<PAGE>
FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICIES
ISSUED BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Supplement dated August 30, 1999
Prospectus dated May 1, 1999
The Prospectus for the Policy is revised to change the names of two Divisions of
the Separate Account, effective as of the date of this Supplement. There are no
other changes being made at this time. This supplement replaces the Supplement
dated May 21, 1999, form number Li4009b-99.
These changes are being made in order to maintain consistency between the names
of the Divisions and the names of the investment funds in which the Divisions
invest. See page 15 of the Prospectus (reprinted herein) for more information
about the Divisions and the investment funds.
Listed below are the "old" and "new" names of the Divisions, along with the
names of the associated investment funds.
<TABLE>
<CAPTION>
Old Division Name New Division Name Investment Fund
- ----------------- ----------------- ---------------
<S> <C> <C>
Oppenheimer Capital Oppenheimer Aggressive Growth Oppenheimer Aggressive Growth
Appreciation Fund/VA
Oppenheimer Growth Oppenheimer Capital Oppenheimer Capital
Appreciation Appreciation Fund/VA
</TABLE>
The names of the investment funds listed above were previously changed to their
current names. This information was previously communicated and still appears
in the footnotes to the tables in the attached pages.
No Impact on Policy Transactions
Net Premium allocations will not be affected. Current allocations to the
Divisions that invest in the funds listed above will continue to go to the
Divisions that invest in those same funds, even though the names of the
Divisions have changed. These allocations will not change without your written
instructions.
Similarly, deductions made from the Account Value of the Policy, and all other
Policy transactions, will not be affected.
Revised Prospectus Pages
This Supplement replaces the one dated May 21, 1999. Revisions to certain pages
of the Prospectus for the Policy are as follows:
1. The fourth paragraph of Page 1 is revised to clarify the distinction between
Divisions and investment funds.
2. The footnotes on Page 5 are revised to indicate the name changes of the
Divisions.
3. The Chart footnotes on Page 17 of Section III, Investment Options, have been
revised to indicate the name changes of the Divisions. (Pages 15, 16, 18,
and 18a were reprinted without changes.)
4. The footnotes to Tables 1 and 2 in Appendix C (Pages 31 and 32) have been
revised to indicate the name changes of the Divisions. (Table 2 has been
reprinted in its entirety on Page 32; Page 32a is no longer needed.)
- --------------------------------------------------------------------------------
August 30, 1999 Li4009-99.1
<PAGE>
Flexible Premium Variable Whole Life
Insurance Policies*
Issued by Massachusetts Mutual Life Insurance Company
This Prospectus describes a life insurance policy (the "Policy") offered by
Massachusetts Mutual Life Insurance Company ("MassMutual"). While the Policy is
in force, it provides lifetime insurance protection on the Insured named in the
Policy. It pays a Death Benefit at the death of the Insured.
In this Prospectus, "you" and "your" refer to the Owner of the Policy. "We,"
"us," and "our" refer to MassMutual. "MassMutual" refers to Massachusetts
Mutual Life Insurance Company.
The Policy provides premium payment and Death Benefit flexibility. It permits
you to vary the frequency and amount of premium payments and to increase or
decrease the Death Benefit. This flexibility allows you to meet changing
insurance needs under a single insurance policy.
You may allocate Net Premiums and Account Value among the Divisions of the
Separate Account offered under this Policy and a Guaranteed Principal Account
(the "GPA"). Each Division invests in shares of a designated investment fund.
Currently, the following funds are available under this Policy.
<TABLE>
<CAPTION>
MML Trust Oppenheimer Trust Variable Insurance Products Fund II
- --------- ----------------- -----------------------------------
<S> <C> <C>
MML Equity Fund Oppenheimer Aggressive Growth Fund/VA VIP II Contrafund Portfolio
MML Managed Bond Fund Oppenheimer Global Securities Fund/VA
MML Money Market Fund Oppenheimer Capital Appreciation Fund/VA
MML Blend Fund Oppenheimer Strategic Bond Fund/VA T. Rowe Price Equity Series, Inc.
