<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Dated February 28, 1997
Pursuant to Section 8(b) of the Investment Company Act of 1940
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
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(Name of Unit Investment Trust)
1295 State Street
Springfield, Massachusetts 01111
(Address of Home Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
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I. ORGANIZATION AND GENERAL INFORMATION
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1. (a) Furnish name of the trust and the Internal Revenue Service
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Employer Identification Number.
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The trust is the GVUL Segment of Massachusetts Mutual Variable
Life Separate Account I of Massachusetts Mutual Life Insurance
Company ("the Variable Account"). The Variable Account is a
separate investment account of Massachusetts Mutual Life
Insurance Company (the "Company") and has no employer
identification number.
(b) Furnish title of each class or series of securities issued by the
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trust.
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The securities are variable riders electable under group flexible
premium adjustable life insurance certificates issued under group
flexible premium adjustable life insurance policies. The
certificates, as modified by the variable rider elected by the
certificate owner, are referred to herein as "Policy" or
"Policies." Group flexible premium adjustable life insurance
certificates issued without a variable rider are referred herein
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as "Certificates."
2. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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depositor of the trust.
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Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
FEIN: 04-1590850
3. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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custodian or trustee of the trust indicating for which class or series
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of securities each custodian or trustee is acting.
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The Company will hold in its own custody all of the securities.
4. Furnish name and principal business address and Zip Code and the
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Internal Revenue Service Employer Identification Number of each
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principal underwriter currently distributing securities of the trust.
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The principal underwriter for the Policies is:
MML Distributors, LLC
1414 Main Street
Springfield, Massachusetts 01111
FEIN: 06-1413151
The Co-Distributor for the Policies is:
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MML Investors Services, Inc.
1414 Main Street
Springfield, Massachusetts 01111
FEIN: 04-2746212
5. Furnish name of state or other sovereign power, the laws of which
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govern with respect to the organization of the trust.
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Massachusetts.
6. (a) Furnish the dates of execution and termination of agreement currently
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in effect under the terms of which the trust was organized and issued
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or proposes to issue securities.
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The Variable Account was established under Massachusetts law pursuant
to a resolution by the Board of Directors of the Company on July 13,
1988. This resolution allows the executive officers of the Company to
amend or terminate the Variable Account. The GVUL Segment of the
Variable Account to which Policy variable account values may be
allocated was established pursuant to a resolution by the Board of
Directors of the Company on February 11, 1997. The Variable Account
will continue until amended, and until such time, the Policies will be
issued pursuant to the resolution establishing the Variable Account
and the GVUL Segment of the Variable Account.
(b) Furnish the dates of execution and termination of any indenture
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or agreement currently in effect pursuant to which the proceeds
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of payments on securities issued or to be issued by the trust are
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held by the custodian or trustee.
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None.
7. Furnish in chronological order the following information with respect
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to each change of name of the trust since January 1, 1930. If the
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name has never been changed, so state.
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The name of the Variable Account has never been changed.
8. State the date on which the fiscal year of the trust ends.
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December 31.
Material Litigation
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9. Furnish a description of any pending legal proceedings, material with
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respect to the security holders of the trust by reason of the nature
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of the claim or the amount thereof, to which the trust, the depositor,
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or the principal underwriter is a party or of which the assets of the
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trust are the subject, including the substance of the claims involved
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in such proceeding and the title of the proceeding. Furnish a similar
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statement with respect to any pending administrative proceeding
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commenced by a governmental authority or any such proceeding or legal
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proceeding known to be contemplated by a governmental authority.
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Include any proceedings which, although immaterial itself, is
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representative of, or one of, a group which in the aggregate is
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material.
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There are no current or pending legal or administrative proceedings to
which the Variable Account, the Company, MML Distributors, LLC, or MML
Investors Services, Inc. is a party and which are material with
respect to the security holders of the Variable Account.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
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General Information Concerning the Securities of the Trust and the Rights
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of Holders.
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10. Furnish a brief statement with respect to the following matters for
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each class or series of securities issued by the trust.
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(a) Whether the securities are of the registered or bearer type.
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The Policies are group flexible premium adjustable life insurance
certificates with variable riders issued under group flexible
premium adjustable life insurance policies and, as such, are
"registered" in the name of the certificate owner and the records
concerning the certificate owner are maintained by or on behalf
of the Company.
(b) Whether the securities are of the cumulative or distributive
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type.
The Policies are generally of the cumulative type, providing for
no distribution of income, dividends or capital gains except in
connection with a voluntary surrender or partial withdrawal of
Policy value by a Policyowner, or in connection with the payment
of death benefits. However, the Company is a mutual life
insurance company and therefore, the Policies are participating
although the Company does not expect to credit any dividends upon
the Policies while they remain in force. The Company intends, if
experience indicates that current charges are greater than needed
to cover expenses, to reduce those charges further so that there
will be no source of distributable surplus attributable to the
Policies.
(c) The rights of security holders with respect to withdrawal or
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redemption.
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A Policy may be surrendered at any time without imposition of a
surrender charge.
After the Certificate has been in force for six months, the
Policyowner may make partial withdrawals in a minimum amount of
$500 from the Policy value at any time upon written request filed
with the Company. A transaction charge, which is the smaller of
2% of the amount withdrawn or $25.00, will be assessed in all
cases.
(d) The rights of security holders with respect to conversion,
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transfer, partial-redemption, and similar matters.
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TRANSFER - The Policies permit Account Value to be allocated
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either to the Company's General Account or to up to eight of the
Divisions of the Variable Account. Each Division invests
exclusively in an investment portfolio ("Underlying Fund") of the
Panorama Series Fund, Inc. (the "Panorama Fund"), managed by
OppenheimerFunds, Inc. ("OFI"), Oppenheimer Variable Account
Funds (the "Oppenheimer Funds"), also managed by OFI, or the MML
Series Investment Fund
<PAGE>
(the "MML Fund"), managed by the Company. Subject to certain
restrictions, the Policyowner may transfer amounts among and
between the Divisions and the General Account. The transfer
privilege is subject to the following limitations:
(1) The Policyowner may not maintain Account Value in more than
eight Divisions of the Variable Account either before or
after the transfer.
(2) Transfer requests must be in writing and may be by dollar
amounts or whole percentages.
(3) Transfers between any Division and the General Account are
subject to the following:
(a) Transfers from the General Account to any Division may
only be made once during each Policy Year.
(b) Each transfer from the General Account to any Division
may not exceed the lesser of (at the time of the
transfer):
(i) 25% of the Account Value in the General Account
(excluding Policy loans and interest payable on such
loans); or
(ii) 100% of the Policy's Account Value in the General
Account (excluding Policy loans and interest payable on
such loans) minus an amount equal to one plus the
number of Monthly Calculation Dates remaining in the
Policy's Modal Term multiplied by the Policy's most
recent Monthly Deduction.
Restriction (i) does not apply if in each of the
previous three policy years, 25% of the Account Value
in the General Account has been transferred and there
have been no premium payments or transfers (except as a
result of a policy loan) to the General Account. All
transfers made on one Valuation Date are considered one
transfer.
(c) The Company reserves the right to charge up to $10 per
transfer if there are more than six transfers in a
Policy Year. This charge would only apply to transfers
in excess of six in any Policy Year.
Transfers among the Divisions are not subject to the restrictions
in (3) above. Transfers as a result of a Policy loan or
repayment are not subject to these rules.
A Valuation Date is 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.
A Modal Term is a period selected by the Employer for which
premium will be paid in advance by the Employer in order to keep
the Policy in force. This period may be monthly, quarterly,
semi-annual or annual. The Modal Term is specified in the
Policyowner's schedule page.
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An Employer is an employer, association, sponsoring organization
or trust which has executed a participation agreement electing
participation in the group flexible premium adjustable life
insurance contract issued by the Company.
A Monthly Calculation Date is the monthly date on which the
Monthly Deductions under the Policy are generally deducted from
the Account Value. The first Monthly Calculation Date will be
the Policy Date, and subsequent Monthly Deductions will be on the
same date of each succeeding calendar month.
A Monthly Deduction is equal to the deductions from the Account
Value under the Policy which are deducted on the Monthly
Calculation Date. The deductions are equal to the sum of the
charge for cost of insurance protection, the Administrative Fee,
and any rider charges.
FREE LOOK PRIVILEGE - The Policies are Certificates to which the
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owner has added a variable rider. The Certificate provides for
an initial Free Look Period. The Certificate owner may cancel
the Certificate until 10 days after the Certificate owner
receives the Certificate (or a longer period if required by state
law). Upon returning the Certificate, the Certificate owner will
be sent within 7 days a refund. The refund equals either: 1) the
Account Value plus any Premium Deduction(s) and Monthly
Deduction(s) reduced by any amounts borrowed or withdrawn; or,
where required by state law, 2) all premiums paid, reduced by any
amounts borrowed or withdrawn. The refund of any premium paid by
check, however, may be delayed until the check has cleared the
Certificate owner's bank.
(e) If the trust is the issuer of periodic payment plan certificates
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the substance of the provisions of any indenture or agreements
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with respect to lapses or defaults by security holders in making
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principal payments, and with respect to reinstatement.
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CONTRACT LAPSE AND REINSTATEMENT - The failure to make premium
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payments will not itself cause a Policy to lapse unless: (1) the
surrender value is insufficient to cover the next Monthly
Deduction, plus loan interest accrued, or (2) Policy loans plus
loan interest accrued ("Policy Debt") exceeds the Policy value.
If the Policy becomes in default because of (1) or (2), above,
the Policyowner will have a 61 day grace period to make
sufficient payment to prevent termination. Subject to certain
conditions, a Policy may be reinstated at any time within five
years after the expiration of the grace period provided the
Policy was not surrendered for its cash surrender value.
(f) The substance of the provisions of any indenture or agreements
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with respect to voting rights, together with the names of any
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persons other than security holders given the right to exercise
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voting rights pertaining to the trust's securities or the
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underlying securities and the relationship of such persons to the
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trust.
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To the extent required by law, the Company will vote shares held
by each Division in accordance with instructions received from
the Policyowners with Policy value in such Division. Each person
having a voting interest will be provided with proxy materials
together with an appropriate form with which to give voting
instructions to
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the Company. Shares held in each Division for which no timely
instructions are received will be voted in proportion to the
instructions received from all persons with an interest in the
Division furnishing instructions to the Company with respect to
the Underlying Funds. The Company reserves the right to vote
shares held in the Variable Account that it owns and which are
not attributable to the Policies in its discretion.
The number of votes which a Policyowner may cast will be
determined by the Company as of the record date established for
the Underlying Fund. The number of shares held in each Division
deemed attributable to each Policyowner is determined by dividing
Policy value in the Division, if any, by the net asset value of
one share in the underlying Fund in which the assets of the
Division are invested. Fractional votes will be counted.
If the 1940 Act or any rules thereunder should be amended or if
the present interpretation of the 1940 Act or such rules should
change, and as a result the Company determines that it is
permitted to vote shares of the Underlying Fund in its own right,
whether or not such shares are attributable to the Policies, the
Company reserves the right to do so.
The Company may, when required by state insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as (1) to cause a change in
the sub classification or investment objective of one or more of
the Underlying Funds or (2) to approve or disapprove an
investment advisery contract for the Underlying Funds. In
addition the Company may disregard voting instructions calling
for a change in the investment policies, any investment adviser
or principal underwriter of any Underlying Fund which may be
initiated by Policyowners or its respective Trustees or
Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in investment policies or
investment adviser, based on a good faith determination that such
change would be contrary to state law or otherwise inappropriate
in light of the Underlying Fund's objectives and purposes. In
the event the Company does disregard voting instructions, a
summary of that action and the reasons for that action will be
included in the next periodic report to Policyowners.
(g) Whether security holders must be given notice of any changes in:
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(1) the composition of the assets of the trust.
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The Company reserves the right, subject to applicable law, to
make additions to, deletions from, or substitutions for the
shares that are held in the Divisions of the GVUL Segment of
the Variable Account or that the Divisions may purchase. If
the shares of a Portfolio or Series are no longer available
for investment or if in the Company's judgment further
investment in any Portfolio or Series should become
inappropriate in view of the purposes of the Variable
Account, the GVUL Segment of the Variable Account, or the
affected Division, the Company may redeem the shares of that
Portfolio or Series and substitute shares of another
registered open-end management company. The Company will not
substitute any shares attributable to a
<PAGE>
Policy interest in a Division without notice and prior
approval of the SEC and state insurance authorities, to the
extent required by the 1940 Act or other applicable law.
The Company also reserves the right to establish additional
Divisions of the Variable Account, each of which would
invest in shares corresponding to a new Portfolio or Series
or in shares of another investment company having a
specified investment objective. Subject to applicable law
and any required Commission approval, the Company may, in
its sole discretion, establish new Divisions or eliminate
one or more Divisions if marketing needs, tax considerations
or investment conditions warrant. Any new Divisions may be
made available to existing Policyowners on a basis to be
determined by the Company.
If any of these substitutions or changes are made, the
Company may by appropriate endorsement change the Policy to
reflect the substitution or change and will notify
Policyowners of all such changes. If the Company deems it
to be in the best interest of Policyowners, and subject to
any approvals that may be required under applicable law, the
Variable Account or any Division thereof may be operated as
a management company under the 1940 Act, may be de-
registered under that Act if registration is no longer
required, or may be combined with other Divisions, Segments
of separate accounts, or other separate accounts of the
Company.
(2) the terms and conditions of the securities issued by the
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trust.
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No change in the terms and conditions of the Policies that
affect the Policyowner's rights will be made without notice
to Policyowner to the extent required by law.
(3) the provisions of any indenture or agreement of the trust.
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No notice to or consent from Policyowners is required for
any change in the Company's resolution passed by the Board
of Directors which established the Variable Account or the
GVUL Segment of the Variable Account.
(4) the identity of the depositor, trustee or custodian.
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The depositor of the Variable Account cannot be changed.
The Variable Account has no Trustees.
Notice to Policyowners need not be given for the custodian
to be changed.
(h) Whether the consent of security holders is required in order for
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action to be taken concerning any change in:
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(1) the composition of the assets of the trust.
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<PAGE>
The Policies do not require consent of the Policyowners when
changing the underlying securities of the Variable Account,
except as may be required by currently applicable law or
regulation.
(2) the terms and conditions of the securities issued by the
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trust.
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Except as appropriate to comply with federal or state law or
regulation the terms and conditions of a Policy cannot be
changed without the consent of the Policyowner.
(3) the provisions of any indenture or agreement of the trust.
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No consent is required.
(4) the identity of the depositor, trustee or custodian.
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The depositor of the Variable Account cannot be changed.
The Variable Account has no Trustees.
The consent of security holders is not required to change
the custodian.
(i) Any other principal feature of the securities issued by the trust
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or any other principal right, privilege or obligation not covered
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by subdivisions (a) to (g) or by any other item in this form.
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(1) Premium Payments - See Item 15.
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(2) Death Proceeds - As long as the Policy remains in force, the
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Company will, upon due proof of the Insured's death, pay the
Death Proceeds of the Policy to the named beneficiary. The
Company will normally pay the Death Proceeds within seven
days of receiving the death claim in good order, but the
Company may delay payments under certain circumstances. The
Death Proceeds may be received by the beneficiary in cash or
under one or more of the payment options set forth in the
Policy.
The Death Proceeds are: (a) The Sum Insured provided under
Option A or Option B, whichever is elected and in effect on
the date of death; plus (b) any additional insurance on the
Insured's life that may be provided by the Accidental Death
and Dismemberment Rider; plus (c) any portion of a Monthly
Deduction applicable for the period beyond the date of
death; minus (d) any outstanding Policy Debt and any Monthly
Deductions due and unpaid through the date in which the
Insured dies. The amount of Death Proceeds payable will be
determined as of the date of death and processed when the
Company receives of the death claim in good order at its
Home Office.
The Policy provides two Death Benefit Options: Option A and
Option B, as described below. The Policyowner designates
the desired Death Benefit Option in the Enrollment Form.
The Policyowner may change the option
<PAGE>
once per Policy year by written request. There is no charge
for a change in Option. The effective date of any such
change will be on the Policyowner's Policy Anniversary
following the date the written request is received by the
Company in good order, or if the Company receives the
written request within the 15 day period prior to a Policy
Anniversary, the change will be effective on the second
Policy Anniversary following the date of the request. The
Company will honor a request for a later effective date
provided the date coincides with the Policyowner's Policy
Anniversary.
Under Option A, the Death Benefit is equal to the greater of
the Selected Face Amount of insurance or the Minimum Face
Amount on the date of death. Under Option B, the Death
Benefit is equal to the greater of 1) the Selected Face
Amount of insurance, plus the Policyowner's Account Value,
or 2) the Minimum Face Amount on the date of death. Death
Benefit proceeds under either Option will be reduced by any
outstanding Policy Debt and unpaid Monthly Deductions and
increased by the portion of the Monthly Deduction
attributable to death benefit coverage after the Insured's
death
The Minimum Face Amount is equal to a percentage of the
Policy value as set forth in the Policy. The Minimum Face
Amount is determined in accordance with the Internal Revenue
Code regulations to ensure that the Policy qualifies as a
life insurance contract and that the insurance proceeds will
be excluded from the gross income of the beneficiary.
(3) Calculation of Cash Value - See Items 44(a), 44(c), and
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46(a).
(4) Loan Provisions. See Item 21.
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(5) Payment Options - Upon written request, the surrender value
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or part of the Death Proceeds may be placed under one or
more of the payment options currently offered by the
Company. If the Policyowner does not make an election, the
Company will pay the benefits in a single sum. A
certificate will be provided to the payee describing the
payment option selected.
The amount applied under any one payment option for any one
payee must be at least $2,000. The periodic payments for
any one payee must be at least $20. The Company reserves
the right to make a lump sum payment to satisfy its
obligation in the event the periodic payments are less than
$20.
(6) Optional Insurance Benefit - Subject to certain
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requirements, one or more of the following additional
insurance benefits may be added by rider: Disability Waiver
Rider, Accelerated Benefits Rider, and Accidental Death and
Dismemberment Rider. The cost of these optional insurance
benefits will be deducted from Policy value as part of the
monthly deduction.
Information Concerning the Securities Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
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specified securities in which security holders have an interest.
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<PAGE>
The Policies permit net premiums to be allocated either to the
Company's General Account or to the Divisions of the GVUL Segment of
the Variable Account. The GVUL Segment of the Variable Account is
currently comprised of 16 investment divisions (the "Divisions").
Each Division invests exclusively in a corresponding Underlying Fund
or Portfolio of the Panorama Fund, Oppenheimer Fund or MML Fund, which
are no-load, open-end, diversified series management investment
companies. The Panorama Fund currently offers to the Policies five
different investment portfolios (each a "Portfolio"). The Oppenheimer
Fund currently offers to the Policies eight different investment
portfolios (each a "Fund"). The MML Fund currently offers to the
Policies one investment portfolio (a "Fund"). Each of the Underlying
Funds operates pursuant to different investment objectives, which are
summarized below:
THE MML EQUITY INDEX DIVISION provides investment results that
correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index. ("Standard & Poor's 500" and
"S&P 500 (C)" are trademarks of The McGraw-Hill Companies, Inc., and
have been licensed for use. The Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's or The McGraw-Hill Companies, Inc.)
THE OPPENHEIMER MONEY DIVISION invests in shares of Oppenheimer Money
Fund which invests primarily in "money market" securities consistent
with low capital risk and maintenance of liquidity.
THE OPPENHEIMER BOND DIVISION invests in shares of Oppenheimer Bond
Fund which invests primarily in high yield fixed-income securities.
THE OPPENHEIMER STRATEGIC BOND DIVISION invests in shares of
Oppenheimer Strategic Bond Fund which invests primarily in: (i)
foreign government and corporate debt securities; (ii) U.S. government
securities; and (iii) lower-rated high yield, high-risk debt
securities.
THE OPPENHEIMER HIGH INCOME DIVISION invests in shares of Oppenheimer
High Income Fund which invests primarily in lower-rated, high yield,
high risk income securities.
THE OPPENHEIMER GROWTH & INCOME DIVISION invests in shares of
Oppenheimer Growth & Income Fund which invests primarily in equity and
debt securities.
THE OPPENHEIMER MULTIPLE STRATEGIES DIVISION invests in shares of
Oppenheimer Multiple Strategies Fund which invests primarily in common
stocks and other equity securities, bonds, other debt securities and
"money market securities."
THE OPPENHEIMER GROWTH DIVISION invests in shares of Oppenheimer
Growth Fund which invests primarily in securities of well-known
companies.
THE OPPENHEIMER CAPITAL APPRECIATION DIVISION invests in shares of
Oppenheimer Capital Appreciation Fund which invests primarily in
securities of growth-type companies.
THE OPPENHEIMER GLOBAL SECURITIES DIVISION invests in shares of
Oppenheimer Global Securities Fund which invests primarily in
securities of foreign issuers, growth type
<PAGE>
companies, cyclical industries and special situations which are
believed will appreciate in value.
THE PANORAMA TOTAL RETURN DIVISION invests in shares of the Panorama
Total Return Portfolio which invests primarily in stocks, corporate
bonds, U.S. Government securities, and money market instruments.
THE PANORAMA GROWTH DIVISION invests in shares of the Panorama Growth
Portfolio which invests primarily in common stocks with low price-
earnings ratios and better than anticipated earnings.
THE PANORAMA INTERNATIONAL EQUITY DIVISION invests in shares of the
Panorama International Equity Portfolio which invests primarily in
equity securities of companies based outside of the United States.
THE PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION invests in shares
of the Panorama LifeSpan Capital Appreciation Portfolio which invests
in a strategically allocated portfolio consisting primarily of equity
securities.
THE PANORAMA LIFESPAN BALANCED DIVISION invests in shares of the
Panorama LifeSpan Balanced Portfolio which invests in a strategically
allocated portfolio of equity securities and fixed income securities
with a focus on equity securities.
THE PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION invests in shares of
the Panorama LifeSpan Diversified Income Portfolio which invests in a
strategically allocated portfolio with a focus on fixed income
securities.
12. If the trust is the issuer of periodic payment plan certificates and
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if any underlying securities were issued by another investment
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company, furnish information for each such company:
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(a) Name of Company.
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The Divisions invest in one of the Underlying Funds or Portfolios
of the Panorama Fund, managed by OFI, Oppenheimer Fund, also
managed by OFI, and the MML Fund, managed by the Company.
(b) Name and principal address of depositor:
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OppenheimerFunds, Inc. is the depositor of the Panorama Fund.
OppenheimerFunds, Inc. is the depositor of the Oppenheimer Fund.
The Company is the depositor of the MML Fund.
(c) Name and principal business address of trustee or custodian:
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State Street Bank and Trust Company, State Street, Boston,
Massachusetts is the Custodian of the assets of the Panorama
Fund.
<PAGE>
The Bank of New York, One Wall Street, New York, New York, is the
Custodian of the assets of the Oppenheimer Fund.
Boston Safe Deposit and Trust Company, One Boston Place, Boston,
Massachusetts 02108, is the custodian for the MML Equity Index
Fund.
(d) Name and principal business address of principal-underwriter:
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There is no principal underwriter for the Panorama Fund, the
Oppenheimer Fund, or the MML Fund.
(e) The period during which the securities of such company have been
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the underlying securities:
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Shares of the Underlying Funds will be purchased by the GVUL
Segment of the Variable Account only after the Variable Account's
Segment's registration statement has been declared effective
under the Securities Act of 1933.
Information Concerning Loads, Fees, Charges and Expenses
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13. (a) Furnish the following information with respect to each load, fee,
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expense or charge to which (1) principal payments; (2) underlying
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securities; (3) distributions; (4) cumulated or reinvested
----------------------------------------------------------
distributions or income; and (5) redeemed or liquidated assets of
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the trust's securities are subject:
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(A) the nature of such load, fee, expense or charge;
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(B) the amount thereof:
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(C) the name of the person to whom such amounts are paid and his
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relationship to the trust:
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(D) the nature of the services performed by such person in
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consideration for such load, fee, expense or charge.
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(1) Under the Policies
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SALES LOAD - A sales load charge guaranteed not to exceed 5%
----------
of each premium will be deducted from each premium paid to
the Company. The charge is specified on the schedule page
of each Policy. Once the charge is established for each
group, the charge will never vary under the Policies issued
to each member of the group.
STATE PREMIUM TAX CHARGE - A state premium tax charge
------------------------
(currently ranging between 2% and 4%) of each premium will
be deducted to compensate the Company for premium taxes
imposed by various states and local jurisdictions.
DEFERRED ACQUISITION COST ("DAC") TAX CHARGE - A charge
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(currently 0.25%) of each premium will be deducted to
compensate the
<PAGE>
Company for federal taxes imposed for deferred acquisition
costs ("DAC taxes").
MONTHLY DEDUCTIONS FROM POLICY VALUE - On the date of issue
------------------------------------
and each monthly payment date thereafter, certain charges
will be deducted from the Policy value of each Policy
("Monthly Deduction"). The Monthly Deduction from Policy
value consists of a charge retained by the Company for cost
of insurance, a charge for the cost of any additional
benefits provided by rider, and an administrative fee for
administrative expenses. Monthly charges are normally
deducted from Account Value allocated to the Company's
General Account. However, if there are insufficient Fixed
Account Values to pay the charge, the Company will deduct
the deficiency from the Policy's Variable Account Value pro
rata among the Divisions according to the Policyowner's
Variable Account Value in the Divisions.
The monthly cost of insurance charge will be affected by any
changes in the face amount and will be calculated separately
for the initial face amount, for any increases or decreases
in face amount, and for any benefits provided by rider.
If the Policyowner selected Death Benefit Option B, the
monthly cost of insurance charge for the initial face amount
will be equal to the applicable cost of insurance rate
multiplied by the initial face amount (plus charges for
rider benefits). If the Policyowner selected Death Benefit
Option A, however, the applicable cost of insurance rate
will be multiplied by the initial face amount less the
Policy value (minus charges for rider benefits) on the
Monthly Calculation Date.
If Death Benefit Option B is selected, the monthly insurance
charge for each increase in face amount (other than an
increase caused by a change in Death Benefit Option) will be
equal to the cost of insurance rate applicable to that
increase multiplied by the increase in face amount. If
Death Benefit Option A is selected, the applicable cost of
insurance rate will be multiplied by the increase in the
face amount reduced by any Policy value (minus rider
charges) in excess of the initial face amount on the Monthly
Calculation Date.
If the Minimum Face Amount is in effect under either Option,
monthly cost of insurance charge will also be calculated for
that portion of the Minimum Face Amount which exceeds the
current Selected Face Amount. This charge will be
calculated by multiplying the cost of insurance rate
applicable to the Selected Face Amount times the Minimum
Face Amount (Policy value times the applicable percentage)
less the greater of the Selected Face Amount or the Policy
value if the Policyowner selected Death Benefit Option A, or
less the Selected Face Amount plus the Policy value if the
Policyowner selected Death Benefit Option B. When the
Minimum Face Amount is in effect, the cost of insurance
charge for the Selected Face Amount and for any increases
will be calculated as set forth in the preceding two
paragraphs.
<PAGE>
The monthly cost of insurance charge will also be adjusted
for any decreases in face amount.
Cost of insurance charges for the Policies will not be the
same for all Policyowners. The charges vary are based on
the insured's age, group rating, and underwriting
classification. The cost of insurance rates are determined
at the beginning of each Policy year for the initial
Selected Face Amount and for each increase in the face
amount. The cost of insurance rates generally increase as
the Insured's age increases. The actual monthly cost of
insurance rates will be based on the Company's expectations
as to future mortality, investment, expense and persistency
experience. They will not, however, be greater than the
guaranteed cost of insurance rates set forth in the Policy.
These guaranteed rates are 125% of the 1980 Commissioners
Standard Ordinary Mortality Tables. Any change in the cost
of insurance rates will apply to all persons of the same
insuring age and class whose Policies have been in force for
the same length of time.
The premium class of an Insured affects the cost of
insurance rate. Each Policyowner is a member of a certain
group whose sponsor has entered into a group insurance
contract with the Company. Each group maintains a different
classification for purposes of determining the cost of
insurance rate. If the Company places a group into a
standard premium class, the cost of insurance for all
members of this group will be higher than that of a member
of another group who has been placed into a premium class
with a lower mortality risk, and lower than that of a member
of yet another group who has been placed into a premium
class with a higher mortality risk.
The monthly administrative fee is currently $5.25 per month
and is guaranteed not to exceed $9 per month for the life of
the Policy.
TRANSFER CHARGES - The first six transfers in a Policy year
----------------
will be free of charge. Thereafter, the Company reserves
the right to charge a fee not to exceed $10 per transfer if
there are more than six transfers in a Policy Year to
compensate it for the cost of processing transfers.
CHARGES ON PARTIAL WITHDRAWAL - Partial withdrawals in a
-----------------------------
minimum amount of $500 may be made from the Policy value. A
transaction charge which is the smaller of 2% of the amount
withdrawn or $25.00 will be assessed in all cases.
CHARGES AGAINST THE VARIABLE ACCOUNT - A daily charge
------------------------------------
equivalent to an annual rate of 0.55% (guaranteed not to
exceed 1.00%) of the average daily net asset value of each
Division of the GVUL Segment of the Variable Account is
imposed to compensate the Company for its assumption of
certain mortality and expense risks associated with the GVUL
Segment of the Variable Account.
<PAGE>
No charges are currently made against the Divisions, the
GVUL Segment, or the Variable Account for federal or state
income taxes. Should the Company determine that taxes will
be imposed, the Company may make deductions from the
Variable Account to pay such taxes. The imposition of such
taxes would result in a reduction of the Policy value in the
Divisions.
(2) Underlying Securities
---------------------
The Panorama Fund
-----------------
The Directors of the Panorama Fund have entered into a
Management Agreement with OppenheimerFunds, Inc. ("OFI"), an
indirect subsidiary of the Company, to handle the day-to-day
affairs of the Fund.
The Management Agreement with the Panorama Fund allows the
Manager to enter into agreements ("Sub-Adviser Agreements")
with other investment advisers ("Sub-Advisers") under which
the Sub-Adviser may manage the investments of one or more of
the underlying Portfolios of the Panorama Fund. OFI has
entered into investment sub-advisery agreements with three
sub-advisers to assist in the selection of portfolio
investments for the Panorama Fund's International Equity
Portfolio, LifeSpan Diversified Income Portfolio, LifeSpan
Balanced Portfolio, and LifeSpan Capital Appreciation
Portfolio. Babson-Stewart Ivory International ("Babson-
Stewart") located in Cambridge Massachusetts is the sub-
adviser to the International Equity Portfolio and the
international stock components of the LifeSpan Balanced
Portfolio and the LifeSpan Capital Appreciation Portfolio.
Babson-Stewart is a partnership formed in 1987 between David
L. Babson & Company, Inc., an indirect wholly owned
subsidiary of MassMutual, and Stewart Ivory & Company, Ltd.,
located in Edinburgh, Scotland. BEA Associates located in
New York, New York is the sub-adviser to the high yield bond
component of the LifeSpan Diversified Income Portfolio, the
LifeSpan Balanced Portfolio, and the LifeSpan Capital
Appreciation Portfolio. Pilgrim, Baxter & Associates
("Pilgrim Baxter") is the sub-adviser to the small cap
component of the LifeSpan Balanced Portfolio and the
LifeSpan Capital Appreciation Portfolio.
For providing its services under the Management Agreement,
OFI will receive a monthly fee, computed daily at an annual
rate based on the average daily net asset value of each
Portfolio as follows:
<TABLE>
<CAPTION>
Portfolio Net Asset Value Rate
------------------------------- ---------------------- ------
<S> <C> <C>
Total Return First $600 Million 0.625%
More than $600 Million
0.450%
Growth First $300 Million 0.625%
Next $100 Million 0.500%
More than $400
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Million 0.450%
International Equity First $250 Million 1.00%
More than $250
Million 0.90%
LifeSpan Capital Appreciation First $250 Million 0.85%
More than $250
Million 0.75%
LifeSpan Balanced First $250 Million 0.85%
More than $250
Million 0.75%
LifeSpan Diversified Income First $250 Million 0.75%
More than $250
Million 0.65%
</TABLE>
For providing its services under the Sub-Advisery Agreement
with OFI, Babson-Stewart will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to Babson-Stewart Rate
---------------------- ------------------------------------------- ------
<S> <C> <C>
International Equity First $10 Million 0.75%
LifeSpan Capital Next $15 Million 0.625%
Appreciation, and Next $25 Million 0.50%
LifeSpan Balanced More than $50 0.375%
Million
</TABLE>
For providing its services under the Sub-Advisery Agreement
with OFI, BEA will receive a monthly fee, computed daily at
an annual rate based on the collective average daily net
asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to BEA Rate
----------------------- -------------------------------- -----
<S> <C> <C>
LifeSpan Diversified First $25 Million 0.45%
Income, LifeSpan Next $25 Million 0.40%
Capital Appreciation, Next $50 Million 0.35%
and LifeSpan More than $100 0.25%
Balanced Million
</TABLE>
<PAGE>
For providing its services under the Sub-Advisery Agreement
with OFI, Pilgrim Baxter will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio Net Asset Value allocated to Pilgrim Baxter Rate
----------------------- ------------------------------------------- -----
<S> <C> <C>
LifeSpan Diversified All Assets 0.60%
Income, LifeSpan
Capital Appreciation,
and LifeSpan
Balanced
</TABLE>
Oppenheimer Fund
----------------
The Trustees of the Oppenheimer Funds have entered into a
Management Agreement with OppenheimerFunds, Inc. ("OFI"), an
indirect subsidiary of the Company, to handle the day-to-day
affairs of the Oppenheimer Funds.
For providing its services under the Management Agreement,
OFI receives a monthly fee, computed daily at an annual rate
based on the average daily net asset value of each of the
Oppenheimer Funds as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---------------------- ---------------------- ------
<S> <C> <C>
Money First $500 Million 0.450%
Next $500 Million 0.425%
Next $500 Million 0.400%
More than $1.5 0.375%
Billion
Capital Appreciation First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 0.60%
Million
Growth First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 0.60%
Million
Growth and Income First $200 Million 0.75%
Next $200 Million 0.72%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 0.60%
Million
Multiple Strategies First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 0.60%
Million
Global Securities First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
More than $800 0.60%
Million
High Income Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 0.50%
Billion
Bond Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 0.50%
Billion
Strategic Bond Fund First $200 Million 0.75%
Next $200 Million 0.72%
Next $200 Million 0.69%
Next $200 Million 0.66%
Next $200 Million 0.60%
More than $1 Billion 0.50%
Billion
</TABLE>
MML FUND
--------
The Trustees of the MML Fund have entered into a Management
Agreement with the Company to handle the day-to-day affairs
of the Fund.
The Management Agreement with the MML Fund allows the
Manager to enter into agreements ("Sub-Adviser Agreements")
with other investment advisers ("Sub-Advisers") under which
the Sub-Adviser may manage the investments of one or more of
the underlying Funds of the MML Fund. The
<PAGE>
Company has entered into an investment sub-advisery
agreement with Mellon Equity Associates, an indirect wholly-
owned subsidiary of Mellon Bank Corporation, to manage the
investment and reinvestment of the assets of the MML Equity
Index Fund. Mellon Equity Associates is located at 500 Grant
Street, Pittsburgh, PA 15258.
