<PAGE>
Registration No. 33-87904
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
A. Exact name of Trust: Massachusetts Mutual
Variable Life Separate
Account I
B. Name of Depositor: Massachusetts Mutual Life
Insurance Company
C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:
It is proposed that this filing will become effective (check appropriate
box)
--------- immediately upon filing pursuant to
paragraph (b) of Rule 485.
--------- on (date) pursuant to paragraph (b) of
Rule 485.
--------- 60 days after filing pursuant to paragraph
(a) of Rule 485
X on May 1, 1997 pursuant to paragraph (a) of
--------- Rule 485.
*STATEMENT PURSUANT TO RULE 24F-2
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
registered an indefinite amount of securities being offered. The Rule 24f-2
Notice for the fiscal year ending December 31, 1996 will be filed by March 1,
1997.
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
1 Cover Page; Glossary; The Separate Account
2 Cover Page; 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; Death Benefits Under the Policy;
Free Look Provision; Account Value and Surrender Value;
Policy Loan Privilege; The Separate Account; Charges
Under the Policy; Sales and Other Agreements; When We Pay
Proceeds; Payment Options; Our Rights; Your Voting
Rights; Basic Questions and Answers About Us and Our
Policy
11 The Separate Account
12 The Separate Account; Sales and Other Agreements
13 The Separate Account; Charges Under the Policy
14 Basic Questions and Answers About Us and Our Policy; The
Separate Account; Sales and Other Agreements
15 Basic Questions and Answers About Us and Our Policy;
General Provisions Of the Policy
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
16 The Separate Account; Investment Return
17 The Separate Account Value and Cash Surrender Value;
Withdrawal Rights and Payment Options
18 The Separate Account
19 Records and Reports
20 Not Applicable
21 What ius the loan privilege and how does a loan affect
the Policy's Death Benefit and Cash Surrender Value;
Policy Loan
22 Not Applicable
23 Bonding Arrangement
24 Limits on Our Right to Challenge the Policy; Suicide;
Misstatement of Age or Sex; Assignment; Beneficiary; Our
Rights; The Separate Account
25 Basic Questions and Answers About Us and Our Policy
26 Not Applicable
27 Basic Questions and Answers About Us and Our Policy
28 Directors and Executive Officers of MassMutual
29 Basic Questions and Answers About Us and Our Policy
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
34 Not Applicable
35 Basic Questions and Answers About Us and Our Policy
36 Not Applicable
37 Not Applicable
38 Sales and Other Agreements
39 Sales and Other Agreements
40 Sales and Other Agreements
41 Sales and Other Agreements
42 Not Applicable
43 Sales and Other Agreements
44 The Separate Account; Investment Return Charges for
Federal Income Tax; General Provisions of the Policy
45 Not Applicable
46 The Separate Account; Investment Return
47 The Separate Account
48 The Separate Account; Investment Return
49 Not Applicable
50 The Account
51 Cover Page; Basic Questions and Answers About Us and Our
Policy
52 The Separate Accounts; Our Rights
53 Federal Income Tax Considerations
<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Flexible Premium Variable Whole Life Insurance
This Prospectus describes a flexible premium variable whole life insurance
policy being offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Policy provides lifetime insurance protection and has
flexibility with respect to premium payments, the amount of which payments is
based upon the table of Selected Face Amounts chosen in the Application.
Policyowners have several investment alternatives. An individual Policyowner may
allocate the premium for his or her Policy among a Guaranteed Principal Account
("GPA") and the seventeen Separate Account divisions (subject to state
availability) of a designated segment of Massachusetts Mutual Variable Life
Separate Account I (the "Separate Account") after certain deductions have been
made. (For details see Deductions From Premiums on page 10.) At any one time,
only eight divisions are available to a Policyowner. The Separate Account
divisions consist of five divisions (the "MML Divisions") which invest in MML
Series Investment Fund, nine divisions, (the "Oppenheimer Divisions"), which
invest in nine funds of Oppenheimer Variable Account Funds, and three divisions,
(the "LifeSpan Divisions"), which invest in the LifeSpan Portfolios of the
Panorama Series Fund, Inc.
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 (the "Divisions"). While there is no guaranteed minimum Cash
Surrender Value for a Policy invested in the Separate Account, a Policy's Death
Benefit will never be less than its Selected Face Amount. This amount can
increase, decrease, or remain level each year based upon the Selected Face
Amount and Death Benefit Option chosen by the Policyowner, subject to certain
rules established by MassMutual. Furthermore, the Policy will not lapse provided
there is sufficient Account Value available to pay applicable monthly charges.
(For details see Account Value Charges on page 11.)
The Divisions have distinct investment portfolios. The MML Equity Division
invests in shares of MML Equity Fund, which invests primarily in common stocks
and other equity securities. The MML Equity Index Division invests in shares of
MML Equity Index Fund, which seeks to provide investment results that correspond
to the price and yield performance of publicly traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500 Index"). The MML Blend Division invests in shares of MML
Blend Fund, which invests in a portfolio that may include common stocks and
other equity-type securities, bonds and other debt securities with maturities
generally exceeding one year, and money market instruments and other debt
securities with maturities generally not exceeding one year. The MML Managed
Bond Division invests in shares of MML Managed Bond Fund, which invests
primarily in publicly issued, readily marketable, fixed-income securities. The
MML Money Market Division invests in shares of MML Money Market Fund, which
invests primarily in short-term debt instruments. 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 other securities which are believed will appreciate in
value. The Oppenheimer Capital Appreciation Division invests in shares of
Oppenheimer Capital Appreciation Fund which invests primarily in securities of
growth-type companies. The Oppenheimer Growth Division invests in shares of
Oppenheimer Growth Fund which invests primarily in securities of well-known
companies. 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 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 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 Bond Division invests in shares of Oppenheimer Bond Fund which
invests primarily in high yield fixed-income securities. 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 Panorama LifeSpan Capital Appreciation Division invests in shares
of the Panorama LifeSpan Capital Appreciation Portfolio, which invests primarily
in equity securities. The Panorama LifeSpan Balanced Division invests in shares
of Panorama LifeSpan Balanced Portfolio, which invests in equity securities and
fixed income securities with a slightly stronger focus on equity securities. The
Panorama LifeSpan Diversified Income Division invests in Panorama LifeSpan
Diversified Income Portfolio, which invests in fixed income securities.
(Collectively, these seventeen 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 on page 11.)
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.
May 1, 1997
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
<PAGE>
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 MML SERIES
INVESTMENT FUND, THE OPPENHEIMER VARIABLE ACCOUNT FUNDS, PANORAMA SERIES FUND,
INC. AND MML EQUITY INDEX FUND.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO
OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.
REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.
This Prospectus does not constitute an offer of, or solicitation of an offer to
acquire, any interest or participation in the flexible premium variable whole
life insurance policies offered by this Prospectus in any jurisdiction to anyone
to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
2
<PAGE>
Table Of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Definitions Of Terms................................................................................................... 5
Basic Questions And Answers About Us And Our Policy.................................................................... 7
What is MassMutual?................................................................................................. 7
What variable life insurance policy are We offering?................................................................ 7
Availability........................................................................................................ 7
Underwriting........................................................................................................ 7
What is the Account Value of the Policy?............................................................................ 7
What are the Divisions of the Separate Account?..................................................................... 7
What is the Guaranteed Principal Account ( "GPA ")?................................................................. 8
Is the level of the Death Benefit guaranteed?....................................................................... 8
Is the Death Benefit subject to income taxes?....................................................................... 8
Does the Policy have a Cash Surrender Value?........................................................................ 8
What is a modified endowment contract?.............................................................................. 8
Can this Policy become a modified endowment contract?............................................................... 8
What about Premiums?................................................................................................ 9
When are Initial Premiums allocated to the Guaranteed Principal Account or the Separate Account?.................... 9
How can the Net Premium and the Account Value of the Policy be allocated among the
Guaranteed Principal Account and the Separate Account Divisions?................................................... 9
How long will the Policy remain in force?........................................................................... 9
Are there charges against the Policy?............................................................................... 9
What is the loan privilege and how does a loan affect the Policy's Death Benefit and Cash
Surrender Value?................................................................................................... 9
Are dividends paid on the Policy?................................................................................... 9
Do I have a right to cancel?........................................................................................ 10
Charges Under The Policy............................................................................................... 10
Deductions from Premiums............................................................................................ 10
Sales Load......................................................................................................... 10
State Premium Tax Charge........................................................................................... 10
Deferred Acquisition Cost ( "DAC ") Tax Charge..................................................................... 10
Account Value Charges............................................................................................... 11
Administrative Charge.............................................................................................. 11
Charge for Cost of Insurance Protection............................................................................ 11
Underwriting Charge................................................................................................ 11
Separate Account Charges............................................................................................ 11
Charges for Mortality and Expense Risks............................................................................ 11
Charges for Federal Income Taxes................................................................................... 11
The Separate Account................................................................................................... 11
Investment of the Separate Account.................................................................................. 12
Rates of Return..................................................................................................... 15
General Provisions Of The Policy....................................................................................... 18
Premiums............................................................................................................ 18
Planned Policy Premiums............................................................................................. 18
Minimum Initial Policy Premium...................................................................................... 18
Minimum Case Premium................................................................................................ 18
Initial Case Premium Paid........................................................................................... 18
Minimum and Maximum Premium Payments................................................................................ 18
Termination......................................................................................................... 18
Grace Period........................................................................................................ 18
Death Benefit Under The Policy......................................................................................... 18
Account Value And Cash Surrender Value................................................................................. 19
Account Value....................................................................................................... 19
Automated Account Value Transfer.................................................................................... 19
Investment Return................................................................................................... 20
Cash Surrender Value................................................................................................ 20
Withdrawals......................................................................................................... 20
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Policy Loan Privilege................................................................................................. 20
Source of Loan..................................................................................................... 20
If Loans Exceed the Policy Account Value........................................................................... 20
Interest........................................................................................................... 21
Repayment.......................................................................................................... 21
Interest on Loaned Value........................................................................................... 21
Effect of Loan..................................................................................................... 21
Free Look Provision................................................................................................... 21
Exchange Privilege.................................................................................................... 21
Your Voting Rights.................................................................................................... 21
Our Rights............................................................................................................ 21
Directors And Executive Vice Presidents Of MassMutual................................................................. 22
The Guaranteed Principal Account...................................................................................... 23
Federal Income Tax Considerations..................................................................................... 23
MassMutual - Tax Status............................................................................................ 24
Policy Proceeds, Premiums, and Loans............................................................................... 24
Modified Endowment Contracts....................................................................................... 24
Diversification Standards.......................................................................................... 25
Additional Provisions Of The Policy................................................................................... 26
Paid-up Policy Date................................................................................................ 26
Reinstatement Option............................................................................................... 26
Payment Options.................................................................................................... 26
Fixed Amount Payment Option........................................................................................ 26
Fixed Time Payment Option.......................................................................................... 26
Interest Payment Option............................................................................................ 26
Lifetime Payment Option............................................................................................ 26
Joint Lifetime Payment Option...................................................................................... 26
Joint Lifetime Payment Option with Reduced Payments................................................................ 26
Withdrawal Rights under Payment Options............................................................................ 26
Beneficiary........................................................................................................ 26
Changing the Owner or Beneficiary.................................................................................. 26
Right to Substitute Insured........................................................................................ 27
Assignment......................................................................................................... 27
Dividends.......................................................................................................... 27
Limits on Our Right to Challenge the Policy........................................................................ 27
Misstatement of Age or Sex......................................................................................... 27
Suicide............................................................................................................ 27
When We Pay Proceeds............................................................................................... 27
Records And Reports................................................................................................... 28
Sales And Other Agreements............................................................................................ 28
Commissions Schedule............................................................................................... 28
Bonding Arrangement................................................................................................ 28
Legal Proceedings..................................................................................................... 28
Experts............................................................................................................... 28
Financial Statements.................................................................................................. 28
Appendix A............................................................................................................ 52
Appendix B............................................................................................................ 59
</TABLE>
4
<PAGE>
Definition Of Terms
Account Value: The sum of the Variable Account Value and the Fixed Account Value
of the Policy.
Automated Account Value Transfer: The automated transfer process which allows a
Policyowner to specify, subject to applicable transfer rules, a specific dollar
amount or a whole-number percentage of a Division's Account Value to be
transferred monthly from that Division to any other Division(s) and/or the
Guaranteed Principal Account.
Beneficiary: The person or persons that the Policyowner specifies to receive
insurance proceeds after the Insured dies.
Case: A group of Policies sold to individuals with a common employment or other
non-insurance motivated relationship. All Policies in a Case are aggregated for
purposes of determining the Policy Date or Issue Date, underwriting requirements
and sales load percentages.
Cash Surrender Value: The amount payable to a Policyowner upon Surrender of the
Policy. It is equal to the Account Value less any Policy Debt.
Death Benefit: The amount payable to the named Beneficiary when the Insured
dies. A choice of Death Benefits is available under the Policy (referred to as
"Option 1" and "Option 2"). The Death Benefit equals the greater of the Selected
Face Amount (plus the Account Value, under Option 2), or the Minimum Face Amount
in effect on the date of death, less Policy Debt, plus unearned or minus unpaid
monthly deductions.
Divisions: The subaccounts of the Separate Account, each of which invests in
shares of either the MML Series Investment Fund, the Oppenheimer Variable
Account Funds or the Panorama Series Fund, Inc.
Fixed Account Values: Account Values which are allocated to the GPA.
Free Look Period: The period during which a Policyowner may return the Policy.
It must be within 10 days of receipt of the Policy, or within 10 days after the
Policyowner receives the notice of a right to withdraw, or within 45 days after
the date of Part I of the Application, whichever is latest (unless a different
period is mandated under applicable state law). Until the expiration of the Free
Look Period, amounts will be held in the MML Money Market Division.
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.
Home Office: The Home Office of MassMutual is located at 1295 State Street in
Springfield, Massachusetts.
Initial Case Premium Paid: The total dollar amount paid for all Policies in a
Case before the Case is installed on the administrative system.
Insured: Person whose life this Policy insures.
Issue Date: The date shown on the Schedule Page. It is the start date of the
suicide and contestability periods. It is also the date from which the Policy is
in force if the first premium has been paid.
Minimum Face Amount: An amount equal to Account Value times the Minimum Face
Amount percentage. This percentage depends upon the Insured's age, sex and
smoking classification.
Monthly Calculation Date: The date on which the monthly deductions under the
Policy are deducted from the Account Value. The first Monthly Calculation Date
will be the Policy Date, and subsequent monthly deductions will be on the same
date of each succeeding calendar month.
Net Premium: Premium paid less sales expense and premium tax charges.
Paid-up Policy Date: The Policy Anniversary Date nearest the Insured's 100th
birthday.
Policy: The Flexible Premium Variable Life Insurance Policy With Table Of
Selected Face Amounts offered by MassMutual that is described in this
Prospectus.
Policy Anniversary: The anniversary of the Policy Date.
Policy Date: The date shown on the Schedule Page of the Policy used as the
starting point for determining Policy Anniversary Dates, Policy Years and
Monthly Calculation Dates.
Policy Debt: The amount of obligation from a Policyowner to MassMutual from
outstanding loans 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 corporation, partnership, trust, individual, or other entity
who owns the Policy.
Premium: The total dollar amount paid for the Policy.
Premium Tax: The amount of premium tax, if any, charged by a state or other
governmental authority.
Register Date: The date the Company allocates the initial premium less certain
deductions to the Separate Account. It is the Valuation Date which is on, or
next follows the later of the date on which We receive a completed Part I of the
Application for this Policy at our Home Office or the date We receive the first
premium payment for the Policy at our Home Office.
Selected Face Amount: The amount of insurance coverage chosen by the
Policyowner.