MML Equity Index Fund+ ---------------------------------
MML Small Cap Value Equity T. Rowe Price Mid-Cap Growth Portfolio+
Fund+
American Century Variable
Portfolios, Inc.
-------------------------
American Century VP Income & Growth+
</TABLE>
You bear the investment risk of any Account Value allocated to the investment
funds. The Death Benefit may vary, and the Cash Surrender Value will vary,
depending on the investment performance of the funds.
This Policy is not a deposit or obligation of, or guaranteed or endorsed by, any
financial institution. It is not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other federal agency. It is also
subject to investment risks, including loss of the principal amount invested.
We service the Policy at our Principal Administrative Office located at 1295
State Street, Springfield, Massachusetts 01111-0001. Our telephone number is
(413) 788-8411. Our Home Office is located in Springfield, Massachusetts.
This Policy provides insurance protection. It is not a way to invest in mutual
funds. Replacing an existing life insurance policy with this Policy may not be
to your advantage.
Please read this prospectus and keep it for further reference.
Neither the United States Securities and Exchange Commission nor any state
securities commission has approved this Prospectus or determined that it is
accurate or complete. Any representation to the contrary is a criminal offense.
This Prospectus is valid only when accompanied by the prospectuses for the
investment funds. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that is filed with the Commission.
This Prospectus is not an offer to sell the Policy in any jurisdiction where it
is illegal to offer the Policy or to anyone to whom it is illegal to offer the
Policy.
EFFECTIVE AUGUST 30, 1999
*Title may vary in some jurisdictions.
+These Funds will become available on or about June 21, 1999.
<PAGE>
INVESTMENT MANAGEMENT FEES
AND OTHER EXPENSES
Total fund operating expenses expressed as a percentage of average net assets
for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Total Fund
Management Other Operating
Fund Name Fees Expenses Expenses
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
MML Equity Fund 0.37% 0.00% 0.37%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Blend Fund 0.37% 0.00% 0.37%
MML Money Market Fund 0.46% 0.03% 0.49%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Small Cap Value Equity
Fund 0.39% 0.05% 0.44%
Oppenheimer Capital Appreciation
Fund/VA+ 0.72% 0.03% 0.75%
Oppenheimer Aggressive Growth
Fund/VA++ 0.69% 0.02% 0.71%
Oppenheimer Global Securities
Fund/VA 0.68% 0.06% 0.74%
Oppenheimer Strategic Bond
Fund/VA 0.74% 0.06% 0.80%
VIP II Contrafund Portfolio* 0.59% 0.07% 0.66%
T. Rowe Price Mid-Cap Growth
Portfolio 0.85% 0.00% 0.85%
American Century VP Income &
Growth N/A N/A 0.70%
- --------------------------------------------------------------------------------
</TABLE>
+The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund. Prior to
August 30, 1999, the Oppenheimer Aggressive Growth Division was called the
Oppenheimer Capital Appreciation Division.
*A portion of the brokerage commissions that Contrafund pays was used to reduce
the Other Expenses for the Fund. In addition, Contrafund, or the investment
manager on behalf of the Fund, entered into an arrangement with a Fund custodian
whereby credits realized as a result of non-invested cash balances were used to
reduce custodian expenses. Without such reductions, the Other Expenses would
have been 0.11%, increasing the Total Fund Operating Expenses to 0.70%.
Introduction 5
<PAGE>
III. Investment Options
The Guaranteed Principal Account
You may allocate some or all of the Net Premiums to the Guaranteed Principal
Account ("GPA"). You also may transfer some or all of the Account Value in the
Divisions of the Separate Account to the GPA. Neither our General Account nor
the GPA is registered under federal or state securities laws.
Amounts allocated to the GPA become part of our General Account. Our General
Account consists of all assets owned by us other than those in the Separate
Account and in our other separate accounts. Subject to applicable law, we have
sole discretion over the investment of the assets of our General Account.