For providing its services under the Management Agreement,
the Company will receive a monthly fee, computed daily at an
annual rate based on the average daily net asset value of
the MML Equity Index Fund as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
-------------- ------------------ -----
<S> <C> <C>
Equity Index First $100 Million 0.40%
Next $150 Million 0.38%
Over $250 Million 0.36%
</TABLE>
For providing its services under the Sub-Advisery Agreement
with the Company, Mellon Equity will receive a monthly fee,
computed daily at an annual rate based on the collective
average daily net asset value of the MML Equity Index Fund:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
-------------- ------------------ -----
<S> <C> <C>
Equity Index First $100 Million 0.09%
Next $150 Million 0.07%
Over $250 Million 0.05%
</TABLE>
(3) Distributions
-------------
In general. no distributions will be made to Policyowners
except voluntary surrenders or partial withdrawals, and upon
payment of death proceeds. Partial withdrawals will be
subject to the partial withdrawal charges described in
13(a)(1), above. However, the Company is a mutual life
insurance company and therefore, the Policies are
participating although the Company does not expect to credit
any dividends upon the Policies while they remain in force.
The Company intends, if experience indicates that current
charges are greater than needed to cover expenses, to reduce
those charges further so that there will be no source of
distributable surplus attributable to the Policies.
(4) Cumulated or Reinvested Distributions or Income
-----------------------------------------------
Distributions from the Underlying Funds are reinvested by
the Divisions of the GVUL Segment of the Variable Account in
additional shares of the respective Underlying Fund, without
charge, at net asset value.
(5) Redeemed or Liquidated Assets of the Trust's Securities
-------------------------------------------------------
None.
<PAGE>
(b) For each installment payment type of periodic payment plan
----------------------------------------------------------
certificate of the trust, furnish information with respect to
-------------------------------------------------------------
sales load and other deductions from principal payments.
-------------------------------------------------------
A sales load deduction guaranteed not to exceed 5% is made and
expressed as a percentage of premium paid. All Policies within a
group will have the same sales load. The sales load percentage
appears on the schedule page to the Policy.
A deduction (ranging between 2.0% and 4%) is made from each
premium payment under a Policy to compensate the Company for
premium taxes paid to the states and local jurisdictions.
A deduction (currently 0.25%) is made from each premium payment
under a Policy to compensate the Company for federal taxes paid
(Deferred Acquisition or "DAC" Tax charge).
No other deductions are made from premiums prior to allocation to
the Company's General Account or the Variable Account. All other
charges and deductions are made from Policy value, net assets of
the Variable Account, or upon partial withdrawals.
(c) State (1) the amount of sales load as a percentage of the net
-------------------------------------------------------------
amount invested, and (2) the amount of total deductions as a
------------------------------------------------------------
percentage of the net amount invested for each type of security
---------------------------------------------------------------
issued by the trust.
-------------------
A sales load deduction ranges between 0% and 5% of each premium
received. A state premium tax deduction ranges between 2.0% and
4%. The federal DAC tax deduction is 0.25%. Therefore, assuming
a sales load deduction of 0%, the minimum state premium tax, and
the current DAC tax, the total deduction from premiums is 2.25%.
Assuming the maximum sales load deduction from premiums, the
maximum state premium tax, and the current DAC tax, the total
deduction from premiums would be 9.25%. A partial withdrawal
charge will also be deducted on partial withdrawals.
(d) Explain fully the reasons for any difference in the price at
------------------------------------------------------------
which securities are offered for any class of transactions to any
-----------------------------------------------------------------
class or group of officers, including officers, directors or
------------------------------------------------------------
employees of the depositor, trustee custodian or principal
----------------------------------------------------------
underwriter.
-----------
Not applicable. The securities are not offered at a price
differential because of a potential insured's identity as a
member of the general public, officer, director, or employee of
the depositor, custodian or principal underwriter.
(e) Furnish a brief description of any loads, fees, expenses or
-----------------------------------------------------------
charges not covered in Item 13(a) which may be paid by security
---------------------------------------------------------------
holders in connection with the trust or its securities.
------------------------------------------------------
None.
<PAGE>
(f) State whether the depositor, principal underwriter, custodian or
----------------------------------------------------------------
trustee, or any affiliated person of the foregoing, may receive
---------------------------------------------------------------
profits or other benefits not included in answer to Item 13(a) or
-----------------------------------------------------------------
13(d) through the sale or purchase of the trust's securities or
---------------------------------------------------------------
interests in such securities, or underlying securities or
---------------------------------------------------------
interests in underlying securities, and describe fully the nature
-----------------------------------------------------------------
and extent of such profits or benefits.
--------------------------------------
Neither the Company, MML Distributors, LLC, or MML Investors
Services, Inc. nor any affiliated person of the foregoing will
receive any profit or any other benefit from premium payments
under the Policy or the investments held in the Variable Account
not included in the answer to Item 13(a) or (d) through the sale
or purchase of the Policy or shares of the Underlying Funds.
However, MML Distributors, LLC and MML Investors Services, Inc.
will receive a sales commission related to the distribution of
the Policies, as described in Item 38. In addition, the
investment advisers of the respective Underlying Funds will
receive an advisery fee, as described in Item 13(a)(2).
(g) State the percentage that the aggregate annual charges and
----------------------------------------------------------
deductions for maintenance and other expenses of the trust bear
---------------------------------------------------------------
to the dividend and interest income from the trust property
-----------------------------------------------------------
during the period covered by the financial statements filed
-----------------------------------------------------------
herewith.
--------
Not applicable. The GVUL Segment of the Variable Account had no
assets as of the date of this filing.
(h) Other
-----
To the extent the sales load provides insufficient resources for
the Company to pay for distribution of the Policies, the Company
will recoup commission and other sales expense through the
investment earnings in excess of the interest credited on amounts
allocated to the General Account, and from favorable mortality,
investment, expense, and persistency experience, if any.
Information Concerning the Operations of the Trust
--------------------------------------------------
14. Describe the procedure with respect to the applications (if any) and
--------------------------------------------------------------------
the issuance and authentication of the trust's securities, and state
--------------------------------------------------------------------
the substance of the provisions of any indenture or agreement
-------------------------------------------------------------
pertaining thereto.
------------------
The variable rider is only available to Certificate owners. The
Certificates are only offered to individuals who are members of a
group acceptable to the Company where the group sponsor such as an
employer, association, sponsoring organization or trust executes a
participation agreement electing participation in a group flexible
premium adjustable life insurance contract issued by the Company.
Individuals who are members of such groups who wish to purchase a
Certificate must submit a completed enrollment form to an authorized
registered agent or to the Company's Home Office. The Certificates
are issued on a guaranteed issue, simplified issue, and regular
underwriting basis. The Company reserves the right to reject an
application for any reason. A Certificate owner may elect the
variable rider at any time by sending the
<PAGE>
Company a completed supplement to the application . There is no
underwriting related to the variable rider.
Within limits, Policyowners may choose the amount of the initial
premium desired under the variable rider (minimum $500) and the face
amount of the Certificate (minimum $50,000). However, the
Certificates are generally term funded by the Policyowner's employer.
Therefore, the employer will generally choose the initial face amount
of the Certificate which is usually expressed as a percentage of the
Certificate owner's salary.
A Certificate becomes effective on the date of issue only after all
outstanding delivery requirements are satisfied and the Company has
received sufficient premium. The variable rider becomes effective
upon the Company's receipt of the initial minimum premium of $500 and
a completed supplement to the application in good order. The
Certificate date of issue is the date used to determine all future
periodic transactions under the Certificate, e.g., Modal Terms,
Certificate months and Certificate years. All individuals within the
same group are aggregated for purposes of determining Modal Terms,
Certificate months and Certificate years. Within limits, the Company
may establish an earlier date of issue. The election of the variable
rider does not change the date used to determine all future periodic
transactions under the Certificate, as modified by the rider.
Once the supplement to the application is approved, the variable rider
is issued by the Company. The Policies are Certificates to which
variable account riders have been added. Therefore, if the Company
refuses to issue the variable rider for whatever reason, the
Certificate owner will not be allowed to allocate Certificate values
to the Variable Account.
15. Describe the procedure with respect to the receipt of payments from
-------------------------------------------------------------------
purchasers of the trust's securities and the handling of the proceeds
---------------------------------------------------------------------
thereof, and state the substance of the provisions of any indenture or
----------------------------------------------------------------------
agreement pertaining thereto.
----------------------------
PREMIUM PAYMENTS - The minimum initial premium for the variable rider
----------------
must be paid along with the Certificate owner's completion of an
enrollment form or application. The minimum initial Policy premium
payable by the individual is $500 which must be paid in a lump sum.
The Employer pays the Modal Term Premium.. Subject to the minimum and
maximum premium limitations described below, the individual and the
Employer may make unscheduled premium payments at any time and in any
amount. Premium Payments are payable only to the Company, and may be
mailed to the Company's Home Office or paid through an authorized
agent of the Company.
While the Policy is in force, premiums may be paid at any time before
the death of the Insured subject to certain restrictions. There are
no maximum premium payments under the Policy. However, the Company
has the right to refund a premium paid in any year if it will increase
the net amount at risk under a Policy. Premium payments must be
sufficient to provide a positive surrender value at the end of each
Policy month, or the Policy may lapse.
A Policy's Account Value can never exceed its current maximum under
the "cash value accumulation test" determined by the Internal Revenue
Code. Thus, the Company may limit the premiums received in any Policy
year if receipt of such premium would require the Company to increase
its net amount at risk under of the Policy in order to prevent the
Policy's cash surrender value from exceeding the "applicable
percentage" of death benefit required by
<PAGE>
the Internal Revenue Code. The cash value accumulation test amounts
will change whenever there is any change in the face amount, the
addition or deletion of a rider, or a change in the Death Benefit
Option. These premium limitations do not apply to the extent necessary
to prevent lapse of the Policy during a Policy year.
If at any time a premium is paid that would result in Policy's Account
Value exceeding the current maximum "cash value accumulation test,"
the Company will accept all or a portion of the premium or refund the
entire premium to the Policyowner at the Company's discretion. If the
Company decides to refund all or a portion of the premium, no further
premiums will be accepted until allowed by the cash value accumulation
rules prescribed by the Internal Revenue Code.
The Policies are variable account riders to Certificates previously
issued. If the Policies are issued prior to the expiration of the
Certificate's free look period, then initial premium will be held in
the Company's General Account until the expiration of the
Certificate's free look period. Thereafter, the Policy Value in
excess of the Modal Term Premium is allocated according to the
Policyowner's instructions.
16. Describe the procedure with respect to the acquisition of underlying
--------------------------------------------------------------------
securities and the disposition thereof, and state the substance of the
----------------------------------------------------------------------
provisions of any indenture or agreement pertaining thereto.
-----------------------------------------------------------
Each Division of the GVUL Segment of the Variable Account invests its
assets in shares of an Underlying Fund. Purchases and redemptions of
such shares are made at net asset value, with no deduction for sales
load.
Amounts of net premium payments allocated to a Division, transfers to
that Division, and reserve adjustment transfers, if any, will be
netted as of each valuation date against amounts withdrawn from the
Division in connection with Policy surrenders, partial withdrawals,
transfers, and death benefits, as well as the asset charge and amounts
paid to the Company in lieu of taxes, if any. A net purchase or sale
of Underlying Fund shares will be made for a Division at net asset
value. All income, dividends and realized gain distributions of a
Underlying Fund will be reinvested in shares of the respective
Underlying Fund at net asset value. Valuation dates currently occur
on each day on which the New York Stock Exchange is open for trading,
and on such other days where there is a sufficient degree of trading
in a Underlying Fund's securities such that the current net asset
value of the Divisions may be materially affected.
17. (a) Describe the procedure with respect to withdrawal or redemption
---------------------------------------------------------------
by security.
------------
SURRENDER - A Policyowner may at any time surrender the Policy
---------
and receive its surrender value (i.e., Policy value, less Policy
Debt) upon written request signed by the Policyowner and return
of the Policy to the Company's Home Office. The surrender value
will be based on the Policy value as of the valuation date on
which the request and Policy are received at the Company's Home
Office.
The surrender value is normally payable within seven days
following the Company's receipt of the surrender request. The
Company reserves the right to defer surrenders, partial
withdrawals, granting of loan proceeds funded by the Variable
Account, or
<PAGE>
Death Benefits during any period when 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 the Company to delay payment for the
protection of its policy owners; or the Company is permitted by
state law to delay such payment.
The right is reserved by the Company to defer surrenders, loan
proceeds based upon amounts allocated to the General Account, and
partial withdrawal of amounts allocated to the Company's General
Account for a period not to exceed six months.
PARTIAL WITHDRAWAL - At any time after the first six months of a
------------------
Policy's issue date, a Policyowner may redeem a portion of the
Policy value of his or her Policy, subject to the limits stated
below, upon written request signed by the Policyowner and filed
at the Company's Home Office. The written request must indicate
the dollar amount the Policyowner wishes to receive and the
Division(s) from which such amount is to be redeemed. The
Policyowner may allocate the amount withdrawn among the Divisions
and the General Account.
A partial withdrawal from a Division will result in cancellation
of a number of Accumulation Units equivalent in value to the
amount withdrawn, computed as of the valuation date that the
request is received at the Company's Home Office. The amount
withdrawn equals the amount requested by the Policyowner plus any
applicable charges. The Company will normally pay the amount of
the partial withdrawal within seven days, but may delay payment
under certain circumstances described above under "Surrender."
Each partial withdrawal must be in a minimum amount of $500. See
Item 13(a), "Partial Withdrawals." The maximum amount of a
partial withdrawal is the Policy's cash surrender value minus an
amount equal to one plus the number of Monthly Calculation Dates
remaining in the Policy's Modal Term multiplied by its most
recent Monthly Deduction. The amount of the Withdrawal is
deducted from the Policy's Account Value at the end of the
Valuation Period applicable to the Monthly Calculation Date on
which the Withdrawal is made. The Policyowner must specify the
GPA or the Division(s) from which the Withdrawal is to be made.
The withdrawal amount attributable to a Division or the GPA may
not exceed the non-loaned Account Value of that Division or GPA.
A Withdrawal from the GPA may not exceed an amount equal to one
plus the number of Monthly Calculation Dates remaining in the
Policy's Modal Term multiplied by its most recent Monthly
Deduction.
(b) Furnish the names of any persons who may redeem or repurchase, or
-----------------------------------------------------------------
are required to redeem or repurchase, the trust's securities or
---------------------------------------------------------------
underlying securities from security holders, and the substance of
-----------------------------------------------------------------
the provisions of any indenture or agreement pertaining thereto.
---------------------------------------------------------------
The Company is required to process all surrender and partial
withdrawal requests as described in Item 17(a). The Underlying
Funds will redeem their shares upon the Company's request in
accordance with the Investment Company Act of 1940. Redeemed
shares may later be reissued.
<PAGE>
(c) Indicate whether repurchased or redeemed securities will be
-----------------------------------------------------------
canceled or may be resold.
-------------------------
If a Policy is surrendered, the Policy will be canceled and may
not be reissued.
If a Policy terminates due to lapse, the Policy may be reinstated
as provided below.
The failure to make premium payments will not cause the Policy to
lapse unless: (a) the surrender value is insufficient to cover
the next Monthly Deduction plus loan interest accrued; or (b) if
Policy Debt exceeds the Policy value. If one of these situations
occurs, the Policy will be in default. The Policyowner will then
have a grace period of the later of 61 days, measured from the
date of default, to make sufficient payments to prevent
termination or the Notice Date. The Notice Date is the date the
Company sends a notice of default to the Policyowner and to any
assignee on record. The notice will state the amount of premium
due and the date on which it is due. Failure to make a
sufficient payment within the grace period will result in
termination of the Policy without any Policy value. If the
Insured dies during the grace period, the Death Proceeds will
still be payable, but any Monthly Deductions due and unpaid
through the Policy month in which the Insured dies and any other
overdue charge will be deducted from the Death Proceeds.
REINSTATEMENT - For a period of five (5) years after termination,
-------------
a Policyowner can request the Company reinstate the Policy during
the Insured's lifetime. The Company will not reinstate the Policy
if it has been returned for its Cash Surrender Value. Before the
Company will reinstate a Policy, it 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 the Company; and
Where necessary, a signed acknowledgment that the Policy has
become a modified endowment contract.
If the Company reinstates a Policy, the Selected Face
Amounts for the reinstated Policy will be the same as it
would have been if the Policy had not terminated.
18. (a) Describe the procedure with respect to the receipt, custody and
---------------------------------------------------------------
disposition of the income and other distributable funds of the
--------------------------------------------------------------
trust and state the substance of the provisions of any indenture
----------------------------------------------------------------
or agreement pertaining thereto.
-------------------------------
Distributions with respect to the shares of a Underlying Fund
held by a Division are reinvested in shares of that Underlying
Fund at net asset value. Such shares are added to the assets of
the respective Division.
<PAGE>
(b) Describe the procedure, if any, with respect to the reinvestment
----------------------------------------------------------------
of distributions to security holders and state the substance of
---------------------------------------------------------------
the provisions of any indenture or agreement pertaining thereto.
---------------------------------------------------------------
Generally, no distributions are made to Policyowners other than
in connection with a death benefit or with a Policyowner-
initiated loan, partial withdrawal or surrender of the Policy.
See Items 13(a) and 21. However, because the Company is a mutual
insurance company, the Policies are participating. The Company
does not expect to credit any dividends upon the Policies while
they remain in force because favorable investment performance
will be reflected in Policy values and because the Company
intends, if experience indicates that current charges are greater
than needed to cover expenses, to reduce those charges further so
that there will be no source of distributable surplus
attributable to the Policies. However, to the extent that
dividends are distributed to the Policyowner, the Policyowner has
the right to direct them to be (a) paid in cash or (b) added to
Policy Value.
(c) If any reserves or special funds are created out of income or
-------------------------------------------------------------
principal, state with respect to each such reserve or fund the
--------------------------------------------------------------
purpose and ultimate disposition thereof, and describe the manner
-----------------------------------------------------------------
of handling same.
----------------
Net premiums placed in the Variable Account constitute certain
reserves for benefits under the Policy.
(d) Submit a schedule showing the periodic and special distributions
----------------------------------------------------------------
which have been made to security holders during the three years
---------------------------------------------------------------
covered by the financial statements filed herewith. State for
--------------------------------------------------------------
each such distribution the aggregate amount and amount per share.
----------------------------------------------------------------
If distributions from sources other than current income have been
-----------------------------------------------------------------
made, identify each such other source and indicate whether such
---------------------------------------------------------------
distribution represents the return of principal payments to
-----------------------------------------------------------
security holders. If payments other than cash were made,
---------------------------------------------------------
describe the nature thereof, the account charged and the basis of
-----------------------------------------------------------------
determining the amount of such charge.
--------------------------------------
Not Applicable. The GVUL Segment of the Variable Account has not
commenced operations.
19. Describe the procedure with respect to the keeping of records and
-----------------------------------------------------------------
accounts of the Trust, the making of reports and the furnishing of
------------------------------------------------------------------
information to security holders, and the substance of the provisions
--------------------------------------------------------------------
of any indenture or agreement pertaining thereto.
------------------------------------------------
The Company will maintain the records and books of the Variable
Account. The Company will also maintain records for each Policy,
including the number and value of accumulation units of each Division
credited to each Policy and the value of accumulations in the General
Account.
Issuance and transfer of Underlying Fund shares will be by book entry
only. Stock certificates will not be issued to the Company or the
Variable Account. Shares ordered from the Underlying Funds will be
recorded in an appropriate title for the Variable Account, GVUL
Segment, or appropriate Division.
<PAGE>
Policyowners will be sent promptly statements of significant
transactions such as premium payments, changes in selected face
amount, change in Death Benefit Option, transfers among the Divisions
and the General Account, partial withdrawals, increases in loan amount
by the Policyowner, loan repayments, lapse, termination for any
reason, and reinstatement. An annual statement will also be sent to
the Policyowner within 30 days after a Policy year. The annual
statement will summarize all of the above transactions and deductions
of charges during the Policy year. It will also set forth the status
of the death benefit, Policy value, surrender value, amounts in the
Division and General Account, and any Policy loan(s).
In addition, the Policyowner will be sent semi-annual reports
containing financial statements and other information for the Panorama
Fund, the Oppenheimer Fund, and the MML Fund as required by the 1940
Act.
20. State the substance of the provisions of any indenture or agreement
-------------------------------------------------------------------
concerning the trust with respect to the following:
---------------------------------------------------
(a) Amendments to such indenture or agreement.
-----------------------------------------
Not Applicable.
(b) The extension or termination of such indenture or agreement.
-----------------------------------------------------------
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the
--------------------------------------------------------------
failure of the trustee or custodian to perform its duties,
----------------------------------------------------------
obligations and functions.
-------------------------
The Company will act as custodian of assets of the Variable
Account. The Company may appoint another custodian. In such
event, the custodial agreement will provide that the assets owned
by the Variable Account shall be delivered directly by the
Company to a successor custodian.
(d) The appointment of a successor trustee and the procedure if a
-------------------------------------------------------------
successor trustee is not appointed.
----------------------------------
Not Applicable.
(e) The removal or resignation of the depositor, or the failure of
--------------------------------------------------------------
the depositor to perform its duties, obligations and functions.
--------------------------------------------------------------
There is no such provision in an indenture or agreement. Under
Massachusetts law, the Company may not abrogate its obligation
under the Policies.
(f) The appointment of a successor depositor and the procedure if a
---------------------------------------------------------------
successor depositor is not appointed.
------------------------------------
There is no such provision in any indenture or agreement.
<PAGE>
21. (a) State the substance of the provisions of any indenture or
---------------------------------------------------------
agreement with respect to loans to security holders.
---------------------------------------------------
Loans may be obtained by request to the Company on the sole
security of the Policy. The maximum amount which may be borrowed
is equal to; 1) 90% of the Policyowner's Account Value at the
time of the loan; less 2) any outstanding Policy Debt before the
new loan; less 3) interest on the loan being made and on other
outstanding loan(s) to the Policyowner's next Policy Anniversary
Date; less 4) an amount equal to one plus the number of Monthly
Calculation Dates remaining in the Policy's Modal Term multiplied
by its most recent Monthly Deduction..
A Policy loan is allocated by the Company among the accounts in
the same proportion that the Policy value in the General Account,
less Policy Debt, and the Policy value in each Division bear to
the total Policy value, less Policy Debt, on the date the Company
receives the loan request. Policy value in each Division equal
to the Policy loan allocated to such Division will be transferred
to the General Account, and the number of Accumulation Units
equal to Policy value so transferred will be canceled. Amounts
transferred to or held in the General Account to secure Policy
Debt will earn interest at a fixed or adjustable loan rate as
elected by the Employer. All Policies issued to the same group
will have the same fixed or adjustable loan rate. The fixed rate
is equal to 6% per year, the variable rate is based upon 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 equal average. The variable
rate will never be less than 5% and it will never vary less than
0.5% per year regardless of changes in the monthly average.
After due and unpaid interest is added to loan amount, if the new
loan amount exceeds the Policy value in the General Account, the
Company will transfer Policy value equal to that excess Policy
Debt from each Division to the General Account as security for
the excess Policy Debt. The Company will allocate the amount
transferred among the Divisions in the same proportion that the
Policy value in each Division bears to the total Policy value in
all Divisions.
LOAN INTEREST CHARGED - Interest accrues daily and is payable in
---------------------
arrears at an annual rate which is the greater of 3% plus the
Policy loan rate less a charge declared by the Company (currently
0.75% guaranteed not to exceed 1.25%). Interest is payable at
the end of each Policy year or on a pro rata basis for such
shorter period as the loan may exist. Interest not paid when due
will be added to the loan principal and bear interest at the same
rate of interest.
REPAYMENT OF POLICY DEBT - Loans may be repaid at any time prior
-------------------------
to the lapse of the Policy. Repayment results in the transfer of
values equal to the repayment from the loaned portion of the
General Account to the non-loaned portion of the General Account
and the applicable Division(s). The transfer is made in
proportion to the non-loaned value in each Division at the time
of repayment.
FORECLOSURE - Policy Debt (which includes accrued interest) must
-----------
not equal or exceed the Account Value under the Policy. If this
limit is reached, the Company may terminate the Policy. Prior to
termination for this reason, the Company will
<PAGE>
notify the Employer (or Policyowner if no longer associated with
the Employer) in writing. The notice states the amount necessary
to bring the Policy Debt back within the limit. If the Company
does not receive a payment within 31 days after the date it
mailed the notice, the Policy will terminate without value at the
end of those 31 days.
(b) Furnish a brief description of any procedure or arrangement by
--------------------------------------------------------------
which loans are made available to security holders by the
---------------------------------------------------------
depositor, principal underwriter, trustee or custodian, or any
--------------------------------------------------------------
affiliated person of the foregoing.
----------------------------------
See Items 10(i) and 21(a), above. No other loans are made,
except under the terms of life insurance policies which may be
issued by the depositor or affiliated insurance companies.
(c) If such loans are made, furnish the aggregate amount of loans
-------------------------------------------------------------
outstanding at the end of the last fiscal year, the amount of
-------------------------------------------------------------
interest collected during the last fiscal year allocated to the
---------------------------------------------------------------
depositor, principal underwriter, trustee or custodian or
---------------------------------------------------------
affiliated person of the foregoing, aggregate amount of loans in
-----------------------------------------------------------------
default at the end of the last fiscal year covered by financial
---------------------------------------------------------------
statements filed herewith.
-------------------------
Not applicable.
22. State the substance of the provisions of any indenture or agreement
-------------------------------------------------------------------
with respect to limitations on the liabilities of the depositor,
----------------------------------------------------------------
trustee or custodian, or any other party to such indenture or
-------------------------------------------------------------
agreement.
---------
The Policies may be assigned and the Company will effectuate the
assignment provided; a) the Company consents to the assignment; b) the
assignment is in writing; and c) the assignment is filed at the
Company's Home Office. The Company assumes no liability for the
validity of any assignment.
23. Describe any bonding arrangement for officers, directors, partners or
---------------------------------------------------------------------
employees of the depositor or principal underwriter of the trust,
-----------------------------------------------------------------
including the amount of coverage and the type of bond.
-----------------------------------------------------
The Company maintains a Blanket Fidelity Life Insurance Company Bond
(Form 25L), Policy Number FBI 950656A with Underwriters at Lloyd's,
which covers officers, directors, partners and employees of the
Company. Limits are $25,000,000 in excess of a $350,000 deductible.
24. State the substance of any other material provisions of any indenture
---------------------------------------------------------------------
or agreement concerning the trust or its securities and a description
---------------------------------------------------------------------
of any other material functions or duties of the depositor, trustee or
----------------------------------------------------------------------
custodian not stated in Item 10 or Items 14 to 23 inclusive.
-----------------------------------------------------------
PARTICIPATION AGREEMENT - The Company and the Variable Account have
-------------------------
entered into Participation Agreements with the Panorama Fund and
Oppenheimer Fund which define the terms under which the Variable
Account invests in the Underlying Funds.
POLICYOWNER - The Policyowner is the Insured unless another
-----------
Policyowner has been named in the enrollment form for the Policy. The
Policyowner is generally entitled to exercise
<PAGE>
all rights under a Policy while the Insured is alive, subject to the
consent of any irrevocable beneficiary (the consent of a revocable
beneficiary is not required). The consent of the Insured is required
whenever the face amount of insurance is increased.
BENEFICIARY - The beneficiary is the person or persons to whom the
-----------
insurance proceeds are payable upon the Insured's death. Unless
otherwise stated in the Policy, the beneficiary has no rights in the
Policy before the death of the Insured. While the Insured is alive,
the Policyowner may change any beneficiary unless the Policyowner has
declared a beneficiary to be irrevocable. If no beneficiary is alive
when the Insured dies, the Policyowner (or the Policyowner's estate)
will be the beneficiary. If more than one beneficiary is alive when
the Insured dies, they will be paid in equal shares, unless the
Policyowner has chosen otherwise. Where there is more than one
beneficiary, the interest of a beneficiary who dies before Insured
will pass to surviving beneficiaries proportionally.
INCONTESTABILITY - The Company will not contest the validity of a
-----------------
Certificate, as amended by the Policy, after it has been in force
during the Insured's lifetime for two years from the date of issue.
The Company will not contest the validity of any increase in the face
amount after such increase or rider has been in force during the
Insured's lifetime for two years from its effective date.
SUICIDE - The Death Proceeds will not be paid if the Insured commits
-------
suicide, while sane or insane, generally within two years from the
date of issue. Instead, the Company will pay the beneficiary an
amount equal to all premiums paid for the Certificate, as amended by
the Policy, without interest, less any outstanding Policy Debt and
less any partial withdrawals. If the Insured commits suicide, while
sane or insane, generally within two years from the effective date of
any increase in the amount insured, the Company's liability with
respect to such increase will be limited to a refund of the cost
thereof. The beneficiary will receive the administrative fees and
insurance charges paid for such increase.
AGE - If the Insured's age as stated in the application for a
---
Certificate, as amended by the Policy, is not correct, benefits under
a Policy will be adjusted to reflect the correct age. The adjusted
benefit will be that which the most recent cost of insurance charge
would have purchased for the correct age.
ASSIGNMENT - The Policyowner may assign a Certificate, as amended by
----------
the Policy, as collateral or make an absolute assignment of the
Certificate subject to any outstanding Policy Debt. All rights under
the Certificate will be transferred to the extent of the assignee's
interest. The Company will not effectuate the assignment unless it
receives a signed copy of it at the Company's Home Office and the
Company consents to the assignment. The Company is not responsible
for the validity of any assignment.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
-----------------------------------------------------------
Organization and Operations of Depositor
----------------------------------------
25. State the form of organization of the depositor of the trust, the name
----------------------------------------------------------------------
of the state or other sovereign power under the laws of which the
-----------------------------------------------------------------
depositor was organized and the date of organization.
-----------------------------------------------------
<PAGE>
The Company is a mutual life insurance company specially chartered by
the Commonwealth of Massachusetts on May 14, 1851.
26. (a) Furnish the following information with respect to all fees
----------------------------------------------------------
received by the depositor of the trust in connection with the
-------------------------------------------------------------
exercise of any functions or duties concerning securities of the
----------------------------------------------------------------
trust during the period covered by the financial statements filed
-----------------------------------------------------------------
herewith:
---------
Not applicable.
(b) Furnish the following information with respect to any fee or any
----------------------------------------------------------------
participation in fees received by the depositor from any
--------------------------------------------------------
underlying investment company or any affiliated person or
---------------------------------------------------------
investment adviser of such company:
-----------------------------------
(1) The nature of such fee or participation.
---------------------------------------
The Company indirectly owns 80% of OFI, the investment
adviser to the Panorama Funds and the Oppenheimer Funds.
The Company is also an indirect owner of Babson-Stewart.
Therefore, to the extent the Company utilizes consolidated
financial statements which include the financial results of
these advisers, the Company may indirectly recognize any
profits these advisers may generate by virtue of their
advisery relationship with the Panorama Funds and the
Oppenheimer Funds. However, the Company does not directly
receive any fees or participation in fees received by the
Panorama Fund or the Oppenheimer Fund.
The Company also acts as investment adviser to the MML Fund
pursuant to a Management Agreement between the Company and
the Fund. For providing its services under the Management
Agreement, the Company will receive a monthly fee, computed
daily at an annual rate based on the average daily net asset
value of the MML Equity Index Fund as follows:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Equity Index First $100 Million 0.40%
Next $150 Million 0.38%
Over $250 Million 0.36%
</TABLE>
The Management Agreement between the Company and Fund allows
the Company to retain an investment sub-adviser The Company
has contracted with Mellon Equity to provide such sub-
advisery services. For providing its services under the Sub-
Advisery Agreement with the Company, Mellon Equity will
receive a monthly fee, computed daily at an annual rate
based on the collective average daily net asset value of the
MML Equity Index Fund:
<TABLE>
<CAPTION>
Fund Net Asset Value Rate
---- --------------- ----
<S> <C> <C>
Equity Index First $100 Million 0.09%
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Next $150 Million 0.07%
Over $250 Million 0.05%
</TABLE>
(2) The name of the person making payments.
--------------------------------------
The MML Equity Index Fund
(3) The nature of the services rendered in consideration for
--------------------------------------------------------
such fee or participation.
--------------------------
Investment Management Services.
(4) The aggregate amount received during the last fiscal year
---------------------------------------------------------
covered by the financial statements filed herewith.
---------------------------------------------------
Not Applicable. The MML Equity Index Fund has not commenced
operations as of the date of this registration statement.
27. Describe the general character of the business engaged in by the
----------------------------------------------------------------
depositor including a statement as to any business other than that of
---------------------------------------------------------------------
depositor of the trust. If the depositor acts or has acted in any
------------------------------------------------------------------
capacity with respect to any investment company or companies other
------------------------------------------------------------------
than the trust, state the name or names of such company or companies,
---------------------------------------------------------------------
their relationship, if any, to the trust, and the nature of the
---------------------------------------------------------------
depositor's activities therewith. If the depositor has ceased to act
---------------------------------------------------------------------
in such named capacity, state the date of and circumstances
-----------------------------------------------------------
surrounding such cessation.
---------------------------
The Company is licensed to write life insurance (including variable
life), accident, and health insurance in all states, the District of
Columbia, Puerto Rico, and certain provinces of Canada.
The Company offers variable annuity and variable life policies through
other of its Variable Accounts, some of which are registered as unit
investment trusts under the Investment Company Act of 1940. The
Company also offers variable annuity policies through Variable
Accounts which are afforded exemptions under the Investment Company
Act of 1940 and the Securities Act of 1933 and are therefore not
registered under either Act.
The Company acts as the depositor for the following separate accounts
which are registered as unit investment trusts with the Securities and
Exchange Commission:
CML Accumulation Annuity Account E
CML Accumulation Annuity Account A
CML Accumulation Annuity Account B
Connecticut Mutual Variable Life Separate Account I
CML/OFFITBANK Separate Account
Panorama Separate Account
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
<PAGE>
Massachusetts Mutual Variable Life Separate Account II
In addition, the Company acts as the investment advisor to the
following investment companies registered as such with the Securities
and Exchange Commission:
MML Series Investment Fund
MassMutual Corporate Investors
MassMutual Participation Investors
The Company owns 80% of OppenheimerFunds, Inc. ("OFI"), the investment
advisor to the Panorama Fund and the Oppenheimer Fund. OFI, together
with a subsidiary, manages companies with over 62 billion dollars in
assets and more than 3 million shareholder accounts.
The Company also owns David L. Babson & Company, Inc., the investment
manager to a number of investment companies, some of which are
registered as such with the Securities and Exchange Commission.
Officials and Affiliated Persons of Depositor
---------------------------------------------
28. (a) Furnish as at latest practicable date the following information
---------------------------------------------------------------
with respect to the depositor of the trust, with respect to each
----------------------------------------------------------------
officer, director, or partner of the depositor, and with respect
----------------------------------------------------------------
to each natural person directly or indirectly owing or holding
--------------------------------------------------------------
with power to vote 5% or more of the outstanding voting
-------------------------------------------------------
securities of the depositor.