Separate Account: The segregated asset account called "Massachusetts Mutual
Variable Life Separate Account I" established by MassMutual under the laws of
Massachusetts and registered as a unit investment trust under the Investment
5
<PAGE>
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, and for each such policy there will be a designated
segment of the Separate Account.
Surrender: A surrender by the Policyowner of all rights under the Policy in
exchange for the entire Cash Surrender Value under the Policy.
Valuation Date: Any 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.
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.
We or Us: Refers to MassMutual.
Withdrawal: A withdrawal of Account Value by the Policyowner.
You or Yours: Refers to the Policyowner.
6
<PAGE>
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 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 and
certain provinces of Canada. As of December 31, 1996, MassMutual had total
contingency reserves in excess of $2.6 billion and consolidated assets of $55.8
billion.
On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. The merger does not affect any provisions of,
or rights or obligations under, policies or contracts previously issued by
MassMutual.
What variable life insurance policy are We offering? In this
Prospectus We are offering a Flexible Premium Variable Whole Life Insurance
Policy With Table Of Selected Face Amounts (the "Policy"). We issue this Policy
to provide for a Death Benefit and Cash Surrender Value, as well as loan
privileges and flexible premiums. It is called "flexible" because the
Policyowner may select the timing and amount of premium payments. It is called
"variable" because, unlike the fixed benefits of a traditional whole life
policy, the Death 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 is a legal contract between the Policyowner and MassMutual. The
entire contract consists of the application to the Policy (the "Application"),
the Policy and any amendments or riders added thereto.
Availability. The Policy is available on a "Case" or, state law permitting, on
an individual basis. "Case basis" means that the Insureds share a common
employment or other institutional relationship and that all Policies in the Case
are aggregated for purposes of determining Issue Dates, Policy Dates,
underwriting requirements and sales load percentages. If an individual Insured
owns the Policy, he or she may exercise all rights and privileges under the
Policy through their Employer or other sponsoring entity acting as Case
administrator. After termination of the employment or other relationship, an
individual who owns the Policy may exercise such rights and privileges directly
with MassMutual.
The minimum Selected Face Amount is $25,000 per life for ages 20 through 85 (age
nearest birthday). The minimum Case premium is $250,000 of first year annualized
premium. The Insured may not be younger than age 20 nor older than age 85 as of
the Policy Date for Policies issued on a regular underwriting basis. For
Policies underwritten on a guaranteed issue underwriting basis or on a
simplified issue underwriting basis, the Insured may not be younger than age 20
nor older than age 65 as of the Policy Date. Before issuing any Policy We will
require satisfactory evidence of insurability, except under a guaranteed issue
underwriting approach if the Insured is not older than age 65 as of the Policy
Date.
Underwriting. The Policies within a Case are underwritten on the same basis,
i.e., a regular underwriting, simplified issue underwriting, or guaranteed issue
underwriting approach is used for all Policies in a Case. Availability of a
regular underwriting approach is subject to state approval. Mortality charges
vary depending on the type of underwriting used.
What is the Account Value of the Policy? The Account Value is determined by the
amount and frequency of premium payments, the investment experience of the
Divisions chosen by the Policyowner (the Variable Account Value), the interest
earned on Account Value allocated to the GPA (the Fixed Account Value), and any
Withdrawals or charges imposed in connection with the Policy. The Policyowner
bears the investment risk of any depreciation in value of the underlying assets
of the Divisions but also may benefit from any appreciation in value. For
details see Account Value on page 19.
What are the Divisions of the Separate Account? The Separate Account has
seventeen Divisions - the MML Equity Division, the MML Equity Index Division,
the MML Blend Division, the MML Managed Bond Division, the MML Money Market
Division, the Oppenheimer Global Securities Division, the Oppenheimer Capital
Appreciation Division, the Oppenheimer Growth Division, the Oppenheimer Growth &
Income Division, the Oppenheimer Multiple Strategies Division, the Oppenheimer
High Income Division, the Oppenheimer Strategic Bond Division, the Oppenheimer
Bond Division, the Oppenheimer Money Division, the Panorama LifeSpan Capital
Appreciation Division, the Panorama LifeSpan Balanced Division and the Panorama
LifeSpan Diversified Income Division. (The Panorama LifeSpan Divisions and the
MML Equity Index Division are subject to state availability.) 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 on page
11.
The MML Equity Division invests in shares of MML Equity Fund. The MML Equity
Index Division invests in shares of MML Equity Index Fund. The MML Blend
Division invests in shares of MML Blend Fund. The MML Managed Bond Division
invests in shares of MML Managed Bond Fund. The MML Money Market Division
invests in shares of MML Money Market Fund. Oppenheimer Global Securities,
Capital Appreciation, Growth, Growth & Income, Multiple Strategies, High Income,
Strategic Bond, Bond and Money Divisions invest in shares of Oppenheimer Global
Securities Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund,
Oppenheimer Growth & Income Fund, Oppenheimer Multiple Strategies Fund,
Oppenheimer High Income Fund, Oppenheimer Strategic Bond Fund, Oppenheimer Bond
Fund and Oppenheimer Money Fund, respectively. The Panorama LifeSpan Capital
Appreciation, Balanced and Diversified Income Divisions invest in shares of
Panorama LifeSpan Capital Appreciation, Balanced and Diversified Income
Portfolios, respectively.
7
<PAGE>
MML Equity Fund, MML Equity Index Fund, MML Blend Fund, MML Managed Bond Fund
and MML Money Market Fund (the "MML Funds") are separate series of shares of MML
Series Investment Fund (the "MML Trust"), an open-end diversified management
investment company. MassMutual acts as investment manager to each of the MML
Funds. MassMutual had entered into investment sub-advisory agreements with
Concert Capital Management, Inc. ("Concert"). Concert served as the investment
sub-adviser to the MML Equity Fund and the Equity Sector of the MML Blend Fund
from 1993-1996. Concert merged with and into David L. Babson & Company, Inc.
("Babson") effective December 31, 1996. At such time, Concert and Babson were
wholly-owned subsidiaries of Babson Acquisition Corporation, which is a
controlled subsidiary of MassMutual. Thus, effective January 1, 1997, Babson
serves as the investment sub-adviser to MML Equity Fund and the Equity Sector of
the MML Blend Fund. MassMutual has also entered into an investment sub-advisory
agreement with Mellon Equity Associates ("Mellon Equity") to serve as the
investment sub-adviser to the MML Equity Index Fund. MassMutual, Babson and
Mellon Equity are registered as investment advisers under the Investment
Advisers Act of 1940.
OppenheimerFunds, Inc. ("OFI") supervises the investment operations of the
Oppenheimer Variable Account Funds (the "Oppenheimer Trust"), and the Panorama
Series Fund, Inc., ("Panorama Fund"), determines the composition of each
respective portfolio, and furnishes advice and recommendations with respect to
the investments, investment policies and purchase and sale of securities,
pursuant to an investment advisory agreement with each Oppenheimer Fund and
Panorama Portfolio. (Prior to January 5, 1996, OFI was known as Oppenheimer
Management Corporation.) Oppenheimer Global Securities Fund, Oppenheimer Capital
Appreciation Fund, Oppenheimer Growth Fund, Oppenheimer Growth & Income Fund,
Oppenheimer Multiple Strategies Fund, Oppenheimer High Income Fund, Oppenheimer
Strategic Bond Fund, Oppenheimer Bond Fund, and Oppenheimer Money Fund (the
"Oppenheimer Funds") are part of the Oppenheimer Trust. Panorama LifeSpan
Capital Appreciation Portfolio, Panorama LifeSpan Balanced Portfolio and
Panorama LifeSpan Diversified Income Portfolio (the "LifeSpan Portfolios") are
part of the Panorama Fund. Both the Oppenheimer Trust and the Panorama Fund are
open-end, diversified, management investment companies, which are available to
act as the investment vehicle for separate accounts for variable insurance
policies offered by insurance companies. OFI is registered as an investment
adviser under the Investment Advisers Act of 1940. The Manager,
OppenheimerFunds, Inc., has engaged three sub-advisers: Babson-Stewart Ivory
International ("Babson-Stewart"), BEA Associates ("BEA") and Pilgrim Baxter &
Associates ("Pilgrim Baxter") to provide day-to-day portfolio management for
certain components of the LifeSpan Portfolios.
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 on page 23.
Is the level of the Death Benefit guaranteed? There are two Death Benefit
options. The Death Benefit equals the greater of the Policy's Selected Face
Amount for the Policy Year of death (plus the Account Value on the date of death
if Death Benefit Option 2 is elected) or the Minimum Face Amount in effect on
the date of death of the Insured. Death Benefit proceeds under either Option
will be reduced by any outstanding Policy Debt, plus or minus unearned or unpaid
monthly deductions. 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 on page 18.
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 on page 24.
Does the Policy have a Cash Surrender Value? The Policyowner may surrender the
Policy at any time and receive its Account Value less any Policy Debt. There is
no surrender charge. Withdrawals are allowed subject to certain restrictions and
are subject to a withdrawal charge of 2.0% of the Account Value not to exceed
$25.00 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 on page 20; Federal Income Tax
Considerations - Policy Proceeds, Premiums and Loans on page 24.
What is a modified endowment contract? A modified endowment contract (as defined
by the Internal Revenue Code) is a life insurance policy under which the
premiums paid during the first seven contract years exceed the cumulative
premiums payable under a policy providing for guaranteed benefits upon the
payment of seven level annual premiums. Certain changes to a life insurance
policy can subject it to retesting 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 on page 24.
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
8
<PAGE>
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
on page 24.
What about Premiums? There are five concepts which are important to the
discussion of premiums for this Policy: the minimum initial Policy premium; the
minimum annual planned Policy premium; the planned Policy premium; the minimum
Case premium; and the Initial Case Premium Paid.
A minimum initial Policy premium is payable either at the time You submit Your
Application or at some time prior to the delivery of the Policy. The minimum
annual planned Policy premium is a level amount used in determining the sales
load percentage breakpoint and varies by initial Selected Face Amount, issue
age, and sex. The planned Policy premium is elected on the Application and
becomes the basis for the Policy's premium billing. The amount of planned Policy
premiums originally selected in the Application may be changed at any time upon
written request.
The minimum Case premium is $250,000 of first year annualized premium for all
Policies in a Case. The Initial Case Premium Paid is the amount of premium for
all Policies in a Case on deposit with MassMutual at the time the Policies are
installed on the administration system. The Initial Case Premium Paid determines
sales load percentages for all Policies in that Case.
For details see General Provisions Of The Policy - Premiums on page 18.
When are Initial Premiums allocated to the Guaranteed Principal Account or the
Separate Account? The initial Net Premium (i.e., premium paid less the
deductions described in Deductions From Premiums) will be allocated to the MML
Money Market Division, which invests in the MML Money Market Fund (see Free Look
Provision on page 21). At the end of the Free Look Period, the Account Value
will be allocated to the GPA and/or Divisions according to the Policyowner's
instructions in the Application and subject to MassMutual's allocation
rules.
How can the Net Premium and the Account Value of the Policy be allocated among
the Guaranteed Principal Account and the Divisions? When You apply for a Policy
You choose the percentages of Your premiums to be allocated to the Divisions
(maximum of eight at one time) and the GPA. A Policyowner may choose any
whole-number percentages as long as the total is 100%. The allocation of future
Net Premiums may be changed at any time without charge.
The Account Value of the Policy may be transferred between the GPA 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 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. For details, see The Separate Account. Automated
Account Value Transfer is also available. For details, see Automated Account
Value Transfer. For details see Account Value on page 19.
How long will the Policy remain in force? The Policy does not automatically
terminate for failure to pay planned Policy premiums. Payment of these amounts
does not guarantee the Policy will remain in force. The Policy terminates only
when the Account Value less any Policy Debt is insufficient to pay the monthly
deduction, and a grace period expires without sufficient payment. For details
see Termination and Grace Period on page 18.
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 vary
depending on the total Initial Case Premium Paid for all Policies in the Case
before installation on the administration system. There are two additional
deductions from gross premiums: (i) for state premium taxes; and (ii) 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 on page 10.
Certain monthly charges are deducted directly from the Policy's Account Value on
each Monthly Calculation Date. These monthly deductions are equal to the sum of
a mortality charge, an administrative charge, and an underwriting charge. The
underwriting charge is only applicable for Policies issued under a regular
underwriting approach.
Some deductions are made on a daily basis against the assets of the Divisions. A
daily charge calculated at a current annual rate of .30% of the value of the
assets of each Division is charged for mortality and expense risks. In no event
will this rate exceed .60%. 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 2.0% of the amount withdrawn is imposed for
each Withdrawal.
For details see Charges Under The Policy on page 10 and Federal Income Tax
Considerations on page 23.
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 the Account Value on the date the loan
is to be made reduced by: (i) any outstanding Policy Debt; (ii) interest on the
loan being made and on any outstanding Policy Debt to the next Policy
Anniversary Date; and (iii) an amount equal to the most recent monthly charge
for the Policy multiplied by the number of Monthly Calculation Dates from the
date the loan is made, up to and including the next Policy Anniversary Date.
(The maximum loan amount may be different if required by state law.) For details
see Policy Loan Privilege on page 20.
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.
9
<PAGE>
MassMutual does not expect that any dividends will be paid under the Policies.
For details see Dividends on page 27.
Do I have a right to cancel? Under the Free Look Provision, the Policyowner has
a limited right to return the Policy and receive a refund. This right expires on
the latest of the following:
. Ten days after You receive the Policy; or
. Ten days after You receive a Notice of Withdrawal Right; or
. 45 days after Part 1 of the Policy Application was signed.
The Policy may be returned to our Home Office, to any of our agency offices, or
to the agent who sold You the Policy. For details see Free Look Provision on
page 21.
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 charge. The sales load percentage varies
depending on the total Initial Case Premium Paid for all Policies in the Case.
Sales Load. Effective January 1, 1997 (subject to state availability), the sales
load component of the premium deduction is based on the total Initial Case
Premium Paid for all Policies under a Case before installation on the
administration system. For Policies issued under a Case with an Initial Case
Premium Paid of less than $3,500,000, the sales load percentages will decrease
after the fifth Policy Year. For Policies issued under a Case with an Initial
Case Premium Paid of $3,500,000 or more, the sales load will not change after
the fifth Policy Year. Please note for Policies issued under a Case with an
Initial Case Premium Paid of less than $3,500,000, the premiums are tracked on
an annual cumulative basis for each Policy, and the year 1 through 5 sales load
percentages will be higher on premium payments made below the specified minimum
annual planned Policy premium.
<TABLE>
<CAPTION>
Sales Load
Initial Case Premium Paid Years 1-5 Years 6+
<S> <C> <C>
Less than $3,500,000
Less than or equal to the
Minimum Planned Policy
Premium 18.00% 6.00%
Greater than the Minimum
Planned Policy Premium 6.00% 6.00%
Greater than or equal to
$3,500,000 but less than
$7,000,000 5.50% 5.50%
Greater than or equal to
$7,000,000 but less than
$10,000,000 3.25% 3.25%
Greater than or equal to
$10,000,000 .75% .75%
</TABLE>
For Policies issued under a Case installed on the administration system prior to
January 1, 1997, the following sales load provision applies. For Policies issued
under a Case with an Initial Case Premium Paid of less than $1,000,000, the
sales load percentages will decrease after the fifth Policy Year. For Policies
issued under a Case with an Initial Case Premium Paid of $1,000,000 or more, the
sales load will not change after the fifth Policy Year. Please note for Policies
issued under a Case with an Initial Case Premium Paid of less than $1,000,000,
the premiums are tracked on an annual cumulative basis for each policy, and the
year 1 through 5 sales load percentages will be higher on premium payments made
below the specified minimum annual planned Policy premium.
