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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM N-8B-2
POST EFFECTIVE AMENDMENT
NUMBER 1
TO
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Dated June 28, 1996
Pursuant to Section 8(b) of the Investment Company Act of 1940
CONNECTICUT MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
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(Name of Unit Investment Trust)
1295 State Street
Springfield, Massachusetts 01111
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(Address of Principal 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
1. (a) FURNISH NAME OF THE TRUST AND THE INTERNAL REVENUE SERVICE
EMPLOYER IDENTIFICATION NUMBER.
The trust is the Connecticut 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
TRUST.
The securities are individual flexible payment variable life
insurance policies (the "Policies").
2. FURNISH NAME AND PRINCIPAL BUSINESS ADDRESS AND ZIP CODE AND THE
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
DEPOSITOR OF THE TRUST.
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
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
CUSTODIAN OR TRUSTEE OF THE TRUST INDICATING FOR WHICH CLASS OR SERIES
OF SECURITIES EACH CUSTODIAN OR TRUSTEE IS ACTING.
The Company will hold in its own custody all of the securities.
4. FURNISH NAME AND PRINCIPAL BUSINESS ADDRESS AND ZIP CODE AND THE
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING SECURITIES OF THE TRUST.
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:
MML Investors Services, Inc.
1414 Main Street
Springfield, Massachusetts 01111
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FEIN: 04-2746212
5. FURNISH NAME OF STATE OR OTHER SOVEREIGN POWER, THE LAWS OF WHICH
GOVERN WITH RESPECT TO THE ORGANIZATION OF THE TRUST.
Massachusetts.
6. (a) FURNISH THE DATES OF EXECUTION AND TERMINATION OF AGREEMENT
CURRENTLY IN EFFECT UNDER THE TERMS OF WHICH THE TRUST WAS
ORGANIZED AND ISSUED OR PROPOSES TO ISSUE SECURITIES.
The Variable Account was established under Connecticut law
pursuant to authorization by the Board of Directors of the
Company on March 3, 1994. This authorization allows the
executive officers of the Company to amend or terminate the
Variable Account. The Variable Account will continue until
amended, and until such time, the Policies will be issued
pursuant to the executive directive establishing the Variable
Account.
(b) FURNISH THE DATES OF EXECUTION AND TERMINATION OF ANY INDENTURE
OR AGREEMENT CURRENTLY IN EFFECT PURSUANT TO WHICH THE PROCEEDS
OF PAYMENTS ON SECURITIES ISSUED OR TO BE ISSUED BY THE TRUST ARE
HELD BY THE CUSTODIAN OR TRUSTEE.
None.
7. FURNISH IN CHRONOLOGICAL ORDER THE FOLLOWING INFORMATION WITH RESPECT
TO EACH CHANGE OF NAME OF THE TRUST SINCE JANUARY 1, 1930. IF THE
NAME HAS NEVER BEEN CHANGED, SO STATE.
The name of the Variable Account has never been changed.
8. STATE THE DATE ON WHICH THE FISCAL YEAR OF THE TRUST ENDS.
December 31.
MATERIAL LITIGATION
9. FURNISH A DESCRIPTION OF ANY PENDING LEGAL PROCEEDINGS, MATERIAL WITH
RESPECT TO THE SECURITY HOLDERS OF THE TRUST BY REASON OF THE NATURE
OF THE CLAIM OR THE AMOUNT THEREOF, TO WHICH THE TRUST, THE DEPOSITOR,
OR THE PRINCIPAL UNDERWRITER IS A PARTY OR OF WHICH THE ASSETS OF THE
TRUST ARE THE SUBJECT, INCLUDING THE SUBSTANCE OF THE CLAIMS INVOLVED
IN SUCH PROCEEDING AND THE TITLE OF THE PROCEEDING. FURNISH A SIMILAR
STATEMENT WITH RESPECT TO ANY PENDING ADMINISTRATIVE PROCEEDING
COMMENCED BY A GOVERNMENTAL AUTHORITY OR ANY SUCH PROCEEDING OR LEGAL
PROCEEDING KNOWN TO BE CONTEMPLATED BY A GOVERNMENTAL AUTHORITY.
