -X%, X%, and
X%, respectively. MassMutual has agreed to bear expenses of the MML Trust (other
than the management fee, interest, taxes, brokerage commissions and
extraordinary expenses) in excess of .11% of average daily net asset value of
each MML Fund through April 30, 1998. During 1996, no expenses were required to
be reimbursed pursuant to this undertaking.
Currently no charge is made against the Separate Account for federal income
taxes but MassMutual reserves the right to charge the Separate Account for
federal income taxes attributable to the Separate Account if such taxes are
imposed in the future.
The tables are based on the assumptions that the Policyowner has requested a
level Selected Face Amount, that no Policy loans, or additional premium payments
have been made, and no transaction charges have been incurred, and that the
entire Account Value under the Policy is allocated to the Funds.
The second column of each table shows the amounts which would accumulate if an
amount equal to the annual premium were invested to earn interest after taxes,
of 5% per year, compounded annually.
50
<PAGE>
ILLUSTRATION A
FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER
Unisex, Issue Age 35, Unismoker
$100,000 Selected Face Amount All Years
$X Annual Premium
Using Current Schedule of Charges
<TABLE>
<CAPTION>
DEATH BENEFIT (OPTION 1) CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS ANNUAL
INVESTMENT RETURN OF INVESTMENT RETURN OF
PREMIUMS ACCUMULATED AT
5% INTEREST
END OF POLICY PER YEAR 0% 6% 12% 0% 6% 12%
YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ $ $ $ $ $ $
2
3
4
5
6
7
8
9
10
15
20
25
30 (Age 65)
35
40
45
50
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
51
<PAGE>
ILLUSTRATION B
FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER
Unisex, Issue Age 35, Unismoker
$100,000 Selected Face Amount All Years
$X Annual Premium
Using Guaranteed Schedule of Charges
<TABLE>
<CAPTION>
DEATH BENEFIT (OPTION 1) CASH SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS ANNUAL
INVESTMENT RETURN OF INVESTMENT RETURN OF
PREMIUMS
ACCUMULATED AT
5% INTEREST
END OF POLICY PER YEAR 0% 6% 12% 0% 6% 12%
YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ $ $ $ $ $ $
2
3
4
5
6
7
8
9
10
15
20
25
30 (Age 65)
35
40
45
50
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
52
<PAGE>
APPENDIX B
----------
POLICY PERFORMANCE
HISTORICAL RESULTS - AS OF DECEMBER 31, 1996
This table illustrates the performance information of a hypothetical Policy's
Fund Value* assuming the following:
<TABLE>
<CAPTION>
The Policy was in force for the period illustrated; Current expenses and mortality charges** A Selected Face Amount of $250,000;
100% allocation to the respective Fund for each The Insured issue age 50, Death Benefit Option 1.
period illustrated;
An annual premium of $3,000 for 15 years;
Fund 1 5 10 Since Inception
Year Years Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MML Equity Index
Oppenheimer Money*** (04/03/85)
Oppenheimer Bond (04/03/85)
Oppenheimer Strategic Bond (05/03/93)
Oppenheimer High Income (04/30/86)
Oppenheimer Growth & Income (07/05/95)
Oppenheimer Multiple Strategies (02/09/87)
Oppenheimer Growth (04/03/85)
Oppenheimer Capital Appreciation (08/15/86)
Oppenheimer Global Securities (11/20/90)
Panorama Total Return (09/30/82)
Panorama Growth (01/21/82)
Panorama International Equity (05/13/92)
Panorama LifeSpan Capital Appreciation (09/01/95)
Panorama LifeSpan Balanced (09/01/95)
Panorama LifeSpan Diversified Income (09/01/95)
</TABLE>
* The performance information is based on the Policy's Fund Value since there
are no surrender charges and we assume no Policy Debt.
** Historical investment results and current charges are used to determine
values; if guaranteed charges were used the results would be lower.
*** Although the Oppenheimer Money Fund commenced operations on 4/3/85, the
information necessary to calculate the Total Returns is available only for
the year 1987 and subsequent periods.
53
<PAGE>
APPENDIX C
----------
MODAL TERM PREMIUM CALCULATION
The Modal Term Premium is an estimate of the premium that will be sufficient to
cover the Premium Deduction and the Monthly Deduction for the Modal Term. It
equals the Monthly Deduction(s) during the Modal Term divided by 1 less the
Premium Deduction discounted at a rate no lower than the monthly equivalent of
the minimum annual interest rate for the Guaranteed Principal Account.
Example:
a. Modal Term: 3 Months
b. Premium Deduction: 0.75%
c. Annual Interest Rate
Used For Discounting
Monthly Deduction(s): 5%
d. Monthly Deduction In Month 1: $100
e. Monthly Deduction In Month 2: $110
f. Monthly Deduction In Month 3: $120
g. Sum of Monthly Charges
Discounted At Monthly
Equivalent Of 5%: $328.58
h. Modal Term Premium
(g. divided by 1 less Premium
Deduction): $331.06
-------
54
<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 a Secretary,
a director, board member, committee member, officer or employee of any
organization or any separate investment account; or
(c) any individual who serves in any capacity with respect to any employee
benefit plan; from and against all loss, liability and expense imposed upon
or incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be involved
or with which he or she may be threatened, by reason of any alleged act,
omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves in such
capacity and shall include protection for the person's heirs and legal
representatives. Indemnities hereunder shall include, but not be limited to, all
costs and reasonable counsel fees, fines, penalties, judgments or awards of any
kind, and the amount of reasonable settlements, whether or not payable to the
Company or to any of the other entities described in the preceding paragraph, or
to the policyholders or security holders thereof
Notwithstanding the foregoing, no indemnification shall be provided with respect
to:
(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.
55
<PAGE>
In any matter disposed of by settlement or in the event of an adjudication which
in the opinion of the General Counsel or his delegate does not make a sufficient
determination of conduct which could preclude or permit indemnification in
accordance with the preceding paragraphs (1), (2) and (3), the person shall be
entitled to indemnification unless, as determined by the majority of the
disinterested directors or in the opinion of counsel (who may be an officer of
the Company or outside counsel employed by the Company), such person's conduct
was such as precludes indemnification under any of such paragraphs.
The Company may at its option indemnify for expenses incurred in connection with
any action or proceeding in advance of its final disposition, upon receipt of a
satisfactory undertaking for repayment if it be subsequently determined that the
person thus indemnified is not entitled to indemnification under this Article V.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is 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.
REPRESENTATION UNDER SECTION 26(E)(2)(A)
OF THE INVESTMENT COMPANY ACT OF 1940
Massachusetts Mutual Life Insurance Company hereby represents that fees and
charges deducted under the Variable Account Rider to the Group Universal Life
Insurance Policy Certificate described in this Registration Statement and
deducted under the Rider, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Massachusetts Mutual Life Insurance Company.
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CONTENTS OF THE REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consists of 51 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933.
Representation under Section 26(e)(2)(a) of the Investment Company Act of 1940.
The signatures.
Written consents of the following persons:
1. Coopers & Lybrand, L.L.C. [to be filed]
2. Actuarial consent [to be filed]
3. Counsel opining as to the legality of securities being registered [to
be filed]
4. Opinion opining as to actuarial matters contained in the Registration
Statement by C. Dale Games, Vice President [to be filed]
The following exhibits:
1. Exhibit 1
(Exhibits required by paragraph A of the instructions to Form N-8B-2)
(1) (a) Resolution of the Board of Directors of Massachusetts
Mutual Life Insurance Company authorizing the
establishment of the Separate Account.
(b) Resolution of the Board of Directors of Massachusetts
Mutual Life Insurance Company authorizing the
establishment of the GVUL Segment of Massachusetts Mutual
Variable Life Separate Account I.
(2) Not Applicable.
(3) (a) Form of Distribution Servicing Agreement between MML
Distributors, LLC, and MassMutual.
(b) Form of Co-Underwriting Agreement between MML Investors
Services, Inc. and MassMutual.
(c) Form of Broker Dealer Selling Agreement.
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(4) Not Applicable.
(5) Form of Group Flexible Premium Adjustable Life Insurance
Certificate To Age 95 with Variable Rider.
(6) Organizational documents of the Company.
(a) Certificate of Incorporation of MassMutual.
(b) By-Laws of MassMutual.
(7) Not Applicable.
(8) (a) Form of Participation Agreement with Oppenheimer Variable
Account Funds.
(b) Form of Participation Agreement with Panorama Series Fund,
Inc.
(9) Not Applicable.
(10) (a) Form of Enrollment Form [to be filed].
(b) Form of Application [to be filed].
(c) Form of Variable Account Rider is included in Exhibit 1
above.
2. Opinion and Consent of Counsel as to the legality of the securities
being registered. [to be filed]
3. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I.
4. Not Applicable.
5. Opinion and consent of C. Dale Games opining as to actuarial matters
pertaining to the securities being registered. [to be filed].
6. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the
Investment Company Act of 1940. [to be filed].
7. Consent of Independent Accountants. [to be filed].
8. Powers of Attorney.
27. Financial Data Schedule. [to be filed after GVUL Segment of Separate
Account commences operation].
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account I has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, all in the city of Springfield and the Commonwealth of
Massachusetts, on the28th day of February, 1997.
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
- ------------------
*Richard M. Howe - On February 28, 1997, as Attorney-in-Fact pursuant to powers
of attorney filed herewith.
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following person in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Thomas B. Wheeler* Chief Executive Officer and February 28, 1997
- --------------------------- Chairman of the Board
Thomas B. Wheeler
/s/ John J. Pajak* President and Chief Operating February 28, 1997
- --------------------------- Officer
John J. Pajak
/s/ Daniel J. Fitzgerald* Chief Financial Officer & Chief February 28, 1997
- --------------------------- Accounting Officer
Daniel J. Fitzgerald
/s/ Roger G. Ackerman* Director February 28, 1997
- ---------------------------
Roger G. Ackerman
/s/ James R. Birle* Director February 28, 1997
- ---------------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director February 28, 1997
- ---------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director February 28, 1997
- ---------------------------
Gene Chao
/s/ Patricia Diaz Dennis* Director February 28, 1997
- ---------------------------
Patricia Diaz Dennis
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/s/ Anthony Downs* Director February 28, 1997
- ---------------------------
Anthony Downs
/s/ James L. Dunlap* Director February 28, 1997
- ---------------------------
James L. Dunlap
/s/ William B. Ellis* Director February 28, 1997
- ---------------------------
William B. Ellis
/s/ Robert M. Furek* Director February 28, 1997
- ---------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director February 28, 1997
- ---------------------------
Charles K. Gifford
/s/ William N. Griggs* Director February 28, 1997
- ---------------------------
William N. Griggs
/s/ George B. Harvey* Director February 28, 1997
- ---------------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director February 28, 1997
- ---------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director February 28, 1997
- ---------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director February 28, 1997
- ---------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director February 28, 1997
- ---------------------------
John F. Maypole
/s/ Donald F. McCullough* Director February 28, 1997
- ---------------------------
Donald F. McCullough
/s/ Barbara S. Preiskel* Director February 28, 1997
- ---------------------------
Barbara S. Preiskel
/s/ Alfred M. Zeien* Director February 28, 1997
- ---------------------------
Alfred M. Zeien
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/s/Richard M. Howe
- ------------------
*Richard M. Howe - On February 28, 1997, as Attorney-in-Fact pursuant to powers
of attorney filed herewith.
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EXHIBIT LIST
1(1)(a) Resolution establishing Massachusetts Mutual Variable Life Separate
Account I.
1(1)(b) Resolution establishing the GVUL Segment of Massachusetts Mutual
Variable Life Separate Account I.
1(3)(a) Form of Distribution Servicing Agreement between MML Distributors,
LLC, and MassMutual.
1(3)(b) Form of Co-Underwriting Agreement between MML Investors Services, Inc.
and MassMutual.
1(3)(c) Form of Broker Dealer Selling Agreement.
1(5) Form of Group Flexible Premium Adjustable Life Insurance Certificate
To Age 95 with Variable Rider.
1(6)(a) Charter of MassMutual
1(6)(b) By-Laws of MassMutual
1(8)(a) Form of Participation Agreement with Oppenheimer Variable Account
Funds.
1(8)(b) Form of Participation Agreement with Panorama Series Fund, Inc.
8 Powers of Attorney
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EXHIBIT 1(1)(A)
Resolution establishing
Massachusetts Mutual Variable Life Separate Account I
July 13, 1988
VOTED:
That the Company establish and maintain a separate investment account
("Massachusetts Mutual Variable Life Separate Account I") in accordance with the
provisions of Section 132G of Chapter 175, as it may be amended from time to
time, of the Massachusetts General Laws for the purpose of investing certain
payments received under variable insurance policies issued by the Company; that
the assets of such separate investment account be invested in the series of MML
Series Investment Fund as now or hereinafter constituted and in such other
investments as the Company from time to time deems appropriate; and that all
necessary actions be taken to qualify and maintain the separate investment
account with governmental agencies or entities having jurisdiction; and
That the Company's General Investment Account be and it hereby is
authorized to provide any necessary initial capital of the separate investment
account not in excess of $150,000.
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EXHIBIT 1(1)(B)
Resolution establishing the GVUL Segment of
Massachusetts Mutual Variable Life Separate Account I
FEBRUARY 11, 1997
VOTED:
That in connection with the development of a new group variable universal life
insurance product (the "GVUL Policy"), the Company establish a segment of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account")
in order to invest contributions received under the GVUL Policy; that the
appropriate officers of the Company be, and each acting singly hereby is,
authorized to execute all documents or take any other action which said officer
deems necessary or advisable in order to permit the sale of the GVUL Policy,
including the filing of registration statements or amendments thereto with the
United States Securities and Exchange Commission or other appropriate regulatory
authorities; and that the chief executive officer or the chief operating officer
of the Company be, and each acting singly hereby is, authorized to establish
additional segments of the Separate Account or further divide any segment of the
Separate Account into additional divisions, as such officer in his discretion
deems necessary or appropriate.
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EXHIBIT 1(3)(A)
Form of Distribution Servicing Agreement between MML Distributors, LLC, and
MassMutual.
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Distributors, LLC ("MML Distributors") and Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account"),
a separate account of MassMutual, as follows:
WHEREAS, the Separate Account was established under authority of resolutions of
the Board of Directors of MassMutual in order to set aside and invest assets
attributable to certain variable life insurance contracts (the "Contracts")
issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, MassMutual intends for the Contracts to be sold by agents and brokers
who are required to be registered representatives of a broker-dealer that is
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MassMutual desires to engage MML Distributors, a broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to act as
the principal underwriter ("Underwriter") of the Contracts, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations, and MML Distributors desires to act as
Underwriter for the sale of the Contracts and to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. MassMutual hereby appoints MML Distributors as, and MML
Distributors agrees to serve as, Underwriter of the Contracts during the term
of this Agreement for purposes of federal and state securities laws.
MassMutual reserves the right, however, to refuse at any time or times to
sell any Contracts hereunder for any reason, and MassMutual maintains
ultimate responsibility for the sales of the Contracts.
MML Distributors shall use reasonable efforts to sell the Contracts but does
not agree hereby to sell any specific number of Contracts and shall be free
to act as underwriter of other securities. MML Distributors agrees to offer
the Contracts for sale in accordance with the prospectus then in effect for
the Contracts.
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2 SERVICES. MML Distributors agrees, on behalf of MassMutual and the Separate
Account, and in its capacity as Underwriter, to undertake at its own expense
except as otherwise provided herein, to provide certain sales, administrative
and supervisory services relative to the Contracts as described below, and
otherwise to perform all duties that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations.
3. SELLING GROUP. MML Distributors may enter into sales agreements for the sale
of the Contracts with independent broker-dealer firms ("Independent Brokers")
whose registered representatives have been or shall be licensed and appointed
as life insurance agents of MassMutual. All such agreements shall be in a
form agreed to by MassMutual. All such agreements shall provide that the
Independent Brokers must assume full responsibility for continued compliance
by itself and its associated persons with the NASD Rules of Fair Practice
(the "Rules") and all applicable federal and state securities and insurance
laws. All associated persons of such Independent Brokers soliciting
applications for the Contracts shall be duly and appropriately licensed and
appointed for the sale of the Contracts under the Rules and applicable
federal and state securities and insurance laws.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MML Distributors and MassMutual in connection
with the offer or sale of the Contracts shall be considered a "person
associated" with MML Distributors as defined in Section 3(a)(18) of the 1934
Act. MML Distributors shall have full responsibility for the securities
activities of each such person as contemplated by Section 15 of the 1934 Act.
MML DISTRIBUTORS shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the Rules and applicable
federal and state securities laws. Without limiting the generality of the
foregoing, MML Distributors agrees that it shall be fully responsible for:
a) ensuring that no representative of MML Distributors shall offer or
sell the Contracts until such person is appropriately licensed, registered,
or otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which
MassMutual is licensed to sell the Contracts, and in which such person
shall offer or sell the Contracts; and
b) training and supervising MassMutual's agents and brokers who are also
registered representatives of MML Distributors for purposes of complying on
a continuous basis with the Rules and with federal and state securities
laws applicable in connection with the offering and sale of the Contracts.
In this connection, MML Distributors shall:
i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion of MML
Distributors and MassMutual is necessary to accomplish the purposes of this
Agreement;
(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
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brokers who are also registered representatives of MML
Distributors recommend the purchase of the Contracts only upon
reasonable grounds to believe that the purchase of the Contracts
is suitable for such applicant; and
(v) impose disciplinary measures on agents of MassMutual who are also
registered representatives of MML Distributors as required.
The parties hereto recognize that any registered representative of MML
Distributors or Independent Broker selling the Contracts as
contemplated by this Agreement shall also be acting as an insurance
agent of MassMutual or as an insurance broker, and that the rights of
MML Distributors and Independent Broker to supervise such persons shall
be limited to the extent specifically described herein or required
under applicable federal or state securities laws or NASD regulations.
5. REGISTRATION AND QUALIFICATION OF CONTRACTS. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as
shall from time-to-time be reasonably requested by MML Distributors for the
purpose of qualifying and maintaining qualification of the Contracts for sale
under applicable state law and for maintaining the registration of the
Separate Account and interests therein under the 1933 Act and the 1940 Act,
to the end that there will be available for sale from time-to-time such
amounts of the Contracts as MML Distributors may reasonably request.
MassMutual shall advise MML Distributors promptly of any action of the SEC or
any authorities of any state or territory, of which it is aware, affecting
registration or qualification of the Separate Account, or rights to offer the
Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, MassMutual will forthwith prepare and
furnish to MML Distributors, without charge, amendments or supplements to the
Registration Statement sufficient to make the statements made in the
Registration Statement as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
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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.
(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 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.
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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, or otherwise qualified, unde the applicable securities laws
of every state or other jurisdiction in which the Contracts are
available for sale.
(b) This Agreement has been duly authorized, executed and delivered by MML
Distributors and constitutes the valid and legally binding obligation
of MML DISTRIBUTORS. Neither the execution and delivery of this
Agreement by MML Distributors nor the consummation of the transactions
contemplated herein will result in a breach or violation of any
provision of the federal or state securities laws or the Rules,
applicable to MML Distributors, or any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
(c) MML Distributors shall comply with the Rules and the securities laws of
any jurisdiction in which it sells, directly or indirectly, any
Contracts.
8. EXPENSES. MML Distributors shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and
distributing the Prospectuses, and all other expenses of preparing, printing
and distributing all other sales literature or material for use in
connection with offering the Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MML Distributors agrees to ensure that it
uses and distributes only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in
effect in selling the Contracts. MML Distributors is not authorized to give
any information or to make any representations concerning the Contracts
other than those contained in the current Registration Statement filed with
the SEC or in such sales literature as may be authorized by MassMutual.
MML Distributors agrees to make timely filings with the SEC, the NASD, and
such other regulatory authorities as may be required of any sales literature
or advertising materials relating to the Contracts and intended for
distribution to prospective investors. MassMutual shall review and approve
all advertising and sales literature concerning the Contracts utilized by
MML Distributors. MML Distributors also agrees to furnish to MassMutual
copies of all agreements and plans it intends to use in connection with any
sales of the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on application
forms supplied by MassMutual, and shall be remitted by MML Distributors or
Independent Brokers promptly, together with such forms and any other
required documentation, directly to MassMutual at the address indicated on
such application or to such other address as MassMutual may, from time to
time, designate in writing. All applications are subject to acceptance or
rejection by MassMutual at its sole discretion.
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11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by,
or on behalf of any applicant or Contract owner, is the property of
MassMutual and shall be transmitted immediately in accordance with the
administrative procedures of MassMutual without any deduction or offset for
any reason, including by example but not limitation, any deduction or
offset for compensation claimed by MML Distributors. Checks or money orders
as payment on any Contract shall be drawn to the order of "Massachusetts
Mutual Life Insurance Company." No cash payments shall be accepted by MML
Distributors in connection with the Contracts. Unless otherwise agreed to
by MassMutual in writing, neither MML Distributors nor any of MassMutual's
agents nor any broker shall have an interest in any surrender charges,
deductions or other fees payable to MassMutual as set forth herein.