----------------------------
(i) name and principal business address.
------------------------------------
(ii) nature of relationship or affiliation with deposit
--------------------------------------------------
of the trust
------------
(iii) ownership of all securities of the depositor;
---------------------------------------------
(iv) ownership of all securities of the trust;
-----------------------------------------
(v) other companies of which each person named
-------------------------------------------
above is presently officer, director or partner.
------------------------------------------------
See 28(b) and 29, below.
(b) Furnish a brief statement of the business experience during
-----------------------------------------------------------
the last five years of each officer, director or partner of
-----------------------------------------------------------
the depositor.
-------------
The information for each executive, officer, director or partner
of Massachusetts Mutual Life Insurance Company is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
<S> <C>
ROGER G. ACKERMAN, DIRECTOR Chairman and Chief Executive Officer, Corning,
Inc., since 1996, President and Chief Operating
Officer 1990-1996
- --------------------------------------------------------------------------------
JAMES R. BIRLE, DIRECTOR President and Founder, Resolute Partners, LLC,
since 1994; General Partner, Blackstone Group,
1988-1994
- --------------------------------------------------------------------------------
FRANK C. CARLUCCI, III, Chairman, The Carlyle Group, Inc., since 1989
DIRECTOR
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
GENE CHAO, DIRECTOR Chairman, President and CEO, Computer
Projections, Inc. since 1991
- --------------------------------------------------------------------------------
PATRICIA DIAZ DENNIS, Senior Vice President and Assistant General
DIRECTOR Counsel, SBC Communications Inc. since 1995;
Special Counsel, Sullivan & Cromwell, 1993-1995;
Assistant Secretary of State for Human Rights
and Humanitarian Affairs, U.S. Department of
State, 1992-1993
- --------------------------------------------------------------------------------
ANTHONY DOWNS, DIRECTOR Senior Fellow, The Brookings Institution, since
1977
- --------------------------------------------------------------------------------
JAMES L. DUNLAP, DIRECTOR President and Chief Operating Officer, United
Meridian Corporation, since 1996; Senior Vice
President, Texaco, Inc. 1987-1996
- --------------------------------------------------------------------------------
WILLIAM B. ELLIS, DIRECTOR Senior Fellow, Yale University School of Forestry
and Environmental Studies, since 1995; Chairman
and Chief Executive Officer, Northeast Utilities,
1983-1995
- --------------------------------------------------------------------------------
ROBERT M. FUREK, DIRECTOR President and Chief Executive Officer, Heublein,
Inc., 1987-1996
- --------------------------------------------------------------------------------
CHARLES K. GIFFORD, DIRECTOR Chief Executive Officer, First National Bank of
Boston and The Bank of Boston Corporation, since
1996, Chairman, President and CEO 1995-1996,
President and CEO 1989-1995
- --------------------------------------------------------------------------------
WILLIAM N. GRIGGS, DIRECTOR Managing Director, Griggs & Santow, Inc., since
1983
- --------------------------------------------------------------------------------
GEORGE B. HARVEY, DIRECTOR Chairman, President and CEO, Pitney Bowes,
1983-1996
- --------------------------------------------------------------------------------
BARBARA. B. HAUPTFUHRER, Director of various corporations, since 1972
DIRECTOR
- --------------------------------------------------------------------------------
SHELDON B. LUBAR, DIRECTOR Chairman, Lubar & Co. Incorporated, since 1977
- --------------------------------------------------------------------------------
WILLIAM B. MARX, JR., Senior Executive Vice President, Lucent
DIRECTOR Technologies 1996-1996; Executive Vice President
and CEO Multimedia Products Group, AT&T,
1994-1996; Executive Vice President and CEO,
Network Systems Group, 1993-1994; Group Executive
and President, AT&T Network Systems, 1989-1993
- --------------------------------------------------------------------------------
JOHN F. MAYPOLE, DIRECTOR Managing Partner, Peach State Real Estate Holding
Company, since 1984
- --------------------------------------------------------------------------------
DONALD F. MCCULLOUGH, Retired Chairman and Chief Executive Officer,
DIRECTOR Collins & Aikman Corp., since 1988
- --------------------------------------------------------------------------------
JOHN J. PAJAK, DIRECTOR, President and Chief Operating Officer,
PRESIDENT AND CHIEF MassMutual, since 1996, Vice Chairman and Chief
OPERATING OFFICER Administrative Officer, 1996-1996, Executive Vice
President, 1987-1996
- --------------------------------------------------------------------------------
BARBARA SCOTT PREISKEL, Attorney-at-Law, since 1983
DIRECTOR
- --------------------------------------------------------------------------------
THOMAS B. WHEELER, Chairman and Chief Executive Officer, MassMutual,
DIRECTOR, CHAIRMAN AND since 1996, President and Chief Executive
CHIEF EXECUTIVE OFFICER Officer, 1988-1996
- --------------------------------------------------------------------------------
ALFRED M. ZEIEN, DIRECTOR Chairman and Chief Executive Officer, The Gillette
Company, since 1991
- --------------------------------------------------------------------------------
Executive Vice Presidents:
- --------------------------------------------------------------------------------
LAWRENCE V. BURKETT, JR. Executive Vice President and General Counsel,
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
MassMutual, since 1993, Senior Vice President and
Deputy General Counsel 1992-1993
- --------------------------------------------------------------------------------
JOHN B. DAVIES Executive Vice President, MassMutual, since 1994;
Associate Executive Vice President 1994-1994;
General Agent, 1982-1993
- --------------------------------------------------------------------------------
DANIEL J. FITZGERALD Executive Vice President, Corporate Financial
Operations, MassMutual, since 1994, Senior Vice
President, 1991-1994
- --------------------------------------------------------------------------------
JOHN V. MURPHY Executive Vice President, MassMutual, since 1997,
Executive Vice President and Chief Operating
Officer, David L. Babson & Co., Inc., 1995-1997;
Chief Operating Officer, Concert Capital
Management, Inc., 1993-1995; Senior Vice President
and Chief Financial Officer, Liberty Financial
Companies, 1977-1993
- --------------------------------------------------------------------------------
GARY E. WENDLANDT Executive Vice President and Chief Investment
Officer, MassMutual, since 1993, Executive Vice
President, 1992-1993, Senior Vice President,
1983-1992
- --------------------------------------------------------------------------------
</TABLE>
Companies Owning Securities of Depositor
----------------------------------------
29. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to each company which directly or indirectly owns, controls
-------------------------------------------------------------------
or holds with power to vote 5% or more of the outstanding voting
----------------------------------------------------------------
securities of depositor.
------------------------
The Company is a mutual life insurance company and is owned by its
policyholders. As of the date of this registration statement, no
company directly or indirectly owns, controls, or holds the power to
vote 5% or more of the outstanding voting securities of the Company.
Controlling Persons
-------------------
30. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to any person other than those covered by Items 28, 29, and
-------------------------------------------------------------------
42 who directly or indirectly controls the depositor.
-----------------------------------------------------
None.
Compensation of Officers of Depositor
-------------------------------------
31. Furnish the following information with respect to the remuneration
------------------------------------------------------------------
for services paid by the depositor during the last fiscal year
--------------------------------------------------------------
covered by the financial statements filed herewith;
---------------------------------------------------
(a) directly to each of the officers or partners or the depositor
-------------------------------------------------------------
directly receiving the three highest amounts of remuneration;
-------------------------------------------------------------
Not Applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Variable Account.
<PAGE>
(b) directly to all officers or partners of the depositor as a
----------------------------------------------------------
group exclusive of persons whose remuneration is included under
---------------------------------------------------------------
Item 31(a), stating separately the aggregate amount paid by the
---------------------------------------------------------------
depositor itself and the aggregate amount paid by all the
----------------------------------------------------------
subsidiaries;
-------------
Not Applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Variable Account.
(c) indirectly or through subsidiaries to each of the officers or
-------------------------------------------------------------
partners of the depositor;
--------------------------
Not Applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Variable Account.
Compensation of Directors
-------------------------
32. Furnish the following information with respect to the remuneration
------------------------------------------------------------------
for services, exclusive of remuneration reported under Item 31, paid
--------------------------------------------------------------------
by the depositor during the last fiscal year covered by financial
-----------------------------------------------------------------
statements filed herewith:
--------------------------
(a) the aggregate direct remuneration to directors;
----------------------------------------------
(b) indirectly or through subsidiaries to directors.
-----------------------------------------------
Not Applicable. See Item 31.
---
Compensation to Employees
-------------------------
33. (a) Furnish the following information with respect to the aggregate
---------------------------------------------------------------
amount of remuneration for services of all employees of the
-----------------------------------------------------------
depositor (exclusive of persons whose remuneration is reported in
-----------------------------------------------------------------
Items 31 and 32) who received remuneration in excess of $10,000
---------------------------------------------------------------
during the last fiscal year covered by financial statements filed
-----------------------------------------------------------------
herewith from the depositor and any of its subsidiaries.
-------------------------------------------------------
Not Applicable. See Item 31.
---
(b) Furnish the following services paid directly during the last
------------------------------------------------------------
fiscal year covered by financial statements filed herewith to the
-----------------------------------------------------------------
following classes of persons (exclusive of those persons covered
----------------------------------------------------------------
by Item 33(a)): (1) Sales managers, branch managers, district
-------------------------------------------------------------
managers and other persons supervising the sale of registrant's
---------------------------------------------------------------
securities; (2) Salesmen, sales agents, canvassers and other
------------------------------------------------------------
persons making solicitations but not in supervisory capacity; (3)
-----------------------------------------------------------------
Administrative and clerical employees; and (4) others (specify).
-----------------------------------------------------------------
If a person is employed in more than one capacity, classify
-----------------------------------------------------------
according to predominant type of work.
-------------------------------------
Not Applicable. See Item 31.
---
Compensation to Other Persons
-----------------------------
<PAGE>
34. Furnish the following information with respect to the aggregate
---------------------------------------------------------------
amount of compensation for services paid any person (exclusive of
-----------------------------------------------------------------
persons whose remuneration is reported in Items 31, 32 and 33),
---------------------------------------------------------------
whose aggregate compensation in connection with services rendered
-----------------------------------------------------------------
with respect to the trust in all capacities exceed $10,000 during
-----------------------------------------------------------------
the last fiscal year covered by financial statements filed
----------------------------------------------------------
herewith from the depositor and any of its subsidiaries.
-------------------------------------------------------
Not Applicable. See Item 31.
---
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
-----------------------------------------
Distribution of-Securities
--------------------------
35. Furnish the names of the states in which sales of the trust's
-------------------------------------------------------------
securities (a) are currently being made, (b) are presently proposed to
----------------------------------------------------------------------
made, and (c) have been discontinued, indicating by appropriate letter
----------------------------------------------------------------------
the status with respect to each state.
-------------------------------------
(a) Sale of the Policies has not commenced in any state.
(b) Following the effectiveness of the Variable Account's GVUL Segment
registration statement under the Securities Act of 1933, and
obtaining required approvals under state law, the Company proposes
issuing the Policies in the District of Columbia, Puerto Rico and
in all states.
(c) Not Applicable.
36. If sales of the trust's securities have at any time since January 1,
--------------------------------------------------------------------
1936 been suspended for more than a month, describe briefly the reasons
-----------------------------------------------------------------------
for such suspension.
-------------------
Not Applicable.
37. (a) Furnish the following information with respect to each instance
---------------------------------------------------------------
where subsequent to January 1, 1937, any federal or state
---------------------------------------------------------
governmental officer, agency, or regulatory body denied authority
-----------------------------------------------------------------
to distribute securities of the trust, excluding a denial which
---------------------------------------------------------------
was merely a procedural step prior to any determination by such
---------------------------------------------------------------
officer, etc., and which denial was subsequently rescinded.
----------------------------------------------------------
(1) Name of officer, agency or body
-------------------------------
None.
(2) Date of denial
--------------
Not Applicable.
(3) Brief statement of reasons given for denial
-------------------------------------------
<PAGE>
Not Applicable.
(b) Furnish the following information with regard to each instance
--------------------------------------------------------------
where, subsequent to January 1, 1937, the authority to distribute
-----------------------------------------------------------------
securities of the trust has been revoked by any federal or state
----------------------------------------------------------------
governmental officer, agency or regulatory body.
-----------------------------------------------
(1) Name of officer, agency or body
-------------------------------
None.
(2) Date of revocation
------------------
Not Applicable.
(3) Brief statement of reasons given for revocation
-----------------------------------------------
Not Applicable.
38. (a) Furnish a general description of the method of distribution of
--------------------------------------------------------------
securities of the trust.
-----------------------
MML Distributors, LLC. and MML Investors Services, Inc., both
indirect subsidiaries of the Company, will act as principal
underwriter and co-underwriter, respectively, of the Policies
pursuant to Underwriting Agreements with the Company and the
Variable Account. Both MML Distributors, LLC and MML Investors
Services, Inc. are broker-dealers and members of the National
Association of Securities Dealers, Inc. The Policies will be sold
by agents of the Company who are either registered representatives
of MML Investors Services, Inc. or registered representatives of a
broker-dealer who has entered into a broker-dealer selling
agreement with MML Distributors, LLC.
(b) State the substance of any current selling agreement between each
-----------------------------------------------------------------
principal underwriter and the trust or the depositor, including a
-----------------------------------------------------------------
statement as to the inception and termination dates of the
----------------------------------------------------------
agreement, any renewal and termination provisions, and any
----------------------------------------------------------
assignment provisions.
---------------------
The Company and the Variable Account have executed a Principal
Underwriting Agreement and a Co-Distributor Agreement
("Agreements") with MML Distributors, LLC. and MML Investors
Services, Inc., respectively. Unless otherwise terminated, the
Agreement shall continue in effect from year to year. The
Agreement may be terminated by any party at any time upon giving
60 days written notice to the other parties, and terminates
automatically in the event of its assignment.
(c) State the substance of any current agreements or arrangements of
----------------------------------------------------------------
each principal underwriter with dealers, agents, salesmen, etc.,
----------------------------------------------------------------
with respect to commissions and overriding commissions,
-------------------------------------------------------
territories, franchises, qualifications, and revocations. If the
-----------------------------------------------------------------
trust is the issuer of periodic payment plan certificates, furnish
------------------------------------------------------------------
schedules of commissions and the bases thereof. In lieu of a
-------------------------------------------------------------
statement concerning schedules of commissions, such schedules of
----------------------------------------------------------------
commissions may be filed as Exhibit A(3)(c).
--------------------------------------------
<PAGE>
Registered representatives of MML Investors Services, Inc. who are
also agents of the Company ("Agents") will sell the Policy. In
addition, registered representatives of broker-dealers who have
executed a broker-dealer selling agreement with MML Distributors,
LLC. and who are also agents of the Company ("Brokers") will also
sell the Policy. Such Agents and Brokers are required to pass
applicable NASD examinations, and qualify under applicable state
insurance licensing requirements. Agents and Brokers who sell the
Policy will receive commissions based on a commission schedule,
and General Agents who supervised the agents will also receive
compensation. After issue of the Policy or an increase in face
amount, commissions will not exceed 24% of the Modal Term Premium,
plus 3% on any excess premiums. For renewal years, the
commissions will not exceed 3% of any additional premiums between
years 2-10 and 1% on years 11+. General Agents and certain
registered representatives may receive training and/or expense
reimbursements based upon the amount of earned commissions.
Information Concerning Principal Underwriter
--------------------------------------------
39. (a) State the form of organization of each principal underwriter of
---------------------------------------------------------------
securities of the trust, the name of the state or other sovereign
-----------------------------------------------------------------
power under the laws of which each underwriter was organized and
----------------------------------------------------------------
the date of organization.
------------------------
The principal underwriter of the policies, MML Distributors, LLC
was organized on November 10, 1994 as a limited liability company
in the state of Connecticut.
MML Investors Services Inc. was organized in 1981 as a corporation
in the Commonwealth of Massachusetts.
(b) State whether any principal underwriter currently distributing
--------------------------------------------------------------
securities of the trust is a member of the National Association of
------------------------------------------------------------------
Securities Dealers, Inc. (NASD).
-------------------------------
Both MML Distributors, LLC and MML Investors Services, Inc. are
members in good standing with the NASD.
40. (a) Furnish the following information with respect to all fees
----------------------------------------------------------
received by each principal underwriter of the trust from the sale
-----------------------------------------------------------------
of securities of the trust and any other functions in connection
----------------------------------------------------------------
therewith exercised by such underwriter in such capacity or
-----------------------------------------------------------
otherwise during the period covered by the financial statement
--------------------------------------------------------------
filed herewith.
--------------
None.
(b) Furnish the following information with respect to any fee or any
----------------------------------------------------------------
participation in fees received by each principal underwriter from
-----------------------------------------------------------------
any underlying investment company or any affiliated person or
-------------------------------------------------------------
investment adviser of such company:
----------------------------------
None.
(1) The nature of such fee or participation.
---------------------------------------
None.
<PAGE>
(2) The name of the person making payment.
-------------------------------------
None.
(3) The nature of the services rendered in consideration for such
-------------------------------------------------------------
fee or participation.
--------------------
None.
(4) The aggregate amount received during the last fiscal year
---------------------------------------------------------
covered by the financial statements filed herewith.
--------------------------------------------------
None.
41. (a) Describe the general character of the business principal
--------------------------------------------------------
underwriter, including a statement as to any business other than
----------------------------------------------------------------
the distribution of securities of the trust. If a principal
------------------------------------------------------------
underwriter acts or has acted in any capacity with respect to any
-----------------------------------------------------------------
investment company or companies other than the trust, state the
---------------------------------------------------------------
name or names of such company or companies, their relationship, if
------------------------------------------------------------------
any, to the trust and the nature of such activities. If a
----------------------------------------------------------
principal underwriter has ceased to act in such named capacity,
---------------------------------------------------------------
state the date of and circumstances surrounding such cessation.
--------------------------------------------------------------
MML Distributors, LLC ("Distributors") is a broker-dealer engaged
in the business of underwriting various variable annuity and
variable life policies issued by Massachusetts Mutual Life
Insurance Company ("MassMutual") and affiliated MassMutual
insurance companies. MML Investors Services, Inc. ("MMLISI") is
a broker-dealer which is engaged in the businesses of: acting as
the co-underwriter of various variable annuity and variable life
insurance policies issued by MassMutual and MassMutual insurance
affiliates, distributing mutual funds, variable annuities,
variable life insurance contracts, direct participation programs
and unit investment trusts; and acting as the introducing broker-
dealer with respect to various securities brokerage transactions.
Distributors currently acts as the principal underwriter, and
MMLISI acts as the co-underwriter, for the following investment
companies, all of which are separate accounts of either
MassMutual or a MassMutual affiliated insurance company:
MassMutual Separate Accounts:
Massachusetts Mutual Variable Annuity Separate Accounts I &
II, Massachusetts Mutual Variable Life Separate Account I,
Massachusetts Mutual Variable Annuity Separate Account 3,
Panorama Separate Account, and Connecticut Mutual Variable
Life Separate Account 1.
Separate Accounts of MML Bay State Life Insurance Co.:
MML Bay State Variable Life Separate Account I, MML Bay
State Variable Life Separate Account II, MML Bay State
Variable Life Separate Account
<PAGE>
III, MML Bay State Variable Life Separate Account IV, and
MML Bay State Variable Annuity Separate Account I.
Separate Accounts of CM Life Insurance Co.:
Panorama Plus Separate Account, CM Multi Account A, and CM
Life Variable Life Separate Account I.
In addition, MMLISI acts as the retail distributor of several
hundred investment companies that are not affiliated with
MassMutual.
(b) Furnish as at latest practicable date the address of each branch
----------------------------------------------------------------
office of each principal underwriter currently selling securities
-----------------------------------------------------------------
of the trust and furnish the name and residence address of the
--------------------------------------------------------------
person in charge of such office.
-------------------------------
Not applicable. The Policies are not currently being sold.
(c) Furnish the number of individual salesmen of each principal
-----------------------------------------------------------
underwriter through whom any of the securities of the trust were
----------------------------------------------------------------
distributed for the last fiscal year of the trust covered by the
----------------------------------------------------------------
financial statements filed herewith and furnish the aggregate
-------------------------------------------------------------
amount of compensation received by such salesmen in such year.
-------------------------------------------------------------
Not applicable. The Policies are not currently being sold.
42. Furnish as at latest practicable date the following information with
--------------------------------------------------------------------
respect to each principal underwriter currently distributing securities
-----------------------------------------------------------------------
of the trust and with respect to each of the officers, directors or
-------------------------------------------------------------------
partners of such underwriter (ownership of securities of the Trust).
-------------------------------------------------------------------
Not Applicable. The Policies are not currently being
distributed.
43. Furnish, for the last fiscal year covered by the financial statements
---------------------------------------------------------------------
filed herewith, the amount of brokerage commissions received by any
-------------------------------------------------------------------
principal underwriter who is a member of a national securities exchange
-----------------------------------------------------------------------
and who is currently distributing the securities of the trust or
----------------------------------------------------------------
effecting transactions for the trust in the portfolio securities of the
-----------------------------------------------------------------------
trust.
-----
Not Applicable. The Policies are not currently being distributed.
Offering Price or Acquisition Valuation of Securities of the Trust
------------------------------------------------------------------
44. (a) Furnish the following information with respect to the method of
---------------------------------------------------------------
valuation used by the trust for the purposes of determining the
---------------------------------------------------------------
offering price to the public of securities issued the trust or the
------------------------------------------------------------------
valuation of shares or interests in the underlying securities
-------------------------------------------------------------
acquired by the holder of a periodic payment plan certificate.
-------------------------------------------------------------
The net premium equals the premium paid minus the sum of the sales
load (0% - 5%), the state premium tax (2.0% - 4%), and the federal
DAC tax (currently 0.25%) charges. Premium paid under the Policy
by the Policyowner may be allocated to the General Account of the
Company or to the Division(s) selected by the Policyowner
<PAGE>
after expiration of the free look period. Allocations to the
Divisions are credited to the Policy in the form of Accumulation
Units. Accumulation Units are credited separately for each
Division. The number of Accumulation Units of each Division
credited to the Policy is equal to the portion of the net premium
allocated to the Division, divided by the dollar value of the
applicable Accumulation Unit as of the valuation date the payment
is received at the Company's Home Offices. The number of
Accumulation Units resulting from each net premium will remain
fixed unless changed by a subsequent split of Accumulation Unit
value, transfer, partial withdrawal or surrender. In addition, if
the Company deducts the Account Value Charges or other charges
from a Division (as a result of insufficient Policy values in the
Company's General Account), each such deduction will result in
cancellation of a number of Accumulation Units equal in value to
the charge allocated to the Division. The dollar value of an
Accumulation Unit of each Division varies from valuation date to
valuation date based on the investment experience of that
Division. That experience, in turn, will reflect the investment
performance, expenses and charges of the respective underlying
Funds. The value of an Accumulation Unit is set at $1.00 on the
first Valuation Date of each Division.
Net Investment Factor - The net investment factor measures the
---------------------
investment performance of a Division of the GVUL Segment of the
Variable Account during the valuation period just ended. The net
investment factor for each Division is equal to 1.0000 plus the
number arrived at by dividing (a) by (b) and subtracting (c) from
the result, where:
(a) is net asset value per share of each Fund held by a Division
for the current Valuation Period, plus any dividend per share
declared on behalf of such fund that has an ex-dividend date
within the current Valuation Period, less the cumulative
charge or credit for taxes reserved which is determined by the
Company to have resulted from the operation or maintenance of
the Division; and
(b) is the net asset value per share of the Fund held by the
Division for the immediately preceding Valuation Period; and
(c) is the cumulative unpaid charge for mortality and expense
risks for each day in the valuation period equal to .55%, on
an annualized basis, of the Division's assets (which may be
increased or decreased by the Company, but may not exceed
1.00%).
The net investment factor may be greater or less than one.
Therefore, the value of an Accumulation Unit may increase or
decrease. The Policyowner bears the investment risk.
Allocations to the General Account are not converted into
Accumulation Units, but are credited interest at a rate
periodically set by the Company (but which will never be less than
3%).
(b) Furnish a specimen schedule showing the components of the offering
------------------------------------------------------------------
price of the trust's securities as of the latest practicable date.
-----------------------------------------------------------------
<PAGE>
No Policies have been issued or offered for sale to the public.
(c) If there is any variation in offering price of the trust's
----------------------------------------------------------
securities to any person or classes of persons other than
---------------------------------------------------------
underwriters, state the nature and amount of such variation and
---------------------------------------------------------------
indicate the person or classes of persons to whom such offering is
------------------------------------------------------------------
made.
----
At any time, the "price" of an Accumulation Unit of a Division
will be the same for all Policyowners. However, the cost of
insurance charges for the Policies will not be the same for all
Policyowners. The insurance principles of pooling and
distribution of mortality risks is based upon the assumption that
each Policyowner pays a cost of insurance charge commensurate with
the Insured's mortality risk, which is actuarially determined
based upon factors such as age, health and occupation. In the
context of life insurance, a uniform mortality charge (the "cost
of insurance charge") for all Insureds would discriminate unfairly
in favor of those Insureds representing greater mortality risks to
the disadvantage of those representing lesser risks. Accordingly,
there will be a different "price" for each actuarial category of
Policyowners because different cost of insurance rates will apply.
The "price" will also vary based on net amount at risk. The
Policies will be offered and sold pursuant to this cost of
insurance schedule, the Company's underwriting standards, and in
accordance with state insurance laws. Such laws prohibit unfair
discrimination among Insureds, but recognize that premiums must be
based upon factors such as age, health and occupation. Tables
showing the maximum cost of insurance charges will be delivered as
part of the Policy.
45. Furnish the following information with respect to any suspension of the
-----------------------------------------------------------------------
redemption rights of the securities issued by the trust during the
------------------------------------------------------------------
three fiscal years covered by the financial statements filed herewith:
---------------------------------------------------------------------
Not Applicable.
(a) by whose action redemption rights were suspended.
------------------------------------------------
Not Applicable.
(b) the number of days' written notice given to security holders prior
------------------------------------------------------------------
to suspension of redemption rights.
----------------------------------
Not Applicable.
(c) reason for suspension.
---------------------
Not Applicable.
(d) period during which suspension was in effect.
--------------------------------------------
Not Applicable.
<PAGE>
46. (a) Furnish the following information with respect to the method of
---------------------------------------------------------------
determining the redemption or withdrawal valuation of securities
----------------------------------------------------------------
issued by the trust:
-------------------
(1) The source of quotations used to determine the value of
-------------------------------------------------------
portfolio securities.
--------------------
The Divisions invest only in shares of the Underlying Funds.
Shares of each are sold and redeemed at their net asset value
as next computed after receipt of the purchase or redemption
order. Each purchase or redemption is confirmed in a written
statement of the number of shares purchased or redeemed and
the aggregate number of shares currently held by the
respective Divisions. See Item 44(a).
(2) Whether opening, closing, bid, asked or any other price is
----------------------------------------------------------
used.
----
See 44(a) and 46(a)(1), above.
(3) Whether price is as of the day of sale or as of any other
---------------------------------------------------------
time.
See 44(a) and 46(a)(1), above.
(4) A brief description of the methods used by registrant for
---------------------------------------------------------
determining other assets and liabilities including accrual for
--------------------------------------------------------------
expenses and taxes (including taxes on unrealized
-------------------------------------------------
appreciation).
-------------
Policy Value and Surrender Value - The Policy value is the
--------------------------------
total amount available for investment and is equal to the sum
of the accumulation in the General Account and the value of
the Accumulation Units in the Divisions. The Policy value is
used in determining the surrender value (the Policy value less
any Policy Debt). There is no guaranteed minimum Policy
value. Because Policy value on any date depends upon a number
of variables, it cannot be predetermined. Policy value and
surrender value will reflect frequency and amount of net
premiums paid, interest credited to accumulations in the
General Account, the investment performance of the chosen
Divisions of the Variable Account, any partial withdrawals,
any loans, any loan repayments, any loan interest paid or
credited, and any charges assessed in connection with the
Policy.
Calculation of Policy Value - The Policy value is determined
---------------------------
on each valuation date. On each valuation date after the date
of issue the Policy value will be:
(a) the aggregate of the values in each of the Divisions on
the valuation date, determined for each Division by
multiplying the value of an Accumulation Unit in that
Division on that date by the number of such Accumulations
Units allocated to the Policy; plus
----
(b) the value in the General Account (including any amounts
transferred to the General Account with respect to a
loan).
Thus, the Policy value is determined by multiplying the number
of Accumulation Units in each Division by the value of the
applicable Accumulation Units on the
<PAGE>
particular valuation date, adding the resulting figure for
each Division together, and adding the amount of the
accumulations in the General Account, if any. Also see Item
44(a), above.
Because of its current tax status, the Company does not expect
to incur any federal income tax liabilities that would be
charged to the Variable Account, and the company does not
intend to make a charge for federal income taxes. The Company
may, however, incur state and local taxes (in addition to
premium taxes) in several states. If there is a material
change in state or local tax laws, charges for such taxes, if
any, attributable to the Variable Account may be made.
(5) Other items which registrant deducts from the net asset value
-------------------------------------------------------------
in computing redemption value of its securities.
-----------------------------------------------
Accumulation Units of the Divisions will be redeemed at net
asset value. However, under the Policies, a partial
redemption will be subject to a processing fee of the lesser
of $25 or 2% of the amount redeemed.
(6) Whether adjustments are made for fractions.
------------------------------------------
No adjustments are made for fractions.
(b) Furnish a specimen schedule showing the components of the
---------------------------------------------------------
redemption price to the holders of the trust's securities as of
---------------------------------------------------------------
the latest practicable date.
---------------------------
No Policies have been issued or offered for sale to the public.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO
-------------------------------------------------------------------
SECURITY HOLDERS
----------------
47. Furnish a statement as to the procedure with respect to the maintenance
-----------------------------------------------------------------------
of a position in the underlying securities or interests in the
--------------------------------------------------------------
underlying securities, the extent and nature thereof and the person who
-----------------------------------------------------------------------
maintains such a position. Include a description of the procedure with
-----------------------------------------------------------------------
respect to the purchase of underlying securities or interests in the
--------------------------------------------------------------------
underlying securities from security holders who exercise redemption or
----------------------------------------------------------------------
withdrawal rights and the sale of such underlying securities and
----------------------------------------------------------------
interests in the underlying securities to other security holders.
------------------------------------------------------------------
State whether the method of valuation of such underlying securities or
----------------------------------------------------------------------
interests in underlying securities differs from that set forth in Items
-----------------------------------------------------------------------
44 and 46. If any item of expenditure included in the determination of
-----------------------------------------------------------------------
the valuation is not or may not actually be incurred or expended,
-----------------------------------------------------------------
explain the nature of such item and who may benefit from the
------------------------------------------------------------
transaction.
-----------
All purchases and redemptions of shares of the Underlying Funds are at
net asset value. Other separate accounts of the Company currently
invest in shares of the MML Fund, Panorama Fund and the Oppenheimer
Funds. The Panorama Fund and Oppenheimer Funds issue shares to
separate accounts of other affiliated insurance companies. In
addition, the Oppenheimer Fund currently issues shares to separate
accounts of un-affiliated insurance companies. All transactions are at
net asset value. The Company will redeem sufficient shares of the
<PAGE>
Underlying Funds to pay certain life insurance proceeds, benefits at
maturity, or surrender proceeds, or for other purposes contemplated by
the Policy.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
-----------------------------------------------
48. Furnish the following information as to each trustee or custodian of
--------------------------------------------------------------------
the trust.
---------
(a) Name and principal address:
--------------------------
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(b) Form of organization:
--------------------
Mutual life insurance company.
(c) State or other sovereign power under the laws of which the trustee
------------------------------------------------------------------
or custodian was organized.
--------------------------
Organized under the laws of Massachusetts.
(d) Name of governmental supervising or examining authority.
-------------------------------------------------------
Commonwealth of Massachusetts Division of Insurance. The Company
is also subject to examination by the insurance departments of
each state in which it does business.
49. State the basis for payment of fees or expenses of the trustee or
-----------------------------------------------------------------
custodian for services rendered with respect to the trust and its
-----------------------------------------------------------------
securities, and the amount thereof for the last fiscal year. Indicate
----------------------------------------------------------------------
the person paying such fees or expenses. If any fees or expenses are
---------------------------------------------------------------------
prepaid, state the unearned amounts.
-----------------------------------
The Company is not paid a separate fee for expenses or services
rendered as custodian of the Variable Account.
A daily charge equivalent to a current effective annual rate of 0.55%
of the average daily net asset value of each Division is imposed to
compensate the Company for its assumption of certain mortality and
expense risks. Such expense risks include the risks of increased costs
associated with the custodian function.
An administrative fee (currently $5.25 per month, guaranteed not to
exceed $9.00 per month) is assessed against each Policy. To the extent
such charge covers administrative services, the charge may also be
deemed to include custodial services.
As the GVUL Segment of the Variable Account has not commenced
operations, no fees have been paid.
<PAGE>
50. State whether the trustee or custodian or any other person has or may
---------------------------------------------------------------------
create a lien on the assets of the trust, and, if so, give full
---------------------------------------------------------------
particulars, outlining the substance of the provisions of any indenture
-----------------------------------------------------------------------
or agreement with respect thereto.
---------------------------------
None. Under Massachusetts law, the assets supporting Policy reserves
in the Variable Account may not be charged with any liabilities arising
out of any other business of the Company.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
---------------------------------------------------------
51. Furnish the following information with respect to insurance of holders
----------------------------------------------------------------------
of securities:
-------------
Interests in the Variable Account are sold only to fund the Policies.
Other than the Policies themselves, no insurance is sold to
Policyowners with interests in the Divisions, or in connection with
such interests.
(a) The name and address of the insurance company.
---------------------------------------------
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(b) The types of policies and whether individual or group policies.
--------------------------------------------------------------
The Policies are group flexible premium adjustable life insurance
certificates with variable riders issued under group flexible
premium adjustable life insurance policies.
(c) The types of risks Insured and excluded.
---------------------------------------
The variable riders are offered only to Certificate owners.
Certificates are offered to individuals age 75 and under, subject
to the individual's membership in a group whose sponsor has
entered into a group insurance policy with the Company and subject
to the Company's underwriting standards. The Company assumes the
risk that the deduction made for mortality and expense risks will
prove inadequate to cover actual insurance costs and expenses.
(d) The coverage of the policies.
----------------------------
The Policies provide insurance coverage on the life of the
Insured. The minimum face amount of each Policy is $50,000. The
Policyowner may free to select a higher death benefit amount
subject to the Company's then current underwriting guidelines.
Death Proceeds will be reduced by any outstanding Policy Debt and
any due and unpaid monthly deductions.
(e) The beneficiaries of such policies and the uses to which the
------------------------------------------------------------
proceeds of policies must be put.