INCLUDE ANY PROCEEDINGS WHICH, ALTHOUGH IMMATERIAL ITSELF, IS
REPRESENTATIVE OF, OR ONE OF, A GROUP WHICH IN THE AGGREGATE IS
MATERIAL.
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
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS
OF HOLDERS.
10. FURNISH A BRIEF STATEMENT WITH RESPECT TO THE FOLLOWING MATTERS FOR
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.
The Policies are variable life insurance policies and, as such,
are "registered" in the name of the Policyowner and the records
concerning the Policyowner are maintained by or on behalf of the
Company.
(b) WHETHER THE SECURITIES ARE OF THE CUMULATIVE OR DISTRIBUTIVE
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
REDEMPTION.
A Policy may be surrendered at any time, subject to the possible
imposition of a contingent deferred administrative charge and a
contingent deferred sales charge. See Item 13(a) "Surrender
Charge" and Item 17(a) "Surrender."
After the first Policy year, partial withdrawals in a minimum
amount of $500 may be made from the Policy value at any time
upon written request filed at the Company's Service Center. A
transaction charge, which is the smaller of 2% of the amount
withdrawn or $25.00, will be assessed in all cases. A partial
withdrawal charge may also be deducted. The partial withdrawal
charge will not exceed the surrender charge, and the outstanding
surrender charge will be reduced by the amount of the partial
withdrawal charges. See Item 13(a) "Charges on Partial
Withdrawal" and Item 17(a) "Partial Withdrawal."
(d) THE RIGHTS OF SECURITY HOLDERS WITH RESPECT TO CONVERSION,
TRANSFER, PARTIAL-REDEMPTION, AND SIMILAR MATTERS.
TRANSFER - The Policies permit Net Premiums to be allocated
either to the Company's General Account or to the Sub-Accounts of
the Variable Account. Each Sub-Account invests exclusively in an
investment portfolio ("Underlying Fund") of the Panorama Series
Fund, Inc. (the "Series Fund"), managed by OppenheimerFunds, Inc.
("OFI"), Oppenheimer Variable Account Funds (the "Oppenheimer
Funds"), also managed by OFI, or the Variable Insurance Products
Fund ("VIPF"), managed by Fidelity Management and Research
Company ("Fidelity Management"). Subject to the consent of the
Company, the Policyowner may transfer amounts among all of the
Sub-Accounts and between the Sub-Accounts and the General
Account, subject to certain restrictions. The transfer
privilege is subject to the following limitations:
(1) Each transfer must involve a minimum of $500, or the entire
amount in a Sub-Account, if less.
(2) If the transfer would reduce the Policy value in the
Sub-Account from which the transfer is to be made to less
than $500, the Company reserves the right to include such
remaining Policy value in the amount transferred.
(3) Transfers to any Sub-Account from the General Account are
permitted only if:
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(a) There has been at least a one hundred eighty (180) day
period since the last transfer from the General
Account; and
(b) The amount transferred from the General Account each
time may not exceed the lesser of $100,000 or 10% of
the Policy value on the date of transfer. However, a
Policyowner will always be permitted to transfer at
least $500.
Transfers among Sub-Accounts are not subject to the restrictions
in (3) above. Transfers as a result of a Policy loan or
repayment, or in exercise of the conversion privilege, are not
subject to these rules.
CONVERSION PRIVILEGE - During the first 24 Policy months after
the date of issue, subject to certain restrictions, the
Policyowner may convert the Policy to a flexible premium fixed
Policy by transferring all Policy value in the Sub-Accounts to
the General Account and by simultaneously changing the allocation
of future premiums to the General Account. A similar conversion
privilege is in effect for 24 Policy months after the date of an
increase in face amount, under which the Policyowner may convert
by transferring all or part of Policy value in the Sub-Accounts
to the General Account and by simultaneously changing the
allocation of all or part of future premiums to the General
Account.
FREE LOOK PRIVILEGE - The Policy provides for an initial Free
Look Period. The Policyowner may cancel the Policy until the
latest of (a) 45 days after the application for the Policy is
signed, (b) 10 days after the Policyowner receives the Policy,
and (c) 10 days after the Company mails or personally delivers a
notice of withdrawal rights to the Policyowner. Upon returning
the Policy, the Policyowner will be sent within 7 days a refund
equal to the sum of (1) the difference between any payments made,
including fees or other charges, and any amounts allocated to the
Variable Account; (2) the value of the amounts allocated to the
Variable Account on the date the returned Policy is received at
the Company; and (3) any fees or charges imposed on the amounts
allocated to the Variable Account. Where required by state
insurance laws, the Company will refund the entire premiums paid,
in lieu of the above. The refund of any premium paid by check,
however, may be delayed until the check has cleared the
Policyowner's bank.