12. INSURANCE LICENSES. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. MassMutual reserves the right to
refuse to appoint any proposed agent or broker, and to terminate an agent
or broker once appointed. MassMutual agrees to be responsible for all
licensing or other fees required under pertinent state insurance laws to
properly authorize agents or brokers for the sale of the Contracts;
however, the foregoing shall not limit MassMutual's right to collect such
amount from any person or entity other than MML Distributors.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and
agents in connection with the sale of Contracts shall be paid by
MassMutual, on behalf of MML Distributors, to the persons entitled thereto
in accordance with the applicable agreement between each such broker or
agent and MassMutual or a general agent thereof. MML Distributors shall
assist MassMutual in the payment of such amounts as MassMutual shall
reasonably request, provided that MML Distributors shall not be required to
perform any acts that would subject it to registration under the insurance
laws of any state. The responsibility of MML Distributors shall include the
performance of all activities by MML Distributors necessary in order that
the payment of such amounts fully complies with all applicable federal and
state securities laws. Unless applicable federal or state securities law
shall require, MassMutual retains the ultimate right to determine the
commission rate paid to its agents.
14. MML DISTRIBUTORS COMPENSATION. As payment for its services hereunder, MML
Distributors shall receive an annual fee that has the following components:
(1) a fixed fee in the amount of $_____ per year, and (2) a variable fee in
the amount of __ basis points (.000x) per year of new sales of the
Contracts. Payments shall commence and be made no later than December 31 of
the year in which a Contract is issued. The variable component of the fee
shall be paid to MML Distributors' 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
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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 all the books and records in connection with the offer and
sale of the Contracts by its registered representatives to be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under
the 1934 Act, to the extent that such requirements are applicable to the
Contracts. The books, accounts, and records of MML Distributors and MassMutual
as to all transactions hereunder shall be maintained so as to disclose clearly
and accurately the nature and details of the transactions. The payment of
premiums, purchase payments, commissions and other fees and payments in
connection with the Contracts by its registered representatives shall be
reflected on the books and records of MML Distributors as required under
applicable NASD regulations and federal and state securities laws
requirements.
MML Distributors and MassMutual, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts kept
pursuant to a requirement of applicable law or regulation, the ultimate and
legal responsibility for maintaining and preserving such books, records and
accounts shall be that of the party which is required to maintain or preserve
such books, records and accounts under the applicable law or regulation, and
such books, records and accounts shall be maintained and preserved under the
supervision of that party. MML Distributors and MassMutual shall each cause
the other to be furnished with such reports as it may reasonably request for
the purpose of meeting its reporting and recordkeeping requirements under such
regulations and laws, and under the insurance laws of the Commonwealth of
Massachusetts and any other applicable states or jurisdictions.
MML Distributors and MassMutual each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MML
Distributors, unless such documents, reports, records, books, files and other
materials are required by applicable regulation or law to be also maintained
by MassMutual, in which case such material shall be the joint property of MML
Distributors and MassMutual. All other documents, reports, records, books,
files and other materials maintained relative to this Agreement shall be the
property of MassMutual. Upon termination of this Agreement, all said material
shall be returned to the applicable party.
MML Distributors and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and
other materials related to this Agreement. Such books, accounts, records,
files, and other materials shall remain confidential and shall not be
voluntarily disclosed to any other person or entity except as described below
in section 16..
16. AVAILABILITY OF RECORDS. MML Distributors and MassMutual shall each submit
to all regulatory and administrative bodies having jurisdiction over the
sales of the Contracts, present or future, any information, reports, or
other material that any such body by reason of this Agreement may request
or require pursuant to applicable laws or 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.
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17. CONFIRMATIONS. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the
completion thereof as required by the 1934 Act and applicable
interpretations thereof, including Rule 10b-10 thereunder. Each such
confirmation shall reflect the facts of the transaction and the form
thereof will show that it is being sent on behalf of MML Distributors or
Independent Broker acting in the capacity of agent for MassMutual.
18. INDEMNIFICATION. MassMutual shall indemnify MML Distributors, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and
against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
are made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, written information furnished to
MassMutual by MML DISTRIBUTORS, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii)
there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MML Distributors will indemnify MassMutual, its officers, directors,
employees, agents and controlling persons and hold such persons harmless,
from and against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) MML
Distributors or its registered representatives offered or sold or engaged
in any activity relating to the offer and sale of the Contracts which was
in violation of any provision of the federal securities laws or, (ii) there
is a material misrepresentation, material breach of warranty or material
failure to fulfill any covenant or warranty made or undertaken by MML
Distributors hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party
of the commencement thereof; but the omission to notify the indemnifying
party will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than under
this paragraph. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will 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
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to such agents or employees or to others through its agents or employees. MML
Distributors assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
20. TERMINATION. Subject to termination as hereinafter provided, this Agreement
shall remain in full force and effect for the initial term of the Agreement,
which shall be for a two year period commencing on the date first above
written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of
the parties hereto. This Agreement shall automatically be terminated in the
event of its assignment. Subject to MassMutual's approval, however, MML
Distributors may delegate any duty or function assigned to it in this
agreement provided that such delegation is permissible under applicable law.
Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts hereunder,
including the settlement of monies due in connection with the Contracts in
effect at the time of termination or issued pursuant to applications
received by MassMutual prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule, or otherwise,
the remainder of this Agreement shall not be affected thereby. This
Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
22. NON-EXCLUSIVITY. The services of MML Distributors and MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML
Distributors and MassMutual shall be free to render similar services to
others so long as their services hereunder are not impaired or interfered
with hereby.
23. AMENDMENT. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
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
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year first above written.
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, on its behalf and on behalf of
ATTEST: MASSACHUSETTS MUTUAL SEPARATE ACCOUNT I
By: /S/ Barry Jacobson
------------------
Barry Jacobson
/S/ Richard Howe
MML DISTRIBUTORS, LLC.
ATTEST:
By: /S/ John O'Connor
------------------
John O Connor
/S/ Michael L. Kerley
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EXHIBIT 1(3)(B)
Form of Co-Underwriting Agreement between MML Investors Services, Inc. and
MassMutual.
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
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account"),
a separate account of MassMutual, as follows:
WHEREAS, the Separate Account was established under authority of the
Board of Directors of MassMutual in order to set aside and invest assets
attributable to certain variable life insurance 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, MMLISI has served as the principal underwriter of the
Contracts pursuant to a Servicing Agreement (the "Servicing Agreement") dated
July 28, 1988, as amended, and
WHEREAS, MassMutual desires to engage MMLISI, and broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to now act
as a co-underwriter ("Co-underwriter") in connection with the distribution of
the Contracts by the full-time career contracted agents of MassMutual
("Agents") and certain other brokers, and in connection therewith, to provide
certain services and supervision to such Agents and brokers who are also
registered representatives of MMLISI and who sell the Contracts, and to
otherwise perform certain duties and functions that are necessary and proper for
the distribution of the Contracts as required under applicable federal and
state securities laws and NASD regulations, and MMLISI desires to act as Co-
underwriter for the sale of the Contracts and to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. The Servicing Agreement is hereby terminated and 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
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supervisory services relative to the Contracts as described below, and
otherwise to perform all duties that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations.
3. BEST EFFORTS. MMLISI shall use reasonable efforts to sell the Contracts but
does not agree hereby to sell any specific number of Contracts and shall be
free to act as underwriter of other securities. MMLISI agrees to offer the
Contracts for sale in accordance with the prospectus then in effect for the
Contracts.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MMLISI and MassMutual in connection with the
offer or sale of the Contracts shall be considered a "person associated" with
MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall have
full responsibility for the securities activities of each such person as
contemplated by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the NASD Rules of Fair Practice
(the "Rules") and applicable federal and state securities laws. Without
limiting the generality of the foregoing, MMLISI agrees that it shall be
fully responsible for:
a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which
MassMutual is licensed to sell the Contracts, and in which such person shall
offer or sell the Contracts; and
b) training and supervising MassMutual's Agents and brokers who are also
registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities laws
applicable in connection with the offering and sale of the Contracts. In this
connection, MMLISI shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion of
MMLISI and MassMutual is necessary to accomplish the purposes of this
Agreement;
(ii) establish and implement reasonable written procedures for supervision
of sales practices of registered representatives of MMLISI who sell the
Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the responsibilities as
set forth herein;
(iv) take reasonable steps to ensure that MassMutual Agents and brokers who
are also registered representatives of MMLISI recommend the purchase of the
Contracts only upon reasonable grounds to believe that the purchase of the
Contracts is suitable for such applicant; and
(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
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specifically described herein or required under applicable federal or state
securities laws or NASD regulations. Such persons shall not be considered
employees of MMLISI and shall be considered agents of MMLISI only as and to
the extent required by such laws and regulations. Further, it is intended by
the parties hereto that such persons are and shall continue to be considered
to have a common law independent contractor relationship with MassMutual and
not to be common law employees of MassMutual.
5 REGISTRATION AND QUALIFICATION OF CONTRACTS. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MMLISI may reasonably be expected to sell. MassMutual shall advise
MMLISI promptly of any action of the SEC or any authorities of any state or
territory, of which it is aware, affecting registration or qualification of the
Separate Account, or rights to offer the Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, MassMutual will forthwith prepare and furnish to MMLISI,
without charge, amendments or supplements to the Registration Statement
sufficient to make the statements made in the Registration Statement as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. REPRESENTATIONS OF MASSMUTUAL. MassMutual represents and warrants to MMLISI
-----------------------------
as follows:
(a) MassMutual is an insurance company duly organized under the laws of
the Commonwealth of Massachusetts and is in good standing and is authorized
to conduct business under the laws of each state in which the Contracts are
sold, that the Separate Account was legally and validly established as a
segregated asset account under the Insurance Code of Massachusetts, and
that the Separate Account has been properly registered as a unit investment
trust in accordance with the provisions of the 1940 Act to serve as
segregated investment accounts for the Contracts.
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(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 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.
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(c) MMLISI shall comply with the Rules and the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Contracts.
8. EXPENSES. MMLISI shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and distributing
the Prospectuses, and all other expenses of preparing, printing and distributing
all other sales literature or material for use in connection with offering the
Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MMLISI agrees to ensure that its
registered representatives use only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in effect
in selling the Contracts. MMLISI is not authorized to give any information or
to make any representations concerning the Contracts other than those contained
in the current Registration Statement filed with the SEC or in such sales
literature as may be authorized by MassMutual.
MMLISI agrees to make timely filings with the SEC, the NASD, and such other
regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contracts and intended for distribution to
prospective investors. MassMutual shall review and approve all advertising and
sales literature concerning the Contracts utilized by MMLISI. MMLISI also
agrees to furnish to MassMutual copies of all agreements and plans it intends to
use in connection with any sales of the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on application
forms supplied by MassMutual, and shall be remitted by MMLISI promptly, together
with such forms and any other required documentation, directly to MassMutual at
the address indicated on such application or to such other address as MassMutual
may, from time to time, designate in writing. All applications are subject to
acceptance or rejection by MassMutual at its sole discretion.
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of MassMutual and
shall be transmitted immediately in accordance with the administrative
procedures of MassMutual without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MMLISI. Checks or money orders as payment on any
Contract shall be drawn to the order of Massachusetts Mutual Life Insurance
Company." No cash payments shall be accepted by MMLISI in connection with the
Contracts. Unless otherwise agreed to by MassMutual in writing, neither MMLISI
nor any of MassMutual's Agents nor any broker shall have an interest in any
surrender charges, deductions or other fees payable to MassMutual as set forth
herein.
12. INSURANCE LICENSES. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the Agents and brokers selling
the Contracts in all states or jurisdictions in which the Contracts are offered
for sale by such person. MassMutual reserves the right to refuse to appoint any
proposed Agent or broker, and to terminate an Agent or broker once appointed.
MassMutual agrees to 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
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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 $19,800 per year. Payments shall
commence and be made no later than December 31 of each year. The fee shall be
renegotiated annually commencing in 1997. The last agreed-to amount for this
fee shall remain in effect until the new fee is mutually agreed upon and is set
forth in a schedule attached hereto.
15. BOOKS AND RECORDS. MMLISI and MassMutual shall each cause to be maintained
and preserved for the period prescribed such accounts, books, and other
documents as are required of it by the 1934 Act and any other applicable laws
and regulations. In particular, without limiting the foregoing, MMLISI shall
cause all the books and records in connection with the offer and sale of the
Contracts by its registered representatives to be maintained and preserved in
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act,
to the extent that such requirements are applicable to the Contracts. The
books, accounts, and records of MMLISI and MassMutual as to all transactions
hereunder shall be maintained so as to disclose clearly and accurately the
nature and details of the transactions. The payment of premiums, purchase
payments, commissions and other fees and payments in connection with the
Contracts by its registered representatives shall be reflected on the books and
records of MMLISI as required under applicable NASD regulations and federal and
state securities laws requirements.
MMLISI and MassMutual, from time to time during the term of this Agreement,
shall divide the administrative responsibility for maintaining and preserving
the books, records and accounts kept in connection with the Contracts; provided,
however, in the case of books, records and accounts kept pursuant to a
requirement of applicable law or regulation, the ultimate and legal
responsibility for maintaining and preserving such books, records and accounts
shall be that of the party which is required to maintain or preserve such books,
records and accounts under the applicable law or regulation, and such books,
records and accounts shall be maintained and preserved under the supervision of
that party. MMLISI and MassMutual shall each cause the other to be furnished
with such reports as it may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under such regulations and laws, and
under the insurance laws of the Commonwealth of Massachusetts and any other
applicable 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
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applicable laws or regulations. In particular, without limiting the foregoing,
MassMutual agrees that any books and records it maintains pursuant to paragraph
15 of this Agreement which are required to be maintained under Rule 17a-3 or
17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance
with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act.
17. CONFIRMATIONS. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being sent
on behalf of MMLISI acting in the capacity of agent for MassMutual.
18. INDEMNIFICATION. MassMutual shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling persons
and hold such persons harmless, from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements, costs and expenses of any
nature whatsoever (including reasonable attorneys' fees and disbursements)
resulting or arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading, unless such statement or omission was made in reliance upon, and in
conformity with, written information furnished to MassMutual by MMLISI or its
registered representatives specifically for use in the preparation thereof, or
(ii) there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MMLISI will indemnify MassMutual, its officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) MMLISI or its registered representatives offered
or sold or engaged in any activity relating to the offer and sale of the
Contracts which was in violation of any provision of the federal securities laws
or, (ii) there is a material misrepresentation, material breach of warranty or
material failure to fulfill any covenant or warranty made or undertaken by
MMLISI hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of notice
of the commencement of any action by a third party, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this paragraph 18, notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve the
indemnifying party from liability which the indemnifying party may have to any
indemnified party otherwise than under this paragraph. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
19. INDEPENDENT CONTRACTOR. MMLISI shall be an independent contractor. MMLISI
is responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to others
through its agents or employees. MMLISI assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all employer
taxes thereunder.
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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 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. his 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.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf
and on behalf of MASSACHUSETTS
MUTUAL VARIABLE LIFE SEPARATE
ATTEST: SEPARATE ACCOUNT
/S/ Richard Howe By: /S/ Paul Adornato
------------------
Paul Adornato
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ATTEST: MML INVESTORS SERVICES, INC.
By: /S/ Kenneth M. Rickson
------------------------
Kenneth M. Rickson
President and Chief Operating Officer
/S/ Michael L. Kerley
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EXHIBIT 1(3)(C)
Form of Broker Dealer Selling Agreement.
FORM OF
BROKER-DEALER SELLING AGREEMENT
WHEREAS, MML Distributors, LLC ("Distributors) and the Broker-Dealer set forth
on Schedule "A" attached hereto and incorporated herein by reference are
registered with the Securities and Exchange Commission (the "SEC") as broker-
dealers under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and are members of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, Distributors has been appointed by Massachusetts Mutual Life Insurance
Company ("MassMutual"), MML Bay State Life Insurance Company ("MML Bay State"),
and C.M. Life Insurance Company ("CM Life") (collectively the "Insurance
Companies"; individually an "Insurance Company") to act as the principal
underwriter of certain variable annuity and variable life insurance products
that they issue; and
WHEREAS, Distributors has been authorized by the Insurance Companies to form
selling groups of duly licensed and registered broker-dealers to distribute
these variable annuity and variable life insurance products; and
WHEREAS, Broker-Dealer desires to sell the variable annuity and/or variable life
insurance products described on Schedule B, attached hereto and incorporated
herein by reference (the "Products"); and
WHEREAS, unless Broker-Dealer has insurance licenses in all states where it
offers and sells the Products, Broker-Dealer will consummate some of such sales
through one or more insurance agencies supervised and controlled by or under the
common control with Broker-Dealer (collectively, the "Agencies"; individually,
an "Agency").
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. AUTHORIZATION TO SELL AND SERVICE. Subject to the terms and conditions of
this Agreement, the Insurance Companies and Distributors appoint and
authorize Broker-Dealer and (if applicable) the Agencies set forth on
Schedule "C" attached hereto and incorporated herein by reference, to
solicit sales of and provide service with respect to the Products in all
states in which Broker-Dealer and (if applicable) Agencies is or are
properly licensed to conduct business (hereinafter Broker-Dealer and all
applicable Agencies are collectively referred to as the "Producers").
Producers are also authorized to deliver or arrange for delivery any
contracts issued by the Insurance Companies and to collect initial premiums
on such contracts. Producers hereby accept such appointment on a non-
exclusive basis and agree to use their best efforts to find purchasers for
the Products acceptable to the Insurance Companies.
2. COMMISSIONS. Compensation for sale of the Products by the registered
representatives of Broker-Dealer (the "Registered Representatives") shall
be paid as follows. In all states where Broker-Dealer is insurance
licensed, the appropriate Insurance Company shall pay to Broker-Dealer the
commissions set forth on Schedule "B" (hereinafter referred to as the
"Commissions"). In all states where the Broker-Dealer is not insurance
licensed, Commissions related to sales by the Registered Representatives in
those states will be paid to the appropriate Agencies designated on
Schedule "C". The appropriate Agency is the Agency which is properly
insurance licensed in the state where the sales are made and for which
Commissions are being paid.
Commissions will be paid only on premiums paid to and retained by an
Insurance Company on Products issued in accordance with applications
tendered pursuant to this Agreement. The Insurance Companies
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expressly reserve the right to transfer future compensation on Products to
other broker-dealers or registered representatives in the event the owner
of a Product so requests.
The Insurance Companies reserve the unconditional right, upon thirty (30)
days notice, to change the Commissions payable for Products issued,
renewed, converted, exchanged or otherwise modified on or after the
effective date of such change, as set forth in the aforesaid notice of
change. No Commissions will be due and payable for any surrendered, lapsed
or canceled Products which are subsequently reinstated or rewritten through
efforts of representatives of an Insurance Company other than Registered
Representatives.
All Commissions, without regard to which of the Products are sold, shall be
subject to chargeback in accordance with the terms and conditions set forth
on Schedule "B" or any attachment thereto.
3. PRODUCT AVAILABILITY. The Insurance Companies have qualified the Products
for offer and sale under the applicable insurance laws of various states
and other jurisdictions. Producers and Registered Representatives shall
solicit applications for the Products only in states and jurisdictions
where such Products have been so qualified. Producers shall, upon request,
be provided with a list of those states and jurisdictions in which the
Products have been qualified for sale. The Insurance Companies shall file
and make all statements or reports as are or may be required by the laws of
such state or jurisdiction to maintain these qualifications in effect.
4. PROSPECTUSES. The Insurance Companies and Distributors have caused
registration statements to be prepared describing the material aspects of
the Products. The Insurance Companies represent and warrant for the
effective period of this Agreement that the prospectuses contained in the
registration statements for the Products (the "Prospectuses") do not and
will not contain any untrue statements of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were or
are made, not materially misleading. Distributors or its duly appointed
agent shall furnish Broker-Dealer, at no cost to Broker-Dealer, copies of
the Prospectuses in the number reasonably requested.
If any event shall occur as a result of which it is necessary to amend or
supplement the Prospectus for any Product in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, Distributors will promptly furnish to
Broker-Dealer, without charge, any amendments or supplements to the
Prospectuses prepared by the Insurance Companies and supplied to
Distributors sufficient to make the statements made in the Prospectus as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
5. SALES LITERATURE AND MATERIALS. In connection with the offer and sale of
the Products, Broker-Dealer is authorized to use both the Prospectuses
contained in the current registration statements for the Products and any
other sales materials relating to the Products that have been provided or
authorized by Distributors. Broker-Dealer shall not, and shall ensure that
Registered Representatives shall not: (i) print, publish, distribute or
utilize any advertising material, prospectuses, circulars, letters,
pamphlets, schedules, stationery, broadcasting or sales material of any
kind relating to the Products, Distributors or to the Insurance Companies
unless such material has been provided by Distributors for such use or
unless prior written approval of Distributors of such material is obtained,
or (ii) orally communicate any information or make representations other
than such information and representations contained in the Prospectuses,
the contracts for the Products, or in any written materials provided or
authorized by Distributors.