--------------------------------
The beneficiary is named by the Policyowner to receive the death
proceeds. The interest of any beneficiary will be subject to any
assignment made by the Policyowner. The Policyowner may declare a
beneficiary to be revocable (changed any time by
<PAGE>
written request) or irrevocable (may be changed only with the
written consent of the beneficiary). The interest of a beneficiary
who dies before the Insured will pass to surviving beneficiaries.
If all beneficiaries die before the Insured, the death proceeds
will pass to the Policyowner.
(f) The terms and manner of cancellation and of reinstatement.
---------------------------------------------------------
See Item 17(a) for the manner of cancellation and reinstatement.
(g) The method of determining the amount of premiums to be paid by
--------------------------------------------------------------
holders of securities.
---------------------
See answers to Item 13(a) for amount of charges imposed and 44(a)
and 44(c) for the manner in which the premium is determined.
(h) The amount of aggregate premiums paid to the insurance company
--------------------------------------------------------------
during the last fiscal year.
---------------------------
None. No Policies have been issued or offered for sale to the
public.
(i) Whether any person other than the insurance company receives any
----------------------------------------------------------------
part of such premiums, the name of each such person and the
-----------------------------------------------------------
amounts involved, and the nature of the services rendered
---------------------------------------------------------
therefor.
No person other than the Company receives any part of the amounts
deducted for assumption of mortality and expense risks. However,
the Company may from time to time enter into reinsurance
agreements with other insurance companies under which certain
insurance risks, premium income and related expenses are assumed
by such other insurance companies.
(j) The substance of any other material provisions of any indenture or
------------------------------------------------------------------
agreement of the trust relating to insurance.
--------------------------------------------
None.
VII. POLICY OF REGISTRANT
--------------------
52. (a) Furnish the substance of the provisions of any indenture or
-----------------------------------------------------------
agreement with respect to the conditions upon which and the method
------------------------------------------------------------------
of selection by which particular portfolio securities must or may
-----------------------------------------------------------------
be eliminated from the assets of the trust or must or may be
------------------------------------------------------------
replaced by other portfolio securities. If an investment adviser
-----------------------------------------------------------------
or other person is to be employed in connection with such
---------------------------------------------------------
selection, elimination or substitution, state the name of such
--------------------------------------------------------------
person, the nature of any affiliation to the depositor, trustee or
------------------------------------------------------------------
custodian, and any principal underwriter, and the amount of
-----------------------------------------------------------
remuneration to be received for such services. If any particular
-----------------------------------------------------------------
person is not designated in the indenture or agreement, describe
----------------------------------------------------------------
briefly the method of selection of such person.
----------------------------------------------
The investment Policy of each Division of the Variable Account is
to invest in a particular Underlying Fund.
<PAGE>
The Company reserves the right, subject to applicable law, to
Create new segments of the Variable Account; create new Variable
Accounts; combine any two or more Variable Accounts; make
available additional Divisions investing in additional
investment companies; substitute or merge two or more Divisions
or Variable Accounts; eliminate one or more Divisions; invest
the assets of the Variable 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 Variable Account as a management investment company
under the Investment Company Act of 1940, as amended, or in any
other form permitted by law; and de-register the Variable
Account under the Investment Company Act of 1940, as amended, in
the event such registration is no longer required; and change
the name of the Variable Account.
(b) Furnish the following information with respect to each transaction
------------------------------------------------------------------
involving the elimination of any underlying security during the
---------------------------------------------------------------
period covered by the financial statements filed herewith.
---------------------------------------------------------
(1) Title of Security
-----------------
Not applicable.
(2) Date of Elimination
-------------------
Not applicable.
(3) Reasons for Elimination
-----------------------
Not applicable.
(4) The use of the proceeds from the sale of the eliminated
-------------------------------------------------------
security.
---------
Not applicable.
(5) Title of security substituted, if any.
--------------------------------------
Not applicable.
(c) Describe the policy of the trust with respect to the substitution
-----------------------------------------------------------------
and elimination of the underlying securities of the trust with
--------------------------------------------------------------
respect to:
----------
(1) the grounds for elimination and substitution;
--------------------------------------------
See 52(a), above.
(2) the type of securities which may be substituted for any
-------------------------------------------------------
underlying security;
-------------------
See 52(a), above.
(3) whether the acquisition of such substituted security or
-------------------------------------------------------
securities would constitute the concentration of investment in
--------------------------------------------------------------
a particular industry or group of
---------------------------------
<PAGE>
industries or would conform to a policy of concentration of
-----------------------------------------------------------
investment in a particular; industry or group of industries;
------------------------------------------------------------
Not Applicable.
(4) whether such substituted securities may be the securities of
------------------------------------------------------------
any other investment company; and
---------------------------------
See 52(a), above.
(5) the substance of the provisions of any indenture or agreement
-------------------------------------------------------------
which authorize or restrict the policy of the registrant in
-----------------------------------------------------------
this regard.
-----------
See 52(a) above.
(d) Furnish a description of any (exclusive of policies covered by
--------------------------------------------------------------
paragraph (a) and (b) herein) of the trust which is deemed a
------------------------------------------------------------
matter of fundamental policy and which is elected to be treated as
------------------------------------------------------------------
such.
----
None.
Regulated Investment Company
- ----------------------------
53. (a) State the taxable status of the trust.
-------------------------------------
Because of its current tax status, the Company does not expect to
incur any federal income tax liabilities that would be charged to
the Variable Account, and the Company does not intend to make a
charge for federal income taxes. The Company may, however, incur
state and local taxes (in addition to premium taxes). If there is
a material change in state or local tax laws, charges for such
taxes, if any, attributable to the Variable Account may be made.
See also 46(a), above.
(b) State whether the trust qualified for the last taxable as year as
-----------------------------------------------------------------
a regulated investment company as defined in Section 851 of the
---------------------------------------------------------------
Internal Revenue Code of 1954, and state its present intention
--------------------------------------------------------------
with respect to such qualification during the current taxable
-------------------------------------------------------------
year.
Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
--------------------------------------
54. If the trust is not the issuer of periodic payment plan certificates,
---------------------------------------------------------------------
furnish the following information with respect to each class or series
----------------------------------------------------------------------
of its securities.
-----------------
Not Applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
-------------------------------------------------------------------
transcript of a hypothetical account shall be filed in approximately
--------------------------------------------------------------------
the following form on the basis of the certificate calling
----------------------------------------------------------
<PAGE>
for the smallest amount of payments. The schedule shall cover a
---------------------------------------------------------------
certificate of the type currently being sold assuming that such
---------------------------------------------------------------
certificate had been sold at a date approximately ten years prior to
--------------------------------------------------------------------
the date of registration or to the approximate date of organization of
----------------------------------------------------------------------
the trust.
---------
Not Applicable.
57. If the trust is the issuer of periodic payment plan certificates,
-----------------------------------------------------------------
furnish by years for the period covered by financial statements filed
---------------------------------------------------------------------
herewith the following information for each installment payment type of
-----------------------------------------------------------------------
periodic payment plan certificate currently being issued by the trust.
---------------------------------------------------------------------
Not Applicable.
58. If the trust is the issuer of periodic plan certificates furnish the
--------------------------------------------------------------------
following information for each installment periodic payment plan
----------------------------------------------------------------
certificate outstanding as at the latest practicable date.
---------------------------------------------------------
Not Applicable.
59. Financial Statements:
--------------------
Financial Statements of the Variable Account
--------------------------------------------
Financial statements are not filed herein because, as of the date of
this registration statement, the GVUL Segment of the Variable Account
had not commenced operation.
Financial Statements of the Depositor
-------------------------------------
The Financial Statements of the Depositor will be filed under a pre-
effective amendment number 1 to the registration statement on Form S-6
filed by the Registrant pursuant the Securities Act of 1933. They are
incorporated herein by reference.
IX. EXHIBITS
--------
A. Furnish the most recent form of the following:
(1) Indenture
(a) Resolution of the Board of Directors of Massachusetts Mutual
Life Insurance Company authorizing the establishment of the
Separate Account.
(b) Resolution of the Board of Directors of Massachusetts Mutual
Life Insurance Company authorizing the establishment of the
GVUL Segment of Massachusetts Mutual Variable Life Separate
Account I.
(2) Not Applicable.
(3) (a) Form of Distribution Servicing Agreement between MML
Distributors, LLC, and MassMutual.
<PAGE>
(b) Form of Co-Underwriting Agreement between MML Investors
Services, Inc. and MassMutual.
(c) Form of Broker Dealer Selling Agreement.
(4) Not Applicable.
(5) Form of Group Flexible Premium Adjustable Life Insurance
Certificate To Age 95 with Variable Rider.
(6) Organizational documents of the Company.
(a) Certificate of Incorporation of MassMutual.
(b) By-Laws of MassMutual.
(7) Not applicable.
(8) (a) Form of Participation Agreement with Oppenheimer Variable
Account Funds.
(b) Form of Participation Agreement with Panorama Series Fund,
Inc.
(9) Not applicable.
(10) (a) Form of Enrollment Form [to be filed].
(b) Form of Application [to be filed].
B. (1) None.
(2) None.
C. None.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 Massachusetts
Mutual Life Insurance Company, depositor of the Registrant, has caused this
registration statement to be duly signed on behalf of the Registrant in the City
of Springfield and the Commonwealth of Massachusetts on February 28, 1997.
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
-----------------------------------------------------
(Name of Registrant)
By Massachusetts Mutual Life Insurance Company
----------------------------------------------
(Name of Depositor)
By: /s/ MICHAEL A. CHONG
------------------------
Michael A. Chong
Second Vice President
Attest: /s/ Dale Games
Dale Games
(Name)
Vice President
(Title)
<PAGE>
EXHIBIT LIST
1(1)(a) Resolution establishing Massachusetts Mutual Variable Life Separate
Account I.
1(1)(b) Resolution establishing the GVUL Segment of Massachusetts Mutual
Variable Life Separate Account I.
1(3)(a) Form of Distribution Servicing Agreement between MML Distributors,
LLC, and MassMutual.
1(3)(b) Form of Co-Underwriting Agreement between MML Investors Services, Inc.
and MassMutual.
1(3)(c) Form of Broker Dealer Selling Agreement.
1(5) Form of Group Flexible Premium Adjustable Life Insurance Certificate
To Age 95 with Variable Rider.
1(6)(a) Charter of MassMutual
1(6)(b) By-Laws of MassMutual
1(8)(a) Form of Participation Agreement with Oppenheimer Variable Account
Funds.
1(8)(b) Form of Participation Agreement with Panorama Series Fund, Inc.
<PAGE>
EXHIBIT 1(1)(A)
Resolution establishing
Massachusetts Mutual Variable Life Separate Account I
July 13, 1988
VOTED:
That the Company establish and maintain a separate investment account
("Massachusetts Mutual Variable Life Separate Account I") in accordance with the
provisions of Section 132G of Chapter 175, as it may be amended from time to
time, of the Massachusetts General Laws for the purpose of investing certain
payments received under variable insurance policies issued by the Company; that
the assets of such separate investment account be invested in the series of MML
Series Investment Fund as now or hereinafter constituted and in such other
investments as the Company from time to time deems appropriate; and that all
necessary actions be taken to qualify and maintain the separate investment
account with governmental agencies or entities having jurisdiction; and
That the Company's General Investment Account be and it hereby is
authorized to provide any necessary initial capital of the separate investment
account not in excess of $150,000.
63
<PAGE>
EXHIBIT 1(1)(B)
Resolution establishing the GVUL Segment of
Massachusetts Mutual Variable Life Separate Account I
FEBRUARY 11, 1997
VOTED:
That in connection with the development of a new group variable universal life
insurance product (the "GVUL Policy"), the Company establish a segment of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account")
in order to invest contributions received under the GVUL Policy; that the
appropriate officers of the Company be, and each acting singly hereby is,
authorized to execute all documents or take any other action which said officer
deems necessary or advisable in order to permit the sale of the GVUL Policy,
including the filing of registration statements or amendments thereto with the
United States Securities and Exchange Commission or other appropriate regulatory
authorities; and that the chief executive officer or the chief operating officer
of the Company be, and each acting singly hereby is, authorized to establish
additional segments of the Separate Account or further divide any segment of the
Separate Account into additional divisions, as such officer in his discretion
deems necessary or appropriate.
64
<PAGE>
EXHIBIT 1(3)(A)
Form of Distribution Servicing Agreement between MML Distributors, LLC, and
MassMutual.
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Distributors, LLC ("MML Distributors") and Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account"),
a separate account of MassMutual, as follows:
WHEREAS, the Separate Account was established under authority of resolutions of
the Board of Directors of MassMutual in order to set aside and invest assets
attributable to certain variable life insurance contracts (the "Contracts")
issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, MassMutual intends for the Contracts to be sold by agents and brokers
who are required to be registered representatives of a broker-dealer that is
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MassMutual desires to engage MML Distributors, a broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to act as
the principal underwriter ("Underwriter") of the Contracts, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations, and MML Distributors desires to act as
Underwriter for the sale of the Contracts and to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. MassMutual hereby appoints MML Distributors as, and MML
Distributors agrees to serve as, Underwriter of the Contracts during the term
of this Agreement for purposes of federal and state securities laws.
MassMutual reserves the right, however, to refuse at any time or times to
sell any Contracts hereunder for any reason, and MassMutual maintains
ultimate responsibility for the sales of the Contracts.
MML Distributors shall use reasonable efforts to sell the Contracts but does
not agree hereby to sell any specific number of Contracts and shall be free
to act as underwriter of other securities. MML Distributors agrees to offer
the Contracts for sale in accordance with the prospectus then in effect for
the Contracts.
65
<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 compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that MassMutual agents and
66
<PAGE>
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.
67
<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.
68
<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 acceptance or
rejection by MassMutual at its sole discretion.
69
<PAGE>
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by,
or on behalf of any applicant or Contract owner, is the property of
MassMutual and shall be transmitted immediately in accordance with the
administrative procedures of MassMutual without any deduction or offset for
any reason, including by example but not limitation, any deduction or
offset for compensation claimed by MML Distributors. Checks or money orders
as payment on any Contract shall be drawn to the order of "Massachusetts
Mutual Life Insurance Company." No cash payments shall be accepted by MML
Distributors in connection with the Contracts. Unless otherwise agreed to
by MassMutual in writing, neither MML Distributors nor any of MassMutual's
agents nor any broker shall have an interest in any surrender charges,
deductions or other fees payable to MassMutual as set forth herein.
12. INSURANCE LICENSES. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. MassMutual reserves the right to
refuse to appoint any proposed agent or broker, and to terminate an agent
or broker once appointed. MassMutual agrees to be responsible for all
licensing or other fees required under pertinent state insurance laws to
properly authorize agents or brokers for the sale of the Contracts;
however, the foregoing shall not limit MassMutual's right to collect such
amount from any person or entity other than MML Distributors.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and
agents in connection with the sale of Contracts shall be paid by
MassMutual, on behalf of MML Distributors, to the persons entitled thereto
in accordance with the applicable agreement between each such broker or
agent and MassMutual or a general agent thereof. MML Distributors shall
assist MassMutual in the payment of such amounts as MassMutual shall
reasonably request, provided that MML Distributors shall not be required to
perform any acts that would subject it to registration under the insurance
laws of any state. The responsibility of MML Distributors shall include the
performance of all activities by MML Distributors necessary in order that
the payment of such amounts fully complies with all applicable federal and
state securities laws. Unless applicable federal or state securities law
shall require, MassMutual retains the ultimate right to determine the
commission rate paid to its agents.
14. MML DISTRIBUTORS COMPENSATION. As payment for its services hereunder, MML
Distributors shall receive an annual fee that has the following components:
(1) a fixed fee in the amount of $_____ per year, and (2) a variable fee in
the amount of __ basis points (.000x) per year of new sales of the
Contracts. Payments shall commence and be made no later than December 31 of
the year in which a Contract is issued. The variable component of the fee
shall be paid to MML Distributors' affiliate, MML Insurance Agency, Inc.
("MMLIAI"). The fixed component shall be renegotiated annually commencing
in 1997. The last agreed-to amounts for each of these fees shall remain in
effect until the new fees are mutually agreed upon and are set forth in
schedules attached hereto.
15. BOOKS AND RECORDS. MML Distributors and MassMutual shall each cause to be
maintained and preserved for the period prescribed such accounts, books,
and other
70
<PAGE>
documents as are required of it by the 1934 Act and any other applicable laws
and regulations. In particular, without limiting the foregoing, MML
Distributors shall all the books and records in connection with the offer and
sale of the Contracts by its registered representatives to be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under
the 1934 Act, to the extent that such requirements are applicable to the
Contracts. The books, accounts, and records of MML Distributors and MassMutual
as to all transactions hereunder shall be maintained so as to disclose clearly
and accurately the nature and details of the transactions. The payment of
premiums, purchase payments, commissions and other fees and payments in
connection with the Contracts by its registered representatives shall be
reflected on the books and records of MML Distributors as required under
applicable NASD regulations and federal and state securities laws
requirements.
MML Distributors and MassMutual, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts kept
pursuant to a requirement of applicable law or regulation, the ultimate and
legal responsibility for maintaining and preserving such books, records and
accounts shall be that of the party which is required to maintain or preserve
such books, records and accounts under the applicable law or regulation, and
such books, records and accounts shall be maintained and preserved under the
supervision of that party. MML Distributors and MassMutual shall each cause
the other to be furnished with such reports as it may reasonably request for
the purpose of meeting its reporting and recordkeeping requirements under such
regulations and laws, and under the insurance laws of the Commonwealth of
Massachusetts and any other applicable states or jurisdictions.
MML Distributors and MassMutual each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MML
Distributors, unless such documents, reports, records, books, files and other
materials are required by applicable regulation or law to be also maintained
by MassMutual, in which case such material shall be the joint property of MML
Distributors and MassMutual. All other documents, reports, records, books,
files and other materials maintained relative to this Agreement shall be the
property of MassMutual. Upon termination of this Agreement, all said material
shall be returned to the applicable party.
MML Distributors and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and
other materials related to this Agreement. Such books, accounts, records,
files, and other materials shall remain confidential and shall not be
voluntarily disclosed to any other person or entity except as described below
in section 16..
16. AVAILABILITY OF RECORDS. MML Distributors and MassMutual shall each submit
to all regulatory and administrative bodies having jurisdiction over the
sales of the Contracts, present or future, any information, reports, or
other material that any such body by reason of this Agreement may request
or require pursuant to applicable laws or regulations. In particular,
without limiting the foregoing, MassMutual agrees that any books and
records it maintains pursuant to paragraph 15 of this Agreement which are
required to be maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall
be subject to inspection by the SEC in accordance with Section 17(a) of the
1934 Act and Sections 30 and 31 of the 1940 Act.
71
<PAGE>
17. CONFIRMATIONS. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the
completion thereof as required by the 1934 Act and applicable
interpretations thereof, including Rule 10b-10 thereunder. Each such
confirmation shall reflect the facts of the transaction and the form
thereof will show that it is being sent on behalf of MML Distributors or
Independent Broker acting in the capacity of agent for MassMutual.
18. INDEMNIFICATION. MassMutual shall indemnify MML Distributors, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and
against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
are made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, written information furnished to
MassMutual by MML DISTRIBUTORS, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii)
there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MML Distributors will indemnify MassMutual, its officers, directors,
employees, agents and controlling persons and hold such persons harmless,
from and against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) MML
Distributors or its registered representatives offered or sold or engaged
in any activity relating to the offer and sale of the Contracts which was
in violation of any provision of the federal securities laws or, (ii) there
is a material misrepresentation, material breach of warranty or material
failure to fulfill any covenant or warranty made or undertaken by MML
Distributors hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party
of the commencement thereof; but the omission to notify the indemnifying
party will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than under
this paragraph. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
19. INDEPENDENT CONTRACTOR. MML Distributors shall be an independent
contractor. MML Distributors is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury
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to such agents or employees or to others through its agents or employees. MML
Distributors assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
20. TERMINATION. Subject to termination as hereinafter provided, this Agreement
shall remain in full force and effect for the initial term of the Agreement,
which shall be for a two year period commencing on the date first above
written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of
the parties hereto. This Agreement shall automatically be terminated in the
event of its assignment. Subject to MassMutual's approval, however, MML
Distributors may delegate any duty or function assigned to it in this
agreement provided that such delegation is permissible under applicable law.
Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts hereunder,
including the settlement of monies due in connection with the Contracts in
effect at the time of termination or issued pursuant to applications
received by MassMutual prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule, or otherwise,
the remainder of this Agreement shall not be affected thereby. This
Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
22. NON-EXCLUSIVITY. The services of MML Distributors and MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML
Distributors and MassMutual shall be free to render similar services to
others so long as their services hereunder are not impaired or interfered
with hereby.
23. AMENDMENT. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
24. INTERESTS IN AND OF MML DISTRIBUTORS. It is understood that any of the
policyholders, directors, officers, employees and agents of MassMutual may
be a shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MML Distributors, any affiliated person of MML Distributors,
any organization in which MML Distributors may have an interest, or any
organization which may have an interest in MML Distributors; that MML
Distributors, any such affiliated person or any such organization may have
an interest in MassMutual; and that the existence of any such dual interest
shall not affect the validity hereof or of any transaction hereunder except
as otherwise provided in the Charter, Articles of Incorporation, or By-Laws
of MassMutual and MML Distributors, respectively, or by specific provision
of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to
be affixed, as of the day and
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year first above written.
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, on its behalf and on behalf of
ATTEST: MASSACHUSETTS MUTUAL SEPARATE ACCOUNT I
By: /S/ Barry Jacobson
------------------
Barry Jacobson
/S/ Richard Howe
MML DISTRIBUTORS, LLC.
ATTEST:
By: /S/ John O'Connor
------------------
John O Connor
/S/ Michael L. Kerley
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EXHIBIT 1(3)(B)
Form of Co-Underwriting Agreement between MML Investors Services, Inc. and
MassMutual.
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May,
1996, by and between MML Investors Services, Inc. ("MMLISI") and Massachusetts
Mutual Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account"),
a separate account of MassMutual, as follows:
WHEREAS, the Separate Account was established under authority of the
Board of Directors of MassMutual in order to set aside and invest assets
attributable to certain variable life insurance contracts (the "Contracts")
issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the
Investment Company Act of 1940, as amended, (the "1940 Act") and has registered
the Contracts under the Securities Act of 1933, as amended, (the "1933 Act");
and
WHEREAS, MassMutual will continue the effectiveness of the
registrations of the Separate Account under the 1940 Act and the Contracts under
the 1933 Act; and
WHEREAS, MassMutual intends for the Contracts to be sold by its agents
and brokers who are required to be registered representatives of a broker-dealer
that is registered with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MMLISI has served as the principal underwriter of the
Contracts pursuant to a Servicing Agreement (the "Servicing Agreement") dated
July 28, 1988, as amended, and
WHEREAS, MassMutual desires to engage MMLISI, and broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to now act
as a co-underwriter ("Co-underwriter") in connection with the distribution of
the Contracts by the full-time career contracted agents of MassMutual
("Agents") and certain other brokers, and in connection therewith, to provide
certain services and supervision to such Agents and brokers who are also
registered representatives of MMLISI and who sell the Contracts, and to
otherwise perform certain duties and functions that are necessary and proper for
the distribution of the Contracts as required under applicable federal and
state securities laws and NASD regulations, and MMLISI desires to act as Co-
underwriter for the sale of the Contracts and to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. UNDERWRITER. The Servicing Agreement is hereby terminated and MassMutual
hereby appoints MMLISI as, and MMLISI agrees to serve as, Co-underwriter of
the Contracts during the term of this Agreement for purposes of federal and
state securities laws. MassMutual reserves the right, however, to refuse at
any time or times to sell any Contracts hereunder for any reason, and
MassMutual maintains ultimate responsibility for the sales of the Contracts.
2. SERVICES. MMLISI agrees, on behalf of MassMutual and in its capacity as Co-
underwriter, to undertake at its own expense except as otherwise provided
herein, to provide certain sales, administrative and
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supervisory services relative to the Contracts as described below, and
otherwise to perform all duties that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations.
3. BEST EFFORTS. MMLISI shall use reasonable efforts to sell the Contracts but
does not agree hereby to sell any specific number of Contracts and shall be
free to act as underwriter of other securities. MMLISI agrees to offer the
Contracts for sale in accordance with the prospectus then in effect for the
Contracts.
4. COMPLIANCE AND SUPERVISION. All persons who are engaged directly or
indirectly in the operations of MMLISI and MassMutual in connection with the
offer or sale of the Contracts shall be considered a "person associated" with
MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall have
full responsibility for the securities activities of each such person as
contemplated by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the NASD Rules of Fair Practice
(the "Rules") and applicable federal and state securities laws. Without
limiting the generality of the foregoing, MMLISI agrees that it shall be
fully responsible for:
a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contracts under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contracts may be lawfully sold, in which
MassMutual is licensed to sell the Contracts, and in which such person shall
offer or sell the Contracts; and
b) training and supervising MassMutual's Agents and brokers who are also
registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities laws
applicable in connection with the offering and sale of the Contracts. In this
connection, MMLISI shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion of
MMLISI and MassMutual is necessary to accomplish the purposes of this
Agreement;
(ii) establish and implement reasonable written procedures for supervision
of sales practices of registered representatives of MMLISI who sell the
Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the responsibilities as
set forth herein;
(iv) take reasonable steps to ensure that MassMutual Agents and brokers who
are also registered representatives of MMLISI recommend the purchase of the
Contracts only upon reasonable grounds to believe that the purchase of the
Contracts is suitable for such applicant; and
(v) impose disciplinary measures on agents of MassMutual who are also
registered representatives of MMLISI as required.
The parties hereto recognize that any registered representative of MMLISI
selling the Contracts as contemplated by this Agreement shall also be acting
as an insurance agent of MassMutual or as an insurance broker, and that the
rights of MMLISI to supervise such persons shall be limited to the extent
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specifically described herein or required under applicable federal or state
securities laws or NASD regulations. Such persons shall not be considered
employees of MMLISI and shall be considered agents of MMLISI only as and to
the extent required by such laws and regulations. Further, it is intended by
the parties hereto that such persons are and shall continue to be considered
to have a common law independent contractor relationship with MassMutual and
not to be common law employees of MassMutual.
5 REGISTRATION AND QUALIFICATION OF CONTRACTS. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contracts as MMLISI may reasonably be expected to sell. MassMutual shall advise
MMLISI promptly of any action of the SEC or any authorities of any state or
territory, of which it is aware, affecting registration or qualification of the
Separate Account, or rights to offer the Contracts for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, MassMutual will forthwith prepare and furnish to MMLISI,
without charge, amendments or supplements to the Registration Statement
sufficient to make the statements made in the Registration Statement as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. REPRESENTATIONS OF MASSMUTUAL. MassMutual represents and warrants to MMLISI
-----------------------------
as follows:
(a) MassMutual is an insurance company duly organized under the laws of
the Commonwealth of Massachusetts and is in good standing and is authorized
to conduct business under the laws of each state in which the Contracts are
sold, that the Separate Account was legally and validly established as a
segregated asset account under the Insurance Code of Massachusetts, and
that the Separate Account has been properly registered as a unit investment
trust in accordance with the provisions of the 1940 Act to serve as
segregated investment accounts for the Contracts.
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(b) All persons that will be engaging in the offer or sale of the
Contracts will be authorized insurance agents of MassMutual.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were or are made, not
materially misleading.
(d) MassMutual shall make available to MMLISI copies of all financial
statements that MMLISI reasonably requests for use in connection with the
offer and sale of the Contracts.
(e) No federal or state agency or bureau has issued an order preventing or
suspending the offer of the Contracts or the use of the Registration
Statement, or of any part thereof, with respect to the sale of the
Contracts.
(f) The offer and sale of the Contracts is not subject to registration, or
if necessary, is registered, under the Blue Sky laws of the states in which
the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the applicable
state insurance laws in those states in which the Contracts shall be
offered for sale. In each state where such qualification is effected,
MassMutual shall file and make such statements or reports as are or may be
required by the laws of such state.
(h) This Agreement has been duly authorized, executed and delivered by
MassMutual and constitutes the valid and legally binding obligation of
MassMutual. Neither the execution and delivery of this Agreement by
MassMutual nor the consummation of the transactions contemplated herein
will result in a breach or violation of any provision of the state
insurance laws applicable to MassMutual, any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
7. REPRESENTATIONS OF MMLISI. MMLISI represents and warrants to MassMutual as
follows:
(a) MMLISI is duly registered as a broker-dealer under the 1934 Act and is
a member in good standing of the NASD and, to the extent necessary to
perform the activities contemplated hereunder, is duly registered, or
otherwise qualified, under the applicable securities laws of every state or
other jurisdiction in which the Contracts are available for sale.
(b) This Agreement has been duly authorized, executed and delivered by
MMLISI and constitutes the valid and legally binding obligation of MMLISI.
Neither the execution and delivery of this Agreement by MMLISI nor the
consummation of the transactions contemplated herein will result in a
breach or violation of any provision of the federal or state securities
laws or the Rules, applicable to MMLISI, or any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
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(c) MMLISI shall comply with the Rules and the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Contracts.
8. EXPENSES. MMLISI shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and distributing
the Prospectuses, and all other expenses of preparing, printing and distributing
all other sales literature or material for use in connection with offering the
Contracts for sale.
9. SALES LITERATURE AND ADVERTISING. MMLISI agrees to ensure that its
registered representatives use only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in effect
in selling the Contracts. MMLISI is not authorized to give any information or
to make any representations concerning the Contracts other than those contained
in the current Registration Statement filed with the SEC or in such sales
literature as may be authorized by MassMutual.
MMLISI agrees to make timely filings with the SEC, the NASD, and such other
regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contracts and intended for distribution to
prospective investors. MassMutual shall review and approve all advertising and
sales literature concerning the Contracts utilized by MMLISI. MMLISI also
agrees to furnish to MassMutual copies of all agreements and plans it intends to
use in connection with any sales of the Contracts.
10. APPLICATIONS. All applications for Contracts shall be made on application
forms supplied by MassMutual, and shall be remitted by MMLISI promptly, together
with such forms and any other required documentation, directly to MassMutual at
the address indicated on such application or to such other address as MassMutual
may, from time to time, designate in writing. All applications are subject to
acceptance or rejection by MassMutual at its sole discretion.
11. PAYMENTS. All money payable in connection with any of the Contracts,
whether as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of MassMutual and
shall be transmitted immediately in accordance with the administrative
procedures of MassMutual without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MMLISI. Checks or money orders as payment on any
Contract shall be drawn to the order of Massachusetts Mutual Life Insurance
Company." No cash payments shall be accepted by MMLISI in connection with the
Contracts. Unless otherwise agreed to by MassMutual in writing, neither MMLISI
nor any of MassMutual's Agents nor any broker shall have an interest in any
surrender charges, deductions or other fees payable to MassMutual as set forth
herein.
12. INSURANCE LICENSES. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the Agents and brokers selling
the Contracts in all states or jurisdictions in which the Contracts are offered
for sale by such person. MassMutual reserves the right to refuse to appoint any
proposed Agent or broker, and to terminate an Agent or broker once appointed.
MassMutual agrees to be responsible for all licensing or other fees required
under pertinent state insurance laws to properly authorize Agents or brokers for
the sale of the Contracts; however, the foregoing shall not limit MassMutual's
right to collect such amount from any person or entity other than MMLISI.
13. AGENT/BROKER COMPENSATION. Commissions or other fees due all brokers and
Agents in connection with the sale of Contracts shall be paid by MassMutual, on
behalf of MMLISI, to the persons entitled thereto in accordance with the
applicable agreement between each such broker or Agent and MassMutual or a
general
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agent thereof. MMLISI shall assist MassMutual in the payment of such amounts as
MassMutual shall reasonably request, provided that MMLISI shall not be required
to perform any acts that would subject it to registration under the insurance
laws of any state. The responsibility of MMLISI shall include the performance of
all activities by MMLISI necessary in order that the payment of such amounts
fully complies with all applicable federal and state securities laws. Unless
applicable federal or state securities law shall require, MassMutual retains the
ultimate right to determine the commission rate paid to its Agents.
14. MMLISI COMPENSATION. As payment for its services hereunder, MMLISI shall
receive an annual fee in the amount of $19,800 per year. Payments shall
commence and be made no later than December 31 of each year. The fee shall be
renegotiated annually commencing in 1997. The last agreed-to amount for this
fee shall remain in effect until the new fee is mutually agreed upon and is set
forth in a schedule attached hereto.
15. BOOKS AND RECORDS. MMLISI and MassMutual shall each cause to be maintained
and preserved for the period prescribed such accounts, books, and other
documents as are required of it by the 1934 Act and any other applicable laws
and regulations. In particular, without limiting the foregoing, MMLISI shall
cause all the books and records in connection with the offer and sale of the
Contracts by its registered representatives to be maintained and preserved in
conformity with the requirements of Rules 17a-3 and 17a-4 under the 1934 Act,
to the extent that such requirements are applicable to the Contracts. The
books, accounts, and records of MMLISI and MassMutual as to all transactions
hereunder shall be maintained so as to disclose clearly and accurately the
nature and details of the transactions. The payment of premiums, purchase
payments, commissions and other fees and payments in connection with the
Contracts by its registered representatives shall be reflected on the books and
records of MMLISI as required under applicable NASD regulations and federal and
state securities laws requirements.
MMLISI and MassMutual, from time to time during the term of this Agreement,
shall divide the administrative responsibility for maintaining and preserving
the books, records and accounts kept in connection with the Contracts; provided,
however, in the case of books, records and accounts kept pursuant to a
requirement of applicable law or regulation, the ultimate and legal
responsibility for maintaining and preserving such books, records and accounts
shall be that of the party which is required to maintain or preserve such books,
records and accounts under the applicable law or regulation, and such books,
records and accounts shall be maintained and preserved under the supervision of
that party. MMLISI and MassMutual shall each cause the other to be furnished
with such reports as it may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under such regulations and laws, and
under the insurance laws of the Commonwealth of Massachusetts and any other
applicable states or jurisdictions.
MMLISI and MassMutual each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MMLISI,
unless such documents, reports, records, books, files and other materials are
required by applicable regulation or law to be also maintained by MassMutual, in
which case such material shall be the joint property of MMLISI and MassMutual.
All other documents, reports, records, books, files and other materials
maintained relative to this Agreement shall be the property of MassMutual. Upon
termination of this Agreement, all said material shall be returned to the
applicable party.
MMLISI and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and other
materials related to this Agreement. Such books, accounts, records, files, and
other materials shall remain confidential and shall not be voluntarily disclosed
to any other person or entity except as described below in section 16.
16. AVAILABILITY OF RECORDS. MMLISI and MassMutual shall each submit to all
regulatory and administrative bodies having jurisdiction over the sales of the
Contracts, present or future, any information, reports, or other material that
any such body by reason of this Agreement may request or require pursuant to
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applicable laws or regulations. In particular, without limiting the foregoing,
MassMutual agrees that any books and records it maintains pursuant to paragraph
15 of this Agreement which are required to be maintained under Rule 17a-3 or
17a-4 of the 1934 Act shall be subject to inspection by the SEC in accordance
with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940 Act.
17. CONFIRMATIONS. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being sent
on behalf of MMLISI acting in the capacity of agent for MassMutual.