A free look privilege also applies following a requested increase
in face amount. The Policyowner has the right to cancel the
increase before the latest of (a) 45 days after the application
for the increase is signed, (b) 10 days after receipt of the new
specification pages issued for the increase, and (c) 10 days
after the Company mails or delivers a notice of withdrawal
rights. Upon canceling the increase, the Policyowner will
receive a credit to the Policy value of charges which would not
have been deducted but for the increase. The amount to be
credited will be refunded if the Policyowner so requests. The
Company will also waive any surrender charge calculated for the
increase.
The Policyowner may make surrenders and partial withdrawals as
described in Items 10(c), 13(a) and 17(a).
(e) IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES
THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENTS
WITH RESPECT TO LAPSES OR DEFAULTS BY SECURITY HOLDERS IN MAKING
PRINCIPAL PAYMENTS, AND WITH RESPECT TO REINSTATEMENT.
CONTRACT LAPSE AND REINSTATEMENT - The failure to make premium
payments will not itself cause a Policy to lapse unless: (1) the
surrender value is insufficient to cover the next monthly
deduction for cost of insurance, rider benefits and $5
administrative charge ("Monthly Deduction"), plus loan interest
accrued, or (2) Policy debt ("Debt") exceeds the Policy value
less
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surrender charges. If the Policy becomes in default because
of (1) or (2), above, the Policyowner will have a 62-day grace
period to make sufficient payment to prevent termination. Except
for the situation described in (2), above, if, during the first
48 months after the date of issue or the effective date of an
increase in face amount, payment is made to the Company of a net
amount at least equal to the sum of minimum monthly factors (a
monthly premium amount calculated as the monthly average cost of
the expected charges under the Policy) for the number of months
the Policy, increase or Policy change which causes a change in
the minimum monthly factor has been in force, the Policy will not
lapse during the period. A Policy change which causes a change
in the minimum monthly factor is a change in the face amount or
the addition or deletion of a rider. Subject to certain
conditions (including evidence of insurability satisfactory to
the Company and the payment of sufficient net premium, a Policy
may be reinstated at any time within three years after the
expiration of the grace period and before the final premium
payment date. See Item 17(c) for a more detailed description of
these rights.
(f) THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENTS
WITH RESPECT TO VOTING RIGHTS, TOGETHER WITH THE NAMES OF ANY
PERSONS OTHER THAN SECURITY HOLDERS GIVEN THE RIGHT TO EXERCISE
VOTING RIGHTS PERTAINING TO THE TRUST'S SECURITIES OR THE
UNDERLYING SECURITIES AND THE RELATIONSHIP OF SUCH PERSONS TO THE
TRUST.
To the extent required by law, the Company will vote shares held
by each Sub-Account in accordance with instructions received from
the Policyowners with Policy value in such Sub-Account. Each
person having a voting interest will be provided with proxy
materials together with an appropriate form with which to give
voting instructions to the Company. Shares held in each
Sub-Account for which no timely instructions are received will be
voted in proportion to the instructions received from all persons
with an interest in the Sub-Account furnishing instructions to
the Company with respect to the Underlying Funds. The Company
will also vote shares held in the Variable Account that it owns
and which are not attributable to the Policies in the same
proportion.
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
Sub-Account deemed attributable to each Policyowner is determined
by dividing Policy value in the Sub-Account, if any, by the net
asset value of one share in the corresponding Underlying Fund in
which the assets of the Sub-Account 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 advisory 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, 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.
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 Sub-Accounts of the
Variable Account or that the Sub-Accounts of the Variable
Account 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 or the affected Sub-Account, 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 Policy interest in a Sub-Account
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
Sub-Accounts 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 Sub-Accounts or
eliminate one or more Sub-Accounts if marketing needs, tax
considerations or investment conditions warrant. Any new
Sub-Accounts 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 Sub-Account(s) 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 Sub-Accounts or
other separate accounts of the Company.