Producers are not authorized and are expressly forbidden on behalf of the
Insurance Companies to estimate future dividends or policy performance
except through the use of authorized projections or illustrations provided
by Distributors or an Insurance Company.
Upon termination of this Agreement, all Prospectuses, sales promotion
materials, advertising, circulars, and documents relating to the Products
shall be promptly returned to Distributors or, if requested by
Distributors, destroyed.
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6. PRODUCERS' REPRESENTATIONS AND RESPONSIBILITIES.
A. INSURANCE LICENSES. Broker-Dealer and/or (if applicable) Agencies
shall be properly licensed as an insurance agency, appointed with the
appropriate Insurance Company, and otherwise comply with all
applicable insurance licensing requirements in the jurisdictions where
Registered Representatives will be offering or selling the Products.
Broker-Dealer hereby represents that it is, and/or (if applicable),
the Agencies are, properly authorized under applicable state law to
receive insurance commissions generated from sales of the Products.
Producers shall ensure that all Registered Representatives are
properly insurance licensed and are appointed by the appropriate
Insurance Company for the sale of the Products in the jurisdictions
where Registered Representatives will be offering or selling the
Products. In states where such licensing and appointment must occur
prior to Producers' and/or Registered Representatives' soliciting any
sales of the Products, Producers shall ensure that such licensing and
appointment occur in compliance with such requirements. The Insurance
Companies will process all insurance licenses and appointments in
accordance with their standard procedures, and may, in their sole
discretion, refuse, terminate or discontinue any such license or
appointment without cause.
B. SECURITIES LICENSES. Broker-Dealer represents that it is properly
licensed and registered as a broker-dealer under applicable state and
federal securities law and is a member in good standing of the NASD.
Broker-Dealer shall maintain its broker-dealer registration under the
Exchange Act and, where required, in all jurisdictions where
Registered Representatives will be offering and selling the Products,
and shall always be a member in good standing of the NASD. Broker-
Dealer will notify Distributors immediately if it ceases to be so
registered or licensed or a member of the NASD. Broker-Dealer shall
have all Registered Representatives who will be soliciting and
servicing the Products duly registered with the NASD as registered
representatives and, where required, licensed with applicable state
securities authorities.
C. LACK OF LICENSES. If a Registered Representative fails to maintain
the required licenses and appointments Producers shall immediately
notify the appropriate Insurance Company and shall advise such
Registered Representative that he or she is no longer authorized to
sell the Products. Producers shall take all additional action
necessary to terminate the sales activities of such Registered
Representatives relating to the Products.
D. BACKGROUND INVESTIGATIONS. Producers shall investigate all Registered
Representatives relative to their business reputation and competency
to sell the Products. Producers shall cause such Registered
Representatives' qualifications to be certified to the satisfaction of
Distributors and the appropriate Insurance Company.
E. SUPERVISION. All Registered Representatives and Agencies are persons
associated with Broker-Dealer as defined in Section 3(a)(18) of the
Exchange Act. Accordingly, Broker-Dealer has full responsibility for
the sales activities of all Registered Representatives and Agencies
engaged directly or indirectly in the offer or sale of the Products.
Producers shall: (i) train and supervise all Registered
Representatives; (ii) establish such procedures as are necessary to
ensure that all Registered Representatives are properly insurance and
securities licensed; and (iii) upon request by an Insurance Company,
furnish such records as are necessary to establish that all Registered
Representatives are properly licensed, trained and supervised. If a
Registered Representative fails to meet the supervisory standards
imposed by Producers, Producers shall advise the appropriate Insurance
Company and such Registered Representative that he/she is no longer
authorized to sell the Products.
F. SUITABILITY. Producers shall ensure that Registered Representatives
recommend the purchase of the Products only if the Registered
Representatives have reasonable grounds to believe that such
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purchase is suitable for the applicant. A registered principal of
Broker-Dealer will make and record all such determinations.
G. DELIVERY OF PROSPECTUSES. Broker-Dealer shall, in compliance with
applicable federal and state securities laws, distribute a current
Prospectus to each person to whom a Product is offered or sold .
H. DELIVERY OF CONTRACTS. If an Insurance Company sends a contract for a
Product to a Producer, then Producers will assure that: (1) the
contract is delivered to the purchaser no later than 5 business days
after Producer's receipt of the contract, and (2) appropriate evidence
of such delivery to the purchaser is maintained. Producers, in
accordance with section 8 of this Agreement, shall be fully
responsible for any and all losses and expenses incurred by an
Insurance Company or Distributors as a result of Producers' failure to
satisfy the obligations set forth in this section.
I. BOOKS AND RECORDS. Producers shall maintain all books and records
required by applicable laws and regulations in connection with the
offer and sale of the Products. The books, accounts and records of
Producers relating to the sale of the Products shall be maintained so
as to clearly and accurately disclose the nature and details of the
transactions. Without limiting the foregoing, the receipt and payment
of Commissions by Producers pursuant to this Agreement shall be
reflected on Broker-Dealer's and Agencies' books and records.
J. CONFIDENTIALITY. Producers shall keep confidential all information
obtained pursuant to this Agreement (including, without limitation,
names of the purchasers of the Products) and shall disclose such
information only if the appropriate Insurance Company has authorized
such disclosure in writing or if such disclosure is expressly required
by duly authorized federal or state regulatory authorities.
K. COMPLIANCE WITH LAWS. Producers shall, and shall ensure that
Registered Representatives, comply with all requirements of the NASD,
the Exchange Act and all other federal and/or state laws applicable to
the solicitation, sale and service of the Products including, without
limitation, all insurance regulations pertaining to replacements and
the rebating of commissions.
L. PAYMENT OF COMMISSIONS TO AGENCIES. If commission payments are to be
made to Agencies, as provided in Section 2 of this Agreement,
Producers certify that they have received appropriate "no action"
relief from the SEC, or will conduct the business operations of
Broker-Dealer and Agencies in a manner consistent with applicable
securities law requirements, such that Agencies need not be registered
as broker-dealers under the Exchange Act. Producers agree to provide
Distributors and the appropriate Insurance Company, upon request,
copies of their "no action" letter or with other evidence that
Agencies' receipt of commissions for Products is permissible under the
Exchange Act and NASD rules.
M. PAYMENT OF COMMISSIONS TO REGISTERED REPRESENTATIVES. Producers shall
pay compensation for the sale of the Products only to Registered
Representatives who, at the time of sale, are properly insurance
licensed and appointed with the appropriate Insurance Company and
registered with the NASD and, where required, properly licensed with
state securities authorities. Producers shall be solely responsible
for the payment of any commissions, payments or other consideration of
any kind whatsoever to the Registered Representatives in connection
with the sale of the Products. Registered Representatives shall have
no recourse against either the Insurance Companies or Distributors in
the event Producers fail to deliver such compensation to Registered
Representatives.
N. UNREGISTERED PERSONNEL. Producers shall ensure that their
unregistered personnel: are not involved in effecting securities
transactions, do not recommend securities or provide other investment
advice, do not respond to questions that require knowledge of the
securities business,
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direct all securities-related questions to Registered Representatives,
provide only clerical or ministerial assistance with respect to
securities transactions, do not handle customer funds or customer
securities, and do not receive any commissions or other transaction-
related compensation for sales of Products.
O. AUTHORITY. Producers represent that this Agreement has been duly
authorized, executed and delivered by Producers, constitutes a valid
and legally binding obligation, and that neither the execution and
delivery of this Agreement by Producers nor the consummation of the
transactions contemplated herein will result in a breach or violation
of any applicable provision of law or the NASD Conduct Rules, or any
judicial or administrative orders in which Producers are named or any
material agreement or instrument to which they are a party or by which
they are bound.
7. INVESTIGATIONS AND CUSTOMER COMPLAINTS. Producers agree to cooperate fully
in any insurance, securities or other regulatory investigation, inquiry,
inspection or proceeding or in any judicial proceeding arising in
connection with the Products sold or attempted to be sold by the Producers
and/or the Registered Representatives. Producers shall permit applicable
federal and state securities, insurance and other regulatory authorities to
audit their records and shall furnish the foregoing authorities with any
information which such authorities may request in order to ascertain
whether Producers are complying with all applicable laws and/or regulations
with respect to sales of the Products. Producers agree to cooperate with
the Insurance Companies and Distributors in resolving all customer
complaints involving Producers and/or Registered Representatives with
respect to the Products.
Without limiting the foregoing: (1) an Insurance Company or Distributors
will promptly notify Producers of any customer complaint or notice of any
regulatory inspection, inquiry, investigation or proceeding or judicial
proceeding received by the Insurance Company or Distributors with respect
to the Producers or Registered Representatives concerning the Products; and
(2) Producers will promptly notify the appropriate Insurance Company or
Distributors of any customer complaint or notice of any regulatory
inspection, inquiry, investigation or proceeding or judicial proceeding
received by Producers with respect to the Insurance Company, Distributors,
Registered Representatives or Producers concerning the Products.
8. INDEMNIFICATION. Each Insurance Company and Distributors hereby agree to
indemnify and hold harmless Producers and each of their employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which Producers or such affiliates, controlling persons,
officers or directors become subject, under the Securities Act of 1933 or
otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon the Insurance
Company's or Distributors' performance, non-performance or breach of this
Agreement, or are based upon any untrue statement contained in, or material
omission from, the Prospectus for a Product issued by that Insurance
Company.
Producers shall indemnify and hold harmless the Insurance Companies and
Distributors, their officers, directors, employees, and controlling persons
from and against any damages, losses, liabilities, judgments, settlements,
costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and court costs) or causes of action, asserted or brought
by anyone, resulting or arising out of or based upon an allegation or
finding of: (i) any act or omission of Producers, their employees,
Registered Representatives, associated persons or agents in connection with
the offer or sale of the Products; (ii) any misrepresentation, breach of
warranty or failure to fulfill any covenant, warranty, or obligation made
or undertaken by Producers hereunder; or (iii) any breach or violation of
any of the administrative policies communicated by an Insurance Company or
Distributors to Producers.
9. PAYMENTS BY CUSTOMERS. All money payable in connection with the Products,
whether as premium or otherwise, and whether paid by or on behalf of the
owner of any Product or anyone else having an interest in the Products, is
the exclusive property of the appropriate Insurance Company and shall be
drawn payable to Massachusetts Mutual Life Insurance Company, MML Bay State
Life Insurance Company, or C.M. Life Insurance Company, as appropriate.
Such payments shall be promptly transmitted to the appropriate Insurance
Company and shall not be commingled with Producers' personal funds.
Producers are not authorized to deduct commissions, service fees,
allowances or any other offset for compensation
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claimed by Producers from such payments. No cash payments shall be accepted
by Producers in connection with the Products.
10. SUBMISSION OF APPLICATIONS. Broker-Dealer shall review all applications
for completeness and suitability to ensure that the application complies
with all requirements set forth in the current Prospectus and other
administrative rules established by the Insurance Companies before
submitting such applications to the Insurance Companies. Producers shall
make available to the appropriate Insurance Company all information,
whether favorable or unfavorable, which comes into Producers' possession
concerning the underwriting of any risks under a Product. Producers shall
follow established Insurance Company administrative procedures with regard
to the processing of applications and related documents. The Insurance
Companies will, as appropriate, advise Producers of these procedures.
All applications, enrollment forms, and other Insurance Company forms
received by Producers in connection with the Products shall be forwarded to
the appropriate Insurance Company's designated office promptly after
receipt by the Producers. All such documents shall be on forms supplied by
the appropriate Insurance Company and are subject to acceptance or
rejection by Distributors and the appropriate Insurance Company in their
sole discretion. If an application or payment is rejected by an Insurance
Company or Distributors and Broker-Dealer has received compensation based
on the rejected payment or application, Broker-Dealer shall promptly repay
such compensation to the appropriate Insurance Company.
11. FIDELITY BOND. Producers represent that all of their directors, officers,
employees and Registered Representatives are and shall be continuously
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained at Producers' expense and shall be, at least, of the form, type
and amount required under the NASD Conduct Rules. Distributors may require
evidence, satisfactory to it, that such coverage is in force, and Producers
shall give prompt written notice to Distributors of any cancellation or
change of coverage.
Producers hereby assign any proceeds received from the fidelity bonding
company to the Insurance Company and Distributors to the extent of the
Insurance Company's and Distributors' loss due to activities covered by the
bond. If there is any deficiency amount, whether due to a deductible or
otherwise, Producers shall promptly pay the Insurance Company or
Distributors such amount on demand. Producers hereby agree to indemnify
and hold harmless the Insurance Companies and Distributors from any such
deficiency and from the costs of collection (including reasonable
attorneys' fees).
12. INDEPENDENT CONTRACTORS. Producers and their Registered Representatives
are independent contractors with respect to the Insurance Companies and
Distributors and shall not have the right to hold themselves out as
employees, partners, or joint venturers of the Insurance Companies or
Distributors in connection with the solicitation of the Products or
otherwise. Producers may exercise their own judgment as to the time and
manner and performance of their services, except that they shall conform
with the rules, regulations and policies of the Insurance Companies and
Distributors at all times.
13. LIMITATIONS ON AUTHORITY. Producers and Registered Representatives are not
authorized and are expressly forbidden on behalf of the Insurance Companies
to make, alter, modify, waive or change any of the terms, rates or
conditions of any Insurance Company's forms, Products, contracts or
advertising materials. Producers shall not discharge any provision(s) of
the Products, waive any forfeitures, grant, permit, or extend the time of
making any payments, guarantee earnings, dividends or rates, alter or
substitute the forms which an Insurance Company may prescribe, incur
indebtedness on behalf of the Insurance Companies or Distributors, or enter
into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of an Insurance Company or Distributors.
14. OFFSETS. The Insurance Companies and Distributors may deduct from any
compensation due under this Agreement any debt, whether arising under
Sections 8 or 10 of this Agreement or otherwise, of Producers to an
Insurance Company or to Distributors or any of their affiliates or
subsidiaries. This right of offset is in addition to all other rights the
Insurance Companies and Distributors may have at law or in equity regarding
the collection of debts generally.
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15. NOTICES. All notices or communications to an Insurance Company shall be
sent to: Massachusetts Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut 06154, Attn: Annuity Strategic Business. All notices
sent to Distributors shall be sent to: MML Distributors, LLC, 1414 Main
Street, Springfield, Ma. 01144, Attn: Chief Legal Officer. All notices or
communications to Producers shall be sent to the addresses set forth on the
applicable Schedule pages of this Agreement. Any party may change the
address to which notices or communications are to be sent by giving written
notice to the other parties.
16. TERM OF AGREEMENT. This Agreement shall be effective as of the latest date
appearing on the signature page hereof and shall continue until terminated.
This Agreement shall be terminated immediately if Producers materially
breach this Agreement or if Broker-Dealer shall cease to be registered
under the Exchange Act or be a member in good standing of the NASD. Any
party may terminate this Agreement at any time, without cause, upon written
notice to the other parties. Upon termination of this Agreement, all
authorizations, rights and obligations shall cease except Sections 6(j), 7,
8, 10 and 14 of this Agreement shall survive the termination of this
Agreement, and Producers shall settle all accounts with the Insurance
Companies and shall continue to be responsible for all applicable
chargebacks. Upon termination of this Agreement, Producers shall be
entitled to receive all commissions on Products issued on applications
received by an Insurance Company prior to such termination subject to the
provisions of Section 14 of this Agreement.
17. AMENDMENTS. The Insurance Companies and Distributors reserve the
unconditional right to modify the Products, to amend this Agreement and the
Schedules attached hereto, and to suspend the sale of any of the Products
at any time. The submission of an application by Producers after notice of
any such amendment has been sent to Producers shall constitute the
Producers' agreement to any such amendment.
18. MISCELLANEOUS.
a. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective heirs, administrators,
executors, estates, successors and assigns provided that Producers may
not assign or amend this Agreement or any rights or obligations
hereunder without the prior written consent of Distributors and the
Insurance Companies.
b. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts and constitutes the entire agreement and understanding
between the parties hereto with respect to the Products. .
c. Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of
such conditions and no waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provisions.
d. This Agreement may be executed in one or more counterparts, each of
which shall be deemed in all respects an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
_____________________________ Date:
MML BAY STATE LIFE INSURANCE COMPANY C.M. LIFE INSURANCE COMPANY
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______________________________ By:
DISTRIBUTORS, LLC.
______________________________
______________________________ Date:
Print Name of BROKER-DEALER Above
______________________________
Authorized Officer Sign Above
Date:
______________________________
Print Name of AGENCY Above
____________________________________________
Authorized Officer Sign Above
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[LETTER HEAD OF MASS MUTUAL APPEARS HERE]
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER
- --------------------------------------------------------------------------------
________________________________________________________________________________
READ THIS CERTIFICATE WITH RIDER CAREFULLY. It has been written in readable
language to help in understanding its terms. We have used examples to explain
some of its provisions. These examples do not reflect the actual amounts or
status of this certificate with rider. In this certificate with rider, the
words "we," "us," and "our" refer to Massachusetts Mutual Life Insurance
Company.
This certificate with rider is not a life insurance policy. It is, instead, a
statement of the insurance provided by a Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable Rider we have issued to the Trustee
named on the Schedule Page. This certificate with rider often uses the word
"certificate with rider" for ease in referring to insurance values or benefits
provided under that Group Flexible Premium Adjustable Life Insurance Policy To
Age 95 With Variable Rider. Some provisions of the Group Flexible Premium
Adjustable Life Insurance Policy To Age 95 With Variable Rider are shown in
this certificate with rider. However, the terms and provisions of the Group
Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider
control. We will, subject to those terms and provisions, pay the death benefit
to the Beneficiary when due proof of the Insured's death is received at our
Home Office.
For service or information on this certificate with rider, contact our Home
Office.
RIGHT TO RETURN THE CERTIFICATE. The Owner may return the certificate within 10
days after the Owner receives it. The Owner may return the certificate by
delivering or mailing it to our Home Office. Then, the certificate will be as
though it had never been issued. We will promptly refund any premium paid for
the certificate.
THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE POLICY TO AGE 95 WITH
VARIABLE RIDER IS A RHODE ISLAND CONTRACT. THIS CERTIFICATE WITH RIDER IS,
THEREFORE, GOVERNED PRIMARILY BY THE LAWS OF THE STATE OF RHODE ISLAND.
John J. Pajak SIGNATURE ILLEGIBLE
President Secretary
Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 With
Variable Rider
This Certificate With Rider provides that: Insurance is payable upon death of
the Insured before age 95.
Within specified limits, flexible premiums may be paid
during the Insured's lifetime.
THE AMOUNT OF DEATH BENEFIT AND THE DURATION OF INSURANCE COVERAGE MAY BE FIXED
OR VARIABLE AS DESCRIBED IN
PARTS 3 AND 5.
THE VARIABLE ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNT. THERE ARE
NO MINIMUM GUARANTEES AS TO THE VARIABLE ACCOUNT VALUE.
THE FIXED ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER EARNS INTEREST AT A RATE
NOT LESS THAN THE MINIMUM DESCRIBED IN THE INTEREST ON FIXED ACCOUNT VALUE
PROVISION.
<PAGE>
CERTIFICATE WITH RIDER SUMMARY
This Summary briefly describes some of the major provisions of the Group
Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider
which are shown in this certificate with rider. Since this Summary does not go
into detail, the actual provisions will control. See those provisions for full
information and any limits that may apply. The "Where To Find It" on the inside
of the back cover shows where these provisions may be found.
The insurance provided is variable life insurance. We will pay a death benefit
if an individual Insured dies while the insurance is in force. "In force" means
that the insurance on the Insured has not terminated. "Variable" means that all
values which depend on the investment performance of the Separate Account shown
on the Schedule Page are not guaranteed as to dollar amount.
Premiums for this insurance are flexible. After the minimum initial premium has
been paid, there is no requirement that any specific amount of premium be paid
on any date. Instead, within the limits stated in this certificate with rider,
any amount may be paid on any date before the death of the Insured.
Premiums are applied to increase the value of this certificate with rider.
Monthly charges are deducted from the value of this certificate with rider each
month. If there is not enough value to pay the monthly charges for a month, the
insurance will terminate at the end of 61 days. There is, however, a right to
reinstate the insurance.
There are other rights available while the Insured is living. These include:
. The right to assign this certificate with rider.
. The right to change the Owner or any Beneficiary.
. The right to fully surrender the insurance.
. The right to make withdrawals.
. The right to make loans.
. The Right To Increase or decrease the Selected Face Amount.
. The right to allocate net premiums among the Guaranteed Principal
Account and the divisions of the Separate Account.