18. INDEMNIFICATION. MassMutual shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling persons
and hold such persons harmless, from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements, costs and expenses of any
nature whatsoever (including reasonable attorneys' fees and disbursements)
resulting or arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading, unless such statement or omission was made in reliance upon, and in
conformity with, written information furnished to MassMutual by MMLISI or its
registered representatives specifically for use in the preparation thereof, or
(ii) there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MMLISI will indemnify MassMutual, its officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) MMLISI or its registered representatives offered
or sold or engaged in any activity relating to the offer and sale of the
Contracts which was in violation of any provision of the federal securities laws
or, (ii) there is a material misrepresentation, material breach of warranty or
material failure to fulfill any covenant or warranty made or undertaken by
MMLISI hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of notice
of the commencement of any action by a third party, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this paragraph 18, notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve the
indemnifying party from liability which the indemnifying party may have to any
indemnified party otherwise than under this paragraph. In case any such action
is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
19. INDEPENDENT CONTRACTOR. MMLISI shall be an independent contractor. MMLISI
is responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to others
through its agents or employees. MMLISI assumes full responsibility for its
agents and employees under applicable statutes and agrees to pay all employer
taxes thereunder.
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20. TERMINATION. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of the
parties hereto. This Agreement shall automatically be terminated in the event
of its assignment. Subject to MassMutual's approval, however, MMLISI may
delegate any duty or function assigned to it in this agreement provided that
such delegation is permissible under applicable law. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except the
obligations to settle accounts hereunder, including the settlement of monies due
in connection with the Contracts in effect at the time of termination or issued
pursuant to applications received by MassMutual prior to termination.
21. INTERPRETATION. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be interpreted in accordance with the laws of the Commonwealth of
Massachusetts.
22. NON-EXCLUSIVITY. The services of MMLISI and MassMutual to the Separate
Account hereunder are not to be deemed exclusive and MMLISI and MassMutual shall
be free to render similar services to others so long as their services hereunder
are not impaired or interfered with hereby.
23. AMENDMENT. his Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument executed
by all parties hereto.
24. INTERESTS IN AND OF MMLISI. It is understood that any of the
policyholders, directors, officers, employees and agents of MassMutual may be a
shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MMLISI, any affiliated person of MMLISI, any organization in
which MMLISI may have an interest, or any organization which may have an
interest in MMLISI; that MMLISI, any such affiliated person or any such
organization may have an interest in MassMutual; and that the existence of any
such dual interest shall not affect the validity hereof or of any transaction
hereunder except as otherwise provided in the Charter, Articles of
Incorporation, or By-Laws of MassMutual and MMLISI, respectively, or by specific
provision of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to be
affixed, as of the day and year first above written.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf
and on behalf of MASSACHUSETTS
MUTUAL VARIABLE LIFE SEPARATE
ATTEST: SEPARATE ACCOUNT
/S/ Richard Howe By: /S/ Paul Adornato
------------------
Paul Adornato
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ATTEST: MML INVESTORS SERVICES, INC.
By: /S/ Kenneth M. Rickson
------------------------
Kenneth M. Rickson
President and Chief Operating Officer
/S/ Michael L. Kerley
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EXHIBIT 1(3)(C)
Form of Broker Dealer Selling Agreement.
FORM OF
BROKER-DEALER SELLING AGREEMENT
WHEREAS, MML Distributors, LLC ("Distributors) and the Broker-Dealer set forth
on Schedule "A" attached hereto and incorporated herein by reference are
registered with the Securities and Exchange Commission (the "SEC") as broker-
dealers under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and are members of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, Distributors has been appointed by Massachusetts Mutual Life Insurance
Company ("MassMutual"), MML Bay State Life Insurance Company ("MML Bay State"),
and C.M. Life Insurance Company ("CM Life") (collectively the "Insurance
Companies"; individually an "Insurance Company") to act as the principal
underwriter of certain variable annuity and variable life insurance products
that they issue; and
WHEREAS, Distributors has been authorized by the Insurance Companies to form
selling groups of duly licensed and registered broker-dealers to distribute
these variable annuity and variable life insurance products; and
WHEREAS, Broker-Dealer desires to sell the variable annuity and/or variable life
insurance products described on Schedule B, attached hereto and incorporated
herein by reference (the "Products"); and
WHEREAS, unless Broker-Dealer has insurance licenses in all states where it
offers and sells the Products, Broker-Dealer will consummate some of such sales
through one or more insurance agencies supervised and controlled by or under the
common control with Broker-Dealer (collectively, the "Agencies"; individually,
an "Agency").
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. AUTHORIZATION TO SELL AND SERVICE. Subject to the terms and conditions of
this Agreement, the Insurance Companies and Distributors appoint and
authorize Broker-Dealer and (if applicable) the Agencies set forth on
Schedule "C" attached hereto and incorporated herein by reference, to
solicit sales of and provide service with respect to the Products in all
states in which Broker-Dealer and (if applicable) Agencies is or are
properly licensed to conduct business (hereinafter Broker-Dealer and all
applicable Agencies are collectively referred to as the "Producers").
Producers are also authorized to deliver or arrange for delivery any
contracts issued by the Insurance Companies and to collect initial premiums
on such contracts. Producers hereby accept such appointment on a non-
exclusive basis and agree to use their best efforts to find purchasers for
the Products acceptable to the Insurance Companies.
2. COMMISSIONS. Compensation for sale of the Products by the registered
representatives of Broker-Dealer (the "Registered Representatives") shall
be paid as follows. In all states where Broker-Dealer is insurance
licensed, the appropriate Insurance Company shall pay to Broker-Dealer the
commissions set forth on Schedule "B" (hereinafter referred to as the
"Commissions"). In all states where the Broker-Dealer is not insurance
licensed, Commissions related to sales by the Registered Representatives in
those states will be paid to the appropriate Agencies designated on
Schedule "C". The appropriate Agency is the Agency which is properly
insurance licensed in the state where the sales are made and for which
Commissions are being paid.
Commissions will be paid only on premiums paid to and retained by an
Insurance Company on Products issued in accordance with applications
tendered pursuant to this Agreement. The Insurance Companies
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expressly reserve the right to transfer future compensation on Products to
other broker-dealers or registered representatives in the event the owner
of a Product so requests.
The Insurance Companies reserve the unconditional right, upon thirty (30)
days notice, to change the Commissions payable for Products issued,
renewed, converted, exchanged or otherwise modified on or after the
effective date of such change, as set forth in the aforesaid notice of
change. No Commissions will be due and payable for any surrendered, lapsed
or canceled Products which are subsequently reinstated or rewritten through
efforts of representatives of an Insurance Company other than Registered
Representatives.
All Commissions, without regard to which of the Products are sold, shall be
subject to chargeback in accordance with the terms and conditions set forth
on Schedule "B" or any attachment thereto.
3. PRODUCT AVAILABILITY. The Insurance Companies have qualified the Products
for offer and sale under the applicable insurance laws of various states
and other jurisdictions. Producers and Registered Representatives shall
solicit applications for the Products only in states and jurisdictions
where such Products have been so qualified. Producers shall, upon request,
be provided with a list of those states and jurisdictions in which the
Products have been qualified for sale. The Insurance Companies shall file
and make all statements or reports as are or may be required by the laws of
such state or jurisdiction to maintain these qualifications in effect.
4. PROSPECTUSES. The Insurance Companies and Distributors have caused
registration statements to be prepared describing the material aspects of
the Products. The Insurance Companies represent and warrant for the
effective period of this Agreement that the prospectuses contained in the
registration statements for the Products (the "Prospectuses") do not and
will not contain any untrue statements of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were or
are made, not materially misleading. Distributors or its duly appointed
agent shall furnish Broker-Dealer, at no cost to Broker-Dealer, copies of
the Prospectuses in the number reasonably requested.
If any event shall occur as a result of which it is necessary to amend or
supplement the Prospectus for any Product in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, Distributors will promptly furnish to
Broker-Dealer, without charge, any amendments or supplements to the
Prospectuses prepared by the Insurance Companies and supplied to
Distributors sufficient to make the statements made in the Prospectus as so
amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
5. SALES LITERATURE AND MATERIALS. In connection with the offer and sale of
the Products, Broker-Dealer is authorized to use both the Prospectuses
contained in the current registration statements for the Products and any
other sales materials relating to the Products that have been provided or
authorized by Distributors. Broker-Dealer shall not, and shall ensure that
Registered Representatives shall not: (i) print, publish, distribute or
utilize any advertising material, prospectuses, circulars, letters,
pamphlets, schedules, stationery, broadcasting or sales material of any
kind relating to the Products, Distributors or to the Insurance Companies
unless such material has been provided by Distributors for such use or
unless prior written approval of Distributors of such material is obtained,
or (ii) orally communicate any information or make representations other
than such information and representations contained in the Prospectuses,
the contracts for the Products, or in any written materials provided or
authorized by Distributors.
Producers are not authorized and are expressly forbidden on behalf of the
Insurance Companies to estimate future dividends or policy performance
except through the use of authorized projections or illustrations provided
by Distributors or an Insurance Company.
Upon termination of this Agreement, all Prospectuses, sales promotion
materials, advertising, circulars, and documents relating to the Products
shall be promptly returned to Distributors or, if requested by
Distributors, destroyed.
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6. PRODUCERS' REPRESENTATIONS AND RESPONSIBILITIES.
A. INSURANCE LICENSES. Broker-Dealer and/or (if applicable) Agencies
shall be properly licensed as an insurance agency, appointed with the
appropriate Insurance Company, and otherwise comply with all
applicable insurance licensing requirements in the jurisdictions where
Registered Representatives will be offering or selling the Products.
Broker-Dealer hereby represents that it is, and/or (if applicable),
the Agencies are, properly authorized under applicable state law to
receive insurance commissions generated from sales of the Products.
Producers shall ensure that all Registered Representatives are
properly insurance licensed and are appointed by the appropriate
Insurance Company for the sale of the Products in the jurisdictions
where Registered Representatives will be offering or selling the
Products. In states where such licensing and appointment must occur
prior to Producers' and/or Registered Representatives' soliciting any
sales of the Products, Producers shall ensure that such licensing and
appointment occur in compliance with such requirements. The Insurance
Companies will process all insurance licenses and appointments in
accordance with their standard procedures, and may, in their sole
discretion, refuse, terminate or discontinue any such license or
appointment without cause.
B. SECURITIES LICENSES. Broker-Dealer represents that it is properly
licensed and registered as a broker-dealer under applicable state and
federal securities law and is a member in good standing of the NASD.
Broker-Dealer shall maintain its broker-dealer registration under the
Exchange Act and, where required, in all jurisdictions where
Registered Representatives will be offering and selling the Products,
and shall always be a member in good standing of the NASD. Broker-
Dealer will notify Distributors immediately if it ceases to be so
registered or licensed or a member of the NASD. Broker-Dealer shall
have all Registered Representatives who will be soliciting and
servicing the Products duly registered with the NASD as registered
representatives and, where required, licensed with applicable state
securities authorities.
C. LACK OF LICENSES. If a Registered Representative fails to maintain
the required licenses and appointments Producers shall immediately
notify the appropriate Insurance Company and shall advise such
Registered Representative that he or she is no longer authorized to
sell the Products. Producers shall take all additional action
necessary to terminate the sales activities of such Registered
Representatives relating to the Products.
D. BACKGROUND INVESTIGATIONS. Producers shall investigate all Registered
Representatives relative to their business reputation and competency
to sell the Products. Producers shall cause such Registered
Representatives' qualifications to be certified to the satisfaction of
Distributors and the appropriate Insurance Company.
E. SUPERVISION. All Registered Representatives and Agencies are persons
associated with Broker-Dealer as defined in Section 3(a)(18) of the
Exchange Act. Accordingly, Broker-Dealer has full responsibility for
the sales activities of all Registered Representatives and Agencies
engaged directly or indirectly in the offer or sale of the Products.
Producers shall: (i) train and supervise all Registered
Representatives; (ii) establish such procedures as are necessary to
ensure that all Registered Representatives are properly insurance and
securities licensed; and (iii) upon request by an Insurance Company,
furnish such records as are necessary to establish that all Registered
Representatives are properly licensed, trained and supervised. If a
Registered Representative fails to meet the supervisory standards
imposed by Producers, Producers shall advise the appropriate Insurance
Company and such Registered Representative that he/she is no longer
authorized to sell the Products.
F. SUITABILITY. Producers shall ensure that Registered Representatives
recommend the purchase of the Products only if the Registered
Representatives have reasonable grounds to believe that such
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purchase is suitable for the applicant. A registered principal of
Broker-Dealer will make and record all such determinations.
G. DELIVERY OF PROSPECTUSES. Broker-Dealer shall, in compliance with
applicable federal and state securities laws, distribute a current
Prospectus to each person to whom a Product is offered or sold .
H. DELIVERY OF CONTRACTS. If an Insurance Company sends a contract for a
Product to a Producer, then Producers will assure that: (1) the
contract is delivered to the purchaser no later than 5 business days
after Producer's receipt of the contract, and (2) appropriate evidence
of such delivery to the purchaser is maintained. Producers, in
accordance with section 8 of this Agreement, shall be fully
responsible for any and all losses and expenses incurred by an
Insurance Company or Distributors as a result of Producers' failure to
satisfy the obligations set forth in this section.
I. BOOKS AND RECORDS. Producers shall maintain all books and records
required by applicable laws and regulations in connection with the
offer and sale of the Products. The books, accounts and records of
Producers relating to the sale of the Products shall be maintained so
as to clearly and accurately disclose the nature and details of the
transactions. Without limiting the foregoing, the receipt and payment
of Commissions by Producers pursuant to this Agreement shall be
reflected on Broker-Dealer's and Agencies' books and records.
J. CONFIDENTIALITY. Producers shall keep confidential all information
obtained pursuant to this Agreement (including, without limitation,
names of the purchasers of the Products) and shall disclose such
information only if the appropriate Insurance Company has authorized
such disclosure in writing or if such disclosure is expressly required
by duly authorized federal or state regulatory authorities.
K. COMPLIANCE WITH LAWS. Producers shall, and shall ensure that
Registered Representatives, comply with all requirements of the NASD,
the Exchange Act and all other federal and/or state laws applicable to
the solicitation, sale and service of the Products including, without
limitation, all insurance regulations pertaining to replacements and
the rebating of commissions.
L. PAYMENT OF COMMISSIONS TO AGENCIES. If commission payments are to be
made to Agencies, as provided in Section 2 of this Agreement,
Producers certify that they have received appropriate "no action"
relief from the SEC, or will conduct the business operations of
Broker-Dealer and Agencies in a manner consistent with applicable
securities law requirements, such that Agencies need not be registered
as broker-dealers under the Exchange Act. Producers agree to provide
Distributors and the appropriate Insurance Company, upon request,
copies of their "no action" letter or with other evidence that
Agencies' receipt of commissions for Products is permissible under the
Exchange Act and NASD rules.
M. PAYMENT OF COMMISSIONS TO REGISTERED REPRESENTATIVES. Producers shall
pay compensation for the sale of the Products only to Registered
Representatives who, at the time of sale, are properly insurance
licensed and appointed with the appropriate Insurance Company and
registered with the NASD and, where required, properly licensed with
state securities authorities. Producers shall be solely responsible
for the payment of any commissions, payments or other consideration of
any kind whatsoever to the Registered Representatives in connection
with the sale of the Products. Registered Representatives shall have
no recourse against either the Insurance Companies or Distributors in
the event Producers fail to deliver such compensation to Registered
Representatives.
N. UNREGISTERED PERSONNEL. Producers shall ensure that their
unregistered personnel: are not involved in effecting securities
transactions, do not recommend securities or provide other investment
advice, do not respond to questions that require knowledge of the
securities business,
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direct all securities-related questions to Registered Representatives,
provide only clerical or ministerial assistance with respect to
securities transactions, do not handle customer funds or customer
securities, and do not receive any commissions or other transaction-
related compensation for sales of Products.
O. AUTHORITY. Producers represent that this Agreement has been duly
authorized, executed and delivered by Producers, constitutes a valid
and legally binding obligation, and that neither the execution and
delivery of this Agreement by Producers nor the consummation of the
transactions contemplated herein will result in a breach or violation
of any applicable provision of law or the NASD Conduct Rules, or any
judicial or administrative orders in which Producers are named or any
material agreement or instrument to which they are a party or by which
they are bound.
7. INVESTIGATIONS AND CUSTOMER COMPLAINTS. Producers agree to cooperate fully
in any insurance, securities or other regulatory investigation, inquiry,
inspection or proceeding or in any judicial proceeding arising in
connection with the Products sold or attempted to be sold by the Producers
and/or the Registered Representatives. Producers shall permit applicable
federal and state securities, insurance and other regulatory authorities to
audit their records and shall furnish the foregoing authorities with any
information which such authorities may request in order to ascertain
whether Producers are complying with all applicable laws and/or regulations
with respect to sales of the Products. Producers agree to cooperate with
the Insurance Companies and Distributors in resolving all customer
complaints involving Producers and/or Registered Representatives with
respect to the Products.
Without limiting the foregoing: (1) an Insurance Company or Distributors
will promptly notify Producers of any customer complaint or notice of any
regulatory inspection, inquiry, investigation or proceeding or judicial
proceeding received by the Insurance Company or Distributors with respect
to the Producers or Registered Representatives concerning the Products; and
(2) Producers will promptly notify the appropriate Insurance Company or
Distributors of any customer complaint or notice of any regulatory
inspection, inquiry, investigation or proceeding or judicial proceeding
received by Producers with respect to the Insurance Company, Distributors,
Registered Representatives or Producers concerning the Products.
8. INDEMNIFICATION. Each Insurance Company and Distributors hereby agree to
indemnify and hold harmless Producers and each of their employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which Producers or such affiliates, controlling persons,
officers or directors become subject, under the Securities Act of 1933 or
otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon the Insurance
Company's or Distributors' performance, non-performance or breach of this
Agreement, or are based upon any untrue statement contained in, or material
omission from, the Prospectus for a Product issued by that Insurance
Company.
Producers shall indemnify and hold harmless the Insurance Companies and
Distributors, their officers, directors, employees, and controlling persons
from and against any damages, losses, liabilities, judgments, settlements,
costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and court costs) or causes of action, asserted or brought
by anyone, resulting or arising out of or based upon an allegation or
finding of: (i) any act or omission of Producers, their employees,
Registered Representatives, associated persons or agents in connection with
the offer or sale of the Products; (ii) any misrepresentation, breach of
warranty or failure to fulfill any covenant, warranty, or obligation made
or undertaken by Producers hereunder; or (iii) any breach or violation of
any of the administrative policies communicated by an Insurance Company or
Distributors to Producers.
9. PAYMENTS BY CUSTOMERS. All money payable in connection with the Products,
whether as premium or otherwise, and whether paid by or on behalf of the
owner of any Product or anyone else having an interest in the Products, is
the exclusive property of the appropriate Insurance Company and shall be
drawn payable to Massachusetts Mutual Life Insurance Company, MML Bay State
Life Insurance Company, or C.M. Life Insurance Company, as appropriate.
Such payments shall be promptly transmitted to the appropriate Insurance
Company and shall not be commingled with Producers' personal funds.
Producers are not authorized to deduct commissions, service fees,
allowances or any other offset for compensation
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claimed by Producers from such payments. No cash payments shall be accepted
by Producers in connection with the Products.
10. SUBMISSION OF APPLICATIONS. Broker-Dealer shall review all applications
for completeness and suitability to ensure that the application complies
with all requirements set forth in the current Prospectus and other
administrative rules established by the Insurance Companies before
submitting such applications to the Insurance Companies. Producers shall
make available to the appropriate Insurance Company all information,
whether favorable or unfavorable, which comes into Producers' possession
concerning the underwriting of any risks under a Product. Producers shall
follow established Insurance Company administrative procedures with regard
to the processing of applications and related documents. The Insurance
Companies will, as appropriate, advise Producers of these procedures.
All applications, enrollment forms, and other Insurance Company forms
received by Producers in connection with the Products shall be forwarded to
the appropriate Insurance Company's designated office promptly after
receipt by the Producers. All such documents shall be on forms supplied by
the appropriate Insurance Company and are subject to acceptance or
rejection by Distributors and the appropriate Insurance Company in their
sole discretion. If an application or payment is rejected by an Insurance
Company or Distributors and Broker-Dealer has received compensation based
on the rejected payment or application, Broker-Dealer shall promptly repay
such compensation to the appropriate Insurance Company.
11. FIDELITY BOND. Producers represent that all of their directors, officers,
employees and Registered Representatives are and shall be continuously
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained at Producers' expense and shall be, at least, of the form, type
and amount required under the NASD Conduct Rules. Distributors may require
evidence, satisfactory to it, that such coverage is in force, and Producers
shall give prompt written notice to Distributors of any cancellation or
change of coverage.
Producers hereby assign any proceeds received from the fidelity bonding
company to the Insurance Company and Distributors to the extent of the
Insurance Company's and Distributors' loss due to activities covered by the
bond. If there is any deficiency amount, whether due to a deductible or
otherwise, Producers shall promptly pay the Insurance Company or
Distributors such amount on demand. Producers hereby agree to indemnify
and hold harmless the Insurance Companies and Distributors from any such
deficiency and from the costs of collection (including reasonable
attorneys' fees).
12. INDEPENDENT CONTRACTORS. Producers and their Registered Representatives
are independent contractors with respect to the Insurance Companies and
Distributors and shall not have the right to hold themselves out as
employees, partners, or joint venturers of the Insurance Companies or
Distributors in connection with the solicitation of the Products or
otherwise. Producers may exercise their own judgment as to the time and
manner and performance of their services, except that they shall conform
with the rules, regulations and policies of the Insurance Companies and
Distributors at all times.
13. LIMITATIONS ON AUTHORITY. Producers and Registered Representatives are not
authorized and are expressly forbidden on behalf of the Insurance Companies
to make, alter, modify, waive or change any of the terms, rates or
conditions of any Insurance Company's forms, Products, contracts or
advertising materials. Producers shall not discharge any provision(s) of
the Products, waive any forfeitures, grant, permit, or extend the time of
making any payments, guarantee earnings, dividends or rates, alter or
substitute the forms which an Insurance Company may prescribe, incur
indebtedness on behalf of the Insurance Companies or Distributors, or enter
into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of an Insurance Company or Distributors.
14. OFFSETS. The Insurance Companies and Distributors may deduct from any
compensation due under this Agreement any debt, whether arising under
Sections 8 or 10 of this Agreement or otherwise, of Producers to an
Insurance Company or to Distributors or any of their affiliates or
subsidiaries. This right of offset is in addition to all other rights the
Insurance Companies and Distributors may have at law or in equity regarding
the collection of debts generally.
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15. NOTICES. All notices or communications to an Insurance Company shall be
sent to: Massachusetts Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut 06154, Attn: Annuity Strategic Business. All notices
sent to Distributors shall be sent to: MML Distributors, LLC, 1414 Main
Street, Springfield, Ma. 01144, Attn: Chief Legal Officer. All notices or
communications to Producers shall be sent to the addresses set forth on the
applicable Schedule pages of this Agreement. Any party may change the
address to which notices or communications are to be sent by giving written
notice to the other parties.
16. TERM OF AGREEMENT. This Agreement shall be effective as of the latest date
appearing on the signature page hereof and shall continue until terminated.
This Agreement shall be terminated immediately if Producers materially
breach this Agreement or if Broker-Dealer shall cease to be registered
under the Exchange Act or be a member in good standing of the NASD. Any
party may terminate this Agreement at any time, without cause, upon written
notice to the other parties. Upon termination of this Agreement, all
authorizations, rights and obligations shall cease except Sections 6(j), 7,
8, 10 and 14 of this Agreement shall survive the termination of this
Agreement, and Producers shall settle all accounts with the Insurance
Companies and shall continue to be responsible for all applicable
chargebacks. Upon termination of this Agreement, Producers shall be
entitled to receive all commissions on Products issued on applications
received by an Insurance Company prior to such termination subject to the
provisions of Section 14 of this Agreement.
17. AMENDMENTS. The Insurance Companies and Distributors reserve the
unconditional right to modify the Products, to amend this Agreement and the
Schedules attached hereto, and to suspend the sale of any of the Products
at any time. The submission of an application by Producers after notice of
any such amendment has been sent to Producers shall constitute the
Producers' agreement to any such amendment.
18. MISCELLANEOUS.
a. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective heirs, administrators,
executors, estates, successors and assigns provided that Producers may
not assign or amend this Agreement or any rights or obligations
hereunder without the prior written consent of Distributors and the
Insurance Companies.
b. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts and constitutes the entire agreement and understanding
between the parties hereto with respect to the Products. .
c. Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of
such conditions and no waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provisions.
d. This Agreement may be executed in one or more counterparts, each of
which shall be deemed in all respects an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
_____________________________ Date:
MML BAY STATE LIFE INSURANCE COMPANY C.M. LIFE INSURANCE COMPANY
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______________________________ By:
DISTRIBUTORS, LLC.
______________________________
______________________________ Date:
Print Name of BROKER-DEALER Above
______________________________
Authorized Officer Sign Above
Date:
______________________________
Print Name of AGENCY Above
____________________________________________
Authorized Officer Sign Above
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[LETTER HEAD OF MASS MUTUAL APPEARS HERE]
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER
- --------------------------------------------------------------------------------
________________________________________________________________________________
READ THIS CERTIFICATE WITH RIDER CAREFULLY. It has been written in readable
language to help in understanding its terms. We have used examples to explain
some of its provisions. These examples do not reflect the actual amounts or
status of this certificate with rider. In this certificate with rider, the
words "we," "us," and "our" refer to Massachusetts Mutual Life Insurance
Company.
This certificate with rider is not a life insurance policy. It is, instead, a
statement of the insurance provided by a Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable Rider we have issued to the Trustee
named on the Schedule Page. This certificate with rider often uses the word
"certificate with rider" for ease in referring to insurance values or benefits
provided under that Group Flexible Premium Adjustable Life Insurance Policy To
Age 95 With Variable Rider. Some provisions of the Group Flexible Premium
Adjustable Life Insurance Policy To Age 95 With Variable Rider are shown in
this certificate with rider. However, the terms and provisions of the Group
Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider
control. We will, subject to those terms and provisions, pay the death benefit
to the Beneficiary when due proof of the Insured's death is received at our
Home Office.
For service or information on this certificate with rider, contact our Home
Office.
RIGHT TO RETURN THE CERTIFICATE. The Owner may return the certificate within 10
days after the Owner receives it. The Owner may return the certificate by
delivering or mailing it to our Home Office. Then, the certificate will be as
though it had never been issued. We will promptly refund any premium paid for
the certificate.
THE GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE POLICY TO AGE 95 WITH
VARIABLE RIDER IS A RHODE ISLAND CONTRACT. THIS CERTIFICATE WITH RIDER IS,
THEREFORE, GOVERNED PRIMARILY BY THE LAWS OF THE STATE OF RHODE ISLAND.
John J. Pajak SIGNATURE ILLEGIBLE
President Secretary
Group Flexible Premium Adjustable Life Insurance Certificate To Age 95 With
Variable Rider
This Certificate With Rider provides that: Insurance is payable upon death of
the Insured before age 95.
Within specified limits, flexible premiums may be paid
during the Insured's lifetime.
THE AMOUNT OF DEATH BENEFIT AND THE DURATION OF INSURANCE COVERAGE MAY BE FIXED
OR VARIABLE AS DESCRIBED IN
PARTS 3 AND 5.
THE VARIABLE ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER MAY INCREASE OR
DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNT. THERE ARE
NO MINIMUM GUARANTEES AS TO THE VARIABLE ACCOUNT VALUE.
THE FIXED ACCOUNT VALUE OF THE CERTIFICATE WITH RIDER EARNS INTEREST AT A RATE
NOT LESS THAN THE MINIMUM DESCRIBED IN THE INTEREST ON FIXED ACCOUNT VALUE
PROVISION.
<PAGE>
CERTIFICATE WITH RIDER SUMMARY
This Summary briefly describes some of the major provisions of the Group
Flexible Premium Adjustable Life Insurance Policy To Age 95 With Variable Rider
which are shown in this certificate with rider. Since this Summary does not go
into detail, the actual provisions will control. See those provisions for full
information and any limits that may apply. The "Where To Find It" on the inside
of the back cover shows where these provisions may be found.
The insurance provided is variable life insurance. We will pay a death benefit
if an individual Insured dies while the insurance is in force. "In force" means
that the insurance on the Insured has not terminated. "Variable" means that all
values which depend on the investment performance of the Separate Account shown
on the Schedule Page are not guaranteed as to dollar amount.
Premiums for this insurance are flexible. After the minimum initial premium has
been paid, there is no requirement that any specific amount of premium be paid
on any date. Instead, within the limits stated in this certificate with rider,
any amount may be paid on any date before the death of the Insured.
Premiums are applied to increase the value of this certificate with rider.
Monthly charges are deducted from the value of this certificate with rider each
month. If there is not enough value to pay the monthly charges for a month, the
insurance will terminate at the end of 61 days. There is, however, a right to
reinstate the insurance.
There are other rights available while the Insured is living. These include:
. The right to assign this certificate with rider.
. The right to change the Owner or any Beneficiary.
. The right to fully surrender the insurance.
. The right to make withdrawals.
. The right to make loans.
. The Right To Increase or decrease the Selected Face Amount.
. The right to allocate net premiums among the Guaranteed Principal
Account and the divisions of the Separate Account.
. The right to transfer values among the Guaranteed Principal Account and
the divisions of the Separate Account.
. The right to change the Death Benefit Option.
The certificate with rider also describes a number of Payment Options. These
provide alternate ways to pay the death benefit or the amount payable upon full
surrender.
<PAGE>
THE SCHEDULE PAGE
THIS PAGE SHOWS SPECIFIC INFORMATION ABOUT THIS CERTIFICATE WITH RIDER AND IS
REFERRED TO THROUGHOUT THE CERTIFICATE WITH RIDER
CERTIFICATE WITH RIDER NUMBER 0 000 000
INSURED JOHN A DOE
SELECTED FACE AMOUNT [$100,000]
EMPLOYER
TRUSTEE [THE CONSORTIUM TRUST]
[THE TERMS OF THIS GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE
TO AGE 95 WITH VARIABLE RIDER REPLACE AND SUPERSEDE THE TERMS AND PROVISIONS OF
THE GROUP FLEXIBLE PREMIUM ADJUSTMENT LIFE INSURANCE CERTIFICATE TO AGE 95]
ISSUE DATE DEC 01 1997
CERTIFICATE DATE DEC 01 1997
CERTIFICATE RIDER ADD-ON DATE JAN 01 1998
PAID-UP CERTIFICATE DATE DEC 01 2057
INSURED'S AGE ON CERTIFICATE DATE 35
- --------------------------------------------------------------------------------
BASIC CERTIFICATE WITH RIDER INFORMATION
- ----------------------------------------
SELECTED MINIMUM DEATH
PLAN FACE AMOUNT FACE AMOUNT BENEFIT OPTION
- ---- ----------- ----------- --------------
GROUP FLEXIBLE PREMIUM [100,000] SEE MINIMUM FACE A
ADJUSTABLE LIFE INSURANCE AMOUNT PROVISION
CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
- --------------------------------------------------------------------------------
PREMIUM INFORMATION
- -------------------
MINIMUM INITIAL RIDER PREMIUM $ 500.00
MODAL TERM ANNUAL
A NET PREMIUM IS 95.00% MINUS THE SUM OF (I) A PERCENTAGE EQUAL TO THE
APPLICABLE STATE PREMIUM TAX RATE AND (II) A PERCENTAGE REPRESENTING THE
AMORTIZED FEDERAL DEFERRED ACQUISITION TAX, OF PREMIUMS PAID.
NET PREMIUM ALLOCATION LIMITATIONS
- ----------------------------------
THE INITIAL NET PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT.
AT THE END OF THE RIGHT TO RETURN PERIOD, THE ACCOUNT VALUE IN EXCESS OF ONE
BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT
AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE CERTIFICATE WITH
RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO MASSACHUSETTS
MUTUAL'S ALLOCATION RULES.
<PAGE>
SUBSEQUENT NET PREMIUM PAYMENTS ATTRIBUTABLE TO THE BILLED MODAL TERM PREMIUM
WILL BE ALLOCATED TO THE GUARANTEED PRINCIPAL ACCOUNT. ANY NET PREMIUM AMOUNTS
OTHER THAN THE BILLED MODAL TERM PREMIUM WILL BE ALLOCATED TO THE GUARANTEED
PRINCIPAL ACCOUNT AND/OR THE DIVISIONS OF THE SEPARATE ACCOUNT ACCORDING TO THE
CERTIFICATE WITH RIDER OWNER'S INSTRUCTIONS IN THE APPLICATION AND SUBJECT TO
MASSACHUSETTS MUTUAL'S ALLOCATION RULES.
NET PREMIUM ALLOCATIONS ARE ONLY ALLOWED AMONG EIGHT DIVISIONS AND THE
GUARANTEED PRINCIPAL ACCOUNT AT ONE TIME. TO ALLOCATE NET PREMIUM TO ONE OR
MORE OF THE OTHER DIVISIONS, THERE MUST FIRST BE A TRANSFER OUT OF ONE OR MORE
OF THE DIVISIONS TO WHICH ALLOCATIONS ARE CURRENTLY MADE.
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT INFORMATION
- ----------------------------
THE SEPARATE ACCOUNT REFERRED TO IN THIS CERTIFICATE WITH RIDER IS
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I.
THE DIVISIONS OF THE SEPARATE ACCOUNT ARE:
[MML EQUITY INDEX DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED
IN SHARES OF THE MML EQUITY INDEX FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
SUBSTANTIALLY ALL OF ITS ASSETS, TO THE EXTENT PRACTICABLE, IN THE STOCKS THAT
COMPOSE THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX.
OPPENHEIMER MONEY DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER MONEY FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY
IN "MONEY MARKET" SECURITIES CONSISTENT WITH LOW CAPITAL RISK AND MAINTENANCE OF
LIQUIDITY.
OPPENHEIMER HIGH INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER HIGH INCOME FUND, OR ITS SUCCESSORS. THIS FUND
INVESTS PRIMARILY IN LOWER-RATED, HIGH YIELD, HIGH RISK INCOME SECURITIES.
OPPENHEIMER BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER BOND FUND, OR ITS SUCCESSOR. THIS FUND INVESTS PRIMARILY
IN HIGH-YIELD FIXED-INCOME SECURITIES RATED "Baa" OR BETTER BY MOODY'S OR "BBB"
OR BETTER BY STANDARD & POOR'S. SECONDARILY, THIS FUND SEEKS CAPITAL GROWTH
CONSISTENT WITH ITS PRIMARY OBJECTIVE.
OPPENHEIMER CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER CAPITAL APPRECIATION FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN SECURITIES OF "GROWTH-TYPE"
COMPANIES.
OPPENHEIMER GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF OPPENHEIMER GROWTH FUND, OR ITS SUCCESSOR. THIS FUND INVESTS
PRIMARILY IN SECURITIES OF WELL-KNOWN ESTABLISHED COMPANIES.