We guarantee amounts allocated to the GPA in excess of any Policy Debt (which
includes accrued interest) will accrue interest daily at an effective annual
rate at least equal to 3%. For amounts in the GPA equal to any Policy Debt, the
guaranteed minimum interest rate is an effective annual rate of 3% or, if
greater, the Policy loan rate less the Loan Interest Rate Expense Charge. This
charge will not be greater than 2% per year. This rate will be paid regardless
of the actual investment experience of the GPA. In addition to the guaranteed
minimum interest rate, we will declare a calendar year guaranteed minimum rate
each December for the upcoming calendar year. The rate we credit in any calendar
year will not be lower than this calendar year guaranteed minimum rate. Although
we are not obligated to credit interest at a rate higher than the guaranteed
minimum, we may declare a higher rate.
The Separate Account
Our Board of Directors established the Separate Account on June 9, 1982, as a
separate investment account of MassMutual. The Separate Account is maintained
under the laws of the State of Massachusetts. The Separate Account is registered
with the Securities and Exchange Commission as a unit investment trust under the
provisions of the Investment Company Act of 1940. We have established a segment
within the Separate Account to receive and invest premium payments for the
Policies. We have since divided this segment into 13 Divisions. Each Division
invests in shares of a designated Fund of MML Trust, Oppenheimer Trust, Variable
Insurance Products Fund II (managed by Fidelity Management & Research Company),
T. Rowe Price Equity Series, Inc., or American Century Variable Portfolios, Inc.
We may establish additional divisions within the Segment in the future.
We own the assets in the Separate Account. We are required to maintain
sufficient assets in the Separate Account to meet anticipated obligations of the
Policies funded by the Separate Account. We credit or charge the income, gains,
or losses, realized or unrealized, of the Separate Account against the assets
held in the Separate Account. We do not take any regard of the other income,
gains, or losses of MassMutual. Assets in the Separate Account attributable to
the reserves and other liabilities under the Policies cannot be charged with
liabilities from any other business conducted by MassMutual. We may transfer to
our General Account any assets that exceed anticipated obligations of the
Separate Account.
Some of the Funds offered are generally identical to, or are "clones" of, mutual
funds offered in the retail marketplace. These "clone" funds have the same
investment objectives, policies, and portfolio managers as the retail funds and
usually were formed after the retail funds. While the clone funds generally have
identical investment objectives, policies and portfolio managers, they are
separate and distinct from the retail funds. In fact, the performance of the
clone funds may be dramatically different from the performance of the retail
funds due to differences in the funds' sizes, dates shares of stock are
purchased and sold, cash flows and expenses. Thus, while the performance of the
retail funds may be informative, you should remember that such performance is
not the performance of the funds that support the Policy. It is not an
indication of future performance of the Policy funds.
Investment Options 15
<PAGE>
The Funds
The MML Trust, Oppenheimer Trust, Variable Insurance Products Fund II, T. Rowe
Price Equity Series, Inc., and American Century Variable Portfolios, Inc., are
open-end, management investment companies registered under the Investment
Company Act of 1940 ("1940 Act"). They all provide an investment vehicle for the
separate investment accounts of variable life and variable annuity contracts
offered by companies such as MassMutual. Shares of these organizations are not
offered to the general public.
The assets of certain variable annuity separate accounts offered by MassMutual,
an affiliate, or other life insurers are invested in shares of these Funds.
Because these separate accounts are invested in the same underlying Funds, it is
possible conflicts could arise between Policy Owners and owners of the variable
annuity contracts.
The Boards of Trustees or Boards of Directors of the Funds will follow
procedures developed to determine whether conflicts have arisen. If a conflict
exists, the Boards will notify the Insurers and they will take appropriate
action to eliminate the conflicts.