. The right to transfer values among the Guaranteed Principal Account and
the divisions of the Separate Account.
. The right to change the Death Benefit Option.
The certificate with rider also describes a number of Payment Options. These
provide alternate ways to pay the death benefit or the amount payable upon full
surrender.
<PAGE>
THE SCHEDULE PAGE
THIS PAGE SHOWS SPECIFIC INFORMATION ABOUT THIS CERTIFICATE WITH RIDER AND IS
REFERRED TO THROUGHOUT THE CERTIFICATE WITH RIDER
CERTIFICATE WITH RIDER NUMBER 0 000 000
INSURED JOHN A DOE
SELECTED FACE AMOUNT [$100,000]
EMPLOYER
TRUSTEE [THE CONSORTIUM TRUST]
[THE TERMS OF THIS GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER REPLACE AND SUPERSEDE THE TERMS AND PROVISIONS OF
THE GROUP FLEXIBLE PREMIUM ADJUSTMENT LIFE INSURANCE CERTIFICATE TO AGE 95]
ISSUE DATE DEC 01 1997
CERTIFICATE DATE DEC 01 1997
CERTIFICATE RIDER ADD-ON DATE JAN 01 1998
PAID-UP CERTIFICATE DATE DEC 01 2057
INSURED'S AGE ON CERTIFICATE DATE 35
- --------------------------------------------------------------------------------
BASIC CERTIFICATE WITH RIDER INFORMATION
- ----------------------------------------
SELECTED MINIMUM DEATH
PLAN FACE AMOUNT FACE AMOUNT BENEFIT OPTION
- ---- ----------- ----------- --------------
GROUP FLEXIBLE PREMIUM [100,000] SEE MINIMUM FACE A
ADJUSTABLE LIFE INSURANCE AMOUNT PROVISION
CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
- --------------------------------------------------------------------------------
PREMIUM INFORMATION
- -------------------
MINIMUM INITIAL RIDER PREMIUM $ 500.00
MODAL TERM ANNUAL
A NET PREMIUM IS 95.00% MINUS THE SUM OF (I) A PERCENTAGE EQUAL TO THE
APPLICABLE STATE PREMIUM TAX RATE AND (II) A PERCENTAGE REPRESENTING THE
AMORTIZED FEDERAL DEFERRED ACQUISITION TAX, OF PREMIUMS PAID.
NET PREMIUM ALLOCATION LIMITATIONS
- ----------------------------------
THE INITIAL NET PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT.
AT THE END OF THE RIGHT TO RETURN PERIOD, THE ACCOUNT VALUE IN EXCESS OF ONE
BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT
AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE CERTIFICATE WITH
RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO MASSACHUSETTS
MUTUAL'S ALLOCATION RULES.
<PAGE>
SUBSEQUENT NET PREMIUM PAYMENTS ATTRIBUTABLE TO THE BILLED MODAL TERM PREMIUM
WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT. ANY NET PREMIUM AMOUNTS
OTHER THAN THE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED
PRINCIPAL ACCOUNT AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE
CERTIFICATE WITH RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO
MASSACHUSETTS MUTUAL'S ALLOCATION RULES.
NET PREMIUM ALLOCATIONS ARE ONLY ALLOWED AMONG EIGHT DIVISIONS AND THE
GUARANTEED PRINCIPAL ACCOUNT AT ONE TIME. TO ALLOCATE NET PREMIUM TO ONE OR
MORE OF THE OTHER DIVISIONS, THERE MUST FIRST BE A TRANSFER OUT OF ONE OR MORE
OF THE DIVISIONS TO WHICH ALLOCATIONS ARE CURRENTLY MADE.
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT INFORMATION
- ----------------------------
THE SEPARATE ACCOUNT REFERRED TO IN THIS CERTIFICATE WITH RIDER IS
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I.
THE DIVISIONS OF THE SEPARATE ACCOUNT ARE:
[MML EQUITY INDEX DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF THE MML EQUITY INDEX FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
SUBSTANTIALLY ALL OF ITS ASSETS, TO THE EXTENT PRACTICABLE, IN THE STOCKS THAT
COMPOSE THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX.
OPPENHEIMER MONEY DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER MONEY FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY
IN "MONEY MARKET" SECURITIES CONSISTENT WITH LOW CAPITAL RISK AND MAINTENANCE OF
LIQUIDITY.
OPPENHEIMER HIGH INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER HIGH INCOME FUND, OR ITS SUCCESSORS. THIS FUND
INVESTS PRIMARILY IN LOWER-RATED, HIGH YIELD, HIGH RISK INCOME SECURITIES.
OPPENHEIMER BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER BOND FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY
IN HIGH-YIELD FIXED-INCOME SECURITIES RATED "Baa" OR BETTER BY MOODY'S OR "BBB"
OR BETTER BY STANDARD & POOR'S. SECONDARILY, THIS FUND SEEKS CAPITAL GROWTH
CONSISTENT WITH ITS PRIMARY OBJECTIVE.
OPPENHEIMER CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER CAPITAL APPRECIATION FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF "GROWTH-TYPE"
COMPANIES.
OPPENHEIMER GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER GROWTH FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
PRIMARILY IN SECURITIES OF WELL-KNOWN ESTABLISHED COMPANIES.
OPPENHEIMER GLOBAL SECURITIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER GLOBAL SECURITIES FUND, OR ITS SUCCESSOR.
THIS FUND INVESTS PRIMARILY IN SECURITIES OF FOREIGN ISSUERS, "GROWTH-TYPE"
COMPANIES, CYCLICAL INDUSTRIES AND SPECIAL SITUATIONS.
OPPENHEIMER STRATEGIC BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER STRATEGIC BOND FUND, OR ITS SUCCESSOR. THIS
FUND INVESTS PRIMARILY IN (i) FOREIGN GOVERNMENT AND CORPORATE DEBT SECURITIES;
(ii) U.S. GOVERNMENT SECURITIES; AND (iii) LOWER-RATED HIGH-YIELD, HIGH-RISK
DOMESTIC DEBT SECURITIES, COMMONLY KNOWN AS "JUNK BONDS", WHICH ARE SUBJECT TO A
GREATER RISK OF LOSS THAN HIGHER-RATED SECURITIES.
<PAGE>
OPPENHEIMER GROWTH AND INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER GROWTH AND INCOME FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN EQUITY AND DEBT SECURITIES.
OPPENHEIMER MULTIPLE STRATEGIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER MULTIPLE STRATEGIES FUND, OR ITS
SUCCESSOR. THE FUND INVESTS PRIMARILY IN COMMON STOCKS AND OTHER EQUITY
SECURITIES, BONDS AND OTHER DEBT SECURITIES, AND "MONEY MARKET" INSTRUMENTS
AND SECURITIES.
PANORAMA GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF THE PANORAMA GROWTH PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO
INVESTS PRIMARILY IN COMMON STOCKS WITH LOW PRICE-EARNINGS RATIOS AND
BETTER THAN ANTICIPATED EARNINGS.
PANORAMA INTERNATIONAL EQUITY DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF THE PANORAMA INTERNATIONAL EQUITY PORTFOLIO,
OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN EQUITY SECURITIES OF
COMPANIES BASED OUTSIDE OF THE UNITED STATES.
PANORAMA TOTAL RETURN DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA TOTAL RETURN PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN STOCKS, CORPORATE BONDS,
U.S. GOVERNMENT SECURITIES, AND MONEY MARKET INSTRUMENTS.
PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN CAPITAL
APPRECIATION PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY
IN EQUITY SECURITIES.
PANORAMA LIFESPAN BALANCED DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA LIFESPAN BALANCED PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS IN EQUITY SECURITIES AND FIXED INCOME
SECURITIES WITH A SLIGHTLY STRONGER FOCUS ON EQUITY SECURITIES.
PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN DIVERSIFIED INCOME
PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS IN FIXED INCOME
SECURITIES.]
- --------------------------------------------------------------------------------
LIMITATIONS ON TRANSFERS
- ------------------------
TRANSFERS MAY ONLY BE IN WHOLE-NUMBER PERCENTAGES OR DOLLAR AMOUNTS.
THERE IS NO LIMIT ON THE NUMBER OF TRANSFERS ALLOWED, BUT WE RESERVE THE RIGHT
TO CHARGE A MAXIMUM FEE OF $10 PER TRANSFER IF THERE ARE MORE THAN SIX TRANSFERS
IN A CERTIFICATE YEAR. ONLY ONE TRANSFER MAY BE MADE FROM THE GUARANTEED
PRINCIPAL ACCOUNT IN ANY CERTIFICATE YEAR AND ANY TRANSFER FROM THE GUARANTEED
PRINCIPAL ACCOUNT CANNOT BE MORE THAN 25% OF THE FIXED ACCOUNT VALUE OF THIS
CERTIFICATE WITH RIDER (EXCLUDING CERTIFICATE WITH RIDER DEBT) ON THE DATE
THE TRANSFER IS MADE. THE REMAINING ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL
ACCOUNT AFTER TRANSFER MUST BE AT LEAST THE SUM OF THE CERTIFICATE WITH RIDER
DEBT PLUS ONE PLUS THE NUMBER OF MONTHLY CALCULATION DATES REMAINING IN THE
MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE
WITH RIDER.
HOWEVER, IF IN EACH OF THE PREVIOUS THREE CERTIFICATE YEARS 25% OF THE FIXED
ACCOUNT VALUE HAS BERN TRANSFERRED AND THERE HAVE BEEN NO PREMIUM PAYMENTS OR
TRANSFERS TO THE GUARANTEED PRINCIPAL ACCOUNT (EXCEPT AS THE RESULT OF A
LOAN), 100% OF THE FIXED ACCOUNT VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING
CERTIFICATE WITH RIDER DEBT AND ONE PLUS THE NUMBER OF MONTHLY CALCULATION DATES
REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE
FOR THE CERTIFICATE WITH RIDER) MAY BE TRANSFERRED TO THE SEPARATE ACCOUNT.
<PAGE>
THE ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL ACCOUNT EQUAL TO ANY CERTIFICATE
WITH RIDER DEBT PLUS AN AMOUNT EQUAL TO THE NUMBER OF MONTHLY CALCULATION DATES
REMAINING IN THE MODAL TERM UP TO AND INCLUDING THE CURRENT MONTHLY CALCULATION
DATE MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH
RIDER CANNOT BE TRANSFERRED TO THE SEPARATE ACCOUNT. ALL TRANSFERS MADE ON ONE
VALUATION DATE ARE CONSIDERED ONE TRANSFER.
ALL VALUES MAY BE TRANSFERRED TO THE GUARANTEED PRINCIPAL ACCOUNT AT ANY TIME,
REGARDLESS OF THE NUMBER OF TRANSFERS PREVIOUSLY MADE.
THESE LIMITATIONS DO NOT APPLY TO TRANSFERS RESULTING FROM A CERTIFICATE WITH
RIDER LOAN.
AT ANY ONE TIME, THE CERTIFICATE WITH RIDER ACCOUNT VALUE MAY BE ALLOCATED TO NO
MORE THAN EIGHT DIVISIONS OF THE SEPARATE ACCOUNT AND THE GUARANTEED PRINCIPAL
ACCOUNT. TO TRANSFER ACCOUNT VALUE TO A NINTH DIVISION OF THE SEPARATE ACCOUNT,
A TRANSFER OF 100% OF THE ACCOUNT VALUE FROM ONE OR MORE OF THE EIGHT
DIVISION(S) TO WHICH ALLOCATIONS ARE CURRENTLY MADE WILL BE REQUIRED.
- --------------------------------------------------------------------------------
OTHER INFORMATION
- -----------------
AN ADMINISTRATIVE CHARGE IS DEDUCTED FROM THE ACCOUNT VALUE ON EACH MONTHLY
CALCULATION DATE. IT WILL NOT BE MORE THAN $9.00 PER MONTH.
THIS IS A UNISMOKER'S CERTIFICATE WITH RIDER
THIS CERTIFICATE WITH RIDER HAS BEEN ISSUED ON A UNISEX RATE BASIS.
THIS CERTIFICATE WITH RIDER WAS ISSUED ON A GUARANTEED-ISSUE UNDERWRITING
BASIS.
OWNER AND BENEFICIARY - SEE APPLICATION ATTACHED TO THIS CERTIFICATE WITH
RIDER.
TYPE OF LOAN INTEREST RATE - [ADJUSTABLE]
- --------------------------------------------------------------------------------
BASIS OF COMPUTATION - FOR MAXIMUM MONTHLY MORTALITY CHARGES AND MINIMUM ANNUAL
- --------------------
INTEREST RATE FOR THE GUARANTEED PRINCIPAL ACCOUNT.
MORTALITY TABLE -- 125% TIMES THE COMMISSIONER'S 1980 STANDARD ORDINARY AGE LAST
ULTIMATE MORTALITY TABLE - B
MINIMUM ANNUAL INTEREST RATE ON THE FIXED ACCOUNT VALUE -- 3% PER YEAR
NET INVESTMENT FACTOR ASSET CHARGE -- NOT MORE THAN .000027262 FOR EACH DAY OF A
VALUATION PERIOD. SEE PART 7.
<PAGE>
TABLE OF MAXIMUM MONTHLY MORTALITY CHARGES
THESE MAXIMUM MONTHLY MORTALITY CHARGES ARE FOR EACH $1,000 OF INSURANCE
WHICH REQUIRES A CHARGE.
POLICY MAXIMUM MONTHLY POLICY MAXIMUM MONTHLY
YEAR BEGINNING MORTALITY CHARGE YEAR BEGINNING MORTALITY CHARGE
- -------------- ---------------- -------------- ---------------
DEC O1 1997 0.21697 DEC 01 2032 3.98026
DEC O1 1998 0.23160 DEC 01 2033 4.37835
DEC 01 1999 0.24832 DEC 01 2034 4.84059
DEC 01 2000 0.26818 DEC 01 2035 5.36924
DEC 01 2001 0.29118 DEC 01 2036 5.95665
DEC 01 2002 0.31627 DEC 01 2037 6.59279
DEC 01 2003 0.34347 DEC 01 2038 7.26738
DEC O1 2004 0.37278 DEC 01 2039 7.97215
DEC O1 2005 0.40314 DEC 01 2040 8.71718
DEC 01 2006 0.43665 DEC 01 2041 9.52716
DEC 01 2007 0.47228 DEC 01 2042 10.43385
DEC 01 2008 0.51002 DEC 01 2043 11.46954
DEC 01 2009 0.54988 DEC 01 2044 12.66261
DEC 01 2010 0.59290 DEC 01 2045 14.01142
DEC 01 2011 0.64016 DEC 01 1046 15.49838
DEC 01 2012 0.69374 DEC O1 2047 17.10115
DEC 01 2013 0.75368 DEC 01 2048 18.80509
DEC 01 2014 0.82103 DEC 01 2049 20.61342
DEC 01 2015 0.89793 DEC 01 2050 22.52977
DEC 01 2016 0.98228 DEC 01 2051 24.57963
DEC 01 2017 1.07202 DEC 01 2052 26.80461
DEC 01 2018 1.16714 DEC 01 2053 29.28335
DEC 01 2019 1.26662 DEC 01 2054 32.14024
DEC 01 2020 1.37152 DEC 01 2055 35.68663
DEC O1 2021 1.48719 DEC 01 2056 40.66141
DEC O1 2O22 1.61687
DEC O1 2023 1.76274
DEC O1 2024 1.93132
DEC 01 2025 2.12275
DEC 01 2026 2.33398
DEC O1 2027 2.56195
DEC 01 2028 2.80463
DEC 01 2029 3.06000
DEC 01 2030 3.33363
DEC 01 2031 3.63661
CERTIFICATE WITH RIDER NO. 0 000 000 -2-
<PAGE>
TABLE OF MINIMUM FACE AMOUNT PERCENTAGES
THE MINIMUM FACE AMOUNT ON ANY DATE IS A PERCENTAGE OF THE ACCOUNT VALUE
ON THAT DATE. THE PERCENTAGES WHICH APPLY ARE SHOWN BELOW.
<TABLE>
<CAPTION>
POLICY YEAR MINIMUM FACE POLICY YEAR MINIMUM FACE
BEGINNING AMOUNT PERCENTAGE BEGINNING AMOUNT PERCENTAGE
- ----------- ----------------- ----------- -----------------
<S> <C> <C> <C>
DEC 01 1997 411% DEC 01 2032 154%
DEC 0l 1998 397 DEC 01 2033 151
DEC 01 1999 384 DEC 0l 2034 148
DEC 01 2000 372 DEC 01 2035 145
DEC 0l 2001 360 DEC 01 2036 142
DEC 01 2002 349 DEC 01 2037 140
DEC 01 2003 338 DEC 01 2038 137
DEC 01 2004 327 DEC 01 2039 135
DEC 01 2005 317 DEC 0l 2040 133
DEC 0l 2006 307 DEC 01 2041 131
DEC 01 2007 298 DEC 01 2042 129
DEC 01 2008 289 DEC 01 2043 127
DEC 0l 2009 280 DEC 01 2044 125
DEC 01 2010 272 DEC 01 2045 124
DEC 01 2011 264 DEC 01 2046 122
DEC 01 2012 256 DEC 01 2047 121
DEC 0l 2013 249 DEC 01 2048 119
DEC 0l 2014 242 DEC 01 2049 118
DEC 01 2015 235 DEC 0l 2050 116
DEC 01 2016 228 DEC 01 2051 115
DEC 01 2017 222 DEC 01 2052 113
DEC 01 2018 216 DEC 0l 2053 112
DEC 01 2019 210 DEC 01 2054 110
DEC 01 2020 205 DEC 01 2055 107
DEC 01 2021 199 DEC 01 2056 104
DEC 01 2022 194
DEC 01 2023 189
DEC 01 2024 185
DEC 0l 2025 180
DEC 01 2026 176
DEC 0l 2027 172
DEC 01 2028 168
DEC 01 2029 164
DEC 01 2030 161
DEC 01 2031 157
</TABLE>
CERTIFICATE WITH RIDER NO. 0 000 000 -3-
<PAGE>
PART 1. THE BASICS OF THIS CERTIFICATE WITH RIDER
In this Part we discuss some insurance concepts that are necessary to understand
this certificate with rider.
THE PARTIES INVOLVED-INSURER, POLICY WITH RIDERHOLDER, EMPLOYER, OWNER, INSURED,
BENEFICIARY, IRREVOCABLE BENEFICIARY
THE INSURER is the Massachusetts Mutual Life Insurance Company. In this policy,
the words "we," "us," and "our" refer to the Massachusetts Mutual Life Insurance
Company.
The POLICY WITH RIDERHOLDER IS [the Consortium Trust].
EMPLOYER is an employer, association, sponsoring organization or trust who has
become a participant in the Trust by:
. Executing a Participation Agreement; and
. Meeting the conditions for participation that are specified in that
Agreement. This includes applying for insurance under this policy for
certain of the employer's employees who meet eligibility requirements
established by the Employer.
An OWNER is the person who owns a Group Life Insurance Certificate With Rider,
as shown on our records.
An INSURED is the person on whose life this certificate with rider is issued.
A BENEFICIARY is any person named on our records to receive insurance proceeds
after the Insured dies. There may be different classes of Beneficiaries,such as
primary and secondary. These classes set the order of payment. There may be more
than one Beneficiary in a class.
EXAMPLE: Debbie is named as primary (first) Beneficiary. Anne and Scott are
named as Beneficiaries in the secondary class. If Debbie is alive when
the Insured dies, she receives the death benefit. But if Debbie is dead
and Anne and Scott are alive when the Insured dies, Anne and Scott
receive the death benefit.
Any Beneficiary may be named AN IRREVOCABLE BENEFICIARY. An Irrevocable
Beneficiary is one whose consent is needed to change that Beneficiary. Also,
this Beneficiary must consent to the exercise of certain other rights.
DATES - CERTIFICATE DATE, CERTIFICATE ANNIVERSARY DATE, CERTIFICATE YEAR, RIDER
ADD-ON DATE, ISSUE DATE, PAID-UP CERTIFICATE DATE, MONTHLY CALCULATION DATE,
VALUATION DATE, VALUATION PERIOD, VALUATION TIME
THE CERTIFICATE DATE is shown on the Schedule Page of this certificate with
rider. It is the starting point for determining CERTIFICATE ANNIVERSARY DATES
and CERTIFICATE YEARS. The first Certificate Anniversary Date is one year after
the Certificate Date. The period from the Certificate Date to the first
Certificate Anniversary Date, or from one Certificate Anniversary Date to the
next, is called a Certificate Year. The RIDER ADD-ON DATE is also shown on the
Schedule page. It is the date that the variable rider was added to this
certificate.
EXAMPLE: The Certificate Date is June 10, 19X1. The first Certificate
Anniversary Date is June 10, 19X2. The period from June 10, 19X1
through June 9, 19X2 is a Certificate Year.