<TABLE>
<CAPTION>
Sales Load
Initial Case Premium Paid Years 1-5 Years 6+
<S> <C> <C>
Less than $1,000,000
Less than or equal to the
Minimum Planned Policy
Premium 18.00% 6.00%
Greater than the Minimum
Planned Policy Premium 6.00% 6.00%
Greater than or equal to
$1,000,000 but less than
$2,500,000 7.00% 7.00%
Greater than or equal to
$2,500,000 but less than
$5,000,000 5.50% 5.50%
Greater than or equal to
$5,000,000 but less than
$10,000,000 4.00% 4.00%
Greater than or equal to
$10,000,000 3.25% 3.25%
</TABLE>
The amount of the sales load in a Policy Year is not necessarily related to our
actual sales expenses for that particular year. To the extent that sales
expenses are not covered by the sales load, they will be recovered from
MassMutual surplus, including any amounts derived from the mortality and expense
risk charge or the cost of insurance charge. For a discussion of the commissions
paid under the Policy, see Sales And Other Agreements -- Commission Schedule.
During 1996, the aggregate amount of sales load deductions was $611,325.
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 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 4.0% 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. During 1996, the aggregate state premium tax charge was
$143,879.
Deferred Acquisition Cost ("DAC") Tax Charge. We deduct 1.0% of each premium to
cover a federal premium tax assessed against MassMutual. This charge is
reasonable in relation to MassMutual's federal income tax burden, under
10
<PAGE>
Internal Revenue Code Section 848, resulting from the receipt of premiums.
During 1996, the aggregate DAC tax charge was $64,471.
ACCOUNT VALUE CHARGES
On each Monthly Calculation Date, a monthly administrative charge, a cost of
insurance charge (also referred to as the Mortality Charge in the Policy) and an
underwriting charge (if applicable) are deducted from the Variable Account Value
and Fixed Account Value in proportion to the non-loaned Account Value in the
Separate Account and the GPA.
Administrative Charge. A monthly charge is deducted to compensate MassMutual for
costs incurred in providing certain administrative services including premium
collection, recordkeeping, processing claims, and communicating with
Policyowners. Currently, the charge is $5.25 per month, or $63 annually, for
each Policy. While this charge may increase or decrease, the maximum monthly
administrative charge is $9 per month. (The maximum charge may be different if
required by state law.) Such charges will not exceed the actual cost for such
services. During 1996, the aggregate amount of deductions for administrative
charges was $4,845.
Charge for Cost of Insurance Protection. A charge for the cost of insurance
protection is deducted on each Monthly Calculation Date and is based on the
Insured's sex, attained age, the Policy Year in which the deduction is made, the
smoker and rating class of the Policy, and the type of underwriting used for the
Case. The charge varies monthly because it is determined by multiplying the
applicable cost of insurance rates by the amount at risk each Policy month. The
maximum monthly cost of insurance charge for each $1,000 of insurance for which
a charge applies is shown in the Table of Maximum Monthly Mortality Charges in
the Policy. MassMutual may charge less than these maximum charges. Any change in
these charges will apply to all Policies in the same class. During 1996, the
aggregate amount of deductions for cost of insurance protection was $104,521.
Underwriting Charge. A monthly underwriting charge is deducted from Policies
that are issued under a regular underwriting basis. The charge is based on the
amount of insurance underwritten before the Case is installed on the
administration system. This charge is fixed for a set number of Policy Years and
is shown in the Other Information section of the Policy's Schedule Page. During
1996, the aggregate amount of deductions for the underwriting charge was
$23,523.
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 0.30% of the value of each Division's assets that come
from the Policy. While this charge may increase or decrease, the maximum charge
is 0.60% annually. The aggregate amount of such charges, which are paid
quarterly, against the Separate Account divisions in 1996 was $6,306.
The mortality risk We assume is that the group of lives insured under our
Policies may, on average, live for shorter periods of time than We estimated.
The expense risk We assume is that our costs of issuing and administering
Policies may be more than We estimated.
If all the money We collect from this charge is not needed to cover Death
Benefits and expenses, it will be our gain and will be used for any proper
purpose, including payment of sales commissions. Conversely, even if the money
We collect is insufficient, We will provide for all Death Benefits and expenses.
Charges for Federal Income Taxes. We do not currently make any charge against
the 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 has been established for the
Policies.
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, monthly charges assessed against the Policy and investment
results applicable to those assets that are in excess of net assets supporting
the Policies.
MassMutual has the right to establish additional divisions of the Separate
Account from time-to-time. Amounts credited to any additional divisions
established would be invested in shares of other Funds. For any divisions, we
have the right to substitute new Funds.
11
<PAGE>
Investment of the Separate Account. The designated segment of the Separate
Account has seventeen Divisions attributable to the Policy (subject to state
availability). Each Division invests in shares of either MML Trust, Oppenheimer
Trust or Panorama Fund. The Divisions of the Separate Account are:
. The MML Equity Division - Amounts credited to this Division are invested in
shares of MML Equity Fund, or its successor.
. The MML Equity Index Division - Amounts credited to this Division are invested
in shares of MML Equity Index Fund, or its successor.
. The MML Blend Division - Amounts credited to this Division are invested in
shares of MML Blend Fund, or its successor.
. The MML Managed Bond Division - Amounts credited to this Division are invested
in shares of MML Managed Bond Fund, or its successor.
. The MML Money Market Division - Amounts credited to this Division are invested
in shares of MML Money Market 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 Oppenheimer Capital Appreciation Division - Amounts credited to this
Division are invested in shares of Oppenheimer Capital Appreciation 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 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 High Income Division - Amounts credited to this Division are
invested in shares of Oppenheimer High Income 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.
. The Oppenheimer Bond Division - Amounts credited to this Division are invested
in shares of Oppenheimer Bond 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 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.
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.
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 the five MML Funds described above, each of which has its
own investment objectives and policies. Similarly, the Oppenheimer Trust
consists of nine Oppenheimer Funds, each of which has its own investment
objectives and policies. The Panorama Fund consists of seven Panorama
Portfolios, each of which has its own objectives and policies. MassMutual
established the MML Trust for the purpose of providing vehicles for the
investment of assets held in various separate investment accounts, including the
Separate Account, established by MassMutual or by life insurance companies which
are subsidiaries of MassMutual. OFI established The Oppenheimer Trust and the
Panorama Fund were established for the purpose of providing investment vehicles
for investment only by variable life insurance contracts and variable annuities
contracts. Shares of the MML Funds, Oppenheimer Funds and Panorama Portfolios
are not offered to the general public, but solely to separate investment
accounts established by MassMutual and other life insurance company separate
account subsidiaries of MassMutual.
The primary investment objective of MML Equity Fund is to achieve a superior
total rate of return over an extended period of time from both capital
appreciation and current income. A secondary investment objective is the
preservation of capital when business and economic conditions indicate that
investing for defensive purposes is appropriate. The assets of this Fund are
normally expected to be invested primarily in common stocks and other
equity-type securities.
The investment objective of the MML Equity Index Fund is to provide investment
results that correspond to the price and yield performance of the 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(R)" 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 MML Blend Fund is to achieve as high a level of
total rate of return over an extended period of time as is considered consistent
with prudent investment risk and the preservation of capital values. This Fund
may invests in a portfolio that may include common stocks and other equity-type
securities, bonds and other debt securities with maturities generally exceeding
one year, and money
12
<PAGE>
market instruments and other debt securities with maturities generally not
exceeding one year.
The investment objective of MML Managed Bond Fund is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital values. The assets of this Fund will be invested
primarily in publicly issued, readily marketable, fixed income securities of
such maturities as MassMutual deems appropriate from time to time in light of
market conditions and prospects.
The investment objectives of MML Money Market Fund are to achieve high current
income, the preservation of capital, and liquidity. These objectives are of
equal importance. The assets of this Fund will be invested in short-term debt
instruments, including but not limited to commercial paper, certificates of
deposit, bankers' acceptances, and obligations of the United States government,
its agencies and instrumentalities.
The investment objective of 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 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.
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 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 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 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 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 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 Panorama LifeSpan Capital Appreciation Portfolio
is to seek long-term capital appreciation through a strategically allocated
portfolio consisting primarily of equity securities.
The investment objective of the Panorama LifeSpan Balanced Portfolio is to seek
capital appreciation and income through a strategically allocated portfolio of
equity securities and fixed income securities with a slightly stronger focus on
equity securities.
The investment objective of the Panorama LifeSpan Diversified Income Portfolio
is to attempt to provide long-term protection for cautious investors, seeking
high current income with opportunities for capital appreciation by focusing on
fixed income securities.
The Separate Account purchases and redeems shares of the Funds at their net
asset value which is determined at the time of the receipt of the purchase order
or redemption request without the imposition of any sales or redemption charge.
Citibank, N.A., with its home office located at 111 Wall Street, New York, NY
10005, acts as custodian for each of the MML Funds, other than the MML Equity
Index Fund. Boston Safe Deposit and Trust Company, an indirect subsidiary of
Mellon Bank Corporation, is located at One Boston Place, Boston, Massachusetts
02108, and serves as the custodian of 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 & Trust Co.,
225 Franklin Street, Boston, MA 02110, acts as custodian for each of the
Panorama LifeSpan Portfolios.
13
<PAGE>
MassMutual serves as investment manager of each of the MML Funds pursuant to
Investment Management Agreements, four of which provide for the MML Equity Fund,
MML Blend Fund, MML Managed Bond Fund and MML Money Market Fund to pay
MassMutual a quarterly fee at the annual rate of .50% of the first $100,000,000
of the MML Fund's average daily net asset value, .45% of the next $200,000,000,
.40% of the next $200,000,000 and .35% of any excess over $500,000,000. Babson
manages the investment and reinvestment of the assets of the MML Equity Fund and
the Equity Sector of MML Blend Fund.
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 of net assets and 0.36% of net assets
over $250 million. MassMutual has entered into a sub-advisory agreement with
Mellon Equity whereby Mellon Equity manages the investment and reinvestment of
the assets of the MML Equity Index Fund as sub-advisor of the Fund.
The monthly management fee payable to OFI in its capacity as investment adviser
to the Panorama LifeSpan Portfolios is based on the average daily net asset
value of each Panorama Portfolio. The annual management fees paid to OFI are as
follows: (i) for Panorama LifeSpan Diversified Income Portfolio: 0.750% of the
Portfolios average annual net asset value up to $250 million and 0.65%
thereafter; (ii) for Panorama LifeSpan Balanced Portfolio: 0.850% of the
Portfolio average annual net asset value up to $250 million and 0.75%
thereafter; and (iii) for Panorama LifeSpan Capital Appreciation Portfolio:
0.850% of the Portfolio average annual net asset value up to $250 million and
0.75% thereafter.
The monthly management fee payable to OFI in its capacity as investment adviser
to the Oppenheimer Funds is computed separately on the net assets of each Fund
as of the close of business each day. The management fee rates are as follows:
(i) for 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.
During 1996, MassMutual earned investment management fees of $5,787,673 from MML
Equity Fund, $6,344,373 from MML Blend Fund, $820,434 from MML Managed Bond Fund
and $612,946 from MML Money Market Fund. MassMutual has agreed to bear the
expenses of each of the MML Funds (other than the management fee, interest,
taxes, brokerage commissions and extraordinary expenses) in excess of .11% of
average daily net asset value through April 30, 1998.
Additional and more detailed information concerning the MML Funds, the
Oppenheimer Funds and the Panorama Portfolios, including information about the
other expenses of such Funds, may be found in the accompanying Prospectuses for
the MML Trust, the Oppenheimer Trust and the Panorama Fund.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies; certain
wholly-owned subsidiaries of MassMutual; and various employee benefit plans.
MassMutual also serves as the collateral co-manager for MassMutual Carlson CBO,
N.V.
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.
The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the MML Funds. Because
these separate accounts are invested in the same underlying MML Funds it is
possible that material conflicts could arise between owners of the Policies and
owners of the variable annuity contracts. Possible conflicts could arise if: (i)
state insurance regulators should disapprove or require changes in investment
policies, investment 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 Panorama Fund were established for use as investment
vehicles 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 and 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 the Oppenheimer Funds and Panorama
Portfolios for the existence of any such conflicts. If it is determined that a
conflict exists, the Directors will notify MassMutual, and appropriate action
will be taken to eliminate such irreconcilable conflicts. Such steps may
include: (i) withdrawing the assets
14
<PAGE>
allocable to some or all of the separate accounts from the particular
Oppenheimer Fund or Panorama Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another Oppenheimer
Fund or Panorama Portfolio; (ii) submitting the question whether such
segregation should be implemented to a vote of all affected contract owners; and
(iii) establishing a new registered management investment company or managed
separate account.
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 fees and direct
operation expenses).
Table 1 shows 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 deduction from premiums or administrative,
cost of insurance, and underwriting charges assessed against the Account Value
of the Policies. See Charges Under The Policy - Deductions From Premiums and
Account Value Charges. Therefore, these rates are not illustrative of how actual
investment performance will affect the benefits 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, Babson,
Mellon Equity, Babson-Stewart, BEA, Pilgrim Baxter and OFI as the Funds'
investment adviser.
Appendix B illustrates the performance information pertaining to a hypothetical
Policy. These figures do reflect the deduction of mortality and expense risk
charges, deductions from premiums, and Account Value charges.
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Since 20 15 10 5 3 1
Fund Inception Years Years Years Years Years Year
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MML Equity 14.22% 14.72% 16.01% 13.78% 14.71% 17.97% 20.25%
MML Blend 13.13% ---- ---- 11.89% 11.55% 12.90% 13.95%
MML Managed Bond 10.40% 10.54% 8.34% 7.27% 5.79% 3.25%
MML Money Market 6.84% 6.83% 5.76% 4.13% 4.82% 5.01%
Oppenheimer Global Securities 10.65% ---- ---- 12.38% 4.25% 17.53%
Oppenheimer Capital Appreciation 15.66% ---- 16.50% 16.68% 13.74% 20.22%
Oppenheimer Growth 14.52% ---- 14.32% 16.24% 19.99% 25.20%
Oppenheimer Growth & Income 40.54% ---- ---- ---- ---- 32.51%
Oppenheimer Multiple Strategies 11.52% ---- ---- 11.67% 11.18% 15.50%
Oppenheimer High Income 13.46% ---- 13.89% 14.88% 10.34% 15.26%
Oppenheimer Strategic Bond 7.35% ---- ---- ---- 7.54% 12.07%
Oppenheimer Bond 9.94% ---- 8.81% 7.68% 6.33% 4.80%
Oppenheimer Money 5.98% ---- 5.92% 4.42% 5.00% 5.13%
Panorama LifeSpan Capital Appreciation 18.80% ---- ---- ---- ---- ---- 17.97%
Panorama LifeSpan Balanced 14.85% ---- ---- ---- ---- ---- 13.38%
Panorama LifeSpan Diversified Income 9.61% ---- ---- ---- ---- ---- 6.93%
</TABLE>
15
<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
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MML
Equity Fund 20.25% 31.13% 4.10% 9.52% 10.48% 25.56% (0.51)% 23.04% 16.68% 2.10% 20.15% 30.54%
MML
Blend Fund 13.95% 23.28% 2.48% 9.70% 9.36% 24.00% 2.37% 19.96% 13.40% 3.12% 18.30% 24.88%
MML
Managed Bond Fund 3.25% 19.14% (3.76)% 11.81% 7.31% 16.66% 8.38% 12.83% 7.13% 2.60% 14.46% 19.94%
MML
Money Market Fund 5.01% 5.58% 3.84% 2.75% 3.48% 6.01% 8.12% 9.16% 7.39% 6.49% 6.60% 8.03%
Oppenheimer
Global Securities Fund 17.53% 2.24% -5.72% 70.32% -7.11% 3.39% 0.40% ---- ---- ---- ---- ----
Oppenheimer
Capital Appreciation Fund 20.22% 32.52% -7.59% -7.59% 27.32% 15.42% 34.72% -16.82% 27.57% 13.41% 14.34% -1.65%
Oppenheimer
Growth Fund 25.20% 36.66% 0.97% 7.25% 14.53% 25.54% -8.21% 23.59% 22.09% 3.31% 17.76% ----
Oppenheimer
Growth & Income Fund 32.51% 25.25% ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Multiple Strategies Fund 15.50% 21.36% -1.95% 15.95% 8.99% 17.48% -1.91% 15.76% 22.15% 3.97% ---- ----
Oppenheimer
High Income Fund 15.26% 20.37% -3.18% 26.34% 17.92% 33.91% 4.65% 4.84% 15.58% 8.07% 4.73%
Oppenheimer
Strategic Bond Fund 12.07% 15.33% -3.78% 4.25% ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Bond Fund 4.80% 17.00% -1.94% 13.04% 6.50% 17.63% 7.92% 13.32% 8.97% 2.53% 10.12% 18.82%
Oppenheimer
Money Fund 5.13% 5.62% 4.25% 3.09% 3.93% 6.18% 7.84% 9.56% 6.96% 6.74% 6.00% 5.00%
Panorama
LifeSpan Capital
Appreciation Fund 17.97% 6.65% ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Panorama
LifeSpan Balanced Fund 13.38% 6.08% ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Panorama
LifeSpan Diversified
Income Fund 6.93% 5.69% ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>
* The figures shown are from inception of the Funds and one year total returns.