(2) THE TERMS AND CONDITIONS OF THE SECURITIES ISSUED BY THE
TRUST.
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.
No notice to or consent from Policyowners is required for
any change in the Company's executive directive, authorized
by the Board of Directors, which established the Variable
Account.
(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
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
ACTION TO BE TAKEN CONCERNING ANY CHANGE IN:
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(1) THE COMPOSITION OF THE ASSETS OF THE TRUST.
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
TRUST.
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.
No consent is required.
(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
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
OR ANY OTHER PRINCIPAL RIGHT, PRIVILEGE OR OBLIGATION NOT COVERED
BY SUBDIVISIONS (A) TO (G) OR BY ANY OTHER ITEM IN THIS FORM.
(1) PREMIUM PAYMENTS - SEE Items 14 and 15.
(2) DEATH PROCEEDS - As long as the Policy remains in force, the
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 due proof of the Insured's death, 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 1 or Option 2, whichever is elected and in effect on
the date of death; plus (b) any additional insurance on the
Insured's life that is provided by rider; minus (c) any
outstanding Debt, any partial withdrawals and partial
withdrawal charges, and any Monthly Deductions due and
unpaid through the Policy month in which the Insured dies.
The amount of Death Proceeds payable will be determined as
of the date of the Company's receipt of due proof of the
Insured's death.
The Policy provides two Sum Insured Options: Option 1 and
Option 2, as described below. The Policyowner designates
the desired Sum Insured Option in the application. The
Policyowner may change the Option 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 the monthly
payment date on or following the date of receipt of the
request.
Under Option 1, the Sum Insured is equal to the greater of
the face amount of insurance or the Guideline Minimum Sum
Insured.
Under Option 2, the Sum Insured is equal to the greater of
the face amount of insurance plus the Policy value or the
Guideline Minimum Sum Insured.
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The Guideline Minimum Sum Insured is equal to a percentage
of the Policy value as set forth in the Policy. The
Guideline Minimum Sum Insured 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
46(a).
(4) LOAN PROVISIONS. SEE Item 21.
(5) PAYMENT OPTIONS - Upon written request, the surrender value
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 $5,000. The periodic payments for
any one payee must be at least $50.
(6) OPTIONAL INSURANCE BENEFIT - Subject to certain
requirements, one or more of the following additional
insurance benefits may be added by rider: Disability Benefit
Rider, Guaranteed Insurability Rider, Other Insured Rider,
Transfer of Insured Rider, and Living Benefits 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
11. DESCRIBE BRIEFLY THE KIND OR TYPE OF SECURITIES COMPRISING THE UNIT OF
SPECIFIED SECURITIES IN WHICH SECURITY HOLDERS HAVE AN INTEREST.
The Policies permit net premiums to be allocated either to the
Company's General Account or to the Variable Account. The Variable
Account is currently comprised of 6 investment divisions
("Sub-Accounts"). Each Sub-Account invests exclusively in a
corresponding Underlying Fund of the Series Fund, Oppenheimer Fund or
VIPF, which are no-load, open-end, diversified series management
investment companies. The Series Fund currently offers to the
Policies two different investment portfolios (each a "Series"). The
Oppenheimer Fund currently offers to the Policies one investment
portfolio ("Fund"). VIPF currently offers to the Policies three
different investment portfolios (each a "Portfolio"). Each of the
Underlying Funds operates pursuant to different investment objectives,
which are summarized below:
TOTAL RETURN PORTFOLIO - The Total Return Series of the Series Fund
seeks to maximize the total investment return (including capital
appreciation and income) by
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allocating its assets among stocks, corporate bonds, securities
issued by the U.S. Government and its instrumentalities, and money
market instruments according to changing market conditions.
GROWTH PORTFOLIO - The Growth Series of the Series Fund seeks to
achieve long-term growth of capital by investing in common stocks with
low price-earnings ratios and better than anticipated earnings.
BOND FUND - The Bond Fund of the Oppenheimer Fund primarily seeks a
high level of current income from investment in high yield fixed-
income securities rated "Baa" or better by Moody's or "BBB" or better
by Standard and Poor's. Secondarily, this Portfolio seeks capital
growth when consistent with its primary objective.