OPPENHEIMER GLOBAL SECURITIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER GLOBAL SECURITIES FUND, OR ITS SUCCESSOR.
THIS FUND INVESTS PRIMARILY IN SECURITIES OF FOREIGN ISSUERS, "GROWTH-TYPE"
COMPANIES, CYCLICAL INDUSTRIES AND SPECIAL SITUATIONS.
OPPENHEIMER STRATEGIC BOND DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF OPPENHEIMER STRATEGIC BOND FUND, OR ITS SUCCESSOR. THIS
FUND INVESTS PRIMARILY IN (i) FOREIGN GOVERNMENT AND CORPORATE DEBT SECURITIES;
(ii) U.S. GOVERNMENT SECURITIES; AND (iii) LOWER-RATED HIGH-YIELD, HIGH-RISK
DOMESTIC DEBT SECURITIES, COMMONLY KNOWN AS "JUNK BONDS", WHICH ARE SUBJECT TO A
GREATER RISK OF LOSS THAN HIGHER-RATED SECURITIES.
<PAGE>
OPPENHEIMER GROWTH AND INCOME DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER GROWTH AND INCOME FUND, OR ITS
SUCCESSOR. THIS FUND INVESTS PRIMARILY IN EQUITY AND DEBT SECURITIES.
OPPENHEIMER MULTIPLE STRATEGIES DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF OPPENHEIMER MULTIPLE STRATEGIES FUND, OR ITS
SUCCESSOR. THE FUND INVESTS PRIMARILY IN COMMON STOCKS AND OTHER EQUITY
SECURITIES, BONDS AND OTHER DEBT SECURITIES, AND "MONEY MARKET" INSTRUMENTS
AND SECURITIES.
PANORAMA GROWTH DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE INVESTED IN
SHARES OF THE PANORAMA GROWTH PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO
INVESTS PRIMARILY IN COMMON STOCKS WITH LOW PRICE-EARNINGS RATIOS AND
BETTER THAN ANTICIPATED EARNINGS.
PANORAMA INTERNATIONAL EQUITY DIVISION. AMOUNTS CREDITED TO THIS DIVISION
ARE INVESTED IN SHARES OF THE PANORAMA INTERNATIONAL EQUITY PORTFOLIO,
OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN EQUITY SECURITIES OF
COMPANIES BASED OUTSIDE OF THE UNITED STATES.
PANORAMA TOTAL RETURN DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA TOTAL RETURN PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY IN STOCKS, CORPORATE BONDS,
U.S. GOVERNMENT SECURITIES, AND MONEY MARKET INSTRUMENTS.
PANORAMA LIFESPAN CAPITAL APPRECIATION DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN CAPITAL
APPRECIATION PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS PRIMARILY
IN EQUITY SECURITIES.
PANORAMA LIFESPAN BALANCED DIVISION. AMOUNTS CREDITED TO THIS DIVISION ARE
INVESTED IN SHARES OF THE PANORAMA LIFESPAN BALANCED PORTFOLIO, OR ITS
SUCCESSOR. THIS PORTFOLIO INVESTS IN EQUITY SECURITIES AND FIXED INCOME
SECURITIES WITH A SLIGHTLY STRONGER FOCUS ON EQUITY SECURITIES.
PANORAMA LIFESPAN DIVERSIFIED INCOME DIVISION. AMOUNTS CREDITED TO THIS
DIVISION ARE INVESTED IN SHARES OF THE PANORAMA LIFESPAN DIVERSIFIED INCOME
PORTFOLIO, OR ITS SUCCESSOR. THIS PORTFOLIO INVESTS IN FIXED INCOME
SECURITIES.]
- --------------------------------------------------------------------------------
LIMITATIONS ON TRANSFERS
- ------------------------
TRANSFERS MAY ONLY BE IN WHOLE-NUMBER PERCENTAGES OR DOLLAR AMOUNTS.
THERE IS NO LIMIT ON THE NUMBER OF TRANSFERS ALLOWED, BUT WE RESERVE THE RIGHT
TO CHARGE A MAXIMUM FEE OF $10 PER TRANSFER IF THERE ARE MORE THAN SIX TRANSFERS
IN A CERTIFICATE YEAR. ONLY ONE TRANSFER MAY BE MADE FROM THE GUARANTEED
PRINCIPAL ACCOUNT IN ANY CERTIFICATE YEAR AND ANY TRANSFER FROM THE GUARANTEED
PRINCIPAL ACCOUNT CANNOT BE MORE THAN 25% OF THE FIXED ACCOUNT VALUE OF THIS
CERTIFICATE WITH RIDER (EXCLUDING CERTIFICATE WITH RIDER DEBT) ON THE DATE
THE TRANSFER IS MADE. THE REMAINING ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL
ACCOUNT AFTER TRANSFER MUST BE AT LEAST THE SUM OF THE CERTIFICATE WITH RIDER
DEBT PLUS ONE PLUS THE NUMBER OF MONTHLY CALCULATION DATES REMAINING IN THE
MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE
WITH RIDER.
HOWEVER, IF IN EACH OF THE PREVIOUS THREE CERTIFICATE YEARS 25% OF THE FIXED
ACCOUNT VALUE HAS BERN TRANSFERRED AND THERE HAVE BEEN NO PREMIUM PAYMENTS OR
TRANSFERS TO THE GUARANTEED PRINCIPAL ACCOUNT (EXCEPT AS THE RESULT OF A
LOAN), 100% OF THE FIXED ACCOUNT VALUE OF THIS CERTIFICATE WITH RIDER (EXCLUDING
CERTIFICATE WITH RIDER DEBT AND ONE PLUS THE NUMBER OF MONTHLY CALCULATION DATES
REMAINING IN THE MODAL TERM MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE
FOR THE CERTIFICATE WITH RIDER) MAY BE TRANSFERRED TO THE SEPARATE ACCOUNT.
<PAGE>
THE ACCOUNT VALUE IN THE GUARANTEED PRINCIPAL ACCOUNT EQUAL TO ANY CERTIFICATE
WITH RIDER DEBT PLUS AN AMOUNT EQUAL TO THE NUMBER OF MONTHLY CALCULATION DATES
REMAINING IN THE MODAL TERM UP TO AND INCLUDING THE CURRENT MONTHLY CALCULATION
DATE MULTIPLIED BY THE MOST RECENT MONTHLY CHARGE MADE FOR THE CERTIFICATE WITH
RIDER CANNOT BE TRANSFERRED TO THE SEPARATE ACCOUNT. ALL TRANSFERS MADE ON ONE
VALUATION DATE ARE CONSIDERED ONE TRANSFER.
ALL VALUES MAY BE TRANSFERRED TO THE GUARANTEED PRINCIPAL ACCOUNT AT ANY TIME,
REGARDLESS OF THE NUMBER OF TRANSFERS PREVIOUSLY MADE.
THESE LIMITATIONS DO NOT APPLY TO TRANSFERS RESULTING FROM A CERTIFICATE WITH
RIDER LOAN.
AT ANY ONE TIME, THE CERTIFICATE WITH RIDER ACCOUNT VALUE MAY BE ALLOCATED TO NO
MORE THAN EIGHT DIVISIONS OF THE SEPARATE ACCOUNT AND THE GUARANTEED PRINCIPAL
ACCOUNT. TO TRANSFER ACCOUNT VALUE TO A NINTH DIVISION OF THE SEPARATE ACCOUNT,
A TRANSFER OF 100% OF THE ACCOUNT VALUE FROM ONE OR MORE OF THE EIGHT
DIVISION(S) TO WHICH ALLOCATIONS ARE CURRENTLY MADE WILL BE REQUIRED.
- --------------------------------------------------------------------------------
OTHER INFORMATION
- -----------------
AN ADMINISTRATIVE CHARGE IS DEDUCTED FROM THE ACCOUNT VALUE ON EACH MONTHLY
CALCULATION DATE. IT WILL NOT BE MORE THAN $9.00 PER MONTH.
THIS IS A UNISMOKER'S CERTIFICATE WITH RIDER
THIS CERTIFICATE WITH RIDER HAS BEEN ISSUED ON A UNISEX RATE BASIS.
THIS CERTIFICATE WITH RIDER WAS ISSUED ON A GUARANTEED-ISSUE UNDERWRITING
BASIS.
OWNER AND BENEFICIARY - SEE APPLICATION ATTACHED TO THIS CERTIFICATE WITH
RIDER.
TYPE OF LOAN INTEREST RATE - [ADJUSTABLE]
- --------------------------------------------------------------------------------
BASIS OF COMPUTATION - FOR MAXIMUM MONTHLY MORTALITY CHARGES AND MINIMUM ANNUAL
- --------------------
INTEREST RATE FOR THE GUARANTEED PRINCIPAL ACCOUNT.
MORTALITY TABLE -- 125% TIMES THE COMMISSIONER'S 1980 STANDARD ORDINARY AGE LAST
ULTIMATE MORTALITY TABLE - B
MINIMUM ANNUAL INTEREST RATE ON THE FIXED ACCOUNT VALUE -- 3% PER YEAR
NET INVESTMENT FACTOR ASSET CHARGE -- NOT MORE THAN .000027262 FOR EACH DAY OF A
VALUATION PERIOD. SEE PART 7.
<PAGE>
TABLE OF MAXIMUM MONTHLY MORTALITY CHARGES
THESE MAXIMUM MONTHLY MORTALITY CHARGES ARE FOR EACH $1,000 OF INSURANCE
WHICH REQUIRES A CHARGE.
POLICY MAXIMUM MONTHLY POLICY MAXIMUM MONTHLY
YEAR BEGINNING MORTALITY CHARGE YEAR BEGINNING MORTALITY CHARGE
- -------------- ---------------- -------------- ---------------
DEC O1 1997 0.21697 DEC 01 2032 3.98026
DEC O1 1998 0.23160 DEC 01 2033 4.37835
DEC 01 1999 0.24832 DEC 01 2034 4.84059
DEC 01 2000 0.26818 DEC 01 2035 5.36924
DEC 01 2001 0.29118 DEC 01 2036 5.95665
DEC 01 2002 0.31627 DEC 01 2037 6.59279
DEC 01 2003 0.34347 DEC 01 2038 7.26738
DEC O1 2004 0.37278 DEC 01 2039 7.97215
DEC O1 2005 0.40314 DEC 01 2040 8.71718
DEC 01 2006 0.43665 DEC 01 2041 9.52716
DEC 01 2007 0.47228 DEC 01 2042 10.43385
DEC 01 2008 0.51002 DEC 01 2043 11.46954
DEC 01 2009 0.54988 DEC 01 2044 12.66261
DEC 01 2010 0.59290 DEC 01 2045 14.01142
DEC 01 2011 0.64016 DEC 01 1046 15.49838
DEC 01 2012 0.69374 DEC O1 2047 17.10115
DEC 01 2013 0.75368 DEC 01 2048 18.80509
DEC 01 2014 0.82103 DEC 01 2049 20.61342
DEC 01 2015 0.89793 DEC 01 2050 22.52977
DEC 01 2016 0.98228 DEC 01 2051 24.57963
DEC 01 2017 1.07202 DEC 01 2052 26.80461
DEC 01 2018 1.16714 DEC 01 2053 29.28335
DEC 01 2019 1.26662 DEC 01 2054 32.14024
DEC 01 2020 1.37152 DEC 01 2055 35.68663
DEC O1 2021 1.48719 DEC 01 2056 40.66141
DEC O1 2O22 1.61687
DEC O1 2023 1.76274
DEC O1 2024 1.93132
DEC 01 2025 2.12275
DEC 01 2026 2.33398
DEC O1 2027 2.56195
DEC 01 2028 2.80463
DEC 01 2029 3.06000
DEC 01 2030 3.33363
DEC 01 2031 3.63661
CERTIFICATE WITH RIDER NO. 0 000 000 -2-
<PAGE>
TABLE OF MINIMUM FACE AMOUNT PERCENTAGES
THE MINIMUM FACE AMOUNT ON ANY DATE IS A PERCENTAGE OF THE ACCOUNT VALUE
ON THAT DATE. THE PERCENTAGES WHICH APPLY ARE SHOWN BELOW.
<TABLE>
<CAPTION>
POLICY YEAR MINIMUM FACE POLICY YEAR MINIMUM FACE
BEGINNING AMOUNT PERCENTAGE BEGINNING AMOUNT PERCENTAGE
- ----------- ----------------- ----------- -----------------
<S> <C> <C> <C>
DEC 01 1997 411% DEC 01 2032 154%
DEC 0l 1998 397 DEC 01 2033 151
DEC 01 1999 384 DEC 0l 2034 148
DEC 01 2000 372 DEC 01 2035 145
DEC 0l 2001 360 DEC 01 2036 142
DEC 01 2002 349 DEC 01 2037 140
DEC 01 2003 338 DEC 01 2038 137
DEC 01 2004 327 DEC 01 2039 135
DEC 01 2005 317 DEC 0l 2040 133
DEC 0l 2006 307 DEC 01 2041 131
DEC 01 2007 298 DEC 01 2042 129
DEC 01 2008 289 DEC 01 2043 127
DEC 0l 2009 280 DEC 01 2044 125
DEC 01 2010 272 DEC 01 2045 124
DEC 01 2011 264 DEC 01 2046 122
DEC 01 2012 256 DEC 01 2047 121
DEC 0l 2013 249 DEC 01 2048 119
DEC 0l 2014 242 DEC 01 2049 118
DEC 01 2015 235 DEC 0l 2050 116
DEC 01 2016 228 DEC 01 2051 115
DEC 01 2017 222 DEC 01 2052 113
DEC 01 2018 216 DEC 0l 2053 112
DEC 01 2019 210 DEC 01 2054 110
DEC 01 2020 205 DEC 01 2055 107
DEC 01 2021 199 DEC 01 2056 104
DEC 01 2022 194
DEC 01 2023 189
DEC 01 2024 185
DEC 0l 2025 180
DEC 01 2026 176
DEC 0l 2027 172
DEC 01 2028 168
DEC 01 2029 164
DEC 01 2030 161
DEC 01 2031 157
</TABLE>
CERTIFICATE WITH RIDER NO. 0 000 000 -3-
<PAGE>
PART 1. THE BASICS OF THIS CERTIFICATE WITH RIDER
In this Part we discuss some insurance concepts that are necessary to understand
this certificate with rider.
THE PARTIES INVOLVED-INSURER, POLICY WITH RIDERHOLDER, EMPLOYER, OWNER, INSURED,
BENEFICIARY, IRREVOCABLE BENEFICIARY
THE INSURER is the Massachusetts Mutual Life Insurance Company. In this policy,
the words "we," "us," and "our" refer to the Massachusetts Mutual Life Insurance
Company.
The POLICY WITH RIDERHOLDER IS [the Consortium Trust].
EMPLOYER is an employer, association, sponsoring organization or trust who has
become a participant in the Trust by:
. Executing a Participation Agreement; and
. Meeting the conditions for participation that are specified in that
Agreement. This includes applying for insurance under this policy for
certain of the employer's employees who meet eligibility requirements
established by the Employer.
An OWNER is the person who owns a Group Life Insurance Certificate With Rider,
as shown on our records.
An INSURED is the person on whose life this certificate with rider is issued.
A BENEFICIARY is any person named on our records to receive insurance proceeds
after the Insured dies. There may be different classes of Beneficiaries,such as
primary and secondary. These classes set the order of payment. There may be more
than one Beneficiary in a class.
EXAMPLE: Debbie is named as primary (first) Beneficiary. Anne and Scott are
named as Beneficiaries in the secondary class. If Debbie is alive when
the Insured dies, she receives the death benefit. But if Debbie is dead
and Anne and Scott are alive when the Insured dies, Anne and Scott
receive the death benefit.
Any Beneficiary may be named AN IRREVOCABLE BENEFICIARY. An Irrevocable
Beneficiary is one whose consent is needed to change that Beneficiary. Also,
this Beneficiary must consent to the exercise of certain other rights.
DATES - CERTIFICATE DATE, CERTIFICATE ANNIVERSARY DATE, CERTIFICATE YEAR, RIDER
ADD-ON DATE, ISSUE DATE, PAID-UP CERTIFICATE DATE, MONTHLY CALCULATION DATE,
VALUATION DATE, VALUATION PERIOD, VALUATION TIME
THE CERTIFICATE DATE is shown on the Schedule Page of this certificate with
rider. It is the starting point for determining CERTIFICATE ANNIVERSARY DATES
and CERTIFICATE YEARS. The first Certificate Anniversary Date is one year after
the Certificate Date. The period from the Certificate Date to the first
Certificate Anniversary Date, or from one Certificate Anniversary Date to the
next, is called a Certificate Year. The RIDER ADD-ON DATE is also shown on the
Schedule page. It is the date that the variable rider was added to this
certificate.
EXAMPLE: The Certificate Date is June 10, 19X1. The first Certificate
Anniversary Date is June 10, 19X2. The period from June 10, 19X1
through June 9, 19X2 is a Certificate Year.
The ISSUE DATE is also shown on the Schedule Page. The Issue Date is used to
determine the start of the suicide and contestability periods. We discuss
contestability below. See Part 5 for a discussion of the suicide exclusion.
THE PAID AND UP CERTIFICATE DATE is also shown on the Schedule Page. It is the
Certificate Anniversary Date after the Insured's 95th birthday. On this Date
and at all times thereafter,
-4-
<PAGE>
-5-
the Selected Face Amount will equal the account value and the Death Benefit
Option will be Death Benefit Option A. Monthly charges will continue to be
deducted from the account value of the certificate with rider but mortality
charges will equal $0. Premium payments will no longer be accepted. The payment
of planned periodic premiums does not guarantee that the certificate with rider
will continue in force to the Paid-up Certificate Date.
The Monthly Calculation Date is the monthly date on which the monthly charges
for the certificate with rider are due. The first Monthly Calculation Date is
the Certificate Date. Subsequent Monthly Calculation Dates are the same day of
each month thereafter.
A Valuation Date is any date on which the New York Stock Exchange (or its
successor) is open far trading. A Valuation Period is the period of time from
the end of one Valuation Date to the end of the next Valuation Date. A Valuation
Time is the time the New York Stock Exchange (or its successor) closes on a
Valuation Date. All actions which are to be performed an a Valuation Date will
be performed as of the Valuation Time.
ENTIRE CONTRACT
The Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider under which this certificate with rider is issued is a legal
contract between the policy with riderholder and us. The policy with riderholder
is the Trustee named on the Schedule Page.
The term "application" as it applies to this certificate with rider shall mean
any enrollment form(s) or application(s) for this certificate with rider.
The entire contract consists of:
. The Group Flexible Premium Adjustable Life Insurance Policy To Age 95
With Variable Rider and the application for it;
. The applications for this certificate with rider; and
. Any attached rider(s).
In any application, rider, or other form attached to this certificate with
rider:
. The word "policy with rider" as it applies to this certificate with
rider shall mean "certificate with rider";
. The words "Policy Date" as they apply to this certificate with rider
shall mean "Certificate Date"; and
. The words "Policy Anniversary Date" as they apply to this certificate
with rider shall mean "Certificate Anniversary Date."
We have issued the Group Flexible Premium Adjustable Life Insurance Policy To
Age 95 With Variable Rider in return for the application for it. We have issued
this certificate with rider in return for the application for it and the payment
of premiums for the certificate with rider. Any change or waiver of the terms of
the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider or any certificate with rider must be in writing and signed by
our Secretary or an Assistant Secretary to be effective.
CONTINUATION OF INSURANCE
If the Group Flexible Premium Adjustable Life Insurance Policy To Age 95 With
Variable Rider, under which this certificate with rider is issued, terminates or
if the Insured becomes disassociated from the Employer, any insurance then, in
effect will remain in force, provided it is not fully surrendered by the Owner.
All insurance that is continued will be automatically changed from deduction of
wages to a direct billing status. Certificate with rider premiums will then be
payable directly to us.
<PAGE>
REPRESENTATIONS AND CONTESTABILITY
We rely on all statements made by or for the Insured in the application(s) for
this certificate with rider. Those statements are considered to be
representations and not warranties. We reserve the right to bring legal action
to contest the validity of the insurance described in this certificate with
rider, or any increase in the Selected Face Amount applied for after the Issue
Date, for any material misrepresentation of a fact. To do so, however, the
misrepresentation must have been made in the application, or in a supplemental
application to increase the Selected Face Amount, and a copy of the application
must have been attached to this certificate with rider when issued, or made a
part of the certificate with rider when the increase in the Selected Face Amount
became effective.
Except for any increase in the Selected Face Amount applied for after the Issue
Date, we can not contest the validity of the insurance described in this
certificate with rider after the certificate has been in force during the
lifetime of the Insured for a period of two years from its Issue Date. We can
not contest the validity of any increase in the Selected Face Amount applied for
after the Issue Date once the certificate has been in effect during the lifetime
of the Insured for a period of two years.
MISSTATEMENT OF AGE
If the Insured's date of birth as given in the application is not correct, an
adjustment will be made. If the adjustment is made when the Insured dies, the
death benefit will reflect the amount provided by the most recent mortality
charge according to the correct age. If the adjustment is made before the
Insured dies, then future monthly deductions will be based on the correct age.
MEANING OF IN FORCE
"In force" means that the insurance provided by the certificate with rider has
not terminated. The certificate will be in force from its Issue Date or, if
later, the date the first premium for the certificate is paid.
This certificate with rider will continue in force to the Insured's death if:
. The account value less any certificate with rider debt is sufficient
to cover the monthly charges due on each Monthly Calculation Date; and
. Certificate with rider debt does not exceed the account value; and
. The certificate with rider is not fully surrendered.
The factors which can affect the certificate with rider's account value include:
. The amount and timing of premium payments.
. Any withdrawals or transfers of values.
. Any changes in any riders.
. Any changes in the Selected Face Amount.
. Any outstanding certificate with rider debt.
. Any changes in the Death Benefit Option.
. The monthly charges deducted from the account valve.
. The interest earned on the fixed account value.
. The net investment experience of the Separate Account for this
certificate with rider.
Each of these factors is discussed in detail elsewhere in this certificate with
rider.
HOME OFFICE
Our Home Office is in Springfield, Massachusetts. The address is Massachusetts
Mutual Life Insurance Company, Springfield, Massachusetts 01111.
-6-
<PAGE>
-7-
PART 2. PREMIUM PAYMENTS
Premiums are the payments that may be paid to us to purchase life insurance and
to increase the account value of this certificate with rider.
MINIMUM INITIAL PREMIUM, MODAL TERM, MODAL TERM PREMIUM
The MINIMUM INITIAL PREMIUM for this certificate with rider is shown on the
Schedule Page for this certificate with rider.
The MODAL TERM selected by the Employer in the Participation Agreement forms the
basis for the billing cycle for this certificate. The Employer may select a
monthly, quarterly, semi-annual or annual Modal Term. The Employer may change
the selected Modal Term at any time by written request to Us. If you become
disassociated with the Employer, we will send the billing statements directly to
you for this certificate with rider. When you become disassociated with the
Employer, the Owner will be vested in all policy rights previously held by the
Employer, including the right to change the Modal Term.
The MODAL TERM PREMIUM is an estimate of the premium that will be sufficient to
pay the monthly charges for the Modal Term. The Modal Term Premium equals the
sum of the monthly charges during the Modal Term divided by 1 less the total
percentage we deduct from a premium to equal a Net Premium discounted at a rate
not lower than the minimum annual interest rate. In calculating the Mortality
Charge, it is assumed that the amount of insurance that requires a charge is
equal to the Selected Face Amount divided by 1 plus the monthly equivalent of
the minimum annual interest rate.
PREMIUM FLEXIBILITY AND PREMIUM NOTICES
After the minimum initial premium for this certificate with rider has been paid,
there is no requirement that any amount of premium be paid on any date. Subject
to the RIGHT TO REFUND PREMIUMS provision in this Part, while this certificate
with rider is in force any amount of premium may be paid at any time before the
death of the Insured.
We will also send notice of any premium needed to prevent termination of this
certificate with rider. Premium notices will be sent only while this
certificate with rider is in force.
Payment of premiums does not guarantee that this certificate with rider will
continue in force.
WHERE TO PAY PREMIUMS
All premiums are payable to us at our Home Office or at the place shown for
payment on the premium notice. Upon request, a receipt signed by our Secretary
or an Assistant Secretary will be given for any premium payment.
RIGHT TO REFUND PREMIUMS
We have the right to promptly refund any amount of premium paid for this
certificate with rider if application of that premium to the certificate with
rider's account value would increase the amount of insurance that requires a
charge. See the MONTHLY CHARGES provision in Part 3 for a discussion of the
amount of insurance that requires a charge.
PART 3. ACCOUNTS, VALUES, AND CHARGES
This certificate with rider provides that certain values (referred to as the
"variable account values") are based on the investment performance of the
Separate Account and are not guaranteed as to dollar amount. This certificate
with rider also provides that other values (referred to as the "fixed account
values") are based on the interest credited to the Guaranteed
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Principal Account. The account value of this certificate with rider is the
variable account value plus the fixed account value. This Part gives information
about the Separate Account, the Guaranteed Principal Account, and the values
and charges connected with them.
NET PREMIUM
A net premium is a premium we receive for this certificate with rider less the
charges we deduct at that time. Net premium, expressed as a percentage of a
premium we receive, is shown on the Schedule Page.
ALLOCATION OF NET PREMIUMS
The allocation of each net premium we receive will be in whole percentages and
will be subject to any net premium allocation limitations stated on the
Schedule Page.
Each net premium we receive before the Right To Return period expires will be
allocated to the Guaranteed Principal Account. The Right To Return period is
explained on the front cover of this certificate with rider.
Upon the expiration of the Right To Return period, we will allocate this
certificate with rider's value among the Guaranteed Principal Account and the
divisions of the Separate Account. This allocation will be in accordance with
the net premium allocation in effect and subject to the allocation limitations
stated on the Schedule Page.
Each net premium we receive after the Right To Return period expires will be
allocated among the Guaranteed Principal Account and the divisions of the
Separate Account. This allocation will be in accordance with the net premium
allocation in effect and subject to the allocation limitations stated on the
Schedule Page.
The net premium allocation specified in the application will remain in effect
until changed by any later written election satisfactory to us and received at
our Home Office. Any change in the allocation specified in the application will
be subject to the allocation limitations stated on the Schedule Page.
THE SEPARATE ACCOUNT
The Separate Account shown on the Schedule Page is a separate investment
account.
The Separate Account has several divisions. Each division invests in shares of
an investment fund. The divisions and the investment funds available to the
Owner are shown on the Schedule Page.
The values of the assets in the divisions are variable and are not guaranteed.
They depend on the investment results of the Separate Account shown on the
Schedule Page.
We own the assets of the Separate Account. Those assets will be used only to
support variable life insurance policies. A portion of the assets equal to the
reserves and other liabilities of the Separate Account will not be charged with
liabilities that arise from any other business we may conduct. However, we may
transfer assets that exceed the reserves and other liabilities of the Separate
Account to our general account. Income, gains, and losses, whether or not
realized, from each division of the Separate Account are credited to or
charged against that division without regard to any of our other income, gains,
or losses.
CHANGES IN THE SEPARATE ACCOUNT
We have the right to establish additional divisions of the Separate Account, and
to establish other investment options, from time to time. Amounts credited to
any additional divisions established would be invested in shares of other
Funds. For any division, we have the right to substitute new Funds or merge
existing Funds. We also have the right to eliminate any existing division of the
Separate Account or any other investment option.
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Subject to applicable provisions of federal securities laws, we have the right
to change the investment policy of any division of the Separate Account subject
to the approval of the insurance supervisory official of the state of domicile
of Massachusetts Mutual Life Insurance Company. If required, the process for
obtaining approval of a material change from the applicable regulatory authority
will be filed with the insurance supervisory official of the state where this
policy with rider is delivered. Further, if required, we will notify the Owner
if the applicable regulatory authority approves any material change.
We reserve the right to operate the Separate Account as a managed investment
company under the Investment Company Act of 1940 or in any other form permitted
by law.
ACCUMULATION UNITS.
Accumulation units are used to measure the variable account value of this
certificate with rider. The value of a unit is determined as of the Valuation
Time on each Valuation Date for valuation of the Separate Account. The value of
any unit can vary from Valuation Date to Valuation Date. That value reflects the
investment performance of the division of the Separate Account applicable to
that unit.
PURCHASE AND SALE OF ACCUMULATION UNITS
Accumulation units will be purchased or sold at the unit value as of the
Valuation Time on the Valuation Date of purchase or sale. Accumulation unit
value is discussed is Part 7.
EXAMPLE: The amount applied is $550. The date of purchase is June 10, 19X4.
The accumulation unit value on that date is $10. The number of units
purchased would be 55 ($550 divided by $10 = 55). If, instead, the unit
value was $11, then the amount applied would purchase 50 units ($550
divided by $11 = 50).
If we receive a premium or a written request that causes us to purchase or sell
accumulation units, and we receive that premium or request before the Valuation
Time on a Valuation Date, accumulation units will be purchased or sold as of
that Valuation Date. Otherwise, accumulation units will be purchased or sold as
of the next following Valuation Date.
At the Owner's request, we will purchase or sell accumulation units as of a
later Valuation Date.
ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The account value of this certificate with rider on any date is the variable
account value of the certificate with rider plus the fixed account value of the
certificate with rider, both determined as of that date.
VARIABLE ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The variable account value of this certificate with rider reflects:
. The net premiums allocated to the Separate Account for this
certificate with rider;
. Any amounts transferred into the Separate Account for this certificate
with rider from the Guaranteed Principal Account;
. Any amounts transferred and withdrawn from the Separate Account for
this certificate with rider;
. Any monthly charges deducted from the Separate Account for, this
certificate with rider; and
. The net investment experience of the Separate Account for this
certificate with rider.
Net premiums, transfers, withdrawals, and monthly deductions are all reflected
in the variable account value through the purchase or sale of accumulation
units. The net investment experience is reflected in the value of the
accumulation units. Net premiums and monthly deductions are discussed in this
Part 3. Transfers and withdrawals are discussed in Part 4.
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The value of this certificate with rider's accumulation units in a division of
the Separate Account is equal to the accumulation unit value in that division on
the date the value is determined, multiplied by the number of those units in
that division. How accumulation unit values are determined is discussed in Part
7.
The variable account value of this certificate with rider on any date is the
total of the values on that date of this certificate with rider's accumulation
units in each division of the Separate Account.
FIXED ACCOUNT VALUE OF CERTIFICATE WITH RIDER
The fixed account value of this certificate with rider is the accumulation at
interest of:
. The net premiums allocated to the Guaranteed Principal Account for
this certificate with rider; plus
. Any amounts transferred into the Guaranteed Principal Account for this
certificate with rider from the Separate Account; less
. Any amounts transferred and withdrawn from the Guaranteed Principal
Account for this certificate with rider; and less
. Any monthly charges deducted from the Guaranteed Principal Account for
this certificate with rider.
THE GUARANTEED PRINCIPAL ACCOUNT
The Guaranteed Principal Account, also referred to as the fixed account, is part
of our general investment account. It has no connection with, and does not
depend on, the investment performance of the Separate Account.
We have the right to establish additional guaranteed principal accounts from
time to time.
INTEREST ON FIXED ACCOUNT VALUE
The fixed account value of this certificate with rider earns interest at a rate
not less than the minimum annual interest rate for the Guaranteed Principal
Account shown in the Basis Of Computation section on the Schedule Page. Interest
is earned daily.
For any fixed account value equal to any certificate with rider loan, the
interest rate we use will be the daily equivalent of the loan interest rate less
a declared charge which is guaranteed not to exceed 1.25% annually.
For any fixed account value in excess of an amount equal to any certificate with
rider loan, the interest rate we use will be the daily equivalent of a rate
declared by us.
MONTHLY CHARGES
Monthly charges will be deducted from the account value of this certificate with
rider. These charges are due on each Monthly Calculation Date.
Monthly charges will be taken from the Guaranteed Principal Account until
exhausted and then from the divisions of the Separate Account in proportion to
the values of this certificate with rider in each of those divisions. For each
Monthly Calculation Date, deductions will be made, and values will be
determined, on the Valuation Date which is on, or next follows, the latest of:
. The date we receive the initial premium for the Certificate;
. The Monthly Calculation Date; and
. The date we receive the amount of premium needed to prevent
termination in accordance with the GRACE PERIOD AND TERMINATION
provision in this Part.
Deductions from the Separate Account are made by selling accumulation units at
their value on the Valuation Date determined above.
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We assess monthly charges of three types:
1. ADMINISTRATIVE CHARGE. The amount of this charge will be determined by us.
In no case, however, will it be greater than the maximum charge shown in
the Other Information section of the Schedule Page.
2. MORTALITY CHARGE. The amount of this charge will be determined by us. The
maximum monthly mortality charges for each $1,000 of insurance that
requires a charge are shown in the Table Of Maximum Monthly Mortality
Charges of this certificate with rider.
We have the right to charge less than the maximum charges shown in the
Table. Any change in these charges will apply to all individuals who are in
the same class. The amount of insurance that requires a charge is
determined as follows. This computation is made as of the date the charge
is deducted. All amounts are computed as of that date.
a. We compute the account value after all additions and deductions other
than the deduction of the mortality charge.
b. We determine the amount of benefit under the Death Benefit Option in
effect (as discussed in the DEATH BENEFIT OPTIONS provision in Part
5). The Minimum Face Amount used here is based on the account value
computed in (a) above.
c. We divide the amount of benefit determined in (b) above by an amount
equal to 1 plus the monthly equivalent (expressed as a decimal
fraction) of the minimum annual interest rate for the Guaranteed
Principal Account shown in the Basis Of Computation section on the
Schedule Page of the certificate with rider.
d. We subtract the account value, as computed in (a) above, from the
amount determined in (c) above. The result is the amount of insurance
that requires a charge.
3. RIDER CHARGE. The monthly charges for any rider are shown in a table of
charges for that rider.
GRACE PERIOD AND TERMINATION
If the account value less any certificate with rider, debt is not enough to pay
the monthly charges due on a Monthly Calculation Date, we allow a grace period
for payment of the amount of premium needed to increase the account value so
that the monthly deduction can be made. This grace period begins on the date the
deduction is due. It ends 61 days after that date or, if later, 30 days after we
have mailed a written notice to the Owner at the last known address shown on our
records. This notice will state the amount required to increase the account
value to cover the charges.
During the grace period, this certificate with rider will continue in force. The
certificate with rider will terminate without value if we do not receive payment
of the required amount by the end of the grace period.
PART 4. LIFE BENEFITS
Life insurance provides a death benefit if the Insured dies while the
certificate with rider is in force. There are also rights and benefits that are
available before the Insured dies. These "Life Benefits" are discussed in this
Part.
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Certificate With Rider Ownership
RIGHTS OF OWNER
While the Insured is living, the Owner may exercise all rights given by this
certificate with rider or allowed by us. These rights include assigning the
certificate with rider, changing Beneficiaries, changing Ownership, enjoying all
certificate with rider benefits and exercising all certificate with rider
options.
The consent of any Irrevocable Beneficiary is needed to exercise any certificate
with rider right except the right to reinstate this certificate with rider after
termination.