The MML Money Market and MML Managed Bond Funds commenced operations on December
16, 1981. The MML Blend Fund commenced operations on February 3, 1984. The MML
Equity Fund commenced operations on September 15, 1971 (performance information
prior to 1974 is not available). The Oppenheimer Money Fund, Oppenheimer Bond
Fund and Oppenheimer Growth Fund commenced operations on April 3, 1985. The
Oppenheimer High Income Fund commenced operations on April 30, 1986. The
Oppenheimer Capital Appreciation Fund commenced operations on August 15, 1986.
The Oppenheimer Multiple Strategies Fund commenced operations on February 9,
1987. The Oppenheimer Global Securities Fund commenced operations on November
12, 1990. The Oppenheimer Strategic Bond Fund commenced operations on May 3,
1993. Oppenheimer Growth & Income Fund commenced operations on July 5, 1995.
Performance information for the MML Equity Index Fund is not provided because it
commenced operations on May 1, 1997. Panorama Portfolios commenced operations on
September 1, 1995.
16
<PAGE>
TABLE 2
ONE YEAR TOTAL RETURNS (Continued)
<TABLE>
<CAPTION>
For the year ended 1984 1983 1982 1981 1980 1979 1978 1977 1976 1975 1974
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MML
Equity Fund 5.40% 22.85% 25.67% 6.67% 27.62% 19.54% 3.71% (0.52)% 24.77% 32.85% (17.61)%*
MML
Blend Fund 8.24%* ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
MML
Managed Bond Fund 11.69% 7.26% 22.79%* ---- ---- ---- ---- ---- ---- ---- ----
MML
Money Market Fund 10.39% 8.97% 11.12%* ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Global Securities Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Capital Appreciation Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Growth Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Growth & Income Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Multiple Strategies Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
High Income Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Strategic Bond Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Bond Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Oppenheimer
Money Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Panorama
LifeSpan Capital
Appreciation Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Panorama
LifeSpan Balanced Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Panorama
LifeSpan Diversified
Income Fund ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
</TABLE>
17
<PAGE>
General Provisions Of
The Policy
This section of the Prospectus describes the general provisions of the Policy,
and is subject to the terms of the Policy. A Policyowner may review a copy of
the Policy upon request.
Premiums. The Policyowner selects a premium payment schedule in the Application
and is not bound by an inflexible premium schedule. Five premium concepts are
very important under the Policy: the minimum annual planned Policy premium,
planned Policy premium, minimum initial Policy premium, minimum Case premium,
and Initial Case Premium Paid.
Planned Policy Premiums. The minimum annual planned Policy premium is determined
by the initial Selected Face Amount, issue age and sex classification of the
Policy. For a Policy in a Case with an Initial Case Premium Paid of less than
$3,500,000, the sales load percentage is greater in each of the first ten Policy
Years up to the minimum annual planned Policy premium.
Planned Policy premiums are elected in the Application and may be changed at any
time. Planned Policy premiums are the basis for the Policy's premium billing.
The planned Policy premium may be subject to minimum and maximum amounts
depending on the Selected Face Amount of the Policy, the Insured's age, sex and
smoking class and the amount of the initial premium paid.
There is no penalty if the planned Policy premium is not paid, nor does payment
of this amount guarantee coverage for any period of time. Instead, the duration
of the Policy depends upon the Policy's Account Value. Even if planned Policy
premiums are paid, the Policy terminates when the Account Value becomes
insufficient to pay certain monthly charges and a grace period expires without
sufficient payment. For details see Termination.
The following table shows the minimum annual planned Policy premium (also
referred to as the "Cut-Off" premium) at certain ages for a Policy with a
Selected Face Amount of $100,000 in all years, under Death Benefit Option 1.
(See Death Benefits Under The Policy.)
MINIMUM ANNUAL PLANNED POLICY PREMIUM
LEVEL $100,000 SELECTED FACE AMOUNT
(DEATH BENEFIT OPTION 1)
<TABLE>
<CAPTION>
Issue Age
--------------------------------------------
Class Age 25 Age 40 Age 55
----- ------ ------ ------
<S> <C> <C> <C>
MALE $792 $1,590 $3,486
FEMALE $640 $1,259 $2,516
UNISEX $762 $1,521 $3,294
</TABLE>
Minimum Initial Policy Premium. A minimum initial Policy premium must be paid
along with an Application or at any time prior to the delivery of the Policy.
The amount of the minimum initial Policy premium is the amount which, after the
deductions for sales load, state premium tax, and DAC tax charge (see Deductions
From Premiums), is sufficient (disregarding investment performance) to pay
twelve times the first monthly deduction (see Account Value Charges).
Thereafter, subject to the minimum and maximum premium limitations described
below, a Policyowner may make unscheduled premium payments at any time and in
any amount.
Minimum Case Premium. The minimum Case premium is $250,000 of first year
annualized premium for all Policies in a Case.
Initial Case Premium Paid. The Initial Case Premium Paid is the amount of
premium for all Policies in a Case on deposit with MassMutual before the Case is
installed on the administrative system. The Initial Case Premium Paid determines
sales load percentages for all Policies in that Case.
Minimum and Maximum Premium Payments. While the Policy is in force, premiums may
be paid at any time before the death of the Insured subject to certain
restrictions. The minimum premium payment is $100.00. We have the right to
refund a premium paid in any year if it will increase the net amount at risk
under the Policy. Premium payments should be sent to our Home Office or to the
address indicated for payment on the notice.
Termination. This Policy does not terminate for failure to pay premiums since
payments, other than the initial premium, are not specifically required. Rather,
if on a Monthly Calculation Date, the Account Value less any Policy Debt is
insufficient to cover the total monthly deduction, the Policy enters a 61-day
grace period.
Grace Period. We allow 61 days to pay any premium necessary to cover the overdue
monthly deduction. A Policyowner will receive a notice from Us which sets forth
this amount. During the grace period, the Policy remains in force. If the
payment is not made by the later of the 61 days or 30 days after We have mailed
the written notice, the Policy terminates without value.
Death Benefit Under The Policy
The Death Benefit is the amount payable to the named Beneficiary(ies) when the
Insured dies. Upon receiving due proof of death, We pay the Beneficiary the
Death Benefit amount determined as of the date the Insured dies. All or part of
the benefit can be paid in cash or applied under one or more of our payment
options as described under Additional Provisions Of The Policy - Payment
Options.
In the Application, the applicant may select a Selected Face Amount for each
Policy Year. Under Death Benefit Option 1, the Death Benefit is the greater of
the Selected Face Amount in effect on the date of death or the Minimum Face
Amount in effect on the date of death, with possible additions or deductions.
Under Death Benefit Option 2, the Death Benefit is the greater of the sum of the
Selected Face Amount in effect on the date of death plus the Account value on
the date of death, or the Minimum Face Amount in effect on the date of death,
with possible additions or deductions. The Minimum Face Amount is equal to
Account Value times the Minimum Face Amount percentage. The percentages depend
upon the Insured's age, sex and smoking classification. The percentages are set
forth in the Table Of Minimum Face
18
<PAGE>
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 charges unpaid as of the date of death are deducted
from the Death Benefit. If the Insured dies after the first Policy Year, We will
also include a pro-rata share of any dividend allocated to the Policy for the
year death occurs. We pay interest on the Death Benefit from the date of death
to the date the Death Benefit is paid or a payment option becomes effective. The
interest rate equals the rate determined under the Interest Payment Option as
described in Additional Provisions Of The Policy - Payment Options.
The Selected Face Amount may be increased six months after issue or a previous
increase upon request by the Policyowner, subject to receipt by MassMutual of
adequate evidence of insurability. Additionally, any increase in the Selected
Face Amount will be effective on the Monthly Calculation Date which is on, or
next follows, the later of: (i) the date 15 days after a written request for
such change has been received and approved by us; or (ii) the requested
effective date of the change. Any increase must be for at least $5,000. Under
Death Benefit Option 1, the Death Benefit is unaffected by investment experience
unless the Death Benefit is based on the Minimum Face Amount. Under Option 2,
the Death Benefit may be increased or decreased by investment experience. (No
increase will be allowed after the Policy Anniversary Date nearest the Insured's
85th 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: $40,000 $50,000
(c) Minimum Face Amount
Percentage on
Date of Death: 240% 240%
(d) Minimum Face
Amount (b x c): $ 96,000 $120,000
Death Benefit if
Option #1 in effect
(greater of a and d): $100,000 $120,000
Death Benefit if
Option #2 in effect
(greater of (i) a + b
and (ii) d): $140,000 $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 under the Policy. This amount is allocated to the MML
Money Market Division until the later of: (1) the expiration of the Free Look
Period, or (2) receipt by MassMutual of notice that the Owner has received the
Policy. Subject to the allocation rules described in the Policy, the Account
Value is then allocated among the Divisions and the GPA in accordance with the
Policyowner's instructions in the Application, subject to applicable
restrictions.
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.
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 currently does not intend to charge a fee for transfers, however,
MassMutual reserves the right to charge a fee not to exceed $10 per transfer if
there are more than six transfers in a Policy Year to compensate MassMutual for
the cost of processing transfers. 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 25% of the Account Value in the
GPA (excluding Policy Debt) at the time of the transfer. However, 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, 100% of the account value in the GPA
(excluding policy loans) may be transferred to the Separate Account. The Account
Value in the GPA equal to any Policy Debt cannot be transferred to the Separate
Account. All transfers made on one Valuation Date are considered one transfer.
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. A number of transfer
options are available. Automated Account Value Transfer 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 fluc-
19
<PAGE>
tuations. 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.
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 length of time 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
on a pro-rata basis to all the designated Divisions and the GPA. No more
automated transfers will be processed.
Investment Return. The investment return of a Policy is based on:
. The Account Value held in each Division for that Policy;
. The investment experience of each Division as measured by its actual net rate
of return; and
. The interest rate credited on Account Values held in the GPA.
The investment experience of a Division reflects increases or decreases in the
net asset value of the shares of the underlying Fund, any dividend or capital
gains distributions declared by the Fund, and any charges against the assets of
the Division. This investment experience is determined each day on which the net
asset value of the underlying Fund is determined - that is, on each Valuation
Date. The actual net rate of return for a Division measures the investment
experience from the end of one Valuation Date to the end of the next Valuation
Date.
Cash Surrender Value. The Policy may be surrendered for its Cash Surrender Value
at any time while the Insured is living. Unless a later effective date is
selected, surrender is effective on the date We receive the Policy and a written
request in proper form at our Home Office. The Policy and a written request for
surrender are deemed received on the date on which they are received by mail at
MassMutual's Home Office. If, however, the date on which they are received is
not a Valuation Date, or if they are received other than through the mail after
a Valuation Time, they are deemed received on the next Valuation Date. The Cash
Surrender Value is the Account Value less any outstanding Policy Debt.
Withdrawals. Subject to certain conditions, after the Policy has been in force
for six months 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 $100 (before deducting the withdrawal charge);
the maximum amount is the Cash Surrender Value less an amount equal to the
following, whichever is applicable: if the Withdrawal is made before the Policy
Anniversary Date nearest the Insured's 65th birthday, twelve multiplied by the
most recent Account Value Charges for the Policy; if on or after such Date,
sixty multiplied by the most recent Account Value Charges. 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 charge of 2.0% of the Withdrawal, not to exceed $25.00, is deducted
from each Withdrawal. The withdrawal charge is assessed for each Withdrawal and
is intended to compensate MassMutual for the cost of processing the Withdrawals.
MassMutual does not anticipate making a profit from this charge. 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 at risk, 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.
Policy Loan Privilege
The Policy provides a loan privilege. Loans can be made on the Policy at any
time while the Insured is living. The maximum loan is an amount equal to the
Account Value at the time of the loan less any outstanding Policy Debt before
the new loan, interest on the loan being made and on any outstanding Policy Debt
to the next Policy Anniversary Date and an amount equal to the most recent
monthly charge for the Policy multiplied by the number of Monthly Calculation
Dates remaining up to including the next Policy Anniversary Date. 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 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 Policyowner in writing. This notice states the amount necessary
to bring the Policy Debt back within the limit. If We do not receive a payment
within 31
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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. On the Application, the Policyowner may select a loan interest rate of
6% per year or, where permitted, an adjustable loan rate. When an adjustable
rate is selected, MassMutual sets the rate each year that will apply for the
next Policy Year. The maximum rate is based on the monthly average of the
composite yield on seasoned corporate bonds as published by Moody's Investors
Service or, if it is no longer published, a substantially similar average. The
maximum rate is the published monthly average for the calendar month ending two
months before the Policy Year begins, or 5%, whichever is higher. If the maximum
limit is not at least 1/2% higher than the rate in effect for the previous year,
We will not increase the rate. If the maximum limit is at least 1/2% lower than
the rate in effect for the previous year, We will decrease the rate.
Interest accrues daily and becomes part of the Policy Debt as it accrues. It is
due on each Policy Anniversary. If not paid when due, the interest will be added
to the loan and, as part of the loan, will bear interest at the same rate. Any
interest capitalized on a Policy Anniversary will be treated the same as a new
loan and will be taken from the Divisions 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 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 (maximum 0.75%)
for expenses and taxes.
Effect of Loan. A Policy loan affects the Policy since the Death Benefit and
Cash Surrender Value under a Policy are reduced by the amount of the loan.
Repayment of the loan increases the Death Benefit and Cash Surrender Value under
the Policy by the amount of the repayment.
As long as a loan is outstanding, a portion of the Policy's Account Value equal
to the loan is held in the GPA. This amount is not affected by the Separate
Account's investment performance. The Account Value is also affected because the
portion of the Account Value equal to the Policy loan is credited with an
interest rate declared by MassMutual rather than a rate of return reflecting the
investment performance of the Separate Account. 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 Policyowner may cancel the Policy within 10 days (or longer if required by
state law) after the Policyowner receives it, or 10 days after the Policyowner
receives a written notice of withdrawal right or within 45 days after signing
Part 1 of the Application, whichever is latest. The Policyowner should mail or
deliver the Policy and Policy delivery receipt either to MassMutual or to the
agent who sold the Policy or to one of our agency offices. If the Policy is
cancelled in this fashion, a refund will be made to the Policyowner. The refund
equals the Account Value (or all premiums paid where required by state law),
reduced by any amounts borrowed or withdrawn. During the Free Look Period, the
initial Net Premium will be allocated to the MML Money Market Division, which
invests in the MML Money Market Fund.