We purchase the shares of each Fund for the Division at net asset value. All
dividends and capital gain distributions received from a Fund are automatically
reinvested in that Fund at net asset value, unless MassMutual, on behalf of the
Separate Account, elects otherwise. We redeem shares of the Funds at their net
asset values as needed to make payments under the Policies.
MML Trust. The MML Trust, managed by MassMutual, was organized as a
Massachusetts business trust on December 19, 1984. Six of the diversified
investment portfolios of the Trust are available under this Policy.
Oppenheimer Trust. The Oppenheimer Trust is managed by OppenheimerFunds, Inc.
The Trust consists of 10 separate funds, four of which are offered under this
Policy.
Variable Insurance Products Fund II. Variable Insurance Products Fund II
("Fidelity VIP II"), managed by Fidelity Management & Research Company ("FMR"),
was organized as a Massachusetts business trust on March 21, 1988. One of its
investment portfolios, the VIP II Contrafund Portfolio, is available under this
Policy.
T. Rowe Price Equity Series, Inc. The T. Rowe Price Equity Series, Inc. was
incorporated in Maryland in 1994. Currently, it consists of four series, each
representing a separate class of shares having different objectives and
investment policies. One of the series, the Mid-Cap Growth Portfolio, is
available under this Policy.
American Century Variable Portfolios, Inc. American Century Variable Portfolios,
Inc. is part of American Century Investments, a family of funds that includes
nearly 70 no-load mutual funds covering a variety of investment opportunities.
One of the funds, VP Income & Growth, is offered under this Policy.
Fund Profiles
Following is a chart illustrating the risk profiles of the investment options
available under this Policy, and a summary of the investment objectives of each
Fund. Please note there can be no assurance any Fund will achieve its
objectives. More detailed information concerning these investment objectives and
the Funds is contained in the accompanying prospectuses, including information
on the risks associated with the investments, the investment techniques of each
of the Funds, and the deduction of expenses applicable to each of the Funds.
16 Investment Options
<PAGE>
INVESTMENT PREFERENCE CHART*
- --------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA
VIP II Contrafund Portfolio
Oppenheimer Aggressive Growth Fund/VA++
MML Small Cap Value Equity Fund
T. Rowe Price Mid-Cap Growth Portfolio
Oppenheimer Capital Appreciation Fund/VA+
MML Equity Index Fund
American Century VP Income & Growth
MML Equity Fund
MML Blend Fund
Oppenheimer Strategic Bond Fund/VA
MML Managed Bond Fund
MML Money Market Fund
Guaranteed Principal Account
- --------------------------------------------------------------------------------
Conservative Less Conservative Moderate Aggressive More Aggressive
Conservative: Investment goal is preservation of principal, while incurring
little risk.
Less Conservative: Investment goal is primarily preservation of principal, with
some desire for growth.
Moderate: Investment goal is growth, while seeking some preservation of
principal.
Aggressive: Investment goal is growth, with more tolerance for risk.
More Aggressive: Investment goal is significant growth over the long-term, with
greater tolerance for risk.
+The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund. Prior to
August 30, 1999, the Oppenheimer Aggressive Growth Division was called the
Oppenheimer Capital Appreciation Division.
*This chart is provided by Massachusetts Mutual Life Insurance Company. It does
not necessarily reflect the opinion of the underlying fund managers.
MML Money Market Fund
MML Money Market Fund seeks to maximize current income, to preserve capital, and
to maintain liquidity by investing in money market instruments.
MML Managed Bond Fund
MML Managed Bond Fund seeks a high rate of return, consistent with capital
preservation, by investing primarily in investment grade, publicly traded, fixed
income securities.
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Strategic Bond Fund/VA is a mutual fund that seeks a high level of
current income principally derived from interest on debt securities and seeks to
enhance such income by writing covered call options on debt securities. The Fund
invests in three market sectors: debt securities of foreign government and
companies, U.S. Government securities, and lower-rated, high-yield securities of
U.S. companies.