MONEY MARKET PORTFOLIO - The Money Market Portfolio of VIPF is
invested in a diversified portfolio of high-quality, short-term debt
instruments with the objective of obtaining maximum current income
consistent with the preservation of capital and liquidity.
HIGH INCOME PORTFOLIO - The High Income Portfolio of VIPF seeks to
obtain a high level of current income by investing primarily in
high-yielding, lower-rated fixed-income securities (commonly referred
to as "junk bonds"), while also considering growth of capital. These
securities are often considered to be speculative and involve greater
risk of default or price changes than securities assigned a high
quality rating.
OVERSEAS PORTFOLIO -The Overseas Portfolio of VIPF seeks long-term
growth of capital primarily through investments in foreign securities
and provides a means for aggressive investors to diversify their own
portfolios by participating in companies and economies outside of the
United States.
12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment
company, furnish information for each such company:
(a) Name of Company.
The Sub-Accounts of the Variable Account invest in one of the
Underlying Funds of the Panorama Series Fund, Inc. ("the Series
Fund"), managed by OFI, Oppenheimer Variable Account Funds (the
"Oppenheimer Fund"), also managed by OFI, and Variable Insurance
Products Fund ("VIPF"), managed by Fidelity Management.
(b) NAME AND PRINCIPAL ADDRESS OF DEPOSITOR:
OppenheimerFunds, Inc. is the depositor of the Series Fund.
OppenheimerFunds, Inc. is the depositor of the Oppenheimer Fund.
Fidelity Investments, 82 Devonshire Street, Boston, MA is the
depositor of VIPF.
(c) NAME AND PRINCIPAL BUSINESS ADDRESS OF TRUSTEE OR CUSTODIAN:
State Street Bank and Trust Company, State Street, Boston,
Massachusetts is the Custodian of the assets of the Series Fund.
The Bank of New York, One Wall Street, New York, New York, is the
Custodian of the assets of the Oppenheimer Fund.
Shawmut Bank of Boston, N.A., One Federal Street, Boston, MA is
the Custodian of the assets of VIPF.
(d) NAME AND PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL UNDERWRITER:
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There is no principal underwriter for either the Series Fund or
the Oppenheimer Fund.
The principal underwriter of VIPF is Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, MA.
(e) THE PERIOD DURING WHICH THE SECURITIES OF SUCH COMPANY HAVE BEEN
THE UNDERLYING SECURITIES:
Shares of the Oppenheimer Fund's Bond Fund have been offered as
the underlying securities of the Policies as of May 1, 1996. The
remaining Underlying Funds have been continuously purchased by
the Variable Account ever since the Variable Account's
registration statement had been declared effective under the
Securities Act of 1933.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO EACH LOAD, FEE,
EXPENSE OR CHARGE TO WHICH (1) PRINCIPAL PAYMENTS; (2) UNDERLYING
SECURITIES; (3) DISTRIBUTIONS; (4) CUMULATED OR REINVESTED
DISTRIBUTIONS OR INCOME; AND (5) REDEEMED OR LIQUIDATED ASSETS OF
THE TRUST'S SECURITIES ARE SUBJECT:
(A) THE NATURE OF SUCH LOAD, FEE, EXPENSE OR CHARGE;
(B) THE AMOUNT THEREOF;
(C) THE NAME OF THE PERSON TO WHOM SUCH AMOUNTS ARE PAID AND HIS
RELATIONSHIP TO THE TRUST; and
(D) THE NATURE OF THE SERVICES PERFORMED BY SUCH PERSON IN
CONSIDERATION FOR SUCH LOAD, FEE, EXPENSE OR CHARGE.
(1) UNDER THE POLICIES
TAX EXPENSE CHARGE - A charge of 3.5% of each premium will
be deducted to compensate the Company for premium taxes
imposed by various states and local jurisdictions and 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 a charge for administrative
expenses. Monthly charges will be deducted from a
particular Sub-Account in accordance with instructions
received from the Policyowner. If no allocation is made by
the Policyowner, charges will be deducted pro rata according
to the Policy value in the accounts.
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 in face
amount, and for any benefits provided by rider.