The ISSUE DATE is also shown on the Schedule Page. The Issue Date is used to
determine the start of the suicide and contestability periods. We discuss
contestability below. See Part 5 for a discussion of the suicide exclusion.
THE PAID AND UP CERTIFICATE DATE is also shown on the Schedule Page. It is the
Certificate Anniversary Date after the Insured's 95th birthday. On this Date
and at all times thereafter,
-4-
<PAGE>
-5-
the Selected Face Amount will equal the account value and the Death Benefit
Option will be Death Benefit Option A. Monthly charges will continue to be
deducted from the account value of the certificate with rider but mortality
charges will equal $0. Premium payments will no longer be accepted. The payment
of planned periodic premiums does not guarantee that the certificate with rider
will continue in force to the Paid-up Certificate Date.
The Monthly Calculation Date is the monthly date on which the monthly charges
for the certificate with rider are due. The first Monthly Calculation Date is
the Certificate Date. Subsequent Monthly Calculation Dates are the same day of
each month thereafter.
A Valuation Date is any date on which the New York Stock Exchange (or its
successor) is open far trading. A Valuation Period is the period of time from
the end of one Valuation Date to the end of the next Valuation Date. A Valuation
Time is the time the New York Stock Exchange (or its successor) closes on a
Valuation Date. All actions which are to be performed an a Valuation Date will
be performed as of the Valuation Time.
ENTIRE CONTRACT
The Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider under which this certificate with rider is issued is a legal
contract between the policy with riderholder and us. The policy with riderholder
is the Trustee named on the Schedule Page.
The term "application" as it applies to this certificate with rider shall mean
any enrollment form(s) or application(s) for this certificate with rider.
The entire contract consists of:
. The Group Flexible Premium Adjustable Life Insurance Policy To Age 95
With Variable Rider and the application for it;
. The applications for this certificate with rider; and
. Any attached rider(s).
In any application, rider, or other form attached to this certificate with
rider:
. The word "policy with rider" as it applies to this certificate with
rider shall mean "certificate with rider";
. The words "Policy Date" as they apply to this certificate with rider
shall mean "Certificate Date"; and
. The words "Policy Anniversary Date" as they apply to this certificate
with rider shall mean "Certificate Anniversary Date."
We have issued the Group Flexible Premium Adjustable Life Insurance Policy To
Age 95 With Variable Rider in return for the application for it. We have issued
this certificate with rider in return for the application for it and the payment
of premiums for the certificate with rider. Any change or waiver of the terms of
the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider or any certificate with rider must be in writing and signed by
our Secretary or an Assistant Secretary to be effective.
CONTINUATION OF INSURANCE
If the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider, under which this certificate with rider is issued, terminates or
if the Insured becomes disassociated from the Employer, any insurance then, in
effect will remain in force, provided it is not fully surrendered by the Owner.
All insurance that is continued will be automatically changed from deduction of
wages to a direct billing status. Certificate with rider premiums will then be
payable directly to us.
<PAGE>
REPRESENTATIONS AND CONTESTABILITY
We rely on all statements made by or for the Insured in the application(s) for
this certificate with rider. Those statements are considered to be
representations and not warranties. We reserve the right to bring legal action
to contest the validity of the insurance described in this certificate with
rider, or any increase in the Selected Face Amount applied for after the Issue
Date, for any material misrepresentation of a fact. To do so, however, the
misrepresentation must have been made in the application, or in a supplemental
application to increase the Selected Face Amount, and a copy of the application
must have been attached to this certificate with rider when issued, or made a
part of the certificate with rider when the increase in the Selected Face Amount
became effective.
Except for any increase in the Selected Face Amount applied for after the Issue
Date, we can not contest the validity of the insurance described in this
certificate with rider after the certificate has been in force during the
lifetime of the Insured for a period of two years from its Issue Date. We can
not contest the validity of any increase in the Selected Face Amount applied for
after the Issue Date once the certificate has been in effect during the lifetime
of the Insured for a period of two years.
MISSTATEMENT OF AGE
If the Insured's date of birth as given in the application is not correct, an
adjustment will be made. If the adjustment is made when the Insured dies, the
death benefit will reflect the amount provided by the most recent mortality
charge according to the correct age. If the adjustment is made before the
Insured dies, then future monthly deductions will be based on the correct age.
MEANING OF IN FORCE
"In force" means that the insurance provided by the certificate with rider has
not terminated. The certificate will be in force from its Issue Date or, if
later, the date the first premium for the certificate is paid.
This certificate with rider will continue in force to the Insured's death if:
. The account value less any certificate with rider debt is sufficient
to cover the monthly charges due on each Monthly Calculation Date; and
. Certificate with rider debt does not exceed the account value; and
. The certificate with rider is not fully surrendered.
The factors which can affect the certificate with rider's account value include:
. The amount and timing of premium payments.
. Any withdrawals or transfers of values.
. Any changes in any riders.
. Any changes in the Selected Face Amount.
. Any outstanding certificate with rider debt.
. Any changes in the Death Benefit Option.
. The monthly charges deducted from the account valve.
. The interest earned on the fixed account value.
. The net investment experience of the Separate Account for this
certificate with rider.
Each of these factors is discussed in detail elsewhere in this certificate with
rider.
HOME OFFICE
Our Home Office is in Springfield, Massachusetts. The address is Massachusetts
Mutual Life Insurance Company, Springfield, Massachusetts 01111.
-6-
<PAGE>
-7-
PART 2. PREMIUM PAYMENTS
Premiums are the payments that may be paid to us to purchase life insurance and
to increase the account value of this certificate with rider.
MINIMUM INITIAL PREMIUM, MODAL TERM, MODAL TERM PREMIUM
The MINIMUM INITIAL PREMIUM for this certificate with rider is shown on the
Schedule Page for this certificate with rider.
The MODAL TERM selected by the Employer in the Participation Agreement forms the
basis for the billing cycle for this certificate. The Employer may select a
monthly, quarterly, semi-annual or annual Modal Term. The Employer may change
the selected Modal Term at any time by written request to Us. If you become
disassociated with the Employer, we will send the billing statements directly to
you for this certificate with rider. When you become disassociated with the
Employer, the Owner will be vested in all policy rights previously held by the
Employer, including the right to change the Modal Term.
The MODAL TERM PREMIUM is an estimate of the premium that will be sufficient to
pay the monthly charges for the Modal Term. The Modal Term Premium equals the
sum of the monthly charges during the Modal Term divided by 1 less the total
percentage we deduct from a premium to equal a Net Premium discounted at a rate
not lower than the minimum annual interest rate. In calculating the Mortality
Charge, it is assumed that the amount of insurance that requires a charge is
equal to the Selected Face Amount divided by 1 plus the monthly equivalent of
the minimum annual interest rate.
PREMIUM FLEXIBILITY AND PREMIUM NOTICES
After the minimum initial premium for this certificate with rider has been paid,
there is no requirement that any amount of premium be paid on any date. Subject
to the RIGHT TO REFUND PREMIUMS provision in this Part, while this certificate
with rider is in force any amount of premium may be paid at any time before the
death of the Insured.
We will also send notice of any premium needed to prevent termination of this
certificate with rider. Premium notices will be sent only while this
certificate with rider is in force.
Payment of premiums does not guarantee that this certificate with rider will
continue in force.
WHERE TO PAY PREMIUMS
All premiums are payable to us at our Home Office or at the place shown for
payment on the premium notice. Upon request, a receipt signed by our Secretary
or an Assistant Secretary will be given for any premium payment.
RIGHT TO REFUND PREMIUMS
We have the right to promptly refund any amount of premium paid for this
certificate with rider if application of that premium to the certificate with
rider's account value would increase the amount of insurance that requires a
charge. See the MONTHLY CHARGES provision in Part 3 for a discussion of the
amount of insurance that requires a charge.
PART 3. ACCOUNTS, VALUES, AND CHARGES
This certificate with rider provides that certain values (referred to as the
"variable account values") are based on the investment performance of the
Separate Account and are not guaranteed as to dollar amount. This certificate
with rider also provides that other values (referred to as the "fixed account
values") are based on the interest credited to the Guaranteed
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Principal Account. The account value of this certificate with rider is the
variable account value plus the fixed account value. This Part gives information
about the Separate Account, the Guaranteed Principal Account, and the values
and charges connected with them.
NET PREMIUM
A net premium is a premium we receive for this certificate with rider less the
charges we deduct at that time. Net premium, expressed as a percentage of a
premium we receive, is shown on the Schedule Page.
ALLOCATION OF NET PREMIUMS
The allocation of each net premium we receive will be in whole percentages and
will be subject to any net premium allocation limitations stated on the
Schedule Page.
Each net premium we receive before the Right To Return period expires will be
allocated to the Guaranteed Principal Account. The Right To Return period is
explained on the front cover of this certificate with rider.
Upon the expiration of the Right To Return period, we will allocate this
certificate with rider's value among the Guaranteed Principal Account and the
divisions of the Separate Account. This allocation will be in accordance with
the net premium allocation in effect and subject to the allocation limitations
stated on the Schedule Page.
Each net premium we receive after the Right To Return period expires will be
allocated among the Guaranteed Principal Account and the divisions of the
Separate Account. This allocation will be in accordance with the net premium
allocation in effect and subject to the allocation limitations stated on the
Schedule Page.
The net premium allocation specified in the application will remain in effect
until changed by any later written election satisfactory to us and received at
our Home Office. Any change in the allocation specified in the application will
be subject to the allocation limitations stated on the Schedule Page.
THE SEPARATE ACCOUNT
The Separate Account shown on the Schedule Page is a separate investment
account.
The Separate Account has several divisions. Each division invests in shares of
an investment fund. The divisions and the investment funds available to the
Owner are shown on the Schedule Page.
The values of the assets in the divisions are variable and are not guaranteed.
They depend on the investment results of the Separate Account shown on the
Schedule Page.
We own the assets of the Separate Account. Those assets will be used only to
support variable life insurance policies. A portion of the assets equal to the
reserves and other liabilities of the Separate Account will not be charged with
liabilities that arise from any other business we may conduct. However, we may
transfer assets that exceed the reserves and other liabilities of the Separate
Account to our general account. Income, gains, and losses, whether or not
realized, from each division of the Separate Account are credited to or
charged against that division without regard to any of our other income, gains,
or losses.
CHANGES IN THE SEPARATE ACCOUNT
We have the right to establish additional divisions of the Separate Account, and
to establish other investment options, from time to time. Amounts credited to
any additional divisions established would be invested in shares of other
Funds. For any division, we have the right to substitute new Funds or merge
existing Funds. We also have the right to eliminate any existing division of the
Separate Account or any other investment option.
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Subject to applicable provisions of federal securities laws, we have the right
to change the investment policy of any division of the Separate Account subject
to the approval of the insurance supervisory official of the state of domicile
of Massachusetts Mutual Life Insurance Company. If required, the process for
obtaining approval of a material change from the applicable regulatory authority
will be filed with the insurance supervisory official of the state where this
policy with rider is delivered. Further, if required, we will notify the Owner
if the applicable regulatory authority approves any material change.
We reserve the right to operate the Separate Account as a managed investment
company under the Investment Company Act of 1940 or in any other form permitted
by law.
ACCUMULATION UNITS.
Accumulation units are used to measure the variable account value of this
certificate with rider. The value of a unit is determined as of the Valuation
Time on each Valuation Date for valuation of the Separate Account. The value of
any unit can vary from Valuation Date to Valuation Date. That value reflects the
investment performance of the division of the Separate Account applicable to
that unit.
PURCHASE AND SALE OF ACCUMULATION UNITS
Accumulation units will be purchased or sold at the unit value as of the
Valuation Time on the Valuation Date of purchase or sale. Accumulation unit
value is discussed is Part 7.
EXAMPLE: The amount applied is $550. The date of purchase is June 10, 19X4.
The accumulation unit value on that date is $10. The number of units
purchased would be 55 ($550 divided by $10 = 55). If, instead, the unit
value was $11, then the amount applied would purchase 50 units ($550
divided by $11 = 50).
If we receive a premium or a written request that causes us to purchase or sell
accumulation units, and we receive that premium or request before the Valuation
Time on a Valuation Date, accumulation units will be purchased or sold as of
that Valuation Date. Otherwise, accumulation units will be purchased or sold as
of the next following Valuation Date.
At the Owner's request, we will purchase or sell accumulation units as of a
later Valuation Date.
ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The account value of this certificate with rider on any date is the variable
account value of the certificate with rider plus the fixed account value of the
certificate with rider, both determined as of that date.
VARIABLE ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The variable account value of this certificate with rider reflects:
. The net premiums allocated to the Separate Account for this
certificate with rider;
. Any amounts transferred into the Separate Account for this certificate
with rider from the Guaranteed Principal Account;
. Any amounts transferred and withdrawn from the Separate Account for
this certificate with rider;
. Any monthly charges deducted from the Separate Account for, this
certificate with rider; and
. The net investment experience of the Separate Account for this
certificate with rider.
Net premiums, transfers, withdrawals, and monthly deductions are all reflected
in the variable account value through the purchase or sale of accumulation
units. The net investment experience is reflected in the value of the
accumulation units. Net premiums and monthly deductions are discussed in this
Part 3. Transfers and withdrawals are discussed in Part 4.
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The value of this certificate with rider's accumulation units in a division of
the Separate Account is equal to the accumulation unit value in that division on
the date the value is determined, multiplied by the number of those units in
that division. How accumulation unit values are determined is discussed in Part
7.
The variable account value of this certificate with rider on any date is the
total of the values on that date of this certificate with rider's accumulation
units in each division of the Separate Account.
FIXED ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The fixed account value of this certificate with rider is the accumulation at
interest of:
. The net premiums allocated to the Guaranteed Principal Account for
this certificate with rider; plus
. Any amounts transferred into the Guaranteed Principal Account for this
certificate with rider from the Separate Account; less
. Any amounts transferred and withdrawn from the Guaranteed Principal
Account for this certificate with rider; and less
. Any monthly charges deducted from the Guaranteed Principal Account for
this certificate with rider.
THE GUARANTEED PRINCIPAL ACCOUNT
The Guaranteed Principal Account, also referred to as the fixed account, is part
of our general investment account. It has no connection with, and does not
depend on, the investment performance of the Separate Account.
We have the right to establish additional guaranteed principal accounts from
time to time.
INTEREST ON FIXED ACCOUNT VALUE
The fixed account value of this certificate with rider earns interest at a rate
not less than the minimum annual interest rate for the Guaranteed Principal
Account shown in the Basis Of Computation section on the Schedule Page. Interest
is earned daily.
For any fixed account value equal to any certificate with rider loan, the
interest rate we use will be the daily equivalent of the loan interest rate less
a declared charge which is guaranteed not to exceed 1.25% annually.
For any fixed account value in excess of an amount equal to any certificate with
rider loan, the interest rate we use will be the daily equivalent of a rate
declared by us.
MONTHLY CHARGES
Monthly charges will be deducted from the account value of this certificate with
rider. These charges are due on each Monthly Calculation Date.
Monthly charges will be taken from the Guaranteed Principal Account until
exhausted and then from the divisions of the Separate Account in proportion to
the values of this certificate with rider in each of those divisions. For each
Monthly Calculation Date, deductions will be made, and values will be
determined, on the Valuation Date which is on, or next follows, the latest of:
. The date we receive the initial premium for the Certificate;
. The Monthly Calculation Date; and
. The date we receive the amount of premium needed to prevent
termination in accordance with the GRACE PERIOD AND TERMINATION
provision in this Part.
Deductions from the Separate Account are made by selling accumulation units at
their value on the Valuation Date determined above.
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We assess monthly charges of three types:
1. ADMINISTRATIVE CHARGE. The amount of this charge will be determined by us.
In no case, however, will it be greater than the maximum charge shown in
the Other Information section of the Schedule Page.
2. MORTALITY CHARGE. The amount of this charge will be determined by us. The
maximum monthly mortality charges for each $1,000 of insurance that
requires a charge are shown in the Table Of Maximum Monthly Mortality
Charges of this certificate with rider.
We have the right to charge less than the maximum charges shown in the
Table. Any change in these charges will apply to all individuals who are in
the same class. The amount of insurance that requires a charge is
determined as follows. This computation is made as of the date the charge
is deducted. All amounts are computed as of that date.
a. We compute the account value after all additions and deductions other
than the deduction of the mortality charge.
b. We determine the amount of benefit under the Death Benefit Option in
effect (as discussed in the DEATH BENEFIT OPTIONS provision in Part
5). The Minimum Face Amount used here is based on the account value
computed in (a) above.
c. We divide the amount of benefit determined in (b) above by an amount
equal to 1 plus the monthly equivalent (expressed as a decimal
fraction) of the minimum annual interest rate for the Guaranteed
Principal Account shown in the Basis Of Computation section on the
Schedule Page of the certificate with rider.
d. We subtract the account value, as computed in (a) above, from the
amount determined in (c) above. The result is the amount of insurance
that requires a charge.
3. RIDER CHARGE. The monthly charges for any rider are shown in a table of
charges for that rider.
GRACE PERIOD AND TERMINATION
If the account value less any certificate with rider, debt is not enough to pay
the monthly charges due on a Monthly Calculation Date, we allow a grace period
for payment of the amount of premium needed to increase the account value so
that the monthly deduction can be made. This grace period begins on the date the
deduction is due. It ends 61 days after that date or, if later, 30 days after we
have mailed a written notice to the Owner at the last known address shown on our
records. This notice will state the amount required to increase the account
value to cover the charges.
During the grace period, this certificate with rider will continue in force. The
certificate with rider will terminate without value if we do not receive payment
of the required amount by the end of the grace period.
PART 4. LIFE BENEFITS
Life insurance provides a death benefit if the Insured dies while the
certificate with rider is in force. There are also rights and benefits that are
available before the Insured dies. These "Life Benefits" are discussed in this
Part.
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Certificate With Rider Ownership
RIGHTS OF OWNER
While the Insured is living, the Owner may exercise all rights given by this
certificate with rider or allowed by us. These rights include assigning the
certificate with rider, changing Beneficiaries, changing Ownership, enjoying all
certificate with rider benefits and exercising all certificate with rider
options.
The consent of any Irrevocable Beneficiary is needed to exercise any certificate
with rider right except the right to reinstate this certificate with rider after
termination.
ASSIGNING THE CERTIFICATE WITH RIDER
A certificate with rider may be assigned with our consent. But for any
assignment to be binding on us, we must receive a signed copy of it at our Home
Office. We will not be responsible for the validity of any assignment.
Once we receive a signed copy of and give our consent to an assignment, the
rights of the Owner and the interest of any Beneficiary or any other person will
be subject to the assignment. An assignment is subject to any certificate with
rider debt. See "Borrowing On This Certificate With Rider" in this Part for a
discussion of certificate with rider debt.
CHANGING THE OWNER OR BENEFICIARY
The Owner or any Beneficiary may be changed during the A lifetime. We
do not limit the number of changes that may be made. To make a change, a
written request satisfactory to us must be received at our Home Office. The
change will take effect as of the date the request is signed, even if the
Insured dies before we receive it. Each change will be subject to any payment
we made or other action we took before receiving the request.
TRANSFERS OF VALUES
Transfers of a certificate with rider's values are subject to the limitations
stated on the Schedule Page. Subject to those limitations, transfers may be
made upon written direction satisfactory to us received at our Home Office.
These transfers are:
. Transfers of values between divisions of the Separate Account. These
transfers will be made by selling all or part of the accumulation units
in a division and applying the value of the units sold to purchase units
in any other division.
. Transfers of values from one or more divisions of the Separate Account
to the Guaranteed Principal Account. These transfers will be made by
selling all or part of the accumulation units in a division and applying
the value of the units sold to the Guaranteed Principal Account.
. Transfers of values from the Guaranteed Principal Account to one or more
divisions of the Separate Account. These transfers will be made by
applying all or part of the value in the Guaranteed Principal Account to
purchase accumulation units in one or more divisions of the Separate
Account.
Transfers will be as of the Valuation Date specified in the PURCHASE AND SALE OF
ACCUMULATION UNITS provision in Part 3. All transfers made on one Valuation
Date will be considered one transfer.
This Certificate With Rider's Share In Dividends
CERTIFICATE WITH RIDER IS PARTICIPATING
This certificate with rider is participating, which means it may share in any
dividends we pay.
Each year we determine how much money can be paid as dividends. This is called
divisible surplus. We then determine how much of this divisible surplus is to
be allocated to this certificate with rider. This determination is based on
this
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certificate with rider's contribution to divisible surplus. Since we do not
expect this certificate with rider to contribute to divisible surplus, we do not
expect that any of that surplus will be available for allocation to this
certificate with rider. If any dividends are allocated to this certificate with
rider, they will be payable on Certificate Anniversary Dates.
HOW DIVIDENDS MAY BE USED
Dividends may be used in a number of ways. These are called dividend options.