MML Blend Fund
MML Blend Fund seeks a high total rate of return over time, consistent with
prudent investment risk and capital preservation, by investing in equity, fixed
income and money market securities.
Sub-adviser to the equity sector of the Fund is David L. Babson & Company, Inc.
MML Equity Fund
MML Equity Fund seeks to achieve a superior rate of return over time from both
capital appreciation and current income and to preserve capital by investing in
equity securities.
Sub-adviser to the Fund is David L. Babson & Company, Inc.
Investment Options 17
<PAGE>
American Century VP Income & Growth
American Century VP Income & Growth seeks long-term growth of capital as well as
current income. The Fund pursues a total return and dividend yield that exceed
those of the S&P 500 by investing in stocks of companies with strong dividend
growth potential.
MML Equity Index Fund
MML Equity Index Fund seeks 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(R)" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by the Fund. The Fund is not sponsored, endorsed,
sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies
("S&P"), or The McGraw Hill Companies, Inc. Standard & Poor's makes no
representation regarding the advisability of investing in the Fund.)
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Capital Appreciation Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing in securities of well-known established
companies. It invests mainly in equity securities.
T. Rowe Price Mid-Cap Growth Portfolio
The T. Rowe Price Mid-Cap Growth Portfolio seeks to provide long-term capital
appreciation by investing in mid-cap stocks with potential for above-average
earnings growth. T. Rowe Price defines mid-cap companies as those with market
capitalizations within the range of companies in the S&P 400 Mid-Cap Index.
MML Small Cap Value Equity Fund
The MML Small Cap Value Equity Fund seeks long-term growth of capital and income
by investing primarily in small company stocks.
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Aggressive Growth Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing in "growth-type" companies. Prior to May 1,
1998, the Fund was named Oppenheimer Capital Appreciation Fund.
VIP II Contrafund Portfolio
This Fund seeks long-term capital appreciation. It invests primarily in common
stocks. It also invests in the securities of companies whose value FMR believes
is not fully recognized by the public, in domestic and foreign issuers, and in
either "growth" stocks or "value" stocks or both.
Oppenheimer Global Securities Fund/VA
Oppenheimer Global Securities Fund/VA is a mutual fund that seeks long-term
capital appreciation by investing a substantial portion of assets in securities
of foreign issuers, "growth-type" companies, cyclical industries and special
situations, which are considered to have appreciation possibilities. It invests
in equity securities of U.S. and foreign issuers.
The Investment Advisers
MassMutual serves as investment manager of each of the MML Funds under
investment management agreements. David L. Babson & Company, Inc. ("Babson"),
which is a controlled subsidiary of MassMutual, is the investment sub-adviser to
MML Equity Fund and the Equity Sector of the MML Blend Fund. Both MassMutual and
Babson are registered investment advisers under the Investment Advisers Act of
1940.
OppenheimerFunds, Inc. ("OFI") is an investment adviser organized under the laws
of Colorado as a corporation; it was originally organized in 1959. It (including
a subsidiary) currently manages investment companies, including other
Oppenheimer funds, with assets of more than $95 billion as of December 31, 1998,
and with more than 4 million shareholder accounts. OFI is located at Two World
Trade Center, 34th Floor, New York, New York 10048-0203. OFI is owned by
Oppenheimer Acquisition Corporation, a holding company owned in part by senior
management of OFI and ultimately controlled by MassMutual. OFI serves as
investment adviser to the Oppenheimer Trust. OFI is registered as an investment
adviser under
18 Investment Options
<PAGE>
the Investment Advisers Act of 1940. OFI serves as Investment Adviser to the
Oppenheimer Funds.
Citibank N.A., with its home office located at 111 Wall Street, New York, NY
10005, acts as custodian for the MML Trust. Bank of New York, with its home
office at One Wall Street, New York, NY 10015, acts as custodian for the
Oppenheimer Trust.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies, certain
wholly owned subsidiaries of MassMutual, and various employee benefit plans.