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 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 $100.
Fractional votes are counted.
Policyowners receive proxy material and a form with which such instructions may
be given. If required by law or regulation, MassMutual will vote shares of the
Funds held by the Separate Account as to which no effective instructions have
been received in the same proportion as the shares as to which instructions have
been received. Otherwise, MassMutual reserves the right to vote such shares in
its own discretion.
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
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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;
. Invest the assets of the Separate Account in securities other than shares
of the Funds as a substitute for such shares already purchased or as the
securities to be purchased in the future;
. Operate the Separate Account as a management investment company under the
Investment Company Act of 1940, as amended, or in any other form permitted
by law; and
. Deregister the Separate Account under the Investment Company Act of 1940,
as amended, in the event such registration is no longer required.
MassMutual also reserves the right to change the name of the Separate Account.
We have reserved all rights to the name MassMutual and Massachusetts Mutual Life
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use our name or part of it, but We may also withdraw this right.
Directors And Executive Vice Presidents Of MassMutual
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.
Directors:
Roger G. Ackerman, Director
Chairman and Chief Executive Officer, Corning, Inc., since 1996, President
and Chief Operating Officer 1990-1996, One Riverfront Plaza - HQE 2,
Corning NY 14831.
James R. Birle, Director
President and Founder, Resolute Partners, LLC, since 1994, 2 Greenwich
Plaza - Suite 100, Greenwich CT 06830,; General Partner, Blackstone Group,
1998-1994.
Frank C. Carlucci, III, Director
Chairman, The Carlyle Group, Inc., since 1989, 1001 Pennsylvania Avenue,
N.W. - Suite 220S, Washington DC 20004.
Gene Q. Chao, Director
Chairman, President and CEO, Computer Projections, Inc., since 1991, 733 SW
Vista Avenue, Portland OR 97205-1203.
Patricia Diaz Dennis, Director
Senior Vice President and Assistant General Counsel, SBC Communications
Inc. since 1995, 175 East Houston, Room 4-A-70, San Antonio TX 87205;
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, 1775 Massachusetts
Ave., N.W., Washington DC 20036-2188.
James L. Dunlap, Director
President and Chief Operating Officer, United Meridian Corporation, since
1996, 1201 Louisiana - Suite 1400, Houston TX 77002-5603; Senior Vice
President, Texaco, Inc. 1987-1996.
William B. Ellis, Director
Senior Fellow, Yale University School of Forestry and Environmental
Studies, since 1995, 31 Pound Foolish Lane, Glastonbury, CT 06033; Chairman
and Chief Executive Officer, Northeast Utilities, 1983-1995.
Robert M. Furek, Director
President and Chief Executive Officer, Heublein, Inc., 1987-1996, 100 Pearl
Street - 14th Floor, Hartford CT 06103-4506.
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, 100 Federal Street, Boston MA 02110.
William N. Griggs, Director
Managing Director, Griggs & Santow, Inc., since 1983, 75 Wall Street - 20th
Floor, New York NY 10005.
George B. Harvey, Director
Chairman, President and CEO, Pitney Bowes, 1983-1996, 663 Ponus Ridge, New
Canaan CT 06840.
Barbara B. Hauptfuhrer, Director
Director of various corporations, since 1972, 1700 Old Welsh Road,
Huntington Valley PA 19006.
Sheldon B. Lubar, Director
Chairman, Lubar & Co. Incorporated, since 1977, 777 East Wisconsin Avenue -
Suite 3380, Milwaukee WI 53202.
William B. Marx, Jr., Director
Senior Executive Vice President, Lucent Technologies 1996-1996, 600
Mountain Avenue - Room 6A-502, Murray Hill NJ 07974: 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.
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John F. Maypole, Director
Managing Partner, Peach State Real Estate Holding Company, since 1984, PO
Box 1223, Toccoa GA 30577.
Donald F. McCullough, Director
Retired Chairman and Chief Executive Officer, Collins & Aikman Corp., since
1988, 210 Madison Avenue, New York NY 10016.
John J. Pajak, Director, President and
Chief Operating Officer
President and Chief Operating Officer, MassMutual, since 1996, Vice
Chairman and Chief Administrative Officer, 1996-1996, Executive Vice
President, 1987-1996, 1295 State Street, Springfield MA 01111.
Barbara S. Preiskel, Director
Attorney-at-Law, since 1983, 60 East 42nd Street - Suite 3125, New York NY
10165.
Thomas B. Wheeler, Director, Chairman and
Chief Executive Officer
Chairman and Chief Executive Officer, MassMutual, since 1996, President and
Chief Executive Officer, 1988-1996, 1295 State Street, Springfield MA
01111.
Alfred M. Zeien, Director
Chairman and Chief Executive Officer, The Gillette Company, since 1991,
Prudential Tower, Boston MA 02199.
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, 1295 State
Street, Springfield MA 01111.
John B. Davies
Executive Vice President, MassMutual, since 1994; Associate Executive Vice
President 1994-1994; General Agent, 1982-1993, 1295 State Street,
Springfield MA 01111.
Daniel J. Fitzgerald
Executive Vice President, Corporate Financial Operations, MassMutual, since
1994, Senior Vice President, 1991-1994, 1295 State Street, Springfield MA
01111.
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, 1295 State
Street, Springfield MA 01111; 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, 1295 State Street, Springfield MA 01111.
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 cannot exceed 0.75%. 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
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should be consulted. No attempt is made to consider any applicable state or
other tax laws.
MassMutual - Tax Status. MassMutual is taxed as a life insurance company under
Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Separate
Account is not a separate entity from MassMutual and its operations form a part
of MassMutual.
Investment income and realized capital gains on the assets of the Separate
Account are reinvested and taken into account in determining Account Values. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policies. Under existing federal
income tax law, the Separate Account's investment income, including net capital
gains, is not taxed to MassMutual to the extent applied to increase reserves
associated with the Policies. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases or net decreases
must be adjusted for tax purposes by subtracting any amount attributable to
appreciation in the value of assets or by adding any amount attributable to
depreciation. MassMutual's basis in the assets underlying the Separate Account's
Policies will be adjusted for appreciation or depreciation, to the extent the
reserves are adjusted. Thus, corporate level gains and losses, and the tax
effect thereof, are eliminated.
Due to MassMutual's current tax status, no charge is made to the Separate
Account for MassMutual's federal income taxes that may be attributable to the
Separate Account. Periodically, MassMutual reviews the question of a charge to
the Separate Account for MassMutual's federal income taxes. A charge may be made
for any federal income taxes incurred by MassMutual that are attributable to the
Separate Account. Depending on the method of calculating interest on Policy
values allocated to the Guaranteed Principal Account (see preceding section), a
charge may be imposed for the Policy's share of MassMutual's federal income
taxes attributable to that account.
Under current state laws, MassMutual may incur state and local taxes (in
addition to premium taxes). At present, these taxes are not significant. If
there is a material change in state or local tax laws, MassMutual reserves the
right to charge the Separate Account for such taxes, if any, attributable to the
Separate Account.
Policy Proceeds, Premiums, and Loans. MassMutual believes that the Policy meets
the statutory definition of life insurance under Code Section 7702 and hence
receives the same tax treatment as that accorded to fixed benefit life
insurance. Thus, the Death Benefit under the Policy is generally excludable from
the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an
exception to this general rule, where a Policy has been transferred for value,
only the portion of the Death Benefit which is equal to the total consideration
paid for the Policy may be excluded from gross income. The Policyowner is not
deemed to be in constructive receipt of the cash values, including increments
thereon, under the Policy until a full surrender or Withdrawal is made.
Upon a full surrender of a Policy for its Cash Surrender Value the Policyowner
may recognize ordinary income for federal tax purposes. Ordinary income is
computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt (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.
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, 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)
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over the previously unrecovered premiums paid. Death benefits paid under a
modified endowment contract, however, are not taxed any differently from death
benefits payable under other life insurance contracts.
A Policy is a modified endowment contract if it satisfies the definition of life
insurance set out in the Internal Revenue Code, but fails the additional "7-pay
test." A Policy fails this test if the accumulated amount paid under the
contract at any time during the first seven contract years exceeds the total
premiums that would have been payable under a policy providing for guaranteed
benefits upon the payment of seven level annual premiums. A Policy which would
otherwise satisfy the 7-pay test will still be taxed as a modified endowment
contract if it is received in exchange for a modified endowment contract.
Certain changes will require a Policy to be retested to determine whether it has
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause the Policy to be retested as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into the Policy exceed the limits under the 7-pay test for a
policy with the reduced death benefit, the Policy will become a modified
endowment contract. This change is effective retroactively to the contract year
in which the actual premiums paid exceed the new 7-pay limits.
In addition, a "material change" occurring at any time while the Policy is in
force will require the policy to be retested to determine whether it continues
to meet the 7-pay test. A material change starts a new 7-pay test period. The
term "material change" includes many increases in death benefits. A material
change does not include an increase in death benefits which is attributable to
the payment of premiums necessary to fund the lowest level of death benefits
payable during the first seven contract years, or which is attributable to the
crediting of interest or dividends with respect to such premiums.
Since the Policy provides for flexible premium payments, We will carefully
monitor 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 59 1/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, particularly where a Policy
is owned by other than an individual Insured, a qualified tax advisor should be
consulted.
Once a Policy fails the 7-pay test, loans, collateral assignments, and
distributions occurring in the year of failure and thereafter become subject to
the rules for modified endowment contracts. In addition, a recapture provision
applies to loans and distributions received in anticipation of failing the 7-pay
test. Any distribution or loan made within two years prior to failing the 7-pay
test is considered to have been made in anticipation of the failure.
Under certain circumstances, a loan or other distribution under a modified
endowment contract may be taxable even though it exceeds the amount of income
accumulated in the Policy. For purposes of determining the amount of income
received from a modified endowment contract, the law requires the aggregation of
all modified endowment contracts issued to the same Policyowner by an insurer
and its affiliates within the same calendar year. Therefore, loans and
distributions from any one such Policy are taxable to the extent of the income
accumulated in all the contracts required to be aggregated.
Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the Trusts is required to diversify
its investments. The Final Regulations generally require that on the last day of
each quarter of a calendar year no more than 55% of the value of a 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 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.
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Additional Provisions Of
The Policy
Paid-up Policy Date. The Paid-up Policy Date is the Policy Anniversary Date
nearest the Insured's 100th 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 1. 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 total monthly deduction for the Policy on the
Monthly Calculation Date on or next following the date of reinstatement;
. Evidence of insurability satisfactory to us; and
. Where necessary, a signed acknowledgement that the Policy has become a
modified endowment contract.
If We do reinstate the Policy, the Selected Face Amounts for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.
Payment Options. All or part of the Death Benefit or Cash Surrender Value may be
taken in cash or as a series of level payments. Proceeds applied will no longer
be affected by the investment experience of the Divisions or the GPA.
To receive payments, the proceeds to be applied must be at least $2,000. If the
payments under any option are less than $20 each, We reserve the right to make
payments at less frequent intervals. Payment options are as described below.
Fixed Amount Payment Option. Each monthly payment is for an agreed fixed amount
not less than $10 for each $1,000 applied under the option. Interest of at least
3% per year is credited each month on the unpaid balance and added to it.
Payments continue until the amount We hold runs out.
Fixed Time Payment Option. Equal monthly payments are made for any period
selected, up to 30 years. The amount of each payment depends on the total amount
applied, the period selected and the interest rate We credit to the unpaid
balance. This interest rate will not be less than 3% per year.
Interest Payment Option. We hold amounts applied under this option and pay
interest on the unpaid balance of at least 3% per year.
Lifetime Payment Option. Equal monthly payments are based on the life of a named
person. Payments continue for the lifetime of that person. Three variations are
available:
. Payments for life only;
. Payments guaranteed for five, ten or twenty years; or
. Payments guaranteed for the amount applied.
Joint Lifetime Payment Option. Equal monthly payments are based on the lives of
two named persons. While both named persons are living, one payment is made each
month. When one of the named persons dies, the same payment continues for the
lifetime of the other. Two variations are available:
. 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 payments.
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 Owner or, if deceased, the Owner's estate.
Changing the Owner or Beneficiary. The Owner or any Beneficiary may be changed
during the Insured's lifetime by writing to our Home Office. The change takes
effect as of the date of the request, even if the Insured dies before We receive
it. Each change is subject to any payment We made or other action by MassMutual
prior to receipt of the request.
26
<PAGE>
Right to Substitute Insured. Upon written Application to MassMutual, the Policy
may be transferred to the life of a substitute Insured. The transfer becomes
effective upon the transfer date, which is the Policy Anniversary on or next
following, the latter of the date We approve the Application for transfer; and
the date any required cost associated with the transfer is paid, subject to the
following conditions (the "Transfer Date"):
. This Policy must be in force on the Transfer Date.
. A written Application for the transfer and payment of any required cost to
transfer must be approved by Us at our Home Office.
. Evidence of insurability of the substitute Insured, satisfactory to us, is
required.
. The substitute Insured must not have been under 20 years of age on the
birthday nearest the Policy Date of this Policy.
. The substitute Insured must not be over 65 years of age on the birthday
nearest the Transfer Date.
. The Owner of this Policy after it has been transferred must have an
insurable interest in the life of the substitute Insured.
The Selected Face Amount for the substitute Insured will be determined as for a
new Insured. The Account Value immediately after transfer will be equal to: (i)
the Account Value immediately before the transfer, plus (ii) any Net Premium
necessary to make the cash surrender value, immediately before the monthly
charges are deducted on the Transfer Date, at least 12 times the monthly
charges, minus (iii) any amount which must be refunded (so that the amount at
risk is not greater than the Selected Face Amount), minus (iv) the monthly
charges on the Transfer Date. Future charges against the Policy will be based on
the life of the substitute Insured.
The costs to transfer are an administrative fee of $75, plus any premium
necessary to effect the transfer, plus any excess Policy Debt not repaid prior
to transfer. Excess Policy Debt is the amount by which Policy Debt exceeds the
maximum loan available after transfer. Any such excess must be repaid on or
before the Transfer Date.
The incontestability and suicide periods begin to run anew from the Transfer
Date. Any assignments existing on the Transfer Date will continue to apply.
The Internal Revenue Service has ruled that a substitution of Insureds is an
exchange of contracts which does not qualify for the tax deferral available
under Code Section 1035. Therefore upon a substitution of Insureds, the
Policyowner must include in current gross income all the previously unrecognized
gain in the Policy.
Assignment. The Policy may be assigned as collateral for a loan or other
obligation, subject to any outstanding Policy Debt. For any assignment to be
binding on us, We must receive a signed copy of it at our Home Office. We are
not responsible for the validity of any assignment.
Any amounts due to an assignee of the Policy which is assigned will be paid in
one sum.
Dividends. Each year MassMutual determines the divisible surplus, or the money
available to pay dividends. Each Policy may receive a dividend based upon its
contribution to this divisible surplus. MassMutual does not expect that any
dividends will be paid under the Policies.
Any dividend will be payable on the Policy Anniversary Date.
If the Insured dies after the first Policy Year, the Death Benefit includes a
pro-rata share of any dividend allocated to the Policy for the year death
occurs.
Limits on Our Right to Challenge the Policy. We must bring any legal action to
contest the validity of a Policy within two years from its Issue Date or an
increase in the Selected Face Amount. After that We cannot contest its validity,
except for failure to pay premiums.
Misstatement of Age or Sex. If the Insured's date of birth or sex as given in
the Application is not correct, an adjustment will be made. If the adjustment is
made when the Insured dies, the Death Benefit will reflect the amount provided
by the most recent mortality charge according to the correct age and sex. If the
adjustment is made before the Insured dies, then future monthly deductions will
be based on the correct age and sex.