A dividend option may be elected in the application. It may be changed at a
later time. Although we do not expect that any dividends will be payable on
this certificate with rider, there are four basic dividend options.
CASH - Dividends will be paid in cash.
DIVIDEND ACCUMULATIONS - Dividends will be added to the account value.
Dividends will be allocated among the Guaranteed Principal Account and the
divisions of the Separate Account as directed for net premiums.
PAID-UP ADDITIONS - Dividends will be used to buy additional level paid-up
insurance.
REDUCE MONTHLY DEDUCTIONS - Dividends will be used to reduce the monthly
deductions we make from the account value to pay the monthly charges.
Dividends will be applied as paid-up additions if no option is elected.
DIVIDEND AFTER DEATH
If the Insured dies after the first Certificate Year, the death benefit will
include a pro rata share of any dividend allocated to the certificate with rider
for the Year death occurs.
Surrendering This Certificate With Rider And Making Withdrawals
RIGHT TO SURRENDER
This certificate with rider may be fully surrendered for its cash surrender
value at any time while the Insured is living. Surrender will be effective on
the date we receive this certificate with rider and a written surrender request
satisfactory to us at our Home Office. A later effective date may be elected in
the surrender request.
CASH SURRENDER VALUE
The cash surrender value of this certificate with rider is equal to the account
value less any certificate with rider debt.
MAKING WITHDRAWALS
A withdrawal may also be referred to as a partial surrender. While the Insured
is living, withdrawals may be made from a certificate with rider as of any
Monthly Calculation Date after six months from the Certificate Date. The
request for a withdrawal must be written and satisfactory to us. It must state
the Account (or Accounts) from which the withdrawal will be made. For any
withdrawal from the Separate Account, the request must also state the division
(or divisions) from which the withdrawal will be made.
The amount of a withdrawal includes the withdrawal charge that applies.
Withdrawals from the Guaranteed Principal Account will be made by reducing the
value in that Account to provide the amount of the withdrawal. Withdrawals from
a division (or divisions) of the Separate Account will be made by selling a
sufficient number of accumulation units to provide the amount of the withdrawal.
Each withdrawal will be subject to the following rules:
. The minimum amount of a withdrawal is $500;
. A withdrawal charge of up to 2% of the amount of the withdrawal, but not
more than
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$25, will be deducted from the amount of the withdrawal; and
. An amount equal to certificate with rider debt plus one plus the number
of monthly calculation dates remaining in the modal term multiplied by
the most recent monthly charge made for the certificate with rider must
remain in the guaranteed principal account; and
. The maximum total withdrawal amount cannot exceed the account value less
certificate with rider debt less one plus the number of monthly
calculation dates remaining in the modal term multiplied by the most
recent monthly charge made for the certificate with rider.
Unless we receive evidence of insurability satisfactory to us, the Selected Face
Amount for the current Certificate Year will be reduced upon withdrawal as
needed to prevent an increase in the amount of insurance that requires a charge.
A new schedule page will be sent to the owner to reflect these changes.
EXAMPLE: You make a withdrawal without furnishing us satisfactory evidence of
insurability. Just before the withdrawal, your certificate with rider
has a Selected Face Amount of $50,000 and an account value of $20,000.
The Minimum Face Amount Percentage for the current Certificate Year is
200%. Under Death Benefit Option A, the amount of insurance that
requires a charge is $50,000 minus $20,000, or $30,000. If you make a
withdrawal of $5,000, the account value would be reduced to $15,000.
The amount of insurance that requires a charge would otherwise be
increased to $35,000 ($50,000 - $15,000). However, the Selected Face
Amount will be reduced instead to $45,000 and the amount of insurance
that requires a charge will remain $30,000. (For simplicity, in this
example the minimum annual interest rate is assumed to be zero.)
HOW WE PAY
Any withdrawal made will be paid in one sum. However, if the entire certificate
with rider is fully surrendered, the cash surrender value may be paid in one
sum, or it may be applied under any payment option elected. See Part 6.
We may delay paying any full surrender or withdrawal value from the Guaranteed
Principal Account for up to six months from the date the request (and the
certificate with rider, if needed) is received at our Home Office.
We may delay paying any full surrender or withdrawal value from the Separate
Account during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) permits us to
delay payment for the protection of our certificate with rider owners;
or
. We are permitted by state law to delay such payment.
IF payment is delayed for 30 days or more, interest will be added. The amount
of interest will be the same as would be paid for the same period of time under
option D of the payment options. See part 6 for a description of option D.
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Borrowing On This Certificate With Rider
RIGHT TO MAKE LOANS
Loans can be made on this certificate with rider at any time after six months
from the certificate date while the insured is living. However, the certificate
with rider must be properly assigned to us before the loan is made. No other
collateral is needed. We refer to all outstanding loans plus accrued interest
as "certificate with rider debt."
EFFECT OF LOAN
A loan is attributed to each division of the Separate Account and to the
Guaranteed Principal Account in proportion to the values of the certificate with
rider in each of those divisions and in the Guaranteed Principal Account
(excluding any outstanding certificate with rider debt plus an amount equal to
one plus the number of Monthly Calculation Dates remaining in the Modal Term
multiplied by the most recent monthly charge made for the certificate with
rider) at the time of the loan. The amount of the loan attributed to each
division of the Separate Account will be transferred to the Guaranteed Principal
Account. Any such transfer is made by selling accumulation units in the
division and applying the value of those units to the Guaranteed Principal
Account on the date the loan is made. Any interest added to the loan will be
treated as a new loan under this provision.
The amount equal to any outstanding certificate with rider loans will be held in
the Guaranteed Principal Account, and will earn interest as described in the
INTEREST ON FIXED ACCOUNT VALUE provision.
MAXIMUM LOAN AVAILABLE
For this certificate with rider, the maximum amount that can be borrowed on any
date is equal to:
. 90% of this certificate with rider's account value on that date; less
. Any outstanding certificate with rider debt; less
. Interest on the loan being made and on any outstanding certificate
debt to the next certificate anniversary date; less
. An amount equal to one plus the number of monthly calculation dates
remaining in the modal term multiplied by the most recent monthly
charge made for the certificate with rider.
INTEREST
Interest is not due in advance. This interest accrues (builds up) each day and
becomes part of the certificate with rider debt as it accrues.
Interest is due on each Certificate With rider Anniversary Date. If interest is
not paid when due, it will be added to the loan and will bear interest at the
rate payable on the loan.
EXAMPLE: You have a loan of $1,000. The interest due on the Certificate
Anniversary Date is $60. If it is not paid on that date, we will add
it to the existing loan. The loan will then be $1,060 and interest
will be charged on this amount from then on.
The type of interest rate on any loan is elected by the Employer and is shown on
the Schedule Page of this certificate with rider.
CERTIFICATE WITH RIDER DEBT
LIMIT
Certificate with rider debt (including accrued interest) may not equal or exceed
the certificate with rider's account value. If this limit is reached, we can
terminate this certificate with rider. To terminate for this reason we must
mail written notice to the Owner and any assignee shown on our records at their
last known addresses. This notice will state an amount that will bring the
certificate with rider debt back within the limit. If we do not receive payment
within
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30 days after the date we mailed the notice, this certificate with rider will
terminate without value at the end of those 30 days.
REPAYMENT OF CERTIFICATE WITH RIDER DEBT
All or part of any certificate with rider debt may be repaid at any time while
this certificate with rider is in force and the Insured is living.
Any repayment of certificate with rider debt will result in the transfer of
certificate with rider values equal to the repayment out of the Guaranteed
Principal Account and the application of those values to each division of the
Separate Account and to the Guaranteed Principal Account in proportion to the
values of this certificate with rider in each of those divisions and in the
Guaranteed Principal Account (excluding any outstanding certificate with rider
loans) at the time of the repayment.
OTHER BORROWING RULES
We may delay the granting of any loan amount attributable to the Guaranteed
Principal Account for up to six months.
We may delay the granting of any loan amount attributable to the Separate
Account during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) permits us
to delay payment for the protection of our certificate with rider
owners; or
. We are permitted by state law to delay such payment.
Reinstating This Certificate With Rider
WHEN REINSTATEMENT CAN BE MADE
After this certificate with rider has terminated, it may be reinstated - that
is, put back in force. However, the certificate with rider cannot be reinstated
if it has been fully surrendered for its cash surrender value. Reinstatement
must be made within 5 years after the date of termination and during the
Insured's lifetime.
REQUIREMENTS TO REINSTATE
Evidence of insurability satisfactory to us is required to reinstate. A premium
is also required as a cost to reinstate. That premium must be no less than the
amount necessary to produce a certificate with rider account value equal to
three times the monthly charges due on the Monthly Calculation Date which is on,
or next follows, the date of reinstatement.
Changes In The Selected Face Amount
INCREASES IN THE SELECTED FACE AMOUNT
While this certificate with rider is in force, the Selected Face Amount may be
increased upon written application. Evidence of insurability, satisfactory to
us, may be required for each increase. Any increase must be for at least $5,000,
unless we establish a lower minimum. A lower minimum may be established by the
Employer and us in the Participation Agreement.
Any increase in the Selected Face Amount will be effective on the Monthly
Calculation Date which is on, or next follows, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
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Mortality charges for each increase are determined and deducted from the
certificate with rider's account value in accordance with the Monthly Charges
provision. These charges will be deducted from the certificate with rider's
account value beginning on the effective date of the increase.
LIMITATIONS ON INCREASES
No increase in the Selected Face Amount can become effective after the
Certificate Anniversary Date after the Insured's 75th birthday.
EVIDENCE OF INCREASES
If the Selected Face Amount is increased we will send an amended Schedule Page
reflecting that increase. However, we have the right to require that this
certificate with rider be sent to us so that the increase can be made.
DECREASES IN THE SELECTED FACE AMOUNT
While this certificate with rider is in force, the Selected Face Amount may be
decreased upon written application satisfactory to us. The resulting Selected
Face Amount after decrease must be at least $50,000.
Any requested decrease in the Selected Face Amount will be effective on the
Monthly Calculation Date which is on, or next follows, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
A requested decrease in the Selected Face Amount is allowed only once per
Certificate Year.
Right to Amend
AMENDING THIS CERTIFICATE WITH RIDER
This certificate with rider may be amended from time to time as may be required
to meet the definition of "life insurance" under the Internal Revenue Code.
In particular, if the Minimum Face Amount of the certificate with rider is less
than that required for the certificate with rider to be considered "life
insurance," the Minimum Face Amount may be increased. The amount of the
increase cannot be more than that needed to qualify the certificate with rider
as "life insurance."
Evidence of insurability is not needed to amend this certificate with rider in
accordance with this provision. However, a written request to amend will be
required. A cost to amend may also be required. No amendment will become
effective until the written request satisfactory to us is received at our Home
Office and any required cost has been paid.
Reports To Owner
ANNUAL REPORT
Each year, within 30 days after the Certificate Anniversary Date, we will mail a
report to the Owner. There will be no charge for this report. This report will
show the account value at the beginning of the previous Certificate Year and all
premiums paid since that time. It will also show the additions to, and
deductions from, the account value during that Year, and the account value,
death benefit, cash surrender value, and certificate with rider debt as of the
last Certificate Anniversary Date.
This report will also include any additional information required by applicable
law or regulation.
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ILLUSTRATIVE REPORT
In addition to the annual report, we will, upon request after the first
Certificate Year, send an illustrative report of projected values to the Owner.
We will not charge a fee for providing an illustrative report on an annual
basis. However, if the Owner requests illustrative reports more frequently, we
may charge a reasonable fee, but only for those additional reports.
Part 5. The Death Benefit
The death benefit is the amount of money we will pay when we receive due proof
at our Home Office that the Insured died while the certificate with rider was in
force. We discuss the death benefit in this Part.
AMOUNT OF DEATH BENEFIT
If the Insured dies while this certificate with rider is in force, the death
benefit will be the amount of benefit provided by the Death Benefit Option in
effect on the date of death, with these adjustments:
. We add the part of any monthly charge that applies to a period beyond
the date of death; and
. We deduct:
. Any certificate with rider debt outstanding on the date of
death; and
. Any unpaid monthly charges to the date of death.
DEATH BENEFIT OPTIONS
Two Death Benefit Options, described below, are available under this certificate
with rider. The Death Benefit Option and the Selected Face Amount are shown on
the Schedule Page of the certificate with rider. The Minimum Face Amount is
discussed in the next provision.
DEATH BENEFIT OPTION A - Under this Option, the amount of benefit is the greater
of:
. The Selected Face Amount in effect on the date of death; and
. The Minimum Face Amount in effect on the date of death.
DEATH BENEFIT OPTION B - Under this Option, the amount of benefit is the greater
of:
. The Selected Face Amount in effect on the date of death plus the
certificate with rider's account value on the date of death; and
. The Minimum Face Amount in effect on the date of death.
MINIMUM FACE AMOUNT
In order to qualify as life insurance under the federal tax laws in effect on
the Issue Date of a certificate with rider, the certificate with rider has a
Minimum Face Amount. The Minimum Face Amount on any date is a percentage of the
certificate with rider's account value on that date. The percentage for each
Certificate Year is shown in the Table Of Minimum Face Amount Percentages in
this certificate with rider.
EXAMPLE: The Minimum Face Amount is determined on June 10, 19X1. The account
value on that date is $50,000. The last Certificate Anniversary Date
was May 2, 19X1. If the applicable Minimum Face Amount Percentage for
the Certificate Year beginning May 2, 19X1 is 280%, then the Minimum
Face Amount is 280% of $50,000, or $140,000.
CHANGES IN THE DEATH BENEFIT OPTION
While this certificate with rider is in force, the Death Benefit Option may be
changed by the Owner's written request. Any change from Death Benefit Option A
to Death Benefit Option B will require evidence of insurability satisfactory to
us.
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<PAGE>
-19-
Any change in the Death Benefit Option will take effect on the Certificate
Anniversary Date on, or next following, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
WHEN WE PAY
The death benefit will be paid within seven days after the date we receive due
proof of the Insured's death, and any other requirements necessary for us to
make payment, at our Home Office. However, we may delay payment of the death
benefit during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (or its successor) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (or its successor) permits us
to delay payment for the protection of our certificate with rider
owners; or
. We are permitted by state law to delay such payment.
INTEREST ON DEATH BENEFIT
If the death benefit is paid in one sum, we will add interest from the date of
death to the date of payment. The amount of interest will be the same as would
be paid under Option D of the payment options for that period of time but not
less than that required by law. See Part 6 for a description of Option D.
If the death benefit is applied under a payment option, interest will be paid
from the date of death to the effective date of that option. It will be paid in
one sum to the Beneficiary living on that effective date. The amount of
interest will be the same as would be paid under Option D for that period of
time BUT NOT LESS THAN THAT REQUIRED BY LAW.
SUICIDE EXCLUSION
Except for any increases in the Selected Face Amount applied for after the Issue
Date of the certificate, we will pay a limited death benefit if the insured
commits suicide, while sane or insane, within two years from the issue date and
while this certificate with rider is in force. The limited death benefit will
be the amount of premiums paid for this certificate with rider, less any
certificate with rider debt and amounts withdrawn.
For any increases in the Selected Face Amount applied for after the Issue Date
of the certificate, we will pay a limited death benefit if the insured commits
suicide, while sane or insane, within two years from the effective date of the
increase and while it is in force. The limited death benefit will be the monthly
deductions made for that increase. however, if the limited death benefit as
described in the preceding paragraph is payable, there will be no death benefit
for the increase.
Any limited death benefit will be paid in one sum to the Beneficiary.
Part 6. Payment Options
These are Optional Methods Of Settlement. They provide alternate ways in which
payment can be made.
<PAGE>
AVAILABILITY OF OPTIONS
All or part of the death benefit or cash surrender value may be applied under
any payment option. If this certificate with rider is assigned, any amount due
to the assignee will be paid in one sum. The balance, if any, may be applied
under any payment option.
MINIMUM AMOUNTS
If the amount to be applied under any option for any one person is less than
$2,000, we may pay that amount in one sum instead. If the payments under any
option come to less than $20 each, we have the right to make payments at less
frequent intervals.
DESCRIPTION OF OPTIONS
Our payment options are described below. Any other payment option agreed to by
us may be elected. The payment options are described in terms of monthly
payments. Annual, semiannual, or quarterly payments may be requested instead.
The amount of these payments will be determined in a way which is consistent
with monthly payments and will be quoted on request.
OPTION A
FIXED AMOUNT PAYMENT OPTION. Each monthly payment will be for an agreed fixed
amount. The amount of each payment may not be less than $10 for each $1,000
applied. Interest will be credited each month on the unpaid balance and added
to it. This interest will be at a rate determined by us, but not less than the
equivalent of 3% per year. Payments continue until the amount we hold runs out.
The last payment will be for the balance only.
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<PAGE>
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OPTION B
FIXED TIME PAYMENT OPTION. Equal monthly payments will be made for any period
selected, up to 30 years. The amount of each payment depends on the total
amount applied, the period selected and the monthly payment rates we are using
when the first payment is due. The rate of any payment will not be less than
shown in the Option B Table.
- -------------------------------------------------------------------------------
Option B Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Monthly Monthly
Years Payment Years Payment
1 $84.47 16 $6.53
2 42.86 17 6.23
3 28.99 18 5.96
4 22.06 19 5.73
5 17.91 20 5.51
6 15.14 21 5.32
7 13.16 22 5.15
8 11.68 23 4.99
9 10.53 24 4.84
10 9.61 25 4.71
11 8.86 26 4.59
12 8.24 27 4.47
13 7.71 28 4.37
14 7.26 29 4.27
15 6.87 30 4.18
For quarterly payment, multiply by 2.993. For semiannual
payment, multiply by 5.963. For annual payment, multiply by
11.839.
- -------------------------------------------------------------------------------
<PAGE>
OPTION C
LIFETIME PAYMENT OPTION. Equal monthly payments are based on the life of a
named person. Payments will continue for the lifetime of that person. The
three variations are:
(1) PAYMENTS FOR LIFE ONLY. No specific number of payments is guaranteed.
Payments stop when the named person dies.
(2) PAYMENTS GUARANTEED FOR AMOUNT APPLIED. Payments stop when they equal the
amount applied or when the named person dies, whichever is later.
(3) PAYMENTS GUARANTEED FOR 5, 10 OR 20 YEARS. Payments stop at the end of the
selected guaranteed period or when the named person dies, whichever is
later.
The Option C Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option C Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Payments Payments Guaranteed For
Age* For Life Amount 5 10 20
Only Applied Years Years Years
40 $3.30 $3.25 $3.29 $3.28 $3.27
45 3.47 3.41 3.46 3.45 3.43
50 3.69 3.60 3.68 3.67 3.62
55 3.96 3.83 3.95 3.93 3.85
60 4.31 4.13 4.30 4.27 4.14
65 4.77 4.49 4.75 4.70 4.44
70 5.41 4.96 5.38 5.26 4.77
75 6.30 5.56 6.21 5.96 5.07
80 7.50 6.31 7.30 6.77 5.30
85 9.16 7.29 8.72 7.64 5.43
* Age on birthday nearest due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request.
Monthly payment rates for ages over 85 are the same as those for
85.
OPTION D
Interest Payment Option. We will hold any amount applied under this option.
Interest on the unpaid balance will be paid each month at a rate determined by
us. This rate will be not less than the equivalent of 3% per year.
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<PAGE>
-23-
OPTION E
JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the lives of
two named persons. While both are living, one payment will be made each month.
When one dies, the same payment will continue for the lifetime of the other.
The two variations are:
(1) PAYMENTS FOR TWO LIVES ONLY. No specific number of payments is guaranteed.
Payments stop when both named persons have died.
(2) PAYMENTS GUARANTEED FOR 10 YEARS. Payments stop at the end of 10 years, or
when both named persons have died, whichever is later.
The Option E Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option E Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Payments For Two Lives Only
Age* 55 60 65 70 75 80
55 $3.53 $3.64 $3.72 $3.80 $3.85 $3.89
60 3.64 3.78 3.91 4.03 4.12 4.18
65 3.72 3.91 4.10 4.27 4.42 4.54
70 3.80 4.03 4.27 4.52 4.76 4.97
75 3.85 4.12 4.42 4.76 5.11 5.44
80 3.89 4.18 4.54 4.97 5.44 5.92
85 3.91 4.23 4.63 5.12 5.71 6.36
Payments Guaranteed For 10 Years
Age* 55 60 65 70 75 80
55 $3.52 $3.63 $3.71 $3.79 $3.84 $3.88
60 3.63 3.77 3.90 4.02 4.11 4.17
65 3.71 3.90 4.09 4.26 4.41 4.53
70 3.79 4.02 4.26 4.51 4.75 4.94
75 3.84 4.11 4.41 4.75 5.08 5.38
80 3.88 4.17 4.53 4.94 5.38 5.82
85 3.90 4.22 4.61 5.08 5.62 6.19
* Age on birthday nearest the due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
payment rates for ages over 85 are the same as those for 85.