Fidelity Management & Research Company ("FMR") is the investment adviser to the
VIP II Contrafund Portfolio. FMR is the management arm of Fidelity
Investments(R), which was established in 1946. Fidelity Investments(R) has its
principal business address at 82 Devonshire Street, Boston, Massachusetts. FMR
handles the VIP II Contrafund business affairs and, with the assistance of
affiliates, chooses the Fund's investments. Fidelity Management & Research
(U.K.) Inc., in London, England, and Fidelity Management & Research (Far East),
Inc., serve as sub-advisers for the VIP II Contrafund Portfolio.
T. Rowe Price Associates, Inc., ("T. Rowe Price"), is the investment adviser to
the T. Rowe Price Mid-Cap Growth Portfolio. T. Rowe Price was founded in 1937.
The T. Rowe Price Equity Series, Inc., (the "Corporation"), was incorporated in
Maryland in 1994, and is a diversified, open-end investment company. The
Corporation is governed by a Board of Directors that meets regularly to review
the Fund's investments, performance, expenses, and other business affairs. The
policy of the Corporation is that a majority of Board members will be
independent of T. Rowe Price.
American Century Investment Management, Inc., is the investment adviser to the
American Century VP Income & Growth Fund. Under the laws of the state of
Maryland, the Board of Directors is responsible for managing the business and
affairs of the Fund. Acting under an investment management agreement entered
into with the Fund, American Century Investment Management, Inc., serves as the
manager of the Fund. Its principal place of business is American Century Tower,
4500 Main Street, Kansas City, Missouri. The manager has been providing
investment advisory services to investment companies and institutional investors
since it was founded in 1958.
18a Investment Options
<PAGE>
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Since
Fund Inception 15 Years 10 Years 5 Years 1 Year
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MML Equity 14.84% 15.76% 16.39% 19.66% 16.20%
MML Managed Bond 10.24% 10.16% 9.19% 7.07% 8.14%
MML Blend 13.67% --- 13.70% 14.60% 13.56%
MML Money Market 6.66% 6.16% 5.41% 4.95% 5.16%
MML Equity Index 31.03% --- --- --- 28.22%
MML Small Cap Value Equity (23.88%) --- --- --- (23.88%)*
Oppenheimer Capital Appreciation+ 16.03% --- 16.85% 22.10% 24.00%
Oppenheimer Aggressive
Growth++ 15.07% --- 16.12% 13.06% 12.36%
Oppenheimer Global Securities 12.49% --- --- 9.67% 14.11%
Oppenheimer Strategic Bond 6.79% --- --- 6.83% 2.90%
VIP II Contrafund Portfolio 28.62% --- --- --- 29.98%
T. Rowe Price Mid-Cap Growth Portfolio 20.43% --- --- --- 22.08%
American Century VP Income & Growth 30.68% --- --- --- 26.87%
- --------------------------------------------------------------------------------------------------------------
</TABLE>
The figures in this Table do not reflect any charges at the Separate Account
or Policy level.
+The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund. Prior to
August 30, 1999, the Oppenheimer Aggressive Growth Division was called the
Oppenheimer Capital Appreciation Division.
*Since inception.