Suicide. If the Insured commits suicide within two years (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.
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 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
27
<PAGE>
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.
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 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. Also located at 1414 Main Street, Springfield,
MA 01144-1013, MML Investors Services, Inc. ("MMLISI") serves as the
co-underwriter of the Policies. Both MML Distributors and MMLISI are registered
with the Securities and Exchange Commission (the "SEC") as broker-dealers under
the Securities Exchange Act of 1934 and are members of the National Association
of Securities Dealers, Inc. (the "NASD").
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the SEC and are members of the NASD ("selling
brokers"). We sell the Policies through agents who are licensed by state
insurance officials to sell the Policies. These agents are also registered
representatives of selling brokers or of MMLISI.
When an application for one of the Policies is completed, it is submitted to us.
The selling broker or co-underwriter perform suitability review and, in some
cases, we perform insurance underwriting. We determine whether to accept or
reject the application for the Policy and the Insured's risk classification. If
the application is not accepted, we will refund any premium that has been paid.
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policies of the Separate Account. Compensation paid to
MMLISI in 1996 was $19,800. Compensation paid to MML Distributors in 1996 was
$10,000. Commissions are paid through MMLISI and MML Distributors to agents and
selling brokers for selling the Policies. During 1996 such payments amounted to
$422,677.
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 under the Policies. The commission percentage on
these Policies is based on the Initial Case Premium Paid for all Policies in a
Case. It is not affected by subsequent changes under the Case. The maximum
commission percentage paid under the Policies is 18% of premiums.
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 the Separate Account and 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. Coopers & Lybrand's report on the financial statements
of MassMutual includes explanatory paragraphs relating to the retroactive effect
of the merger of MassMutual and Connecticut Mutual Life Insurance Company, and
the pending sale of a wholly-owned subsidiary.
Actuarial matters in this Prospectus have been examined by C. Dale Games, FSA,
MAAA, Vice President, for MassMutual. His opinion on actuarial matters is filed
as an exhibit to the registration statements We filed with the SEC.
Financial Statements
The financial statements of MassMutual and the Strategic Variable Life segment
of the Separate Account included herein should be considered only as bearing
upon the ability of MassMutual to meet its obligations under the Policy.
28
<PAGE>
Appendix A
Illustrations of Death Benefits (Option 1), Cash Surrender Values and
Accumulated Premiums
The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit Option 1 and cash surrender value could vary over an
extended period of time, assuming the Funds experience hypothetical gross rates
of investment return (i.e., investment income and capital gains and losses,
realized or unrealized), equivalent to constant gross annual rates of 0%, 6% and
12%. The tables are based on annual premiums of $1,200 for a male, female and
unisex nonsmoker age 35 and an Initial Case Premium Paid of $1,000,000. Separate
tables are shown for the current simplified issue and guaranteed schedule of
charges. These tables will assist in the comparison of death benefits and cash
surrender values for the Policy with those under other variable life policies
which may be issued by MassMutual or other companies.
1. The illustration on page 53 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current simplified issue schedule of charges.
2. The illustration on page 54 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of charges.
3. The illustration on page 55 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200
using a current simplified issue schedule of charges.
4. The illustration on page 56 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200
using a guaranteed schedule of charges.
5. The illustration on page 57 is for a Policy issued to a unisex nonsmoker
age 35 for a Selected Face Amount of $100,000. The premium payment is $1,200
using a current simplified issue schedule of charges.
6. The illustration on page 58 is for a Policy issued to a unisex nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200
using a guaranteed schedule of charges.
The death benefits and cash surrender values for a Policy would be different
from the amount shown if the rates of return averaged 0%, 6% and 12% over a
period of years but varied above and below that average in individual Policy
Years. They would also differ if any Policy loan were made during the period of
time illustrated. They would also be different depending upon the allocation of
investment value to each Division, if the rates of return for all the Funds
averaged 0%, 6% or 12% but varied above or below that average for particular
Funds.
The death benefits and cash surrender values shown in illustrations 1, 3 and 5
reflect the following current charges:
1. Administrative Charge, equal to a monthly $5.25 per Policy charge for
nonqualified policies.
2. Cost of Insurance Charge, based on the current simplified issue rates
being charged by the Company.
3. Mortality and Expense Risk Charge, which is equal to .30% 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 .77% 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 illustrations 2, 4 and 6
reflect these guaranteed maximum charges:
1. Administrative Charge, equal to $9.00 per month.
2. Cost of Insurance Charge, based on the 1980 CSO Mortality Table.
3. Mortality and Expense Risk Charge, which is equal to .60% 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 .77% 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 Case with an Initial Case Premium
Paid of $1,000,000. Taking into account the Mortality and Expense Risk Charge
and the Fund level expenses, the effect is that for gross annual rates of return
of 0%, 6% and 12%, the actual net annual rate of return on a current basis would
be -1.064%, 4.872%, and 10.809%, respectively, and on a guaranteed basis would
be -1.35%, 4.560%, and 10.478%, 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 four MML Funds
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.
52
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY WITH TABLE OF SELECTED
FACE AMOUNTS
Male Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
----------------------------------------- ---------------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ----------------------------------------- ---------------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------ ------------------ ----------- ----------- -------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 816 $ 868 $ 921
2 2,583 100,000 100,000 100,000 1,622 1,778 1,940
3 3,972 100,000 100,000 100,000 2,416 2,728 3,065
4 5,431 100,000 100,000 100,000 3,199 3,722 4,310
5 6,963 100,000 100,000 100,000 3,969 4,760 5,686
6 8,571 100,000 100,000 100,000 4,870 5,996 7,366
7 10,260 100,000 100,000 100,000 5,752 7,283 9,219
8 12,033 100,000 100,000 100,000 6,614 8,623 11,262
9 13,895 100,000 100,000 100,000 7,455 10,017 13,517
10 15,850 100,000 100,000 100,000 8,278 11,470 16,008
15 27,192 100,000 100,000 100,000 12,039 19,653 32,954
20 41,668 100,000 100,000 143,383 15,097 29,586 60,756
25 60,142 100,000 100,000 215,273 17,228 41,664 105,526
30 (Age 65) 83,720 100,000 101,020 316,599 17,966 56,436 176,871
35 113,812 100,000 117,330 457,403 16,533 74,259 289,496
40 152,219 100,000 136,016 665,841 11,484 95,116 465,623
45 201,237 0 155,289 961,859 0 118,541 734,244
50 263,797 0 176,259 1,389,578 0 143,300 1,129,738
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
53
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
-------------------------------------- -----------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest -------------------------------------- -----------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------ ------------------ --------- ------------ --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 662 $ 709 $ 757
2 2,583 100,000 100,000 100,000 1,308 1,444 1,586
3 3,972 100,000 100,000 100,000 1,936 2,202 2,492
4 5,431 100,000 100,000 100,000 2,544 2,985 3,483
5 6,963 100,000 100,000 100,000 3,133 3,791 4,565
6 8,571 100,000 100,000 100,000 3,842 4,772 5,909
7 10,260 100,000 100,000 100,000 4,527 5,783 7,378
8 12,033 100,000 100,000 100,000 5,186 6,825 8,989
9 13,895 100,000 100,000 100,000 5,820 7,898 10,753
10 15,850 100,000 100,000 100,000 6,426 9,003 12,687
15 27,192 100,000 100,000 100,000 8,992 14,999 25,589
20 41,668 100,000 100,000 109,440 10,547 21,718 46,373
25 60,142 100,000 100,000 160,581 10,447 28,840 78,716
30 (Age 65) 83,720 100,000 100,000 228,051 7,607 35,848 127,403
35 113,812 0 100,000 314,135 0 41,595 198,819
40 152,219 0 100,000 429,994 0 43,833 300,695
45 201,237 0 100,000 577,439 0 36,254 440,793
50 263,797 0 0 773,030 0 0 628,479
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
54
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
--------------------------------------- -----------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------------------- -----------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------ ------------------ ---------- ------------ --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 860 $ 915 $ 969
2 2,583 100,000 100,000 100,000 1,709 1,872 2,041
3 3,972 100,000 100,000 100,000 2,544 2,870 3,223
4 5,431 100,000 100,000 100,000 3,366 3,913 4,529
5 6,963 100,000 100,000 100,000 4,173 5,001 5,971
6 8,571 100,000 100,000 100,000 5,084 6,262 7,695
7 10,260 100,000 100,000 100,000 5,978 7,577 9,598
8 12,033 100,000 100,000 100,000 6,854 8,947 11,700
9 13,895 100,000 100,000 100,000 7,713 10,378 14,022
10 15,850 100,000 100,000 100,000 8,556 11,871 16,589
15 27,192 100,000 100,000 106,111 12,477 20,350 34,119
20 41,668 100,000 100,000 167,960 15,925 30,885 62,906
25 60,142 100,000 101,181 252,182 18,768 43,992 109,644
30 (Age 65) 83,720 100,000 119,715 368,584 20,843 60,158 185,218
35 113,812 100,000 138,942 534,264 21,911 79,852 307,048
40 152,219 100,000 158,562 768,446 21,337 103,635 502,252
45 201,237 100,000 180,925 1,113,393 16,449 131,105 806,807
50 263,797 100,000 203,039 1,595,864 385 161,142 1,266,559
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
55
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS
Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
--------------------------------------- -----------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------------------- -----------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ----------- ------------------ ---------- ------------ --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 708 $ 757 $ 807
2 2,583 100,000 100,000 100,000 1,398 1,541 1,690
3 3,972 100,000 100,000 100,000 2,069 2,351 2,656
4 5,431 100,000 100,000 100,000 2,721 3,187 3,713
5 6,963 100,000 100,000 100,000 3,351 4,049 4,868
6 8,571 100,000 100,000 100,000 4,078 5,063 6,265
7 10,260 100,000 100,000 100,000 4,780 6,108 7,794
8 12,033 100,000 100,000 100,000 5,457 7,186 9,469
9 13,895 100,000 100,000 100,000 6,109 8,299 11,307
10 15,850 100,000 100,000 100,000 6,738 9,449 13,327
15 27,192 100,000 100,000 100,000 9,501 15,797 26,904
20 41,668 100,000 100,000 130,241 11,488 23,209 48,779
25 60,142 100,000 100,000 190,544 12,469 31,821 82,845
30 (Age 65) 83,720 100,000 100,000 269,521 12,064 41,866 135,438
35 113,812 100,000 100,000 373,569 8,873 53,199 214,695
40 152,219 100,000 101,335 508,564 718 66,232 332,395
45 201,237 0 110,193 688,762 0 79,850 499,103
50 263,797 0 117,135 918,009 0 92,964 728,579
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
56
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS
Unisex (85% Male), Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Current Simplified Issue Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
----------------------------------------- -----------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ----------------------------------------- -----------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------ -------------- ------------ ------------ --------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 820 $ 872 $ 925
2 2,583 100,000 100,000 100,000 1,629 1,786 1,948
3 3,972 100,000 100,000 100,000 2,427 2,740 3,079
4 5,431 100,000 100,000 100,000 3,213 3,738 4,328
5 6,963 100,000 100,000 100,000 3,986 4,780 5,709
6 8,571 100,000 100,000 100,000 4,888 6,018 7,393
7 10,260 100,000 100,000 100,000 5,772 7,309 9,252
8 12,033 100,000 100,000 100,000 6,637 8,653 11,302
9 13,895 100,000 100,000 100,000 7,481 10,051 13,564
10 15,850 100,000 100,000 100,000 8,307 11,509 16,062
15 27,192 100,000 100,000 100,000 12,092 19,730 33,075
20 41,668 100,000 100,000 147,559 15,210 29,747 60,975
25 60,142 100,000 100,000 221,362 17,449 41,972 105,915
30 (Age 65) 83,720 100,000 103,694 323,261 18,392 56,975 177,616
35 113,812 100,000 120,730 468,480 17,351 74,988 290,981
40 152,219 100,000 139,337 679,302 13,026 96,095 468,484
45 201,237 100,000 159,301 983,109 1,056 119,775 739,180
50 263,797 0 179,503 1,410,495 0 144,761 1,137,496
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
57
<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS
Unisex (85% Male), Issue Age 35, Nonsmoker
$100,000 Selected Face Amount All Years
$1,200 Annual Premium and $1,000,000 Initial Case Premium Paid
Using Guaranteed Schedule Of Charges
<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
----------------------------------------- -----------------------------------------
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest ----------------------------------------- -----------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------------ ---------------- ------------ ------------ --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 668 $ 715 $ 763
2 2,583 100,000 100,000 100,000 1,318 1,455 1,598
3 3,972 100,000 100,000 100,000 1,952 2,220 2,511
4 5,431 100,000 100,000 100,000 2,565 3,008 3,509
5 6,963 100,000 100,000 100,000 3,157 3,820 4,600
6 8,571 100,000 100,000 100,000 3,871 4,807 5,950
7 10,260 100,000 100,000 100,000 4,558 5,823 7,428
8 12,033 100,000 100,000 100,000 5,223 6,872 9,049
9 13,895 100,000 100,000 100,000 5,860 7,952 10,824
10 15,850 100,000 100,000 100,000 6,472 9,065 12,772
15 27,192 100,000 100,000 100,000 9,077 15,123 25,780
20 41,668 100,000 100,000 113,142 10,722 21,974 46,753
25 60,142 100,000 100,000 165,849 10,844 29,389 79,354
30 (Age 65) 83,720 100,000 100,000 234,130 8,520 37,022 128,643
35 113,812 100,000 100,000 324,048 1,606 43,994 201,272
40 152,219 0 100,000 443,055 0 48,845 305,555
45 201,237 0 100,000 598,084 0 47,522 449,687
50 263,797 0 100,000 798,376 0 28,312 643,851
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
58
<PAGE>
Appendix B
POLICY PERFORMANCE
This table illustrates the performance information of a hypothetical Policy's
Account Value* assuming the following:
. The Policy was in force for the period illustrated;
. 100% allocation to the respective Fund for each period illustrated;
. Current Fund, Separate Account and Policy expenses and mortality
charges**;
. The Insured is a male, issue age 50, nonsmoker;
. An annual premium of $30,000 for 15 years;
. A Selected Face Amount of $825,000;
. Initial Case Premium Paid of $1,000,000;
. Full Underwriting and Death Benefit Option 1.
<TABLE>
<CAPTION>
1 5 10 Since
Fund Year Years Years Inception
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MML Equity -6.57% 7.95% 10.94% 13.07%
MML Blend -11.59% 3.89% 8.43% 9.41%
MML Managed Bond -20.17% -1.64% 4.27% 6.61%
MML Money Market -18.65% -4.29% 0.96% 3.11%
Oppenheimer Global Securities -8.72% 3.65% 4.95% -2.57%
Oppenheimer Capital Appreciation -6.41% 8.31% 13.09% 12.47%
Oppenheimer Growth -2.57% 9.82% 11.57% 11.42%
Oppenheimer Growth & Income 3.27% ----- ----- 9.41%
Oppenheimer Multiple Strategies -10.35% 3.77% ----- 7.27%
Oppenheimer High Income -10.53% 5.28% 10.64% 10.35%
Oppenheimer Strategic Bond -13.09% ----- ----- -2.49%
Oppenheimer Bond -18.92% -1.13% 4.75% 5.62%
Oppenheimer Money*** -18.57% -4.07% 1.16% 1.16%
Panorama LifeSpan Capital Appreciation 6.57% 8.95% 11.92% 8.43%
Panorama LifeSpan Balanced 22.34% 8.45% 12.22% 6.67%
Panorama LifeSpan Diversified Income 11.43% 9.87% 8.43% 22.34%
</TABLE>
* The performance information is based on the Policy's Account 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 performance information is available
only for the year 1987 and subsequent periods.