- -------------------------------------------------------------------------------
<PAGE>
OPTION F
JOINT LIFETIME PAYMENT OPTION WITH REDUCED PAYMENTS. Monthly payments are based
on the lives of two named persons. Payments will continue while both are
living. When one dies, payments are reduced by one-third and will continue for
the lifetime of the other. Payments stop when both persons have died.
The Option F Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option F Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Age* 55 60 65 70 75 80
55 $3.80 $3.94 $4.10 $4.28 $4.47 $4.66
60 3.94 4.11 4.30 4.51 4.73 4.96
65 4.10 4.30 4.52 4.77 5.05 5.33
70 4.28 4.51 4.77 5.08 5.42 5.77
75 4.47 4.73 5.05 5.42 5.85 6.30
80 4.66 4.96 5.33 5.77 6.30 6.88
85 4.86 5.19 5.61 6.13 6.77 7.51
* Age on birthday nearest the due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
payment rates for ages over 85 are the same as those for 85.
- -------------------------------------------------------------------------------
ELECTING A PAYMENT OPTION
To elect any option, we require that a written request, satisfactory to us, be
received at our Home Office. The Owner may elect an option during the Insured's
lifetime. If the death benefit is payable in one sum when the Insured dies, the
Beneficiary may elect an option with our consent.
Options for any amount payable to an association, corporation, partnership or
fiduciary are available with our consent. However, a corporation or partnership
may apply any amount payable to it under Option C, E, or F if the option
payments are based on the life or lives of the Insured, the Insured's spouse,
any child of the Insured, or any other person agreed to by us.
EFFECTIVE DATE AND PAYMENT DATES
The effective date of an option is the date the amount is applied under that
option. For a death benefit, this is the date that due proof of the Insured's
death is received at our Home Office. For the cash surrender value, it is the
effective date of surrender.
The first payment is due on the effective date, except the first payment under
Option D is due one month later. A later date for the first payment may be
requested in the payment option election. All payment dates will fall on the
same day of the month as the first one. No payment will become due until a
payment date. No part payment will be made for any period shorter than the time
between payment dates.
EXAMPLE: Monthly payments of $100 are being made to your son on the 1st of each
month. He dies on the 10th. No part payment is due your son or his
estate for the period between
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<PAGE>
-25-
the 1st and the 10th.
WITHDRAWALS AND CHANGES
If provided in the payment option election, all or part of the unpaid balance
under Options A or D may be withdrawn or applied under any other option.
If the cash surrender value is applied under Option A or D, we may delay payment
of any withdrawal for up to six months. Interest at the rate in effect for
Option D during this period will be paid on the amount withdrawn.
INCOME PROTECTION
To the extent permitted by law, each option payment and any withdrawal shall be
free from legal process and the claim of any creditor of the person entitled to
them. No option payment and no amount held under an option can be taken or
assigned in advance of its payment date, unless the Owner's written consent is
given before the Insured dies. This consent must be received at our Home
Office.
Part 7. Notes On Our Computations
This Part covers some technical points about this certificate with rider.
NET INVESTMENT FACTOR
The Net Investment Factor for each division of the Separate Account is
determined by dividing A by B and subtracting C where:
. A equals:
. the net asset value per share of each Fund held by a Division for
the current Valuation Period; plus
. any dividend per share declared on behalf of such Fund that has
an ex-dividend date within the current Valuation Period; less
. the cumulative charge or credit for taxes reserved which is
determined by us to have resulted from the operation or
maintenance of the Division; and
. B equals the net asset value per share of the Fund held by the
Division for the immediately preceding Valuation Period; and
. C equals the cumulative unpaid charge for the net investment factor
asset charge shown on the Schedule Page of this certificate with
rider.
ACCUMULATION UNIT VALUE
The value of an accumulation unit in each division was set at $1.00000000 on the
first Valuation Date selected by us. The value on any Valuation Date thereafter
is equal to the product of the Net Investment Factor for that division for the
Valuation Period which includes that Date and the accumulation unit value on the
preceding Valuation Date.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
ADJUSTMENTS OF UNITS AND VALUES
We have the right to split or consolidate the number of accumulation units
credited to the certificate with rider, with a corresponding increase or
decrease in the unit values. We may exercise this right whenever we consider an
adjustment of units to be desirable. However, strict equity will be preserved
in making any adjustment. No adjustment will have any material effect on the
benefits, provisions or investment return of the certificate with rider, or on
the Owner, Insured, any Beneficiary, any assignee or other person, or on us.
<PAGE>
BASIS OF COMPUTATION
The Basis Of Computation is the mortality table and interest rate we use to
determine:
. The maximum monthly mortality charges;
. The minimum annual interest earned on the fixed account value of the
certificate with rider; and
. The minimum payments under Payment Options C, E, and F.
The Basis Of Computation for the cash surrender values, for the maximum monthly
mortality charges, and for the minimum interest earned on the fixed account
value of this certificate with rider is shown on the Schedule Page. The
mortality table specified on the Schedule Page applies to amounts in a standard
underwriting classification. We reserve the right to make appropriate
modifications to this table for any amount which is not in a standard
underwriting classification.
In computing the minimum payments under Payment Options C, E, and F, we use
mortality rates from the 1983 Table "a" with Projection G for 30 years and with
rates set back five years. The interest used is at an annual rate of 3%.
METHOD OF COMPUTING VALUES
When required by the state where the Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable Rider was delivered, we filed a
detailed statement of the method we use to compute the Policy Rider benefits and
values. These benefits and values are not less than those required by the laws
of that state.
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<PAGE>
<TABLE>
<CAPTION>
WHERE TO FIND IT
<S> Page No.
PART 1. The Basics Of This Certificate <C>
With Rider.................................................. 4
The Parties Involved
Insurer.................................................... 4
Policy With Riderholder.................................... 4
Employer................................................... 4
Owner...................................................... 4
Insured.................................................... 4
Beneficiary................................................ 4
Irrevocable Beneficiary.................................... 4
Dates - Certificate Date, Certificate...................... 4
Anniversary Date, Certificate Year,....................... 4
Rider Add-On Date, Issue Date,
Paid-Up Certificate Date, Monthly
Calculation Date, Valuation Date,
Valuation Period, Valuation Time
Entire Contract
Continuation Of Insurance.................................. 5
Representations And Contestability......................... 5
Misstatement Of Age........................................ 6
Meaning Of In Force........................................ 6
Home Office................................................ 6
PART 2. Premium Payments.................................... 6
Minimum Initial Premium.................................... 7
Modal Term................................................. 7
Modal Term Premium......................................... 7
Premium Flexibility And Premium............................ 7
Notices................................................... 7
Where To Pay Premiums
Right To Refund Premiums................................... 7
PART 3. Accounts, Values, And Charges....................... 7
Net Premium................................................ 7
Allocation Of Net Premiums................................. 8
The Separate Account....................................... 8
Changes In The Separate Account............................ 8
Accumulation Units......................................... 8
Purchase And Sale Of Accumulation.......................... 9
Units..................................................... 9
Account Value Of Certificate With
Rider..................................................... 9
Variable Account Value Of Certificate
With Rider................................................ 9
Fixed Account Value Of Certificate
With Rider................................................ 10
The Guaranteed Principal Account........................... 10
Interest On Fixed Account Value............................ 10
Monthly Charges............................................ 10
Grace Period And Termination............................... 11
PART 4. Life Benefits....................................... 11
Certificate With Rider Ownership............................ 12
Rights Of Owner............................................ 12
Assigning This Certificate With Rider...................... 12
Changing The Owner Or Beneficiary.......................... 12
Transfers Of Values........................................ 12
This Certificate With Rider's Share In
Dividends.................................................. 12
Certificate With Rider Is
Participating............................................. 12
How Dividends May Be Used.................................. 13
DIVIDENDS AFTER DEATH...................................... 13
13
SURRENDERING THIS CERTIFICATE WITH
RIDER AND MAKING WITHDRAWALS............................... 13
Right To Surrender
Cash Surrender Value....................................... 13
Making Withdrawals......................................... 13
How We Pay................................................. 13
Borrowing On This Certificate With.......................... 14
Rider...................................................... 15
Right To Make Loans
Effect Of Loan............................................. 15
Maximum Loan Available..................................... 15
Interest................................................... 15
Certificate With Rider Debt Limit.......................... 15
Repayment Of Certificate With Rider........................ 15
Debt...................................................... 16
Other Borrowing Rules...................................... 16
Reinstating This Certificate With Rider..................... 16
When Reinstatement Can Be Made............................. 16
Requirements To Reinstate.................................. 16
Changes In the Selected Face Amount......................... 16
Increases In The Selected Face Amount...................... 16
Limitations On Increases................................... 17
Evidence Of Increases...................................... 17
Decreases In The Selected Face Amount...................... 17
Right To Amend.............................................. 17
Amending This Certificate With Rider....................... 17
Reports To Owner............................................ 17
Annual Report.............................................. 17
Illustrative Report........................................ 17
PART 5. The Death Benefit................................... 18
Amount Of Death Benefit.................................... 18
Death Benefit Options...................................... 18
Minimum Face Amount........................................ 18
Changes In The Death Benefit Option........................ 18
When We Pay................................................ 19
Interest On Death Benefit.................................. 19
Suicide Exclusion.......................................... 19
PART 6. Payment Options..................................... 19
Availability Of Options.................................... 19
Minimum Amounts............................................ 20
Description Of Options..................................... 20
Electing A Payment Option.................................. 24
Effective Date And Payment Dates........................... 24
Withdrawals And Changes.................................... 25
Income Protection.......................................... 25
PART 7. Notes On Our Computations........................... 25
Net Investment Factor...................................... 25
Accumulation Unit Value.................................... 25
Adjustments Of Units And Values............................ 25
Basis Of Computation....................................... 26
Method Of Computing Values................................. 26
Any Riders and Endorsements For This
Certificate With Rider Follow Page 26.
</TABLE>
<PAGE>
[LOGO OF MASSMUTUAL APPEARS HERE]
Massachusetts Mutual Life Insurance Company
Springfield, MA 01111-0001
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
This Certificate With Rider provides that:
Insurance is payable upon death of the Insured before age 95.
Within specified limits, flexible premiums may be paid during the
Insured's lifetime.
Annual dividends may be paid.
NOTICE OF ANNUAL MEETING
The Insured is hereby notified that by virtue of this policy he or she is a
member of Massachusetts Mutual Life INsurance Company and is entitled to
vote either in person or by proxy at any and all meetings of said Company.
The annual meetings are held at its Home Office, in Springfield,
Massachusetts, on the second Wednesday of April in each year at 2 o'clock
p.m.
<PAGE>
EXHIBIT 1(6)(A)
Charter of MassMutual
Ch 160
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Fifty-one.
AN ACT
to incorporate the Massachusetts Mutual Life Insurance Company.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows- Section 1. Alexander H.
----------
Avery, James M. Thompson, William Rice, their associates and successors, are
hereby made a corporation, by the name of the Massachusetts Mutual Life
Insurance Company, in the town of Springfield, for the purpose of making
insurance on lives, with all the powers and privileges and subject to all the
duties, liabilities and restrictions set forth in the forty-fourth chapter of
the Revised Statutes. Section 2. There shall be an original guarantee capital
----------
stock subscribed to the said corporation, which shall be one hundred thousand
dollars, to be divided into shares by the corporation, half of which shall be
paid in, in money, before the said corporation shall go into operation for the
purpose of making insurance; the other half of the said stock may be called for
by the directors, from time to time, when they deem it necessary or expedient,
and shall be paid in by the holders of the stock which shall always stand
pledged to the corporation, for all such assessments so called for. Section 3.
----------
At the first meeting of the corporation, a number of directors, not less than
eight, shall be chosen by the subscribers to the guarantee stock, who shall hold
their offices for one year, and until others shall be chosen in their stead; at
all subsequent elections of directors, the number shall be such as may be
provided for by a previous vote of the directors, not less than seven, or by-law
of the corporation; and in case of no provision on this subject, the number
shall be the same as at the first election, one half of whom shall be elected by
the stockholders, and the other half by the assured members who are not holders
of guarantee stock, voting in separate bodies; the directors shall all be either
stockholders or assured, and on ceasing to be such shall cease to hold the said
office. Section 4. Whenever the net surplus receipts of the corporation, over
----------
the losses and expenses, and after providing for risks, shall be sufficient for
the purpose, the stockholders shall be entitled to an annual dividend of seven
per cent, or to such less dividend as may be agreed upon at the time of
subscribing for the stock; and in case such dividends shall not be made in any
one year, it shall be made good at a subsequent period, when the net resources
of the company shall be sufficient for paying the same. Section 5. The funds of
----------
the said corporation shall be invested in such purposes and loans as are
permitted to Savings Banks, in the seventy-eighth and seventy-ninth sections of
the thirty-sixth chapter of the Revised Statutes, and in the forty-fourth
chapter of the Acts of the year one thousand eight hundred and forty one. The
said company may hold real estate to an amount not exceeding ten thousand
dollars, for the purpose of securing suitable offices for the institution.
Section 6. After providing for risks, losses, incidental expenses, and dividends
- ----------
as aforesaid, the directors shall set apart one quarter of the estimated surplus
funds and receipts as a reserved fund, to be applied to the redemption of the
guarantee stock; and whenever, after the expiration of ten years from the time
of organizing the company the amount of such reserved fund shall be sufficient
for the purpose, the assured shall vote to redeem the said guarantee stock the
same shall be redeemed. Section 7. Upon the redemption and extinguishment of the
----------
guarantee stock, under the provisions of the sixth section, the directors shall
be chosen by the assured. Section 8. At the expiration of every period of five
----------
years from the time of the organization of the company, the remaining three
quarters of the estimated surplus funds and receipts shall be reimbursed to and
among the assured in proportion to the whole amount of premiums paid during the
preceding five years. Section 9. The said corporation shall, on the third Monday
----------
of January, in every year, pay over to
93
<PAGE>
the trustees of the Massachusetts General Hospital, one third of the net
profits, if any, which shall have arisen from insurance on lives, made during
the preceding year.
House of Representatives May 10/th/ 1851
Passed to be enacted N.P. Banks Jr Speaker
In Senate May 14/th/ 1851
Passed to be enacted Henry Wilson President
May 15/th/, 1851.
Approved.
Geo. S. Boutwell.
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on
file in this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
94
<PAGE>
Chap. 72
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Sixty-four,
AN ACT
to authorize the Massachusetts Mutual Life Insurance Company to
increase its investment in Real Estate.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows: Section 1. The
Massachusetts Mutual Life Insurance Company is hereby authorized to hold real
estate in the city of Springfield, to an amount not exceeding in cost Forty
thousand dollars, in addition to the amount of Ten thousand dollars now
authorized to be held by them. Section 2. This act shall take effect upon its
passage.
House of Representatives, Feby 29, 1864
Passed to be enacted, Alex. H. Bullock Speaker.
In Senate, March 2 1864.
Passed to be enacted, J.E. Field President.
March 3/d/ 1864.
Approved, --John A. Andrew.
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on file in
this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
<PAGE>
Chap. 43.
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Sixty-six,
AN ACT
to authorize the Massachusetts Mutual Life Insurance Company to
increase its investments in real estate.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows: Section 1. The
Massachusetts Mutual Life Insurance Company is hereby authorized to invest an
amount not exceeding fifty thousand dollars in the purchase of real estate in
the city of Springfield, for the site of a building, to be used wholly or in
part, for the purposes of said corporation, and for the erection and preparation
of said building; said amount to be in addition to fifty thousand dollars now
authorized to be held by said company in real estate: and all income if any
arising from such real estate shall be devoted exclusively to the interests of
said corporation. Section 2. Said company is hereby authorized to redeem at par,
and extinguish, all or any part of its original guarantee capital stock,
whenever so directed by a vote of the assured, and to appropriate for this
purpose so much of its funds as may be necessary.
House of Representatives, February 17/th/ 1866.
Passed to be enacted, James M. Stone, Speaker.
In Senate, February 19 1866.
Passed to be enacted, Joseph A. Pond, President.
February 20, 1866.
Approved. -- Alex. H. Bullock
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on
file in this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
<PAGE>
EXHIBIT 1(6)(B)
By-Laws of MassMutual
BY-LAWS
ARTICLE I
MEETINGS OF MEMBERS
1. Annual Meeting. The annual meeting of the members of the Company shall be
held on the second Wednesday of April in each year, at two o'clock in the
afternoon, at the Home Office of the Company in Springfield, Massachusetts, for
the election of directors and for the transaction of such other business as may
properly come before the meeting.
2. Special Meetings. Special meetings of the members of the Company may be held
at any date, time or place upon a call by the Chairman of the Board or by a
majority of the Board of Directors. In addition, not less than one-half of one
percent of the members of the Company may apply to the Secretary for a special
meeting, and in that case the Secretary shall call such a meeting within forty-
five days after receipt of the written application therefor. Any application of
the members for a special meeting shall specify the matter or matters to be
acted upon at the meeting. Special meetings called upon the application of the
members shall be held at a date within such forty-five day period, time and
place to be fixed by the Chairman of the Board.
3. Notice of Meetings. Notice of any special meeting of the Company shall be
given by the Secretary by publication in at least one daily newspaper printed in
Hampden County, Massachusetts, not less than ten days nor more than fifteen days
before the date of the meeting. Notice of any special meeting shall also be
given by the Secretary by publication in all editions of The Wall Street Journal
printed in the United States and in at least one daily newspaper of general
circulation printed on the east coast, on the west coast, and in the midwestern
United States once per week for three consecutive weeks, the last of which
notices shall be published not less than ten days nor more than fifteen days
before the date of the meeting. All such notices shall be published in the form
of a "tombstone" size of advertisement. If notice of a special meeting cannot be
given in the manner provided in the preceding sentences, such notice shall be
given in such other reasonable manner as may be determined by the Chairman of
the Board.
Notice of the annual meeting of the Company shall be given as required by law
and, in addition, may be given in any other manner which the Chairman of the
Board in his discretion deems to be desirable.
4. Quorum. The members present, in person or by proxy, at meetings of the
Company shall constitute a quorum. Any matter properly before a meeting shall be
decided by a majority of the votes cast thereon, except as set forth in Article
VII of these By-laws.
5. Presiding Officer. The Chairman of the Board shall preside at all meetings of
the members of the Company. In the absence of the Chairman of the Board, the
Board of Directors shall designate the person who is to preside at such
meetings.
ARTICLE II
BOARD OF DIRECTORS
1. Membership. The Board of Directors shall be not less than fifteen nor more
than twenty-three in number. The number of directors who shall serve shall be
fixed from time to time by the Board of Directors.
2. Powers. Except as reserved to the members of the Company by law or by these
By-laws, the Board of Directors shall have and may exercise all the powers of
the Company. The Board of Directors shall make such rules and regulations as it
shall deem necessary or convenient for the regulation and management of the
affairs of the Company.
<PAGE>
3. Election. All directors shall be elected by the members of the Company,
except when the provisions of Section 5 of this Article II shall apply. The
directors shall be divided into four classes, with each class to consist of
approximately one-fourth of the number of directors, and the term of one class
shall expire each year. Except as provided in the next succeeding sentence, the
term of office of each director elected by the members shall continue until the
fourth annual meeting of the members after the election of such director and
until any successor shall have been elected, unless a director sooner dies,
resigns or is removed. At each annual meeting of the members, the directors
elected to succeed those whose terms then expire shall be of one class, except
that in order to achieve a more equal division of classes, to provide for
additional directors upon an increase in the size of the Board of Directors
pursuant to Article II, Section 1, or to provide for the retirement of a
director in accordance with Article II, Section 4 prior to the fourth subsequent
annual meeting, the directors may authorize the election of directors at the
annual meeting to more than one class and to terms of less than four years and
the terms of such directors shall expire with the terms of the members of the
class to which they shall have been elected.
At the first regular meeting of the Board of Directors in each calendar year,
the committee of the Board of Directors having responsibility for the nomination
of directors shall submit a list of nominees for election to the Board of
Directors at the next annual meeting. Such list shall be in writing and shall be
filed with the Secretary of the Company. The submission of the list of nominees
of such committee shall not prevent the nomination of other candidates, but no
such other candidate shall be eligible for election to the Board of Directors
unless such candidate's nomination shall have been made in writing signed by not
less than one-tenth of one percent of the members of the Company and filed with
the Chairman of the Board and the Secretary of the Company at least seventy-five
days before the date of the annual meeting.
4. Tenure and Retirement. A director shall be eligible for re-election upon the
expiration of his or her term, but no director shall be elected or re-elected
after attaining the age of 72 years. A director's term of office shall expire on
the date of the annual meeting next occurring after such director has attained
the age of 72 years, except that the term of office of a director who is an
officer of the Company, other than a director who has served as Chief Executive
Officer, shall expire on the date that such director ceases to be an officer of
the Company.