ASSIGNING THE CERTIFICATE WITH RIDER
A certificate with rider may be assigned with our consent. But for any
assignment to be binding on us, we must receive a signed copy of it at our Home
Office. We will not be responsible for the validity of any assignment.
Once we receive a signed copy of and give our consent to an assignment, the
rights of the Owner and the interest of any Beneficiary or any other person will
be subject to the assignment. An assignment is subject to any certificate with
rider debt. See "Borrowing On This Certificate With Rider" in this Part for a
discussion of certificate with rider debt.
CHANGING THE OWNER OR BENEFICIARY
The Owner or any Beneficiary may be changed during the A lifetime. We
do not limit the number of changes that may be made. To make a change, a
written request satisfactory to us must be received at our Home Office. The
change will take effect as of the date the request is signed, even if the
Insured dies before we receive it. Each change will be subject to any payment
we made or other action we took before receiving the request.
TRANSFERS OF VALUES
Transfers of a certificate with rider's values are subject to the limitations
stated on the Schedule Page. Subject to those limitations, transfers may be
made upon written direction satisfactory to us received at our Home Office.
These transfers are:
. Transfers of values between divisions of the Separate Account. These
transfers will be made by selling all or part of the accumulation units
in a division and applying the value of the units sold to purchase units
in any other division.
. Transfers of values from one or more divisions of the Separate Account
to the Guaranteed Principal Account. These transfers will be made by
selling all or part of the accumulation units in a division and applying
the value of the units sold to the Guaranteed Principal Account.
. Transfers of values from the Guaranteed Principal Account to one or more
divisions of the Separate Account. These transfers will be made by
applying all or part of the value in the Guaranteed Principal Account to
purchase accumulation units in one or more divisions of the Separate
Account.
Transfers will be as of the Valuation Date specified in the PURCHASE AND SALE OF
ACCUMULATION UNITS provision in Part 3. All transfers made on one Valuation
Date will be considered one transfer.
This Certificate With Rider's Share In Dividends
CERTIFICATE WITH RIDER IS PARTICIPATING
This certificate with rider is participating, which means it may share in any
dividends we pay.
Each year we determine how much money can be paid as dividends. This is called
divisible surplus. We then determine how much of this divisible surplus is to
be allocated to this certificate with rider. This determination is based on
this
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certificate with rider's contribution to divisible surplus. Since we do not
expect this certificate with rider to contribute to divisible surplus, we do not
expect that any of that surplus will be available for allocation to this
certificate with rider. If any dividends are allocated to this certificate with
rider, they will be payable on Certificate Anniversary Dates.
HOW DIVIDENDS MAY BE USED
Dividends may be used in a number of ways. These are called dividend options.
A dividend option may be elected in the application. It may be changed at a
later time. Although we do not expect that any dividends will be payable on
this certificate with rider, there are four basic dividend options.
CASH - Dividends will be paid in cash.
DIVIDEND ACCUMULATIONS - Dividends will be added to the account value.
Dividends will be allocated among the Guaranteed Principal Account and the
divisions of the Separate Account as directed for net premiums.
PAID-UP ADDITIONS - Dividends will be used to buy additional level paid-up
insurance.
REDUCE MONTHLY DEDUCTIONS - Dividends will be used to reduce the monthly
deductions we make from the account value to pay the monthly charges.
Dividends will be applied as paid-up additions if no option is elected.
DIVIDEND AFTER DEATH
If the Insured dies after the first Certificate Year, the death benefit will
include a pro rata share of any dividend allocated to the certificate with rider
for the Year death occurs.
Surrendering This Certificate With Rider And Making Withdrawals
RIGHT TO SURRENDER
This certificate with rider may be fully surrendered for its cash surrender
value at any time while the Insured is living. Surrender will be effective on
the date we receive this certificate with rider and a written surrender request
satisfactory to us at our Home Office. A later effective date may be elected in
the surrender request.
CASH SURRENDER VALUE
The cash surrender value of this certificate with rider is equal to the account
value less any certificate with rider debt.
MAKING WITHDRAWALS
A withdrawal may also be referred to as a partial surrender. While the Insured
is living, withdrawals may be made from a certificate with rider as of any
Monthly Calculation Date after six months from the Certificate Date. The
request for a withdrawal must be written and satisfactory to us. It must state
the Account (or Accounts) from which the withdrawal will be made. For any
withdrawal from the Separate Account, the request must also state the division
(or divisions) from which the withdrawal will be made.
The amount of a withdrawal includes the withdrawal charge that applies.
Withdrawals from the Guaranteed Principal Account will be made by reducing the
value in that Account to provide the amount of the withdrawal. Withdrawals from
a division (or divisions) of the Separate Account will be made by selling a
sufficient number of accumulation units to provide the amount of the withdrawal.
Each withdrawal will be subject to the following rules:
. The minimum amount of a withdrawal is $500;
. A withdrawal charge of up to 2% of the amount of the withdrawal, but not
more than
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$25, will be deducted from the amount of the withdrawal; and
. An amount equal to certificate with rider debt plus one plus the number
of monthly calculation dates remaining in the modal term multiplied by
the most recent monthly charge made for the certificate with rider must
remain in the guaranteed principal account; and
. The maximum total withdrawal amount cannot exceed the account value less
certificate with rider debt less one plus the number of monthly
calculation dates remaining in the modal term multiplied by the most
recent monthly charge made for the certificate with rider.
Unless we receive evidence of insurability satisfactory to us, the Selected Face
Amount for the current Certificate Year will be reduced upon withdrawal as
needed to prevent an increase in the amount of insurance that requires a charge.
A new schedule page will be sent to the owner to reflect these changes.
EXAMPLE: You make a withdrawal without furnishing us satisfactory evidence of
insurability. Just before the withdrawal, your certificate with rider
has a Selected Face Amount of $50,000 and an account value of $20,000.
The Minimum Face Amount Percentage for the current Certificate Year is
200%. Under Death Benefit Option A, the amount of insurance that
requires a charge is $50,000 minus $20,000, or $30,000. If you make a
withdrawal of $5,000, the account value would be reduced to $15,000.
The amount of insurance that requires a charge would otherwise be
increased to $35,000 ($50,000 - $15,000). However, the Selected Face
Amount will be reduced instead to $45,000 and the amount of insurance
that requires a charge will remain $30,000. (For simplicity, in this
example the minimum annual interest rate is assumed to be zero.)
HOW WE PAY
Any withdrawal made will be paid in one sum. However, if the entire certificate
with rider is fully surrendered, the cash surrender value may be paid in one
sum, or it may be applied under any payment option elected. See Part 6.
We may delay paying any full surrender or withdrawal value from the Guaranteed
Principal Account for up to six months from the date the request (and the
certificate with rider, if needed) is received at our Home Office.
We may delay paying any full surrender or withdrawal value from the Separate
Account during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) permits us to
delay payment for the protection of our certificate with rider owners;
or
. We are permitted by state law to delay such payment.
IF payment is delayed for 30 days or more, interest will be added. The amount
of interest will be the same as would be paid for the same period of time under
option D of the payment options. See part 6 for a description of option D.
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Borrowing On This Certificate With Rider
RIGHT TO MAKE LOANS
Loans can be made on this certificate with rider at any time after six months
from the certificate date while the insured is living. However, the certificate
with rider must be properly assigned to us before the loan is made. No other
collateral is needed. We refer to all outstanding loans plus accrued interest
as "certificate with rider debt."
EFFECT OF LOAN
A loan is attributed to each division of the Separate Account and to the
Guaranteed Principal Account in proportion to the values of the certificate with
rider in each of those divisions and in the Guaranteed Principal Account
(excluding any outstanding certificate with rider debt plus an amount equal to
one plus the number of Monthly Calculation Dates remaining in the Modal Term
multiplied by the most recent monthly charge made for the certificate with
rider) at the time of the loan. The amount of the loan attributed to each
division of the Separate Account will be transferred to the Guaranteed Principal
Account. Any such transfer is made by selling accumulation units in the
division and applying the value of those units to the Guaranteed Principal
Account on the date the loan is made. Any interest added to the loan will be
treated as a new loan under this provision.
The amount equal to any outstanding certificate with rider loans will be held in
the Guaranteed Principal Account, and will earn interest as described in the
INTEREST ON FIXED ACCOUNT VALUE provision.
MAXIMUM LOAN AVAILABLE
For this certificate with rider, the maximum amount that can be borrowed on any
date is equal to:
. 90% of this certificate with rider's account value on that date; less
. Any outstanding certificate with rider debt; less
. Interest on the loan being made and on any outstanding certificate
debt to the next certificate anniversary date; less
. An amount equal to one plus the number of monthly calculation dates
remaining in the modal term multiplied by the most recent monthly
charge made for the certificate with rider.
INTEREST
Interest is not due in advance. This interest accrues (builds up) each day and
becomes part of the certificate with rider debt as it accrues.
Interest is due on each Certificate With rider Anniversary Date. If interest is
not paid when due, it will be added to the loan and will bear interest at the
rate payable on the loan.
EXAMPLE: You have a loan of $1,000. The interest due on the Certificate
Anniversary Date is $60. If it is not paid on that date, we will add
it to the existing loan. The loan will then be $1,060 and interest
will be charged on this amount from then on.
The type of interest rate on any loan is elected by the Employer and is shown on
the Schedule Page of this certificate with rider.
CERTIFICATE WITH RIDER DEBT
LIMIT
Certificate with rider debt (including accrued interest) may not equal or exceed
the certificate with rider's account value. If this limit is reached, we can
terminate this certificate with rider. To terminate for this reason we must
mail written notice to the Owner and any assignee shown on our records at their
last known addresses. This notice will state an amount that will bring the
certificate with rider debt back within the limit. If we do not receive payment
within
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30 days after the date we mailed the notice, this certificate with rider will
terminate without value at the end of those 30 days.
REPAYMENT OF CERTIFICATE WITH RIDER DEBT
All or part of any certificate with rider debt may be repaid at any time while
this certificate with rider is in force and the Insured is living.
Any repayment of certificate with rider debt will result in the transfer of
certificate with rider values equal to the repayment out of the Guaranteed
Principal Account and the application of those values to each division of the
Separate Account and to the Guaranteed Principal Account in proportion to the
values of this certificate with rider in each of those divisions and in the
Guaranteed Principal Account (excluding any outstanding certificate with rider
loans) at the time of the repayment.
OTHER BORROWING RULES
We may delay the granting of any loan amount attributable to the Guaranteed
Principal Account for up to six months.
We may delay the granting of any loan amount attributable to the Separate
Account during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (OR ITS SUCCESSOR) permits us
to delay payment for the protection of our certificate with rider
owners; or
. We are permitted by state law to delay such payment.
Reinstating This Certificate With Rider
WHEN REINSTATEMENT CAN BE MADE
After this certificate with rider has terminated, it may be reinstated - that
is, put back in force. However, the certificate with rider cannot be reinstated
if it has been fully surrendered for its cash surrender value. Reinstatement
must be made within 5 years after the date of termination and during the
Insured's lifetime.
REQUIREMENTS TO REINSTATE
Evidence of insurability satisfactory to us is required to reinstate. A premium
is also required as a cost to reinstate. That premium must be no less than the
amount necessary to produce a certificate with rider account value equal to
three times the monthly charges due on the Monthly Calculation Date which is on,
or next follows, the date of reinstatement.
Changes In The Selected Face Amount
INCREASES IN THE SELECTED FACE AMOUNT
While this certificate with rider is in force, the Selected Face Amount may be
increased upon written application. Evidence of insurability, satisfactory to
us, may be required for each increase. Any increase must be for at least $5,000,
unless we establish a lower minimum. A lower minimum may be established by the
Employer and us in the Participation Agreement.
Any increase in the Selected Face Amount will be effective on the Monthly
Calculation Date which is on, or next follows, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
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Mortality charges for each increase are determined and deducted from the
certificate with rider's account value in accordance with the Monthly Charges
provision. These charges will be deducted from the certificate with rider's
account value beginning on the effective date of the increase.
LIMITATIONS ON INCREASES
No increase in the Selected Face Amount can become effective after the
Certificate Anniversary Date after the Insured's 75th birthday.
EVIDENCE OF INCREASES
If the Selected Face Amount is increased we will send an amended Schedule Page
reflecting that increase. However, we have the right to require that this
certificate with rider be sent to us so that the increase can be made.
DECREASES IN THE SELECTED FACE AMOUNT
While this certificate with rider is in force, the Selected Face Amount may be
decreased upon written application satisfactory to us. The resulting Selected
Face Amount after decrease must be at least $50,000.
Any requested decrease in the Selected Face Amount will be effective on the
Monthly Calculation Date which is on, or next follows, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
A requested decrease in the Selected Face Amount is allowed only once per
Certificate Year.
Right to Amend
AMENDING THIS CERTIFICATE WITH RIDER
This certificate with rider may be amended from time to time as may be required
to meet the definition of "life insurance" under the Internal Revenue Code.
In particular, if the Minimum Face Amount of the certificate with rider is less
than that required for the certificate with rider to be considered "life
insurance," the Minimum Face Amount may be increased. The amount of the
increase cannot be more than that needed to qualify the certificate with rider
as "life insurance."
Evidence of insurability is not needed to amend this certificate with rider in
accordance with this provision. However, a written request to amend will be
required. A cost to amend may also be required. No amendment will become
effective until the written request satisfactory to us is received at our Home
Office and any required cost has been paid.
Reports To Owner
ANNUAL REPORT
Each year, within 30 days after the Certificate Anniversary Date, we will mail a
report to the Owner. There will be no charge for this report. This report will
show the account value at the beginning of the previous Certificate Year and all
premiums paid since that time. It will also show the additions to, and
deductions from, the account value during that Year, and the account value,
death benefit, cash surrender value, and certificate with rider debt as of the
last Certificate Anniversary Date.
This report will also include any additional information required by applicable
law or regulation.
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ILLUSTRATIVE REPORT
In addition to the annual report, we will, upon request after the first
Certificate Year, send an illustrative report of projected values to the Owner.
We will not charge a fee for providing an illustrative report on an annual
basis. However, if the Owner requests illustrative reports more frequently, we
may charge a reasonable fee, but only for those additional reports.
Part 5. The Death Benefit
The death benefit is the amount of money we will pay when we receive due proof
at our Home Office that the Insured died while the certificate with rider was in
force. We discuss the death benefit in this Part.
AMOUNT OF DEATH BENEFIT
If the Insured dies while this certificate with rider is in force, the death
benefit will be the amount of benefit provided by the Death Benefit Option in
effect on the date of death, with these adjustments:
. We add the part of any monthly charge that applies to a period beyond
the date of death; and
. We deduct:
. Any certificate with rider debt outstanding on the date of
death; and
. Any unpaid monthly charges to the date of death.
DEATH BENEFIT OPTIONS
Two Death Benefit Options, described below, are available under this certificate
with rider. The Death Benefit Option and the Selected Face Amount are shown on
the Schedule Page of the certificate with rider. The Minimum Face Amount is
discussed in the next provision.
DEATH BENEFIT OPTION A - Under this Option, the amount of benefit is the greater
of:
. The Selected Face Amount in effect on the date of death; and
. The Minimum Face Amount in effect on the date of death.
DEATH BENEFIT OPTION B - Under this Option, the amount of benefit is the greater
of:
. The Selected Face Amount in effect on the date of death plus the
certificate with rider's account value on the date of death; and
. The Minimum Face Amount in effect on the date of death.
MINIMUM FACE AMOUNT
In order to qualify as life insurance under the federal tax laws in effect on
the Issue Date of a certificate with rider, the certificate with rider has a
Minimum Face Amount. The Minimum Face Amount on any date is a percentage of the
certificate with rider's account value on that date. The percentage for each
Certificate Year is shown in the Table Of Minimum Face Amount Percentages in
this certificate with rider.
EXAMPLE: The Minimum Face Amount is determined on June 10, 19X1. The account
value on that date is $50,000. The last Certificate Anniversary Date
was May 2, 19X1. If the applicable Minimum Face Amount Percentage for
the Certificate Year beginning May 2, 19X1 is 280%, then the Minimum
Face Amount is 280% of $50,000, or $140,000.
CHANGES IN THE DEATH BENEFIT OPTION
While this certificate with rider is in force, the Death Benefit Option may be
changed by the Owner's written request. Any change from Death Benefit Option A
to Death Benefit Option B will require evidence of insurability satisfactory to
us.
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<PAGE>
-19-
Any change in the Death Benefit Option will take effect on the Certificate
Anniversary Date on, or next following, the later of:
. The date 15 days after a written request for such change has been
received and approved by us; or
. The requested effective date of the change.
WHEN WE PAY
The death benefit will be paid within seven days after the date we receive due
proof of the Insured's death, and any other requirements necessary for us to
make payment, at our Home Office. However, we may delay payment of the death
benefit during any period that:
. The New York Stock Exchange (or its successor) is closed, except for
normal weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission (or its successor) determines
that a state of emergency exists; or
. The Securities and Exchange Commission (or its successor) permits us
to delay payment for the protection of our certificate with rider
owners; or
. We are permitted by state law to delay such payment.
INTEREST ON DEATH BENEFIT
If the death benefit is paid in one sum, we will add interest from the date of
death to the date of payment. The amount of interest will be the same as would
be paid under Option D of the payment options for that period of time but not
less than that required by law. See Part 6 for a description of Option D.
If the death benefit is applied under a payment option, interest will be paid
from the date of death to the effective date of that option. It will be paid in
one sum to the Beneficiary living on that effective date. The amount of
interest will be the same as would be paid under Option D for that period of
time BUT NOT LESS THAN THAT REQUIRED BY LAW.
SUICIDE EXCLUSION
Except for any increases in the Selected Face Amount applied for after the Issue
Date of the certificate, we will pay a limited death benefit if the insured
commits suicide, while sane or insane, within two years from the issue date and
while this certificate with rider is in force. The limited death benefit will
be the amount of premiums paid for this certificate with rider, less any
certificate with rider debt and amounts withdrawn.
For any increases in the Selected Face Amount applied for after the Issue Date
of the certificate, we will pay a limited death benefit if the insured commits
suicide, while sane or insane, within two years from the effective date of the
increase and while it is in force. The limited death benefit will be the monthly
deductions made for that increase. however, if the limited death benefit as
described in the preceding paragraph is payable, there will be no death benefit
for the increase.
Any limited death benefit will be paid in one sum to the Beneficiary.
Part 6. Payment Options
These are Optional Methods Of Settlement. They provide alternate ways in which
payment can be made.
<PAGE>
AVAILABILITY OF OPTIONS
All or part of the death benefit or cash surrender value may be applied under
any payment option. If this certificate with rider is assigned, any amount due
to the assignee will be paid in one sum. The balance, if any, may be applied
under any payment option.
MINIMUM AMOUNTS
If the amount to be applied under any option for any one person is less than
$2,000, we may pay that amount in one sum instead. If the payments under any
option come to less than $20 each, we have the right to make payments at less
frequent intervals.
DESCRIPTION OF OPTIONS
Our payment options are described below. Any other payment option agreed to by
us may be elected. The payment options are described in terms of monthly
payments. Annual, semiannual, or quarterly payments may be requested instead.
The amount of these payments will be determined in a way which is consistent
with monthly payments and will be quoted on request.
OPTION A
FIXED AMOUNT PAYMENT OPTION. Each monthly payment will be for an agreed fixed
amount. The amount of each payment may not be less than $10 for each $1,000
applied. Interest will be credited each month on the unpaid balance and added
to it. This interest will be at a rate determined by us, but not less than the
equivalent of 3% per year. Payments continue until the amount we hold runs out.
The last payment will be for the balance only.
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<PAGE>
-21-
OPTION B
FIXED TIME PAYMENT OPTION. Equal monthly payments will be made for any period
selected, up to 30 years. The amount of each payment depends on the total
amount applied, the period selected and the monthly payment rates we are using
when the first payment is due. The rate of any payment will not be less than
shown in the Option B Table.
- -------------------------------------------------------------------------------
Option B Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Monthly Monthly
Years Payment Years Payment
1 $84.47 16 $6.53
2 42.86 17 6.23
3 28.99 18 5.96
4 22.06 19 5.73
5 17.91 20 5.51
6 15.14 21 5.32
7 13.16 22 5.15
8 11.68 23 4.99
9 10.53 24 4.84
10 9.61 25 4.71
11 8.86 26 4.59
12 8.24 27 4.47
13 7.71 28 4.37
14 7.26 29 4.27
15 6.87 30 4.18
For quarterly payment, multiply by 2.993. For semiannual
payment, multiply by 5.963. For annual payment, multiply by
11.839.
- -------------------------------------------------------------------------------
<PAGE>
OPTION C
LIFETIME PAYMENT OPTION. Equal monthly payments are based on the life of a
named person. Payments will continue for the lifetime of that person. The
three variations are:
(1) PAYMENTS FOR LIFE ONLY. No specific number of payments is guaranteed.
Payments stop when the named person dies.
(2) PAYMENTS GUARANTEED FOR AMOUNT APPLIED. Payments stop when they equal the
amount applied or when the named person dies, whichever is later.
(3) PAYMENTS GUARANTEED FOR 5, 10 OR 20 YEARS. Payments stop at the end of the
selected guaranteed period or when the named person dies, whichever is
later.
The Option C Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option C Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Payments Payments Guaranteed For
Age* For Life Amount 5 10 20
Only Applied Years Years Years
40 $3.30 $3.25 $3.29 $3.28 $3.27
45 3.47 3.41 3.46 3.45 3.43
50 3.69 3.60 3.68 3.67 3.62
55 3.96 3.83 3.95 3.93 3.85
60 4.31 4.13 4.30 4.27 4.14
65 4.77 4.49 4.75 4.70 4.44
70 5.41 4.96 5.38 5.26 4.77
75 6.30 5.56 6.21 5.96 5.07
80 7.50 6.31 7.30 6.77 5.30
85 9.16 7.29 8.72 7.64 5.43
* Age on birthday nearest due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request.
Monthly payment rates for ages over 85 are the same as those for
85.
OPTION D
Interest Payment Option. We will hold any amount applied under this option.
Interest on the unpaid balance will be paid each month at a rate determined by
us. This rate will be not less than the equivalent of 3% per year.
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<PAGE>
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OPTION E
JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the lives of
two named persons. While both are living, one payment will be made each month.
When one dies, the same payment will continue for the lifetime of the other.
The two variations are:
(1) PAYMENTS FOR TWO LIVES ONLY. No specific number of payments is guaranteed.
Payments stop when both named persons have died.
(2) PAYMENTS GUARANTEED FOR 10 YEARS. Payments stop at the end of 10 years, or
when both named persons have died, whichever is later.
The Option E Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option E Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Payments For Two Lives Only
Age* 55 60 65 70 75 80
55 $3.53 $3.64 $3.72 $3.80 $3.85 $3.89
60 3.64 3.78 3.91 4.03 4.12 4.18
65 3.72 3.91 4.10 4.27 4.42 4.54
70 3.80 4.03 4.27 4.52 4.76 4.97
75 3.85 4.12 4.42 4.76 5.11 5.44
80 3.89 4.18 4.54 4.97 5.44 5.92
85 3.91 4.23 4.63 5.12 5.71 6.36
Payments Guaranteed For 10 Years
Age* 55 60 65 70 75 80
55 $3.52 $3.63 $3.71 $3.79 $3.84 $3.88
60 3.63 3.77 3.90 4.02 4.11 4.17
65 3.71 3.90 4.09 4.26 4.41 4.53
70 3.79 4.02 4.26 4.51 4.75 4.94
75 3.84 4.11 4.41 4.75 5.08 5.38
80 3.88 4.17 4.53 4.94 5.38 5.82
85 3.90 4.22 4.61 5.08 5.62 6.19
* Age on birthday nearest the due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
payment rates for ages over 85 are the same as those for 85.
- -------------------------------------------------------------------------------
<PAGE>
OPTION F
JOINT LIFETIME PAYMENT OPTION WITH REDUCED PAYMENTS. Monthly payments are based
on the lives of two named persons. Payments will continue while both are
living. When one dies, payments are reduced by one-third and will continue for
the lifetime of the other. Payments stop when both persons have died.
The Option F Table shows the minimum monthly payment for each $1,000 applied.
The actual payments will be based on the monthly payment rates we are using when
the first payment is due. They will not be less than shown in the Table.
- -------------------------------------------------------------------------------
Option F Table
Minimum Monthly Payment Rates For Each $1,000 Applied
Age* 55 60 65 70 75 80
55 $3.80 $3.94 $4.10 $4.28 $4.47 $4.66
60 3.94 4.11 4.30 4.51 4.73 4.96
65 4.10 4.30 4.52 4.77 5.05 5.33
70 4.28 4.51 4.77 5.08 5.42 5.77
75 4.47 4.73 5.05 5.42 5.85 6.30
80 4.66 4.96 5.33 5.77 6.30 6.88
85 4.86 5.19 5.61 6.13 6.77 7.51
* Age on birthday nearest the due date of the first payment. Monthly
payment rates for ages not shown will be furnished on request. Monthly
payment rates for ages over 85 are the same as those for 85.
- -------------------------------------------------------------------------------
ELECTING A PAYMENT OPTION
To elect any option, we require that a written request, satisfactory to us, be
received at our Home Office. The Owner may elect an option during the Insured's
lifetime. If the death benefit is payable in one sum when the Insured dies, the
Beneficiary may elect an option with our consent.
Options for any amount payable to an association, corporation, partnership or
fiduciary are available with our consent. However, a corporation or partnership
may apply any amount payable to it under Option C, E, or F if the option
payments are based on the life or lives of the Insured, the Insured's spouse,
any child of the Insured, or any other person agreed to by us.
EFFECTIVE DATE AND PAYMENT DATES
The effective date of an option is the date the amount is applied under that
option. For a death benefit, this is the date that due proof of the Insured's
death is received at our Home Office. For the cash surrender value, it is the
effective date of surrender.
The first payment is due on the effective date, except the first payment under
Option D is due one month later. A later date for the first payment may be
requested in the payment option election. All payment dates will fall on the
same day of the month as the first one. No payment will become due until a
payment date. No part payment will be made for any period shorter than the time
between payment dates.
EXAMPLE: Monthly payments of $100 are being made to your son on the 1st of each
month. He dies on the 10th. No part payment is due your son or his
estate for the period between
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<PAGE>
-25-
the 1st and the 10th.
WITHDRAWALS AND CHANGES
If provided in the payment option election, all or part of the unpaid balance
under Options A or D may be withdrawn or applied under any other option.
If the cash surrender value is applied under Option A or D, we may delay payment
of any withdrawal for up to six months. Interest at the rate in effect for
Option D during this period will be paid on the amount withdrawn.
INCOME PROTECTION
To the extent permitted by law, each option payment and any withdrawal shall be
free from legal process and the claim of any creditor of the person entitled to
them. No option payment and no amount held under an option can be taken or
assigned in advance of its payment date, unless the Owner's written consent is
given before the Insured dies. This consent must be received at our Home
Office.
Part 7. Notes On Our Computations
This Part covers some technical points about this certificate with rider.
NET INVESTMENT FACTOR
The Net Investment Factor for each division of the Separate Account is
determined by dividing A by B and subtracting C where:
. A equals:
. the net asset value per share of each Fund held by a Division for
the current Valuation Period; plus
. any dividend per share declared on behalf of such Fund that has
an ex-dividend date within the current Valuation Period; less
. the cumulative charge or credit for taxes reserved which is
determined by us to have resulted from the operation or
maintenance of the Division; and
. B equals the net asset value per share of the Fund held by the
Division for the immediately preceding Valuation Period; and
. C equals the cumulative unpaid charge for the net investment factor
asset charge shown on the Schedule Page of this certificate with
rider.
ACCUMULATION UNIT VALUE
The value of an accumulation unit in each division was set at $1.00000000 on the
first Valuation Date selected by us. The value on any Valuation Date thereafter
is equal to the product of the Net Investment Factor for that division for the
Valuation Period which includes that Date and the accumulation unit value on the
preceding Valuation Date.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
ADJUSTMENTS OF UNITS AND VALUES
We have the right to split or consolidate the number of accumulation units
credited to the certificate with rider, with a corresponding increase or
decrease in the unit values. We may exercise this right whenever we consider an
adjustment of units to be desirable. However, strict equity will be preserved
in making any adjustment. No adjustment will have any material effect on the
benefits, provisions or investment return of the certificate with rider, or on
the Owner, Insured, any Beneficiary, any assignee or other person, or on us.
<PAGE>
BASIS OF COMPUTATION
The Basis Of Computation is the mortality table and interest rate we use to
determine:
. The maximum monthly mortality charges;
. The minimum annual interest earned on the fixed account value of the
certificate with rider; and
. The minimum payments under Payment Options C, E, and F.
The Basis Of Computation for the cash surrender values, for the maximum monthly
mortality charges, and for the minimum interest earned on the fixed account
value of this certificate with rider is shown on the Schedule Page. The
mortality table specified on the Schedule Page applies to amounts in a standard
underwriting classification. We reserve the right to make appropriate
modifications to this table for any amount which is not in a standard
underwriting classification.
In computing the minimum payments under Payment Options C, E, and F, we use
mortality rates from the 1983 Table "a" with Projection G for 30 years and with
rates set back five years. The interest used is at an annual rate of 3%.
METHOD OF COMPUTING VALUES
When required by the state where the Group Flexible Premium Adjustable Life
Insurance Policy To Age 95 With Variable Rider was delivered, we filed a
detailed statement of the method we use to compute the Policy Rider benefits and
values. These benefits and values are not less than those required by the laws
of that state.
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<PAGE>
<TABLE>
<CAPTION>
WHERE TO FIND IT
<S> Page No.
PART 1. The Basics Of This Certificate <C>
With Rider.................................................. 4
The Parties Involved
Insurer.................................................... 4
Policy With Riderholder.................................... 4
Employer................................................... 4
Owner...................................................... 4
Insured.................................................... 4
Beneficiary................................................ 4
Irrevocable Beneficiary.................................... 4
Dates - Certificate Date, Certificate...................... 4
Anniversary Date, Certificate Year,....................... 4
Rider Add-On Date, Issue Date,
Paid-Up Certificate Date, Monthly
Calculation Date, Valuation Date,
Valuation Period, Valuation Time
Entire Contract
Continuation Of Insurance.................................. 5
Representations And Contestability......................... 5
Misstatement Of Age........................................ 6
Meaning Of In Force........................................ 6
Home Office................................................ 6
PART 2. Premium Payments.................................... 6
Minimum Initial Premium.................................... 7
Modal Term................................................. 7
Modal Term Premium......................................... 7
Premium Flexibility And Premium............................ 7
Notices................................................... 7
Where To Pay Premiums
Right To Refund Premiums................................... 7
PART 3. Accounts, Values, And Charges....................... 7
Net Premium................................................ 7
Allocation Of Net Premiums................................. 8
The Separate Account....................................... 8
Changes In The Separate Account............................ 8
Accumulation Units......................................... 8
Purchase And Sale Of Accumulation.......................... 9
Units..................................................... 9
Account Value Of Certificate With
Rider..................................................... 9
Variable Account Value Of Certificate
With Rider................................................ 9
Fixed Account Value Of Certificate
With Rider................................................ 10
The Guaranteed Principal Account........................... 10
Interest On Fixed Account Value............................ 10
Monthly Charges............................................ 10
Grace Period And Termination............................... 11
PART 4. Life Benefits....................................... 11
Certificate With Rider Ownership............................ 12
Rights Of Owner............................................ 12
Assigning This Certificate With Rider...................... 12
Changing The Owner Or Beneficiary.......................... 12
Transfers Of Values........................................ 12
This Certificate With Rider's Share In
Dividends.................................................. 12
Certificate With Rider Is
Participating............................................. 12
How Dividends May Be Used.................................. 13
DIVIDENDS AFTER DEATH...................................... 13
13
SURRENDERING THIS CERTIFICATE WITH
RIDER AND MAKING WITHDRAWALS............................... 13
Right To Surrender
Cash Surrender Value....................................... 13
Making Withdrawals......................................... 13
How We Pay................................................. 13
Borrowing On This Certificate With.......................... 14
Rider...................................................... 15
Right To Make Loans
Effect Of Loan............................................. 15
Maximum Loan Available..................................... 15
Interest................................................... 15
Certificate With Rider Debt Limit.......................... 15
Repayment Of Certificate With Rider........................ 15
Debt...................................................... 16
Other Borrowing Rules...................................... 16
Reinstating This Certificate With Rider..................... 16
When Reinstatement Can Be Made............................. 16
Requirements To Reinstate.................................. 16
Changes In the Selected Face Amount......................... 16
Increases In The Selected Face Amount...................... 16
Limitations On Increases................................... 17
Evidence Of Increases...................................... 17
Decreases In The Selected Face Amount...................... 17
Right To Amend.............................................. 17
Amending This Certificate With Rider....................... 17
Reports To Owner............................................ 17
Annual Report.............................................. 17
Illustrative Report........................................ 17
PART 5. The Death Benefit................................... 18
Amount Of Death Benefit.................................... 18
Death Benefit Options...................................... 18
Minimum Face Amount........................................ 18
Changes In The Death Benefit Option........................ 18
When We Pay................................................ 19
Interest On Death Benefit.................................. 19
Suicide Exclusion.......................................... 19
PART 6. Payment Options..................................... 19
Availability Of Options.................................... 19
Minimum Amounts............................................ 20
Description Of Options..................................... 20
Electing A Payment Option.................................. 24
Effective Date And Payment Dates........................... 24
Withdrawals And Changes.................................... 25
Income Protection.......................................... 25
PART 7. Notes On Our Computations........................... 25
Net Investment Factor...................................... 25
Accumulation Unit Value.................................... 25
Adjustments Of Units And Values............................ 25
Basis Of Computation....................................... 26
Method Of Computing Values................................. 26
Any Riders and Endorsements For This
Certificate With Rider Follow Page 26.
</TABLE>
<PAGE>
[LOGO OF MASSMUTUAL APPEARS HERE]
Massachusetts Mutual Life Insurance Company
Springfield, MA 01111-0001
GROUP FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE TO AGE 95 WITH
VARIABLE RIDER
This Certificate With Rider provides that:
Insurance is payable upon death of the Insured before age 95.
Within specified limits, flexible premiums may be paid during the
Insured's lifetime.
Annual dividends may be paid.
NOTICE OF ANNUAL MEETING
The Insured is hereby notified that by virtue of this policy he or she is a
member of Massachusetts Mutual Life INsurance Company and is entitled to
vote either in person or by proxy at any and all meetings of said Company.
The annual meetings are held at its Home Office, in Springfield,
Massachusetts, on the second Wednesday of April in each year at 2 o'clock
p.m.
<PAGE>
EXHIBIT 1(6)(A)
Charter of MassMutual
Ch 160
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Fifty-one.
AN ACT
to incorporate the Massachusetts Mutual Life Insurance Company.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows- Section 1. Alexander H.