59
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Article V of the By-laws 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
employee benefit plans;
from and against all loss, liability and expense imposed upon or
incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves
in such capacity and shall include protection for the person's heirs
and legal representatives. Indemnities hereunder shall include, but
not be limited to, all costs and reasonable counsel fees, fines,
penalties, judgments or awards of any kind, and the amount of
reasonable settlements, whether or not payable to the Company or to
any of the other entities described in the preceding paragraph, or to
the policyholders or security holders thereof.
<PAGE>
Notwithstanding the foregoing, no indemnification shall be provided
with respect to:
(1) any matter as to which the person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the
Company or, to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests
of the participants or beneficiaries of such employee benefit
plan;
(2) any liability to any entity which is registered as an investment
company under the Federal Investment Company Act of 1940 or to
the security holders thereof, where the basis for such liability
is willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office; and
(3) any action, claim or proceeding voluntarily initiated by any
person seeking indemnification, unless such action, claim or
proceeding had been authorized by the Board of Directors or
unless such person's indemnification is awarded by vote of the
Board of Directors.
In any matter disposed of by settlement or in the event of an
adjudication which in the opinion of the General Counsel or his
delegate does not make a sufficient determination of conduct which
could preclude or permit indemnification in accordance with the
preceding paragraphs (1), (2), and (3), the person shall be entitled
to indemnification unless, as determined by the majority of the
disinterested directors or in the opinion of counsel (who may be an
officer of the Company or outside counsel employed by the Company),
such person's conduct was such as precludes indemnification under any
of such paragraphs.
The Company may at its option indemnify for expenses incurred in
connection with any action or proceeding in advance of its final
disposition, upon receipt of a satisfactory undertaking for repayment
if it be subsequently determined that the person thus indemnified is
not entitled to indemnification under this Article V.
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
<PAGE>
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 flexible premium variable whole life insurance
policies described in this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.
<PAGE>
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 2
This Post-Effective Amendment is comprised of the following documents:
The Facing Sheet.
Cross-reference to items required by Form N-8B-2.
The Prospectus consisting of [__] 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.P., independent accountants;
2. Counsel opining as to the legality of securities being
registered.
3. Opinion opining as to actuarial matters contained in the Post- Effective
Amendment by C. Dale Games, Vice President.
The following Exhibits:
1. The following Exhibits correspond to those required by Paragraph A of
the instructions as to Exhibits in Form N-8B-2:
A. (1) Resolution of Board of Directors of MassMutual establishing the
Separate Account.*
(2) Not applicable.
(3) Form of Distribution Contracts:
(a)(1) Form of Distribution Servicing Agreement between MML
Distributors, LLC, and MassMutual.***
(a)(2) Co-Underwriting Agreement between MML Investors Services,
Inc. and MassMutual.***
(a)(3) Broker-Dealer Selling Agreement.***
(b) Not applicable.
<PAGE>
(c) Not applicable.
(4) Not applicable.
(5) Form of Flexible Premium Variable Whole Life Insurance Policy.*
(6) (a) Certificate of Incorporation of MassMutual.*
(b) By-Laws of MassMutual.*
(7) Not applicable.
(8) Not applicable.
(9) Not applicable.
(9) Not applicable.
(10) Application for a Flexible Premium Variable Whole Life Insurance
Policy.*
(11) Memorandum describing MassMutual's issuance, transfer, and
redemption procedures for the Policy.*
2. Opinion and Consent of Counsel as to the legality of the securities
being registered.***
3. No financial statement will be omitted from the Prospectus pursuant to
Instruction 1(b) or (c) of Part I.***
4. Not applicable.
5. Opinion and consent of C. Dale Games opining as to actuarial matters
pertaining to the securities being registered.
6. Consent of Coopers & Lybrand, L.L.P.
7. Powers of Attorney.*
Power of Attorney for John J. Pajak, President and Chief Operating
Officer of Massachusetts Mutual Life Insurance Company.***
27. Financial Data Schedule. [To be filed by amendment]
*Incorporated by reference to Registration Statement 33-87904 filed with the
Commission on December 23, 1994.
**Incorporated by reference to Post-Effective Amendment Number 1 to Registration
Statement 33-87904 filed with the Commission on April 30, 1996.
***Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account I has caused this Post-
Effective Amendment Number 2 to the 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 the [__]th 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 24, 1997, as Attorney-in-Fact pursuant to
powers of attorney filed herewith and in Post-Effective Amendment Number 1 to
the Registration Statement on April 30, 1996.
As required by the Securities Act of 1933, this Post-Effective Amendment
Number 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas B. Wheeler* Chief Executive Officer February 24, 1997
- --------------------- and Chairman of the Board
Thomas B. Wheeler
/s/ John J. Pajak* President and Chief February 24, 1997
- ----------------- Operating Officer
John J. Pajak
/s/ Daniel J. Fitzgerald* Chief Financial Officer & February 24, 1997
- ------------------------ Chief Accounting Officer
Daniel J. Fitzgerald
/s/ Roger G. Ackerman* Director February 24, 1997
- ---------------------
Roger G. Ackerman
/s/ James R. Birle* Director February 24, 1997
- ------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director February 24, 1997
- --------------------------
Frank C. Carlucci, III
/s/ Gene Chao* Director February 24, 1997
- -------------
Gene Chao
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Patricia Diaz Dennis* Director February 24, 1997
- ------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director February 24, 1997
- -----------------
Anthony Downs
/s/ James L. Dunlap* Director February 24, 1997
- -------------------
James L. Dunlap
/s/ William B. Ellis* Director February 24, 1997
- --------------------
William B. Ellis
/s/ Robert M. Furek* Director February 24, 1997
- -------------------
Robert M. Furek
/s/ Charles K. Gifford* Director February 24, 1997
- ----------------------
Charles K. Gifford
/s/ William N. Griggs* Director February 24, 1997
- ---------------------
William N. Griggs
/s/ George B. Harvey* Director February 24, 1997
- --------------------
George B. Harvey
/s/ Barbara B. Hauptfuhrer* Director February 24, 1997
- --------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director February 24, 1997
- --------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director February 24, 1997
- ------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director February 24, 1997
- -------------------
John F. Maypole
/s/ Donald F. McCullough* Director February 24, 1997
- ------------------------
Donald F. McCullough
/s/ Barbara S. Preiskel* Director February 24, 1997
- -----------------------
Barbara S. Preiskel
/s/ Alfred M. Zeien* Director February 24, 1997
- -------------------
Alfred M. Zeien
</TABLE>
/s/Richard M. Howe
------------------
*Richard M. Howe - On February 24, 1997, as Attorney-in-Fact pursuant to
powers of attorney filed herewith and in Post-Effective Amendment Number 1 to
the Registration Statement on April 30, 1996.
<PAGE>
EXHIBIT LIST
99.A.3.A.1 Form of Distribution Contract
99.A.3.A.2 Form of Co-Underwriting Agreement
99.A.3.A.3 Form of Broker-Dealer Selling Agreement
99.2 Opinion and Consent of James M. Rodolakis
99.C.6 Opinion and Consent of C. Dale Games
99.5 Powers of Attorney
<PAGE>
EXHIBIT 99.A.3.A.1
DISTRIBUTION CONTRACT
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.
<PAGE>
2. Services. MML Distributors agrees, on behalf of MassMutual and the Separate
Account, and in its capacity as Underwriter, to undertake at its own expense
except as otherwise provided herein, to provide certain sales,
administrative and supervisory services relative to the Contracts as
described below, and otherwise to perform all duties that are necessary and
proper for the distribution of the Contracts as required under applicable
federal and state securities laws and NASD regulations.
3. Selling Group. MML Distributors may enter into sales agreements for the
sale of the Contracts with independent broker-dealer firms ("Independent
Brokers") whose registered representatives have been or shall be licensed
and appointed as life insurance agents of MassMutual. All such agreements
shall be in a form agreed to by MassMutual. All such agreements shall
provide that the Independent Brokers must assume full responsibility for
continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice (the "Rules") and all applicable federal and state
securities and insurance laws. All associated persons of such Independent
Brokers soliciting applications for the Contracts shall be duly and
appropriately licensed and appointed for the sale of the Contracts under
the Rules and applicable federal and state securities and insurance laws.
4. Compliance and Supervision. All persons who are engaged directly or
indirectly in the operations of MML Distributors and MassMutual in
connection with the offer or sale of the Contracts shall be considered a
"person associated" with MML Distributors as defined in Section 3(a)(18) of
the 1934 Act. MML Distributors shall have full responsibility for the
securities activities of each such person as contemplated by Section 15 of
the 1934 Act.
MML DISTRIBUTORS shall be fully responsible for carrying out all
compliance, supervisory and other obligations hereunder with respect to the
activities of its registered representatives as required by the Rules and
applicable federal and state securities laws. Without limiting the
generality of the foregoing, MML Distributors agrees that it shall be fully
responsible for:
a) ensuring that no representative of MML Distributors shall offer or
sell the Contracts until such person is appropriately licensed,
registered, or otherwise qualified to offer and sell such Contracts
under the federal securities laws and any applicable securities
laws of each state or other jurisdiction in which such Contracts
may be lawfully sold, in which MassMutual is licensed to sell the
Contracts, and in which such person shall offer or sell the
Contracts; and
b) training and supervising MassMutual's agents and brokers who are
also registered representatives of MML Distributors for purposes of
complying on a continuous basis with the Rules and with federal and
state securities laws applicable in connection with the offering
and sale of the Contracts. In this connection, MML Distributors
shall:
i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the
opinion of MML Distributors and MassMutual is necessary to
accomplish the purposes of this Agreement;
(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
<PAGE>
compliance department to carry out the responsibilities as set
forth herein;
(iv) take reasonable steps to ensure that MassMutual agents and
brokers who are also registered representatives of MML
Distributors recommend the purchase of the Contracts only upon
reasonable grounds to believe that the purchase of the Contracts
is suitable for such applicant; and
(v) impose disciplinary measures on agents of MassMutual who are
also registered representatives of MML Distributors as required.
The parties hereto recognize that any registered representative of MML
Distributors or Independent Broker selling the Contracts as
contemplated by this Agreement shall also be acting as an insurance
agent of MassMutual or as an insurance broker, and that the rights of
MML Distributors and Independent Broker to supervise such persons shall
be limited to the extent specifically described herein or required
under applicable federal or state securities laws or NASD regulations.
5. Registration and Qualification of Contracts. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the
"Registration Statement"). The Registration Statement includes a
prospectus (the "Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as
shall from time-to-time be reasonably requested by MML Distributors for the
purpose of qualifying and maintaining qualification of the Contracts for
sale under applicable state law and for maintaining the registration of the
Separate Account and interests therein under the 1933 Act and the 1940 Act,
to the end that there will be available for sale from time-to-time such
amounts of the Contracts as MML Distributors may reasonably request.
MassMutual shall advise MML Distributors promptly of any action of the SEC
or any authorities of any state or territory, of which it is aware,
affecting registration or qualification of the Separate Account, or rights
to offer the Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, MassMutual will forthwith prepare and
furnish to MML Distributors, without charge, amendments or supplements to
the Registration Statement sufficient to make the statements made in the
Registration Statement as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
<PAGE>
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.
<PAGE>
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
<PAGE>
acceptance or rejection by MassMutual at its sole discretion.
11. Payments. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by,
or on behalf of any applicant or Contract owner, is the property of
MassMutual and shall be transmitted immediately in accordance with the
administrative procedures of MassMutual without any deduction or offset for
any reason, including by example but not limitation, any deduction or
offset for compensation claimed by MML Distributors. Checks or money orders
as payment on any Contract shall be drawn to the order of "Massachusetts
Mutual Life Insurance Company." No cash payments shall be accepted by MML
Distributors in connection with the Contracts. Unless otherwise agreed to
by MassMutual in writing, neither MML Distributors nor any of MassMutual's
agents nor any broker shall have an interest in any surrender charges,
deductions or other fees payable to MassMutual as set forth herein.
12. Insurance Licenses. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. MassMutual reserves the right to
refuse to appoint any proposed agent or broker, and to terminate an agent
or broker once appointed. MassMutual agrees to be responsible for all
licensing or other fees required under pertinent state insurance laws to
properly authorize agents or brokers for the sale of the Contracts;
however, the foregoing shall not limit MassMutual's right to collect such
amount from any person or entity other than MML Distributors.
13. Agent/Broker Compensation. Commissions or other fees due all brokers and
agents in connection with the sale of Contracts shall be paid by
MassMutual, on behalf of MML Distributors, to the persons entitled thereto
in accordance with the applicable agreement between each such broker or
agent and MassMutual or a general agent thereof. MML Distributors shall
assist MassMutual in the payment of such amounts as MassMutual shall
reasonably request, provided that MML Distributors shall not be required to
perform any acts that would subject it to registration under the 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.
<PAGE>
15. Books and Records. MML Distributors and MassMutual shall each cause to be
maintained and preserved for the period prescribed such accounts, books,
and other documents as are required of it by the 1934 Act and any other
applicable laws and regulations. In particular, without limiting the
foregoing, MML Distributors shall 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
<PAGE>
it maintains pursuant to paragraph 15 of this Agreement which are required
to be maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject
to inspection by the SEC in accordance with Section 17(a) of the 1934 Act
and Sections 30 and 31 of the 1940 Act.
17. Confirmations. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the
completion thereof as required by the 1934 Act and applicable
interpretations thereof, including Rule 10b-10 thereunder. Each such
confirmation shall reflect the facts of the transaction and the form
thereof will show that it is being sent on behalf of MML Distributors or
Independent Broker acting in the capacity of agent for MassMutual.
18. Indemnification. MassMutual shall indemnify MML Distributors, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and
against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
are made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, written information furnished to
MassMutual by MML DISTRIBUTORS, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii)
there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MML Distributors will indemnify MassMutual, its officers, directors,
employees, agents and controlling persons and hold such persons harmless,
from and against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) MML
Distributors or its registered representatives offered or sold or engaged
in any activity relating to the offer and sale of the Contracts which was
in violation of any provision of the federal securities laws or, (ii) there
is a material misrepresentation, material breach of warranty or material
failure to fulfill any covenant or warranty made or undertaken by MML
Distributors hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party
of the commencement thereof; but the omission to notify the indemnifying
party will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than under
this paragraph. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will 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
<PAGE>
expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation.
19. Independent Contractor. MML Distributors shall be an independent
contractor. MML Distributors is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury
to such agents or employees or to others through its agents or employees.
MML Distributors assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes thereunder.
20. Termination. Subject to termination as hereinafter provided, this Agreement
shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date
first above written, and this Agreement shall continue in full force and
effect from year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days
written notice to the other party, or at any time upon the mutual written
consent of the parties hereto.
This Agreement shall automatically be terminated in the event of its
assignment. Subject to MassMutual's approval, however, MML Distributors may
delegate any duty or function assigned to it in this agreement provided
that such delegation is permissible under applicable law. Upon termination
of this Agreement, all authorizations, rights and obligations shall cease
except the obligations to settle accounts hereunder, including the
settlement of monies due in connection with the Contracts in effect at the
time of termination or issued pursuant to applications received by
MassMutual prior to termination.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, and the terms hereof shall be
interpreted and construed in accordance therewith. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule,
or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be interpreted in accordance with the laws of
the Commonwealth of Massachusetts.
22. Non-exclusivity. The services of MML Distributors and MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML
Distributors and MassMutual shall be free to render similar services to
others so long as their services hereunder are not impaired or interfered
with hereby.
23. Amendment. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
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
<PAGE>
in MassMutual; and that the existence of any such dual interest shall not
affect the validity hereof or of any transaction hereunder except as
otherwise provided in the Charter, Articles of Incorporation, or By-Laws
of MassMutual and MML Distributors, respectively, or by specific provision
of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to
be affixed, as of the day and year first above written.