5. Vacancies. Vacancies on the Board of Directors occurring for any reason
whatsoever may be filled by the Board of Directors. Any director so elected
shall hold office until the next annual meeting of the Company, or, if elected
to fill a vacancy caused by death, resignation or removal, shall hold office for
a term which shall coincide with the term of the class of the vacant
directorship.
If by reason of a vacancy there is less than the minimum number of directors or
less than the minimum number of members of a directors' committee, the Board of
Directors or such committee shall have the power, as long as there shall always
be a quorum, to function legally pending the filling of the vacancy. The Board
of Directors may provide for the filling of vacancies on the Board of Directors
in the event that due to an act of war, other disaster or national emergency,
either no directors are able and available to act or the number of directors who
are able and available to act is less than a quorum.
6. Removal. A director may be removed from his or her office by vote of a
majority of all directors or by vote of the members voting at a meeting of the
members in accordance with the provisions of Article I, Section 4. Any reduction
in the number of authorized directors shall not result in the removal of any
director whose term has not expired.
7. Meetings. All regular meetings of the Board of Directors shall be held at the
Home Office of the Company at such date and time as shall be determined by the
Chairman of the Board, provided that notice thereof shall be mailed to the
directors not less than ten days in advance of the meeting. In addition, the
Board of Directors may in its discretion determine the date, time and place of
any regular meeting, and in the event of such determination no notice need be
given. Special meetings of the Board of Directors may be called at any time by
the Chairman of the Board and shall be called by the Chairman of the Board upon
receipt of the written request of not less than five directors. All special
meetings shall be held at a date, time and place to be fixed by the Chairman of
the Board, and notice thereof shall be deemed sufficient if given by mail at
least five days or by telegram, telephone or personal delivery at least forty-
eight hours before the meeting.
The Chairman of the Board shall preside at all meetings of the Board of
Directors. In the absence of the Chairman of the Board, the Board of Directors
shall designate the person who is to preside at such meetings.
<PAGE>
8. Quorum. Seven directors, a majority of whom shall not be officers of the
Company, shall constitute a quorum for the transaction of business at any
regular or special meeting of the Board of Directors. Any matter properly before
a meeting shall be decided by a majority of the votes cast thereon, except as
may otherwise be required by law or by these By-laws.
9. Exclusion of Liability. No director shall be personally liable to the Company
or its policyholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided, however, that such director shall remain personally liable for damages
incurred by the Company or its policyholders resulting from (a) any breach of
the director's duty of loyalty to the Company or its policyholders, (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law by the director, (c) any transaction from which the director
derives an improper personal benefit, or (d) acts or omissions of the director
which occurred prior to the effective date of this provision.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors shall elect from its number such committees as it may
deem necessary or convenient for the conduct of the business of the Company, and
may delegate to any such committee or committees some or all of the powers of
the directors except those which by law or by these By-laws it is prohibited
from delegating. Except as the Board of Directors may otherwise determine, any
such committee may make rules for the conduct of its business.
ARTICLE IV
OFFICERS
1. Election of Officers. The Board of Directors at its first meeting after each
annual meeting of the Company shall elect a Chairman of the Board who shall be a
director and who may or may not be an officer of the Company, a President who
shall be a director and who also may be the Chairman of the Board, a Secretary,
a Treasurer and such other officers as it may deem necessary or convenient for
the conduct of the business of the Company, and shall also elect the officer who
shall serve as the Chief Executive Officer. The Board of Directors, at any
meeting, may elect additional officers, including officers to succeed those
elected at a prior meeting. Each officer elected shall hold office until the
first meeting of the Board of Directors after the annual meeting of the Company
in the following year unless such officer's term of office is terminated prior
to such time by death, resignation, retirement or vote of the directors.
2. Powers and Duties. Each officer elected by the Board of Directors shall have
such powers and duties as may be assigned from time to time by the Board of
Directors, or by the Chief Executive Officer at the direction of the Board of
Directors.
If the Chairman of the Board is unable for any reason to exercise the powers
granted to, or the duties imposed upon, that office by these By-laws, the
President shall exercise such powers and duties.
ARTICLE V
INDEMNIFICATION
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 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.
<PAGE>
Indemnification shall be provided although the person no longer serves in such
capacity and shall include protection for the person's heirs and legal
representatives.
Indemnities hereunder shall include, but not be limited to, all costs and
reasonable counsel fees, fines, penalties, judgments or awards of any kind, and
the amount of reasonable settlements, whether or not payable to the Company or
to any of the other entities described in the preceding paragraph, or to the
policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with respect
to:
(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 the 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 such paragraph.
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.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Company shall end with the last day of December annually.
ARTICLE VII
AMENDMENTS
These By-laws may be amended or repealed by vote of two-thirds of the number of
votes cast thereon at any meeting of the members of the Company, provided that
the proposed amendment or repeal shall have been made in writing and filed with
the Chairman of the Board and the Secretary at least seventy-five days before
the date of the meeting at which action thereon is to be taken.
<PAGE>
EXHIBIT 1(8)(A)
Form of Participation Agreement with Oppenheimer Variable Account Funds.
SECOND AMENDED AND RESTATED
---------------------------
PARTICIPATION AGREEMENT
-----------------------
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
-----------------------------------
OPPENHEIMER MANAGEMENT CORPORATION,
----------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), made and
entered into as of the 1st day of July, 1995 by and among Massachusetts Mutual
Life Insurance Company and MML Bay State Life Insurance Company (hereinafter
collectively the "Companies"), on their own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual
Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity
Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3,
MML Bay State Variable Annuity Separate Account I and MML Bay State Variable
Life Separate Account 1 (hereinafter collectively the "Accounts"), Oppenheimer
Variable Account Funds (hereinafter the "Fund") and Oppenheimer Management
Corporation (hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment company
and is available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each designated a "Portfolio", and each representing
the interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and its shares are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser
under the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing
segregated asset accounts, established by resolution of the Board of Directors
of the Companies, to set aside and invest assets attributable to the aforesaid
variable contracts (the Contract(s) and the Account(s) covered by the Agreement
are specified in Schedule B attached hereto, as may be modified from time to
time);
<PAGE>
WHEREAS, the Companies have registered or will register the
Accounts as unit investment trusts under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached hereto
as may be modified from time to time), on behalf of the Accounts (which are also
described on Schedule A, as may be modified from time to time) to fund the
Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value; and
WHEREAS, the Companies, the Fund and the Adviser are parties to
an agreement (the "Prior Agreement") dated December 15, 1993, amended on
September 15, 1994, pursuant to which shares of certain Portfolios of the Fund
are made available as the underlying investment for one of the Accounts, and the
parties wish to have this Agreement replace the Prior Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the
Fund, the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold
only to Variable Insurance Products.
1.2. The Companies shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be
furnished, to the Fund or its designee, each piece of sales literature or other
promotional material in which the Fund or the Adviser is named, at least ten
Business Days prior to its use. No such material shall be used if the Fund or
its designee reasonably object to such use within ten Business Days after
receipt of such material. "Business Day" shall mean any day in which the New
York Stock Exchange is open for trading and in which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make
any representations or statements on behalf of the Fund or concerning the Fund
in connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales
literature or other promotional material" means advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other periodical,
radio, television, telephone or tape recording, videotape display, signs or
billboard), and sales literature (such as brochures, circulars, market letters
and form letters), distributed or made generally available to customers or the
public.
2.4. The Fund shall provide one or more diskettes containing
its current prospectus in WordPerfect and EDGAR format, within a reasonable
period of its filing date, and provide other assistance as is reasonably
necessary in order for the Companies once each year (or more frequently if the
prospectus for the Fund is supplemented or amended) to have the prospectus for
the Contracts and the Fund's prospectus printed together in one document (such
printing to be at the Companies' expense). The Adviser shall be permitted to
review and approve the typeset form of the Fund's Prospectus prior to such
printing.
<PAGE>
2.5. The Fund or the Adviser shall provide the Companies
with either: (i) a diskette or modem transmission (or other automated
transmission) containing the Fund's proxy material, reports to shareholders,
other information relating to the Fund necessary to prepare financial reports,
and other communications to shareholders for printing and distribution to
Contract owners at the Companies' expense, or (ii) camera ready and/or printed
copies, if appropriate, of such material for distribution to Contract owners at
the Companies' expense, within a reasonable period of the filing date for
definitive copies of such material. The Adviser shall be permitted to review and
approve the typeset form of such proxy material and shareholder reports prior to
such printing provided such materials have been provided within a reasonable
period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other
compensation to the Companies under this agreement, and the Companies shall pay
no fee or other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of
its respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the extent advisable by
the Fund, in accordance with applicable state laws prior to their sale. The Fund
shall bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, and the preparation of all statements
and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing,
the Companies shall bear the expenses of typesetting, printing and distributing
the Fund's prospectus, proxy materials and reports to owners of Contracts issued
by the Companies. OMC agrees to use reasonable efforts to restrict the number of
shareholder meetings of the Fund that require the Company to bear the expenses
of typesetting, printing and distributing the Fund's proxy material to one per
fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional
Portfolios and the Companies desire to make such Portfolios available to their
respective Contract owners as an underlying investment medium, a new Schedule A
or an amendment to this Agreement shall be executed by the parties authorizing
the issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Trustees of the Fund (the "Board") will
monitor the Fund for the existence of any material irreconcilable conflict
between the interests of the Contract owners of all separate accounts investing
in the Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
4.2. The Companies will each report any potential or
existing conflicts of which it is aware to the Board. The Companies will assist
the Board in carrying out its responsibilities in monitoring such conflicts by
providing the Board in a timely manner with all information reasonably necessary
for the Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Companies to inform the Board whenever Contract owner
voting instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
<PAGE>
4.3. If it is determined by a majority of the Board, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists, the Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested trustees), take
whatever steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to an including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation
should be implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e., annuity
----
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected Contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.
4.4. If a material irreconcilable conflict arises because of
a decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this
Agreement, a majority of the disinterested members of the Board shall determine
whether any proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a new funding
medium for the Contracts. In such case a Company shall not be required by
Section 4.3 to establish a new funding medium for Contracts if an offer to do so
has been declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then such Company will withdraw the particular
Account's investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
5.1. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of
the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and regulations
as the Securities and Exchange Commission may grant (including, but not limited
to, the Shared Funding Exemptive Order) and the terms hereof shall be
interpreted and construed in accordance therewith.
ARTICLE VI. Termination
-----------
<PAGE>
6.1 This Agreement shall terminate with respect to some or
all Portfolios:
(a) at the option of any party upon six month's
advance written notice to the other parties;
(b) at the option of either Company to the extent that
shares of Portfolios are not reasonably available to meet the requirements of
its Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
If to the Fund:
Oppenheimer Variable Account Funds
c/o Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and
regulatory authority, each party hereto shall treat as confidential the names
and addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information without the express
written consent of the affected party until such time as it may come into the
public domain.
8.2. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
<PAGE>
8.3. This Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute one and the
same instrument.
8.4. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Agreement shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly
notify each other party and all appropriate governmental authorities (including
without limitation the Securities and Exchange Commission, the NASD and state
insurance regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is
not an exclusive arrangement in any respect.
8.8. The Companies and the Adviser each understand and agree
that the obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Companies and the Adviser each represent that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
8.9. The parties agree that the Companies may, on behalf of
their respective Accounts and Contracts listed in Exhibits A and B, elect to
make additional Portfolios available to Accounts upon the approval of the
Adviser and the provision of reasonable notice to the Adviser. Any Portfolio so
added will be subject to all of the terms and conditions of this Agreement.
8.10. The prior Agreement is superseded in its entirety by
this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: _________________________________________
Edwin P. McCausland
Title: Vice President & Managing Director
--------------------------------------
Date: _______________________________________
MML BAY STATE LIFE INSURANCE COMPANY
By its authorized officer,
By: _________________________________________
Isadore Jermyn
<PAGE>
Title: President & Chief Executive Officer
--------------------------------------
Date: _______________________________________
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By: __________________________________
Robert G. Zack
Title: Assistant Secretary
-------------------
Date: ________________________________
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By: __________________________________
Mitchell J. Lindauer
Title: Vice President
--------------
Date: ________________________________
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds available for
- -- MassMutual Strategic Life VI:
Oppenheimer High Income Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
- -- MassMutual Variable Life Select:
- -- MML Bay State Variable Life Select:
Oppenheimer Capital Appreciation Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth Fund
Oppenheimer Global Securities Fund
- -- MassMutual Flex-Annuity V (now known as "Flex Extra"):
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
- -- MassMutual/OPM Variable Annuity, MML Bay State/OPM Variable Annuity and
MassMutual Strategic Life IX:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth & Income Fund
SCHEDULE B
Massachusetts Mutual Variable Life Separate Account I (Strategic Life VI,
Strategic Life IX and Variable Life Select Contracts)
MML Bay State Variable Life Separate Account I (Variable Life Select Contract)
<PAGE>
MML Bay State Variable Annuity Separate Account 1 (for OppenheimerFunds
LifeTrust Variable Annuity)
Massachusetts Mutual Variable Annuity Separate Account 1 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 2 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 3 (for OppenheimerFunds
LifeTrust Variable Annuity)
<PAGE>
EXHIBIT 1(8)(B)
Form of Participation Agreement with Panorama Series Fund, Inc.
PARTICIPATION AGREEMENT
-----------------------
Among
PANORAMA SERIES FUND, INC.,
---------------------------
OPPENHEIMERFUNDS, INC.
----------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AGREEMENT (the "Agreement"), made and entered into as of the 1st
day of March, 1996 by and among Massachusetts Mutual Life Insurance Company and
MML Bay State Life Insurance Company (hereinafter collectively the "Companies"),
on their own behalf and on behalf of their respective separate accounts listed
on Schedule B hereto (hereinafter collectively the "Accounts"), Panorama Series
Fund, Inc. (hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the
"Adviser") .
WHEREAS, the Fund is an open-end management investment company and is
available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio", and each representing the
interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated August 31, 1994 (File No. 812-8936) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser under
the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Companies, to set aside and invest assets attributable to the aforesaid variable
contracts (the Contract(s) and the Account(s) covered by the Agreement are
specified in Schedule B attached hereto, as may be modified from time to time);
WHEREAS, the Companies have registered or will register the Accounts
as unit investment trusts under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached hereto
as may be modified from time to time), on behalf of the Accounts (which are also
described on Schedule A, as may be modified from time to time) to fund the
Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value;
<PAGE>
NOW, THEREFORE, in consideration of their mutual promises, the Fund,
the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold only to
Variable Insurance Products.
1.2. The Companies shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business Days
prior to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within ten Business Days after receipt of such
material. "Business Day" shall mean any day in which the New York Stock Exchange
is open for trading and in which the Fund calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales literature
or other promotional material" means advertisements (such as material published,
or designed for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboard),
and sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.
2.4. The Fund shall provide one or more diskettes containing its
current prospectus in WordPerfect and EDGAR format, within a reasonable period
of its filing date, and provide other assistance as is reasonably necessary in
order for the Companies once each year (or more frequently if the prospectus for
the Fund is supplemented or amended) to have the prospectus for the Contracts
and the Fund's prospectus printed together in one document (such printing to be
at the Companies' expense). The Adviser shall be permitted to review and approve
the typeset form of the Fund's Prospectus prior to such printing.
2.5. The Fund or the Adviser shall provide the Companies with
either: (i) a diskette or modem transmission (or other automated transmission)
containing the Fund's proxy material, reports to shareholders, other information
relating to the Fund necessary to prepare financial reports, and other
communications to shareholders for printing and distribution to Contract owners
at the Companies' expense, or (ii) camera ready and/or printed copies, if
appropriate, of such material for distribution to Contract owners at the
Companies' expense, within a reasonable period of the filing date for definitive
copies of such material. The Adviser shall be permitted to review and approve
the typeset form of such proxy material and shareholder reports prior to such
printing provided such materials have been provided within a reasonable period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other compensation
to the Companies under this agreement, and the Companies shall pay no fee or
other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for
<PAGE>
issuance in accordance with applicable federal law and, if and to the extent
advisable by the Fund, in accordance with applicable state laws prior to their
sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, and the
preparation of all statements and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing, the
Companies shall bear the expenses of typesetting, printing and distributing the
Fund's prospectus, proxy materials and reports to owners of Contracts issued by
the Companies. The Adviser agrees to use reasonable efforts to restrict the
number of shareholder meetings of the Fund that require the Company to bear the
expenses of typesetting, printing and distributing the Fund's proxy material to
one per fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional Portfolios
and the Companies desire to make such Portfolios available to their respective
Contract owners as an underlying investment medium, a new Schedule A or an
amendment to this Agreement shall be executed by the parties authorizing the
issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Directors of the Fund (the "Board") will monitor
the Fund for the existence of any material irreconcilable conflict between the
interests of the Contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
4.2. The Companies will each report any potential or existing
conflicts of which it is aware to the Board. The Companies will assist the Board
in carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an
obligation by the Companies to inform the Board whenever Contract owner voting
instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a majority
of its disinterested Directors, that a material irreconcilable conflict exists,
the Companies shall, at their expense and to the extent reasonably practicable
(as determined by a majority of the disinterested Directors), take whatever
steps are necessary to remedy or eliminate the irreconcilable material conflict,
up to an including: (1) withdrawing the assets allocable to some or all of the
separate accounts from the Fund or any Portfolio and reinvesting such assets in
a different investment medium, including (but not limited to) another Portfolio
of the Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
-----
life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making such a change; and
(2) establishing a new registered management investment company or managed
separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
<PAGE>
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. In such case a Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the irreconcilable material conflict. In the event that the Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then such Company will withdraw the particular Account's investment in
the Fund and terminate this Agreement within six (6) months after the Board
informs the Company in writing of the foregoing determination, provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE VI. Termination
-----------
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
(a) at the option of any party upon six month's advance
written notice to the other parties;
(b) at the option of either Company to the extent that shares
of Portfolios are not reasonably available to meet the requirements of its
Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
<PAGE>
If to the Fund:
Panorama Series Fund, Inc.
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
8.8. The parties agree that the Companies may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser and
the provision of reasonable notice to the Adviser. Any Portfolio so added will
be subject to all of the terms and conditions of this Agreement.
8.9. Any prior participation agreement to which the Fund is a party is
superseded in its entirety by this Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed as of the date specified below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
MML BAY STATE LIFE COMPANY
By its authorized officer,
By: __________________________________
Title:_________________________________
Date: ________________________________
<PAGE>
PANORAMA SERIES FUND, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
<PAGE>
SCHEDULE A
The following portfolios of Panorama Series Fund, Inc. are available for these
variable contract products:
<PAGE>
MassMutual Strategic Life 9 Contract:
Panorama LifeSpan Capital Appreciation Portfolio
Panorama LifeSpan Balanced Portfolio
Panorama LifeSpan Diversified Income Portfolio
MassMutual & MML Bay State GVUL Contracts:
Panorama Growth Portfolio
Panorama International Equity Portfolio
Panorama Total Return Portfolio
Panorama Capital Appreciation Portfolio
Panorama Balanced Portfolio
Panorama Diversified Income Portfolio
MassMutual Panorama Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
MassMutual Account A Contract:
Panorama Growth Portfolio
MassMutual Account B Contract:
Panorama Growth Portfolio
MassMutual BCVUL Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
<PAGE>
SCHEDULE B
Portfolios of Panorama Series Fund, Inc. are available for the following
separate accounts:
Massachusetts Mutual Variable Life Separate Account I
Strategic Life 9
GVUL
MML Bay State Variable Life Separate Account I
GVUL
Connecticut Mutual Variable Life Separate Account I
BCVUL
Panorama Separate Account
Panorama
CML Variable Annuity Account A
Account A
CML Variable Annuity Account B
Account B
<PAGE>
EXHIBIT 8
Powers of Attorney
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
27
<PAGE>
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
28
<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
29
<PAGE>
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
30
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John J. Pajak, President and Chief Operating Officer of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Jr., 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 President and Chief Operating 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 President and Chief Operating 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
CML/OFFITBANK SEPARATE ACCOUNT
31
<PAGE>
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 17th day of February,
1997.
/s/ John J. Pajak
- ----------------- ______________________________
JOHN J. PAJAK WITNESS
PRESIDENT AND CHIEF OPERATING OFFICER
32
<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
33
<PAGE>
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
34
<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
35
<PAGE>
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
36
<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
37
<PAGE>
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
38
<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
39
<PAGE>
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
40
<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
41
<PAGE>
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
42
<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
43
<PAGE>
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
44
<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
45
<PAGE>
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
46
<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
47
<PAGE>
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
48
<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
49
<PAGE>
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
50
<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
51
<PAGE>
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
52
<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
53
<PAGE>
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
54
<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
55
<PAGE>
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
56
<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
57
<PAGE>
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
58
<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
59
<PAGE>
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
60
<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
61
<PAGE>
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
62
<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
63
<PAGE>
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
64
<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
65
<PAGE>
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
66
<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
67
<PAGE>
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
68
<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
69
<PAGE>
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