<TABLE>
<CAPTION>
Dates of inception:
<S> <C>
MML Equity Fund - 9/15/71 Oppenheimer Capital Appreciation Fund/VA - 4/3/85
MML Managed Bond Fund - 12/16/81 Oppenheimer Aggressive Growth Fund/VA - 8/15/86
MML Money Market Fund - 12/16/81 Oppenheimer Global Securities Fund/VA - 11/12/90
MML Blend Fund - 2/3/84 Oppenheimer Strategic Bond Fund/VA - 5/3/93
MML Equity Index Fund - 5/1/97 VIP II Contrafund Portfolio - 1/3/95
MML Small Cap Value Equity Fund - 6/1/98 T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century VP Income & Growth - 10/30/97
</TABLE>
Appendix C 31
<PAGE>
TABLE 2
ONE YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
MML MML Small Oppenheimer
Year Managed MML Money MML Equity Cap Value Capital
Ended MML Equity Bond MML Blend Market Index Equity Appreciation+
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1998 16.20% 8.14% 13.56% 5.16% 28.22% (23.88%)* 24.00%
1997 28.59% 9.91% 20.89% 5.18% 21.93%* --- 26.69%
1996 20.25% 3.25% 13.95% 5.01% --- --- 25.20%
1995 31.13% 19.14% 23.28% 5.58% --- --- 36.66%
1994 4.10% (3.76%) 2.48% 3.84% --- --- 0.97%
1993 9.52% 11.81% 9.70% 2.75% --- --- 7.25%
1992 10.48% 7.31% 9.36% 3.48% --- --- 14.53%
1991 25.56% 16.66% 24.00% 6.01% --- --- 25.54%
1990 (0.51%) 8.38% 2.37% 8.12% --- --- (8.21%)
1989 23.04% 12.83% 19.96% 9.16% --- --- 23.59%
1988 16.68% 7.13% 13.40% 7.39% --- --- 22.09%
1987 2.10% 2.60% 3.12% 6.49% --- --- 3.31%
1986 20.15% 14.46% 18.30% 6.60% --- --- 17.76%
1985 30.54% 19.94% 24.88% 8.03% --- --- 9.50%*
1984 5.40% 11.69% 8.24%* 10.39% --- --- ---
1983 22.85% 7.26% --- 8.97% --- --- ---
1982 25.67%** 22.79%* --- 11.12%* --- --- ---
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
American
Oppenheimer Oppenheimer VIP II T. Rowe Price Century
Year Aggressive Global Oppenheimer Contrafund Mid Cap Growth VP Income &
Ended Growth++ Securities Strategic Bond Portfolio Portfolio Growth
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1998 12.36% 14.11% 2.90% 29.98% 22.08% 26.87%
1997 11.67% 22.42% 8.71% 24.14% 18.80%* 7.8%*
1996 20.23% 17.80% 12.07% 21.22% -- --
1995 32.52% 2.24% 15.33% 39.72%* -- --
1994 (7.59%) (5.72%) (3.78%) -- -- --
1993 27.32% 70.32% 4.25%* -- -- --
1992 15.42% (7.11%) -- -- -- --
1991 54.72% 3.39% -- -- -- --
1990 (16.82%) 0.40%* -- -- -- --
1989 27.57% -- -- -- -- --
1988 13.41% -- -- -- -- --
1987 14.34% -- -- -- -- --
1986 (1.65%)* -- -- -- -- --
1985 -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------
</TABLE>
The figures in this Table do not reflect any charges at the Separate Account or
Policy level.
+The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund. Prior to
August 30, 1999, the Oppenheimer Aggressive Growth Division was called the
Oppenheimer Capital Appreciation Division.
*Since inception.
** Performance for the MML Equity Fund for years 1981 through 1974: 6.67%,
27.62%, 19.54%, 3.71%, (0.52%), 24.77%, 32.85%, (17.61%). Performance for the
MML Equity Fund prior to 1974 is not available.
<TABLE>
<CAPTION>
Dates of inception:
<S> <C>
MML Equity Fund - 9/15/71 Oppenheimer Capital Appreciation Fund/VA - 4/3/85
MML Managed Bond Fund - 12/16/81 Oppenheimer Aggressive Growth Fund/VA - 8/15/86
MML Money Market Fund - 12/16/81 Oppenheimer Global Securities Fund/VA - 11/12/90
MML Blend Fund - 2/3/84 Oppenheimer Strategic Bond Fund/VA - 5/3/93
MML Equity Index Fund - 5/1/97 VIP II Contrafund Portfolio - 1/3/95
MML Small Cap Value Equity Fund - 6/1/98 T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century VP Income & Growth - 10/30/97
</TABLE>
32 Appendix C