----------
Avery, James M. Thompson, William Rice, their associates and successors, are
hereby made a corporation, by the name of the Massachusetts Mutual Life
Insurance Company, in the town of Springfield, for the purpose of making
insurance on lives, with all the powers and privileges and subject to all the
duties, liabilities and restrictions set forth in the forty-fourth chapter of
the Revised Statutes. Section 2. There shall be an original guarantee capital
----------
stock subscribed to the said corporation, which shall be one hundred thousand
dollars, to be divided into shares by the corporation, half of which shall be
paid in, in money, before the said corporation shall go into operation for the
purpose of making insurance; the other half of the said stock may be called for
by the directors, from time to time, when they deem it necessary or expedient,
and shall be paid in by the holders of the stock which shall always stand
pledged to the corporation, for all such assessments so called for. Section 3.
----------
At the first meeting of the corporation, a number of directors, not less than
eight, shall be chosen by the subscribers to the guarantee stock, who shall hold
their offices for one year, and until others shall be chosen in their stead; at
all subsequent elections of directors, the number shall be such as may be
provided for by a previous vote of the directors, not less than seven, or by-law
of the corporation; and in case of no provision on this subject, the number
shall be the same as at the first election, one half of whom shall be elected by
the stockholders, and the other half by the assured members who are not holders
of guarantee stock, voting in separate bodies; the directors shall all be either
stockholders or assured, and on ceasing to be such shall cease to hold the said
office. Section 4. Whenever the net surplus receipts of the corporation, over
----------
the losses and expenses, and after providing for risks, shall be sufficient for
the purpose, the stockholders shall be entitled to an annual dividend of seven
per cent, or to such less dividend as may be agreed upon at the time of
subscribing for the stock; and in case such dividends shall not be made in any
one year, it shall be made good at a subsequent period, when the net resources
of the company shall be sufficient for paying the same. Section 5. The funds of
----------
the said corporation shall be invested in such purposes and loans as are
permitted to Savings Banks, in the seventy-eighth and seventy-ninth sections of
the thirty-sixth chapter of the Revised Statutes, and in the forty-fourth
chapter of the Acts of the year one thousand eight hundred and forty one. The
said company may hold real estate to an amount not exceeding ten thousand
dollars, for the purpose of securing suitable offices for the institution.
Section 6. After providing for risks, losses, incidental expenses, and dividends
- ----------
as aforesaid, the directors shall set apart one quarter of the estimated surplus
funds and receipts as a reserved fund, to be applied to the redemption of the
guarantee stock; and whenever, after the expiration of ten years from the time
of organizing the company the amount of such reserved fund shall be sufficient
for the purpose, the assured shall vote to redeem the said guarantee stock the
same shall be redeemed. Section 7. Upon the redemption and extinguishment of the
----------
guarantee stock, under the provisions of the sixth section, the directors shall
be chosen by the assured. Section 8. At the expiration of every period of five
----------
years from the time of the organization of the company, the remaining three
quarters of the estimated surplus funds and receipts shall be reimbursed to and
among the assured in proportion to the whole amount of premiums paid during the
preceding five years. Section 9. The said corporation shall, on the third Monday
----------
of January, in every year, pay over to
93
<PAGE>
the trustees of the Massachusetts General Hospital, one third of the net
profits, if any, which shall have arisen from insurance on lives, made during
the preceding year.
House of Representatives May 10/th/ 1851
Passed to be enacted N.P. Banks Jr Speaker
In Senate May 14/th/ 1851
Passed to be enacted Henry Wilson President
May 15/th/, 1851.
Approved.
Geo. S. Boutwell.
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on
file in this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
94
<PAGE>
Chap. 72
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Sixty-four,
AN ACT
to authorize the Massachusetts Mutual Life Insurance Company to
increase its investment in Real Estate.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows: Section 1. The
Massachusetts Mutual Life Insurance Company is hereby authorized to hold real
estate in the city of Springfield, to an amount not exceeding in cost Forty
thousand dollars, in addition to the amount of Ten thousand dollars now
authorized to be held by them. Section 2. This act shall take effect upon its
passage.
House of Representatives, Feby 29, 1864
Passed to be enacted, Alex. H. Bullock Speaker.
In Senate, March 2 1864.
Passed to be enacted, J.E. Field President.
March 3/d/ 1864.
Approved, --John A. Andrew.
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on file in
this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
<PAGE>
Chap. 43.
COMMONWEALTH OF MASSACHUSETTS.
In the year One Thousand Eight Hundred and Sixty-six,
AN ACT
to authorize the Massachusetts Mutual Life Insurance Company to
increase its investments in real estate.
Be it enacted by the Senate and House of Representatives in General Court
assembled, and by the authority of the same, as follows: Section 1. The
Massachusetts Mutual Life Insurance Company is hereby authorized to invest an
amount not exceeding fifty thousand dollars in the purchase of real estate in
the city of Springfield, for the site of a building, to be used wholly or in
part, for the purposes of said corporation, and for the erection and preparation
of said building; said amount to be in addition to fifty thousand dollars now
authorized to be held by said company in real estate: and all income if any
arising from such real estate shall be devoted exclusively to the interests of
said corporation. Section 2. Said company is hereby authorized to redeem at par,
and extinguish, all or any part of its original guarantee capital stock,
whenever so directed by a vote of the assured, and to appropriate for this
purpose so much of its funds as may be necessary.
House of Representatives, February 17/th/ 1866.
Passed to be enacted, James M. Stone, Speaker.
In Senate, February 19 1866.
Passed to be enacted, Joseph A. Pond, President.
February 20, 1866.
Approved. -- Alex. H. Bullock
The Commonwealth of Massachusetts
Office of the Secretary
Boston,
I hereby certify the foregoing to be a true copy and that the same is on
file in this office.
Witness the Great Seal of The Commonwealth.
Secretary of The Commonwealth.
<PAGE>
EXHIBIT 1(6)(B)
By-Laws of MassMutual
BY-LAWS
ARTICLE I
MEETINGS OF MEMBERS
1. Annual Meeting. The annual meeting of the members of the Company shall be
held on the second Wednesday of April in each year, at two o'clock in the
afternoon, at the Home Office of the Company in Springfield, Massachusetts, for
the election of directors and for the transaction of such other business as may
properly come before the meeting.
2. Special Meetings. Special meetings of the members of the Company may be held
at any date, time or place upon a call by the Chairman of the Board or by a
majority of the Board of Directors. In addition, not less than one-half of one
percent of the members of the Company may apply to the Secretary for a special
meeting, and in that case the Secretary shall call such a meeting within forty-
five days after receipt of the written application therefor. Any application of
the members for a special meeting shall specify the matter or matters to be
acted upon at the meeting. Special meetings called upon the application of the
members shall be held at a date within such forty-five day period, time and
place to be fixed by the Chairman of the Board.
3. Notice of Meetings. Notice of any special meeting of the Company shall be
given by the Secretary by publication in at least one daily newspaper printed in
Hampden County, Massachusetts, not less than ten days nor more than fifteen days
before the date of the meeting. Notice of any special meeting shall also be
given by the Secretary by publication in all editions of The Wall Street Journal
printed in the United States and in at least one daily newspaper of general
circulation printed on the east coast, on the west coast, and in the midwestern
United States once per week for three consecutive weeks, the last of which
notices shall be published not less than ten days nor more than fifteen days
before the date of the meeting. All such notices shall be published in the form
of a "tombstone" size of advertisement. If notice of a special meeting cannot be
given in the manner provided in the preceding sentences, such notice shall be
given in such other reasonable manner as may be determined by the Chairman of
the Board.
Notice of the annual meeting of the Company shall be given as required by law
and, in addition, may be given in any other manner which the Chairman of the
Board in his discretion deems to be desirable.
4. Quorum. The members present, in person or by proxy, at meetings of the
Company shall constitute a quorum. Any matter properly before a meeting shall be
decided by a majority of the votes cast thereon, except as set forth in Article
VII of these By-laws.
5. Presiding Officer. The Chairman of the Board shall preside at all meetings of
the members of the Company. In the absence of the Chairman of the Board, the
Board of Directors shall designate the person who is to preside at such
meetings.
ARTICLE II
BOARD OF DIRECTORS
1. Membership. The Board of Directors shall be not less than fifteen nor more
than twenty-three in number. The number of directors who shall serve shall be
fixed from time to time by the Board of Directors.
2. Powers. Except as reserved to the members of the Company by law or by these
By-laws, the Board of Directors shall have and may exercise all the powers of
the Company. The Board of Directors shall make such rules and regulations as it
shall deem necessary or convenient for the regulation and management of the
affairs of the Company.
<PAGE>
3. Election. All directors shall be elected by the members of the Company,
except when the provisions of Section 5 of this Article II shall apply. The
directors shall be divided into four classes, with each class to consist of
approximately one-fourth of the number of directors, and the term of one class
shall expire each year. Except as provided in the next succeeding sentence, the
term of office of each director elected by the members shall continue until the
fourth annual meeting of the members after the election of such director and
until any successor shall have been elected, unless a director sooner dies,
resigns or is removed. At each annual meeting of the members, the directors
elected to succeed those whose terms then expire shall be of one class, except
that in order to achieve a more equal division of classes, to provide for
additional directors upon an increase in the size of the Board of Directors
pursuant to Article II, Section 1, or to provide for the retirement of a
director in accordance with Article II, Section 4 prior to the fourth subsequent
annual meeting, the directors may authorize the election of directors at the
annual meeting to more than one class and to terms of less than four years and
the terms of such directors shall expire with the terms of the members of the
class to which they shall have been elected.
At the first regular meeting of the Board of Directors in each calendar year,
the committee of the Board of Directors having responsibility for the nomination
of directors shall submit a list of nominees for election to the Board of
Directors at the next annual meeting. Such list shall be in writing and shall be
filed with the Secretary of the Company. The submission of the list of nominees
of such committee shall not prevent the nomination of other candidates, but no
such other candidate shall be eligible for election to the Board of Directors
unless such candidate's nomination shall have been made in writing signed by not
less than one-tenth of one percent of the members of the Company and filed with
the Chairman of the Board and the Secretary of the Company at least seventy-five
days before the date of the annual meeting.
4. Tenure and Retirement. A director shall be eligible for re-election upon the
expiration of his or her term, but no director shall be elected or re-elected
after attaining the age of 72 years. A director's term of office shall expire on
the date of the annual meeting next occurring after such director has attained
the age of 72 years, except that the term of office of a director who is an
officer of the Company, other than a director who has served as Chief Executive
Officer, shall expire on the date that such director ceases to be an officer of
the Company.
5. Vacancies. Vacancies on the Board of Directors occurring for any reason
whatsoever may be filled by the Board of Directors. Any director so elected
shall hold office until the next annual meeting of the Company, or, if elected
to fill a vacancy caused by death, resignation or removal, shall hold office for
a term which shall coincide with the term of the class of the vacant
directorship.
If by reason of a vacancy there is less than the minimum number of directors or
less than the minimum number of members of a directors' committee, the Board of
Directors or such committee shall have the power, as long as there shall always
be a quorum, to function legally pending the filling of the vacancy. The Board
of Directors may provide for the filling of vacancies on the Board of Directors
in the event that due to an act of war, other disaster or national emergency,
either no directors are able and available to act or the number of directors who
are able and available to act is less than a quorum.
6. Removal. A director may be removed from his or her office by vote of a
majority of all directors or by vote of the members voting at a meeting of the
members in accordance with the provisions of Article I, Section 4. Any reduction
in the number of authorized directors shall not result in the removal of any
director whose term has not expired.
7. Meetings. All regular meetings of the Board of Directors shall be held at the
Home Office of the Company at such date and time as shall be determined by the
Chairman of the Board, provided that notice thereof shall be mailed to the
directors not less than ten days in advance of the meeting. In addition, the
Board of Directors may in its discretion determine the date, time and place of
any regular meeting, and in the event of such determination no notice need be
given. Special meetings of the Board of Directors may be called at any time by
the Chairman of the Board and shall be called by the Chairman of the Board upon
receipt of the written request of not less than five directors. All special
meetings shall be held at a date, time and place to be fixed by the Chairman of
the Board, and notice thereof shall be deemed sufficient if given by mail at
least five days or by telegram, telephone or personal delivery at least forty-
eight hours before the meeting.
The Chairman of the Board shall preside at all meetings of the Board of
Directors. In the absence of the Chairman of the Board, the Board of Directors
shall designate the person who is to preside at such meetings.
<PAGE>
8. Quorum. Seven directors, a majority of whom shall not be officers of the
Company, shall constitute a quorum for the transaction of business at any
regular or special meeting of the Board of Directors. Any matter properly before
a meeting shall be decided by a majority of the votes cast thereon, except as
may otherwise be required by law or by these By-laws.
9. Exclusion of Liability. No director shall be personally liable to the Company
or its policyholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided, however, that such director shall remain personally liable for damages
incurred by the Company or its policyholders resulting from (a) any breach of
the director's duty of loyalty to the Company or its policyholders, (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law by the director, (c) any transaction from which the director
derives an improper personal benefit, or (d) acts or omissions of the director
which occurred prior to the effective date of this provision.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors shall elect from its number such committees as it may
deem necessary or convenient for the conduct of the business of the Company, and
may delegate to any such committee or committees some or all of the powers of
the directors except those which by law or by these By-laws it is prohibited
from delegating. Except as the Board of Directors may otherwise determine, any
such committee may make rules for the conduct of its business.
ARTICLE IV
OFFICERS
1. Election of Officers. The Board of Directors at its first meeting after each
annual meeting of the Company shall elect a Chairman of the Board who shall be a
director and who may or may not be an officer of the Company, a President who
shall be a director and who also may be the Chairman of the Board, a Secretary,
a Treasurer and such other officers as it may deem necessary or convenient for
the conduct of the business of the Company, and shall also elect the officer who
shall serve as the Chief Executive Officer. The Board of Directors, at any
meeting, may elect additional officers, including officers to succeed those
elected at a prior meeting. Each officer elected shall hold office until the
first meeting of the Board of Directors after the annual meeting of the Company
in the following year unless such officer's term of office is terminated prior
to such time by death, resignation, retirement or vote of the directors.
2. Powers and Duties. Each officer elected by the Board of Directors shall have
such powers and duties as may be assigned from time to time by the Board of
Directors, or by the Chief Executive Officer at the direction of the Board of
Directors.
If the Chairman of the Board is unable for any reason to exercise the powers
granted to, or the duties imposed upon, that office by these By-laws, the
President shall exercise such powers and duties.
ARTICLE V
INDEMNIFICATION
Subject to limitations of law, the Company shall indemnify:
(a) each director, officer or employee;
(b) any individual who serves at the request of the Company as a director, board
member, committee member, officer or employee of any organization or any
separate investment account; or
(c) any individual who serves in any capacity with respect to any employee
benefit plan,
from and against all loss, liability and expense imposed upon or incurred by
such person in connection with any action, claim or proceeding of any nature
whatsoever, in which such person may be involved or with which he or she may be
threatened, by reason of any alleged act, omission or otherwise while serving in
any such capacity.
<PAGE>
Indemnification shall be provided although the person no longer serves in such
capacity and shall include protection for the person's heirs and legal
representatives.
Indemnities hereunder shall include, but not be limited to, all costs and
reasonable counsel fees, fines, penalties, judgments or awards of any kind, and
the amount of reasonable settlements, whether or not payable to the Company or
to any of the other entities described in the preceding paragraph, or to the
policyholders or security holders thereof.
Notwithstanding the foregoing, no indemnification shall be provided with respect
to:
(1) any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interests of the Company or, to the extent
that such matter relates to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan;
(2) any liability to any entity which is registered as an investment company
under the Federal Investment Company Act of 1940 or to the security holders
thereof, where the basis for such liability is willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office; and
(3) any action, claim or proceeding voluntarily initiated by any person seeking
indemnification, unless such action, claim or proceeding had been authorized
by the Board of Directors or unless such person's indemnification is awarded
by vote of the Board of Directors.
In any matter disposed of by settlement or in the event of an adjudication which
in the opinion of the General Counsel or his delegate does not make a sufficient
determination of conduct which could preclude or permit indemnification in
accordance with the preceding paragraphs (1), (2) and (3), the person shall be
entitled to indemnification unless, as determined by the majority of the
disinterested directors or in the opinion of counsel (who may be an officer of
the Company or outside counsel employed by the Company), such person's conduct
was such as precludes indemnification under any such paragraph.
The Company may at its option indemnify for expenses incurred in connection with
any action or proceeding in advance of its final disposition, upon receipt of a
satisfactory undertaking for repayment if it be subsequently determined that the
person thus indemnified is not entitled to indemnification under this Article V.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Company shall end with the last day of December annually.
ARTICLE VII
AMENDMENTS
These By-laws may be amended or repealed by vote of two-thirds of the number of
votes cast thereon at any meeting of the members of the Company, provided that
the proposed amendment or repeal shall have been made in writing and filed with
the Chairman of the Board and the Secretary at least seventy-five days before
the date of the meeting at which action thereon is to be taken.
<PAGE>
EXHIBIT 1(8)(A)
Form of Participation Agreement with Oppenheimer Variable Account Funds.
SECOND AMENDED AND RESTATED
---------------------------
PARTICIPATION AGREEMENT
-----------------------
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
-----------------------------------
OPPENHEIMER MANAGEMENT CORPORATION,
----------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), made and
entered into as of the 1st day of July, 1995 by and among Massachusetts Mutual
Life Insurance Company and MML Bay State Life Insurance Company (hereinafter
collectively the "Companies"), on their own behalf and on behalf of
Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual
Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity
Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3,
MML Bay State Variable Annuity Separate Account I and MML Bay State Variable
Life Separate Account 1 (hereinafter collectively the "Accounts"), Oppenheimer
Variable Account Funds (hereinafter the "Fund") and Oppenheimer Management
Corporation (hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment company
and is available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each designated a "Portfolio", and each representing
the interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated July 16, 1986 (File No. 812-6324) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and its shares are registered under the
Securities Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser
under the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing
segregated asset accounts, established by resolution of the Board of Directors
of the Companies, to set aside and invest assets attributable to the aforesaid
variable contracts (the Contract(s) and the Account(s) covered by the Agreement
are specified in Schedule B attached hereto, as may be modified from time to
time);
<PAGE>
WHEREAS, the Companies have registered or will register the
Accounts as unit investment trusts under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached hereto
as may be modified from time to time), on behalf of the Accounts (which are also
described on Schedule A, as may be modified from time to time) to fund the
Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value; and
WHEREAS, the Companies, the Fund and the Adviser are parties to
an agreement (the "Prior Agreement") dated December 15, 1993, amended on
September 15, 1994, pursuant to which shares of certain Portfolios of the Fund
are made available as the underlying investment for one of the Accounts, and the
parties wish to have this Agreement replace the Prior Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the
Fund, the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold
only to Variable Insurance Products.
1.2. The Companies shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be
furnished, to the Fund or its designee, each piece of sales literature or other
promotional material in which the Fund or the Adviser is named, at least ten
Business Days prior to its use. No such material shall be used if the Fund or
its designee reasonably object to such use within ten Business Days after
receipt of such material. "Business Day" shall mean any day in which the New
York Stock Exchange is open for trading and in which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make
any representations or statements on behalf of the Fund or concerning the Fund
in connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales
literature or other promotional material" means advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other periodical,
radio, television, telephone or tape recording, videotape display, signs or
billboard), and sales literature (such as brochures, circulars, market letters
and form letters), distributed or made generally available to customers or the
public.
2.4. The Fund shall provide one or more diskettes containing
its current prospectus in WordPerfect and EDGAR format, within a reasonable
period of its filing date, and provide other assistance as is reasonably
necessary in order for the Companies once each year (or more frequently if the
prospectus for the Fund is supplemented or amended) to have the prospectus for
the Contracts and the Fund's prospectus printed together in one document (such
printing to be at the Companies' expense). The Adviser shall be permitted to
review and approve the typeset form of the Fund's Prospectus prior to such
printing.
<PAGE>
2.5. The Fund or the Adviser shall provide the Companies
with either: (i) a diskette or modem transmission (or other automated
transmission) containing the Fund's proxy material, reports to shareholders,
other information relating to the Fund necessary to prepare financial reports,
and other communications to shareholders for printing and distribution to
Contract owners at the Companies' expense, or (ii) camera ready and/or printed
copies, if appropriate, of such material for distribution to Contract owners at
the Companies' expense, within a reasonable period of the filing date for
definitive copies of such material. The Adviser shall be permitted to review and
approve the typeset form of such proxy material and shareholder reports prior to
such printing provided such materials have been provided within a reasonable
period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other
compensation to the Companies under this agreement, and the Companies shall pay
no fee or other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of
its respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the extent advisable by
the Fund, in accordance with applicable state laws prior to their sale. The Fund
shall bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, and the preparation of all statements
and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing,
the Companies shall bear the expenses of typesetting, printing and distributing
the Fund's prospectus, proxy materials and reports to owners of Contracts issued
by the Companies. OMC agrees to use reasonable efforts to restrict the number of
shareholder meetings of the Fund that require the Company to bear the expenses
of typesetting, printing and distributing the Fund's proxy material to one per
fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional
Portfolios and the Companies desire to make such Portfolios available to their
respective Contract owners as an underlying investment medium, a new Schedule A
or an amendment to this Agreement shall be executed by the parties authorizing
the issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Trustees of the Fund (the "Board") will
monitor the Fund for the existence of any material irreconcilable conflict
between the interests of the Contract owners of all separate accounts investing
in the Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
4.2. The Companies will each report any potential or
existing conflicts of which it is aware to the Board. The Companies will assist
the Board in carrying out its responsibilities in monitoring such conflicts by
providing the Board in a timely manner with all information reasonably necessary
for the Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Companies to inform the Board whenever Contract owner
voting instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
<PAGE>
4.3. If it is determined by a majority of the Board, or a
majority of its disinterested Trustees, that a material irreconcilable conflict
exists, the Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested trustees), take
whatever steps are necessary to remedy or eliminate the irreconcilable material
conflict, up to an including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation
should be implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e., annuity
----
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected Contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.
4.4. If a material irreconcilable conflict arises because of
a decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this
Agreement, a majority of the disinterested members of the Board shall determine
whether any proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a new funding
medium for the Contracts. In such case a Company shall not be required by
Section 4.3 to establish a new funding medium for Contracts if an offer to do so
has been declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then such Company will withdraw the particular
Account's investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
5.1. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of
the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and regulations
as the Securities and Exchange Commission may grant (including, but not limited
to, the Shared Funding Exemptive Order) and the terms hereof shall be
interpreted and construed in accordance therewith.
ARTICLE VI. Termination
-----------
<PAGE>
6.1 This Agreement shall terminate with respect to some or
all Portfolios:
(a) at the option of any party upon six month's
advance written notice to the other parties;
(b) at the option of either Company to the extent that
shares of Portfolios are not reasonably available to meet the requirements of
its Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
If to the Fund:
Oppenheimer Variable Account Funds
c/o Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and
regulatory authority, each party hereto shall treat as confidential the names
and addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information without the express
written consent of the affected party until such time as it may come into the
public domain.
8.2. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
<PAGE>
8.3. This Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute one and the
same instrument.
8.4. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Agreement shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly
notify each other party and all appropriate governmental authorities (including
without limitation the Securities and Exchange Commission, the NASD and state
insurance regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is
not an exclusive arrangement in any respect.
8.8. The Companies and the Adviser each understand and agree
that the obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Companies and the Adviser each represent that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
8.9. The parties agree that the Companies may, on behalf of
their respective Accounts and Contracts listed in Exhibits A and B, elect to
make additional Portfolios available to Accounts upon the approval of the
Adviser and the provision of reasonable notice to the Adviser. Any Portfolio so
added will be subject to all of the terms and conditions of this Agreement.
8.10. The prior Agreement is superseded in its entirety by
this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: _________________________________________
Edwin P. McCausland
Title: Vice President & Managing Director
--------------------------------------
Date: _______________________________________
MML BAY STATE LIFE INSURANCE COMPANY
By its authorized officer,
By: _________________________________________
Isadore Jermyn
<PAGE>
Title: President & Chief Executive Officer
--------------------------------------
Date: _______________________________________
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By: __________________________________
Robert G. Zack
Title: Assistant Secretary
-------------------
Date: ________________________________
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By: __________________________________
Mitchell J. Lindauer
Title: Vice President
--------------
Date: ________________________________
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds available for
- -- MassMutual Strategic Life VI:
Oppenheimer High Income Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
- -- MassMutual Variable Life Select:
- -- MML Bay State Variable Life Select:
Oppenheimer Capital Appreciation Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth Fund
Oppenheimer Global Securities Fund
- -- MassMutual Flex-Annuity V (now known as "Flex Extra"):
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
- -- MassMutual/OPM Variable Annuity, MML Bay State/OPM Variable Annuity and
MassMutual Strategic Life IX:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Oppenheimer Growth & Income Fund
SCHEDULE B
Massachusetts Mutual Variable Life Separate Account I (Strategic Life VI,
Strategic Life IX and Variable Life Select Contracts)
MML Bay State Variable Life Separate Account I (Variable Life Select Contract)
<PAGE>
MML Bay State Variable Annuity Separate Account 1 (for OppenheimerFunds
LifeTrust Variable Annuity)
Massachusetts Mutual Variable Annuity Separate Account 1 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 2 (Flex Extra Contract)
Massachusetts Mutual Variable Annuity Separate Account 3 (for OppenheimerFunds
LifeTrust Variable Annuity)
<PAGE>
EXHIBIT 1(8)(B)
Form of Participation Agreement with Panorama Series Fund, Inc.
PARTICIPATION AGREEMENT
-----------------------
Among
PANORAMA SERIES FUND, INC.,
---------------------------
OPPENHEIMERFUNDS, INC.
----------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
and
MML BAY STATE LIFE INSURANCE COMPANY
------------------------------------
THIS AGREEMENT (the "Agreement"), made and entered into as of the 1st
day of March, 1996 by and among Massachusetts Mutual Life Insurance Company and
MML Bay State Life Insurance Company (hereinafter collectively the "Companies"),
on their own behalf and on behalf of their respective separate accounts listed
on Schedule B hereto (hereinafter collectively the "Accounts"), Panorama Series
Fund, Inc. (hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the
"Adviser") .
WHEREAS, the Fund is an open-end management investment company and is
available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life insurance
policies and variable annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter "Participating Insurance
Companies");
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio", and each representing the
interests in a particular managed pool of securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated August 31, 1994 (File No. 812-8936) granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order")
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act");
WHEREAS, the Adviser is duly registered as an investment adviser under
the federal Investment Advisers Act of 1940;
WHEREAS, the Companies have registered or will register certain
variable annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Companies, to set aside and invest assets attributable to the aforesaid variable
contracts (the Contract(s) and the Account(s) covered by the Agreement are
specified in Schedule B attached hereto, as may be modified from time to time);
WHEREAS, the Companies have registered or will register the Accounts
as unit investment trusts under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Companies intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached hereto
as may be modified from time to time), on behalf of the Accounts (which are also
described on Schedule A, as may be modified from time to time) to fund the
Contracts and the Fund is authorized to sell such shares to unit investment
trusts such as the Accounts at net asset value;
<PAGE>
NOW, THEREFORE, in consideration of their mutual promises, the Fund,
the Adviser and the Companies agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1 The Fund agrees that shares of the Fund will be sold only to
Variable Insurance Products.
1.2. The Companies shall not permit any person other than a
Contract Holder or such Contract Holder's duly authorized representative to give
instructions to the Companies which would require the Companies to redeem or
exchange shares of the Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
----------------------------------------------
2.1. The Companies shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business Days
prior to its use. No such material shall be used if the Fund or its designee
reasonably object to such use within ten Business Days after receipt of such
material. "Business Day" shall mean any day in which the New York Stock Exchange
is open for trading and in which the Fund calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission.
2.2. The Companies shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sale literature or other promotional material approved by the Fund or its
designee, except with the permission of the Fund.
2.3. For purposes of this Article II, the phrase "sales literature
or other promotional material" means advertisements (such as material published,
or designed for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboard),
and sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.
2.4. The Fund shall provide one or more diskettes containing its
current prospectus in WordPerfect and EDGAR format, within a reasonable period
of its filing date, and provide other assistance as is reasonably necessary in
order for the Companies once each year (or more frequently if the prospectus for
the Fund is supplemented or amended) to have the prospectus for the Contracts
and the Fund's prospectus printed together in one document (such printing to be
at the Companies' expense). The Adviser shall be permitted to review and approve
the typeset form of the Fund's Prospectus prior to such printing.
2.5. The Fund or the Adviser shall provide the Companies with
either: (i) a diskette or modem transmission (or other automated transmission)
containing the Fund's proxy material, reports to shareholders, other information
relating to the Fund necessary to prepare financial reports, and other
communications to shareholders for printing and distribution to Contract owners
at the Companies' expense, or (ii) camera ready and/or printed copies, if
appropriate, of such material for distribution to Contract owners at the
Companies' expense, within a reasonable period of the filing date for definitive
copies of such material. The Adviser shall be permitted to review and approve
the typeset form of such proxy material and shareholder reports prior to such
printing provided such materials have been provided within a reasonable period.
ARTICLE III. Fees and Expenses
-----------------
3.1. The Fund and Adviser shall pay no fee or other compensation
to the Companies under this agreement, and the Companies shall pay no fee or
other compensation to the Fund or Adviser, except as provided herein.
3.2. All expenses incident to performance by each party of its
respective duties under this Agreement shall be paid by that party. The Fund
shall see to it that all its shares are registered and authorized for
<PAGE>
issuance in accordance with applicable federal law and, if and to the extent
advisable by the Fund, in accordance with applicable state laws prior to their
sale. The Fund shall bear the expenses for the cost of registration and
qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, and the
preparation of all statements and notices required by any federal or state law.
3.3. Unless mutually agreed upon to the contrary in writing, the
Companies shall bear the expenses of typesetting, printing and distributing the
Fund's prospectus, proxy materials and reports to owners of Contracts issued by
the Companies. The Adviser agrees to use reasonable efforts to restrict the
number of shareholder meetings of the Fund that require the Company to bear the
expenses of typesetting, printing and distributing the Fund's proxy material to
one per fiscal year of the Fund.
3.4. In the event the Fund adds one or more additional Portfolios
and the Companies desire to make such Portfolios available to their respective
Contract owners as an underlying investment medium, a new Schedule A or an
amendment to this Agreement shall be executed by the parties authorizing the
issuance of shares of the new Portfolios to the particular Account. The
amendment may also provide for the sharing of expenses for the establishment of
new Portfolios among Participating Insurance Companies desiring to invest in
such Portfolios and the provision of funds as the initial investment in the new
Portfolios.
ARTICLE IV. Potential Conflicts
-------------------
4.1. The Board of Directors of the Fund (the "Board") will monitor
the Fund for the existence of any material irreconcilable conflict between the
interests of the Contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of Contract owners. The Board
shall promptly inform the Companies if it determines that an irreconcilable
material conflict exists and the implications thereof.
4.2. The Companies will each report any potential or existing
conflicts of which it is aware to the Board. The Companies will assist the Board
in carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an
obligation by the Companies to inform the Board whenever Contract owner voting
instructions are disregarded and by confirming in writing, at the Fund's
request, that the Companies are unaware of any such potential or existing
material irreconcilable conflicts.
4.3. If it is determined by a majority of the Board, or a majority
of its disinterested Directors, that a material irreconcilable conflict exists,
the Companies shall, at their expense and to the extent reasonably practicable
(as determined by a majority of the disinterested Directors), take whatever
steps are necessary to remedy or eliminate the irreconcilable material conflict,
up to an including: (1) withdrawing the assets allocable to some or all of the
separate accounts from the Fund or any Portfolio and reinvesting such assets in
a different investment medium, including (but not limited to) another Portfolio
of the Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
-----
life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making such a change; and
(2) establishing a new registered management investment company or managed
separate account.
4.4. If a material irreconcilable conflict arises because of a
decision by either Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
such Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of the six
<PAGE>
month period the Fund shall continue to accept and implement orders by such
Company for the purchase and redemption of shares of the Fund.
4.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to such Company
conflicts with the majority of other state regulators, then the affected Company
will withdraw such Account's investment in the Fund and terminate this Agreement
within six months after the Board informs such Company in writing that it has
determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by such Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.
4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. In such case a Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely affected
by the irreconcilable material conflict. In the event that the Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then such Company will withdraw the particular Account's investment in
the Fund and terminate this Agreement within six (6) months after the Board
informs the Company in writing of the foregoing determination, provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
ARTICLE V. Applicable Law
--------------
5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.
5.2. This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE VI. Termination
-----------
6.1 This Agreement shall terminate with respect to some or all
Portfolios:
(a) at the option of any party upon six month's advance
written notice to the other parties;
(b) at the option of either Company to the extent that shares
of Portfolios are not reasonably available to meet the requirements of its
Contracts or are not appropriate funding vehicles for such Contracts, as
determined by that Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall be
furnished by that Company; or
(c) as provided in Article IV
6.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 6.1(a) may be exercised
for cause or for no cause.
ARTICLE VII. Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify to the
other party.
<PAGE>
If to the Fund:
Panorama Series Fund, Inc.
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department
If to the Adviser:
OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel
If to the Companies:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111-0001
Attn: Edwin P. McCausland, Jr.
Vice President & Managing Director
ARTICLE VIII. Miscellaneous
-------------
8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as it may come into the public domain.
8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
8.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
8.8. The parties agree that the Companies may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser and
the provision of reasonable notice to the Adviser. Any Portfolio so added will
be subject to all of the terms and conditions of this Agreement.
8.9. Any prior participation agreement to which the Fund is a party is
superseded in its entirety by this Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed as of the date specified below.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
MML BAY STATE LIFE COMPANY
By its authorized officer,
By: __________________________________
Title:_________________________________
Date: ________________________________
<PAGE>
PANORAMA SERIES FUND, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
OPPENHEIMERFUNDS, INC.
By its authorized officer,
By: __________________________________
Title:
Date: ________________________________
<PAGE>
SCHEDULE A
The following portfolios of Panorama Series Fund, Inc. are available for these
variable contract products:
<PAGE>
MassMutual Strategic Life 9 Contract:
Panorama LifeSpan Capital Appreciation Portfolio
Panorama LifeSpan Balanced Portfolio
Panorama LifeSpan Diversified Income Portfolio
MassMutual & MML Bay State GVUL Contracts:
Panorama Growth Portfolio
Panorama International Equity Portfolio
Panorama Total Return Portfolio
Panorama Capital Appreciation Portfolio
Panorama Balanced Portfolio
Panorama Diversified Income Portfolio
MassMutual Panorama Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
MassMutual Account A Contract:
Panorama Growth Portfolio
MassMutual Account B Contract:
Panorama Growth Portfolio
MassMutual BCVUL Contract:
Panorama Growth Portfolio
Panorama Total Return Portfolio
<PAGE>
SCHEDULE B
Portfolios of Panorama Series Fund, Inc. are available for the following
separate accounts:
Massachusetts Mutual Variable Life Separate Account I
Strategic Life 9
GVUL
MML Bay State Variable Life Separate Account I
GVUL
Connecticut Mutual Variable Life Separate Account I
BCVUL
Panorama Separate Account
Panorama
CML Variable Annuity Account A
Account A
CML Variable Annuity Account B
Account B