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
ATTEST MML DISTRIBUTORS, LLC.
By: /S/ John O'Connor
-----------------
John O Connor
/S/ Michael L. Kerley
<PAGE>
EXHIBIT 99.A.3.A.2
Co-Underwriting Agreement
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,
<PAGE>
to refuse at any time or times to sell any Contracts hereunder for any
reason, and MassMutual maintains ultimate responsibility for the sales of
the Contracts.
2. Services. MMLISI agrees, on behalf of MassMutual and in its capacity as Co-
underwriter, to undertake at its own expense except as otherwise provided
herein, to provide certain sales, administrative and supervisory services
relative to the Contracts as described below, and otherwise to perform all
duties that are necessary and proper for the distribution of the Contracts
as required under applicable federal and state securities laws and NASD
regulations.
3. Best Efforts. MMLISI shall use reasonable efforts to sell the Contracts but
does not agree hereby to sell any specific number of Contracts and shall be
free to act as underwriter of other securities. MMLISI agrees to offer the
Contracts for sale in accordance with the prospectus then in effect for the
Contracts.
4. Compliance and Supervision. All persons who are engaged directly or
indirectly in the operations of MMLISI and MassMutual in connection with the
offer or sale of the Contracts shall be considered a "person associated"
with MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall
have full responsibility for the securities activities of each such person
as contemplated by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities
of its registered representatives as required by the NASD Rules of Fair
Practice (the "Rules") and applicable federal and state securities laws.
Without limiting the generality of the foregoing, MMLISI agrees that it
shall be fully responsible for:
a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which
MassMutual is licensed to sell the Contracts, and in which such person shall
offer or sell the Contracts; and
b) training and supervising MassMutual's Agents and brokers who are
also registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities laws
applicable in connection with the offering and sale of the Contracts. In
this connection, MMLISI shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion
of MMLISI and MassMutual is necessary to accomplish the purposes of
this Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of MMLISI
who sell the Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that MassMutual Agents and
brokers who are also registered representatives of MMLISI recommend
the purchase of the Contracts only upon reasonable grounds to believe
that the purchase of the Contracts is suitable for such applicant; and
<PAGE>
(v) impose disciplinary measures on agents of MassMutual who are also
registered representatives of MMLISI as required.
The parties hereto recognize that any registered representative of MMLISI
selling the Contracts as contemplated by this Agreement shall also be acting
as an insurance agent of MassMutual or as an insurance broker, and that the
rights of MMLISI to supervise such persons shall be limited to the extent
specifically described herein or required under applicable federal or state
securities laws or NASD regulations. Such persons shall not be considered
employees of MMLISI and shall be considered agents of MMLISI only as and to
the extent required by such laws and regulations. Further, it is intended by
the parties hereto that such persons are and shall continue to be considered
to have a common law independent contractor relationship with MassMutual and
not to be common law employees of MassMutual.
5. Registration and Qualification of Contracts. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the "Prospectus")
for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MMLISI may reasonably be expected to sell. MassMutual shall advise
MMLISI promptly of any action of the SEC or any authorities of any state or
territory, of which it is aware, affecting registration or qualification of the
Separate Account, or rights to offer the Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, MassMutual will forthwith prepare and furnish to MMLISI,
without charge, amendments or supplements to the Registration Statement
sufficient to make the statements made in the Registration Statement as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. Representations of MassMutual. MassMutual represents and warrants to MMLISI
-----------------------------
as follows:
(a) MassMutual is an insurance company duly organized under the laws
of the Commonwealth of Massachusetts and is in good standing and is
authorized to conduct business under the laws of each state in which
the Contracts are sold, that the Separate Account was legally and
validly established as a segregated asset account under the Insurance
Code of Massachusetts, and that the Separate Account has been properly
registered as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as segregated investment accounts
for the Contracts.
<PAGE>
(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of MassMutual.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were or are made, not
materially misleading.
(d) MassMutual shall make available to 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.
<PAGE>
(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.
<PAGE>
13. Agent/Broker Compensation. Commissions or other fees due all brokers and
Agents in connection with the sale of Contracts shall be paid by MassMutual, on
behalf of MMLISI, to the persons entitled thereto in accordance with the
applicable agreement between each such broker or Agent and MassMutual or a
general agent thereof. MMLISI shall assist MassMutual in the payment of such
amounts as MassMutual shall reasonably request, provided that MMLISI shall not
be required to perform any acts that would subject it to registration under the
insurance laws of any state. The responsibility of MMLISI shall include the
performance of all activities by MMLISI necessary in order that the payment of
such amounts fully complies with all applicable federal and state securities
laws. Unless applicable federal or state securities law shall require,
MassMutual retains the ultimate right to determine the commission rate paid to
its Agents.
14. MMLISI Compensation. As payment for its services hereunder, MMLISI shall
receive an annual fee in the amount of $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.
<PAGE>
MMLISI and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and other
materials related to this Agreement. Such books, accounts, records, files, and
other materials shall remain confidential and shall not be voluntarily disclosed
to any other person or entity except as described below in section 16.
16. Availability of Records. MMLISI and MassMutual shall each submit to all
regulatory and administrative bodies having jurisdiction over the sales of the
Contracts, present or future, any information, reports, or other material that
any such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. In particular, without limiting the foregoing,
MassMutual agrees that any books and records it maintains pursuant to paragraph
15 of this Agreement which are required to be maintained under Rule 17a-3 or
17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance
with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act.
17. Confirmations. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being sent
on behalf of MMLISI acting in the capacity of agent for MassMutual.
18. Indemnification. MassMutual shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling persons
and hold such persons harmless, from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements, costs and expenses of any
nature whatsoever (including reasonable attorneys' fees and disbursements)
resulting or arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading, unless such statement or omission was made in reliance upon, and in
conformity with, written information furnished to MassMutual by MMLISI or its
registered representatives specifically for use in the preparation thereof, or
(ii) there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
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,
<PAGE>
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
19. Independent Contractor. MMLISI shall be an independent contractor. MMLISI
is responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to others
through its agents or employees. MMLISI assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all employer
taxes thereunder.
20. Termination. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of the
parties hereto. This Agreement shall automatically be terminated in the event
of its assignment. Subject to MassMutual's approval, however, MMLISI may
delegate any duty or function assigned to it in this agreement provided that
such delegation is permissible under applicable law. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except the
obligations to settle accounts hereunder, including the settlement of monies due
in connection with the Contracts in effect at the time of termination or issued
pursuant to applications received by MassMutual prior to termination.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and 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
<PAGE>
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
ATTEST: MML INVESTORS SERVICES, INC.
By: /s/ Kenneth M. Rickson
-----------------------
Kenneth M. Rickson
President and Chief
Operating Officer
/s/ Michael L. Kerley
<PAGE>
EXHIBIT A.3.A.3
Form of Broker-Dealer Selling Agreement
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")
<PAGE>
shall be paid as follows. In all states where Broker-Dealer is insurance
licensed, the appropriate Insurance Company shall pay to Broker-Dealer the
commissions set forth on Schedule "B" (hereinafter referred to as the
"Commissions"). In all states where the Broker-Dealer is not insurance
licensed, Commissions related to sales by the Registered Representatives in
those states will be paid to the appropriate Agencies designated on
Schedule "C". The appropriate Agency is the Agency which is properly
insurance licensed in the state where the sales are made and for which
Commissions are being paid.
Commissions will be paid only on premiums paid to and retained by an
Insurance Company on Products issued in accordance with applications
tendered pursuant to this Agreement. The Insurance Companies expressly
reserve the right to transfer future compensation on Products to other
broker-dealers or registered representatives in the event the owner of a
Product so requests.
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.
<PAGE>
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.
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
<PAGE>
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
<PAGE>
Registered Representative that he/she is no longer authorized to sell
the Products.
f. Suitability. Producers shall ensure that Registered Representatives
recommend the purchase of the Products only if the Registered
Representatives have reasonable grounds to believe that such purchase is
suitable for the applicant. A registered principal of Broker-Dealer will
make and record all such determinations.
g. Delivery of Prospectuses. Broker-Dealer shall, in compliance with
applicable federal and state securities laws, distribute a current
Prospectus to each person to whom a Product is offered or sold .
h. Delivery of Contracts. If an Insurance Company sends a contract for a
Product to a Producer, then Producers will assure that: (1) the contract
is delivered to the purchaser no later than 5 business days after
Producer's receipt of the contract, and (2) appropriate evidence of such
delivery to the purchaser is maintained. Producers, in accordance with
section 8 of this Agreement, shall be fully responsible for any and all
losses and expenses incurred by an Insurance Company or Distributors as
a result of Producers' failure to satisfy the obligations set forth in
this section.
i. Books and Records. Producers shall maintain all books and records
required by applicable laws and regulations in connection with the offer
and sale of the Products. The books, accounts and records of Producers
relating to the sale of the Products shall be maintained so as to
clearly and accurately disclose the nature and details of the
transactions. Without limiting the foregoing, the receipt and payment of
Commissions by Producers pursuant to this Agreement shall be reflected
on Broker-Dealer's and Agencies' books and records.
j. Confidentiality. Producers shall keep confidential all information
obtained pursuant to this Agreement (including, without limitation,
names of the purchasers of the Products) and shall disclose such
information only if the appropriate Insurance Company has authorized
such disclosure in writing or if such disclosure is expressly required
by duly authorized federal or state regulatory authorities.
k. Compliance with Laws. Producers shall, and shall ensure that Registered
Representatives, comply with all requirements of the NASD, the Exchange
Act and all other federal and/or state laws applicable to the
solicitation, sale and service of the Products including, without
limitation, all insurance regulations pertaining to replacements and the
rebating of commissions.
l. Payment of Commissions to Agencies. If commission payments are to be
made to Agencies, as provided in Section 2 of this Agreement, Producers
certify that they have received appropriate "no action" relief from the
SEC, or will conduct the business operations of
<PAGE>
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, 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
<PAGE>
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
<PAGE>
compensation claimed by Producers from such payments. No cash payments
shall be accepted by Producers in connection with the Products.
10. Submission of Applications. Broker-Dealer shall review all applications for
completeness and suitability to ensure that the application complies with
all requirements set forth in the current Prospectus and other
administrative rules established by the Insurance Companies before
submitting such applications to the Insurance Companies. Producers shall
make available to the appropriate Insurance Company all information,
whether favorable or unfavorable, which comes into Producers' possession
concerning the underwriting of any risks under a Product. Producers shall
follow established Insurance Company administrative procedures with regard
to the processing of applications and related documents. The Insurance
Companies will, as appropriate, advise Producers of these procedures.
All applications, enrollment forms, and other Insurance Company forms
received by Producers in connection with the Products shall be forwarded to
the appropriate Insurance Company's designated office promptly after
receipt by the Producers. All such documents shall be on forms supplied by
the appropriate Insurance Company and are subject to acceptance or
rejection by Distributors and the appropriate Insurance Company in their
sole discretion. If an application or payment is rejected by an Insurance
Company or Distributors and Broker-Dealer has received compensation based
on the rejected payment or application, Broker-Dealer shall promptly repay
such compensation to the appropriate Insurance Company.
11. Fidelity Bond. Producers represent that all of their directors, officers,
employees and Registered Representatives are and shall be continuously
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained at Producers' expense and shall be, at least, of the form, type
and amount required under the NASD Conduct Rules. Distributors may require
evidence, satisfactory to it, that such coverage is in force, and Producers
shall give prompt written notice to Distributors of any cancellation or
change of coverage.
Producers hereby assign any proceeds received from the fidelity bonding
company to the Insurance Company and Distributors to the extent of the
Insurance Company's and Distributors' loss due to activities covered by the
bond. If there is any deficiency amount, whether due to a deductible or
otherwise, Producers shall promptly pay the Insurance Company or
Distributors such amount on demand. Producers hereby agree to indemnify and
hold harmless the Insurance Companies and Distributors from any such
deficiency and from the costs of collection (including reasonable
attorneys' fees).
12. Independent Contractors. Producers and their Registered Representatives are
independent contractors with respect to the Insurance Companies and
Distributors and shall not have the right to hold themselves out as
employees, partners, or joint venturers of the Insurance Companies or
Distributors in connection with the solicitation of the Products or
otherwise. Producers may exercise their own judgment as to the time and
<PAGE>
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.
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: Large Corporate Market 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.
<PAGE>
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
By: Date:
--------------------------------------------------
Its:
MML BAY STATE LIFE INSURANCE COMPANY C.M. LIFE INSURANCE COMPANY
By: By:
---------------------------------
MML DISTRIBUTORS, LLC.
By: Date:
--------------------------------------------------
<PAGE>
Date:
- ----------------------------------------------------------
Print Name of BROKER-DEALER Above
- ------------------------------------------------------
Authorized Officer Sign Above
Date:
- ----------------------------------------------------------
Print Name of AGENCY Above
- ------------------------------------------------------
Authorized Officer Sign Above
<PAGE>
EXHIBIT 99.2
Opinion and Consent of James M. Rodolakis
[LETTERHEAD OF MASSMUTUAL]
February [__], 1997
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
RE: Post-Effective Amendment No. 2 to Registration Statement No. 33-87904 filed
on Form S-6
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 2 to Registration Statement No. 33-87904 under the Securities Act
of 1933 for Massachusetts Mutual Life Insurance Company's ("MassMutual")
Flexible Premium Variable Whole Life Insurance Policy With Tables of Selected
Face Amounts (the "Policy"). Massachusetts Mutual Variable Life Separate
Account I issues the Policy.
As Attorney for MassMutual, I provide legal advice to MassMutual in connection
with the operation of its variable products. In such role I am familiar with the
Post-Effective Amendment for the Policy. In so acting, I have made such
examination of the law and examined such records and documents as in my judgment
are necessary or appropriate to enable me to render the opinion expressed below.
I am of the following opinion:
1. MassMutual is a valid and subsisting corporation, organized and operated
under the laws of the Commonwealth of Massachusetts and is subject to regulation
by the Massachusetts Commissioner of Insurance.
2. Massachusetts Mutual Variable Life Separate Account I is a separate account
validly established and maintained by MassMutual in accordance with
Massachusetts law.
3. All of the prescribed corporate procedures for the issuance of the Policy
have been followed, and all applicable state laws have been complied with.
I hereby consent to the use of this opinion as an exhibit to this Post-Effective
Amendment.
Very truly yours,
/s/ James M. Rodolakis
- ----------------------
James M. Rodolakis
Attorney
<PAGE>
EXHIBIT 99.C.6
Opinion and Consent of C. Dale Games
[LETTERHEAD OF MASSMUTUAL]
February [__], 1997
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Ladies and Gentlemen:
This opinion is furnished in connection with Post-Effective Amendment No. 2 to
Registration Statement No. 33-87904 for Massachusetts Mutual Life Insurance
Company's Flexible Premium Variable Whole Life Insurance Policies with Table of
Selected Face Amounts (the "Policies") under the Securities Act of 1933. The
prospectus included in the post-effective amendment describes the Policies. I am
familiar with the forms of the Policies and the prospectus.
In my opinion, the illustrations of benefits under the Policies included in the
section entitled "Illustrations" in Appendix A of the prospectus, based on the
assumptions stated in the illustrations, are consistent with the provisions of
the respective forms of the Policies. The age selected in the illustrations is
representative of the manner in which the Policies operate.
I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 2 to Registration Statement No. 33-87904, and to the reference of
my name under the heading "Experts" in the prospectus.
Sincerely,
/s/ C. Dale Games
- -----------------
C. Dale Games, FSA, MAAA
Vice President
<PAGE>
Power of Attorney
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
<PAGE>
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 17th day of February,
1997.
/s/ John J. Pajak
- -----------------
John J. Pajak Witness
President and Chief Operating Officer