If the Policyowner selected Sum Insured Option 2, 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. If the Policyowner
selected Sum Insured Option 1, however, the applicable cost
of insurance rate will be multiplied by the initial face
amount less the Policy value (minus charges for rider
benefits) at the beginning of the Policy month.
If Sum Insured Option 2 is selected, the monthly insurance
charge for each increase in face amount (other than an
increase caused by a change in Sum Insured Option) will be
equal to the cost of insurance rate applicable to that
increase multiplied by the increase in face
<PAGE>
amount. If Sum Insured Option I 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 at the beginning of the Policy month.
If the Guideline Minimum Sum Insured is in effect under
either Option, monthly cost of insurance charge will also be
calculated for that portion of the Sum Insured which exceeds
the current face amount. This charge will be calculated by
multiplying the cost of insurance rate applicable to the
initial face amount times the Guideline Minimum Sum Insured
(Policy value times the applicable percentage) less the
greater of the face amount or the Policy value if the
Policyowner selected Sum Insured Option 1, or less the face
amount plus the Policy value if the Policyowner selected Sum
Insured Option 2. When the Guideline Minimum Sum Insured is
in effect, the cost of insurance charge for the initial face
amount and for any increases will be calculated as set forth
in the preceding two paragraphs.
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 insurance principles of
pooling and distribution of mortality risks is based on the
assumption that each Policyowner pays a cost of insurance
charge commensurate with the Insured's mortality risk.
Cost of insurance rates are actually based on the sex (male,
female, or unisex), age and premium class of the Insured at
the date of issue, the effective date of an increase or date
of rider, as applicable. The cost of insurance rates are
determined at the beginning of each Policy year for the
initial 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 based on the 1980 Commissioners
Standard Ordinary Mortality Tables and the Insured's sex and
age. The Tables used for this purpose set forth different
mortality estimates for males and females and for smokers
and non-smokers. Any change in the cost of insurance rates
will apply to all persons of the same insuring age, sex, and
premium 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. If the Company places an Insured into a
standard premium class, the cost of insurance will be higher
than that of a premium class with a lower mortality risk,
and lower than that of a premium class with a higher
mortality risk.
The monthly administrative charge is $5 per month.
TRANSFER CHARGES - The first six transfers in a Policy year
will be free of charge. Thereafter, a transfer charge of
$10 will be imposed by the Company for each transfer
request. The Company reserves the right to increase the
charge, but it will never exceed $25.00. The Company also
reserves the right to change the number of free transfers
allowed in a Policy year.
CHARGE FOR INCREASE IN FACE AMOUNT - For each increase in
face amount, a transaction charge of $50 will be deducted
from Policy value by the Company for administrative costs.
This charge is guaranteed not to increase and the Company
does not expect to make a profit on this charge.
<PAGE>
SURRENDER CHARGE - A Surrender Charge is calculated upon
issuance of the Policy and upon each increase in face
amount.
The maximum surrender charge calculated upon issuance of the
Policy is equal to $8.50 per thousand dollars of the initial
face amount plus a percentage of the Guideline Annual
Premium varying by issue age from 81.375% to 46.5%. The
maximum surrender charge remains level for the first 40
Policy months and reduces by 0.5% or more per month
thereafter, depending on issue age. During the first two
Policy years following the date of issue, if the Policyowner
surrenders the Policy before making premium payments with
respect to the initial face amount which are at least equal
to the Guideline Annual Premium, the actual surrender charge
imposed will be the lesser of either the maximum surrender
charge or the sum of $8.50 per thousand dollars of initial
face amount (to cover administrative expense) plus 30% of
premiums paid (for sales load) up to the Guideline Annual
Premium and 9% of the excess, if any, as provided in Rule
6e-3(T) of the 1940 Act.
A separate surrender charge is calculated for each increase
in face amount. The maximum surrender charge for the
increase is $8.50 per thousand dollars of increase, plus a
percentage of the Guideline Annual Premium for the increase,
varying by issue age from 81.375% to 46.5%. This maximum
surrender charge remains level for the first 40 Policy
months following the increase and reduces by 0.5% or more
per month thereafter (depending on issue age). During the
first two Policy years following an increase in face amount,
the actual surrender charge with respect to the increase is
the lesser of either the maximum surrender charge or the sum
of (a) $8.50 per thousand dollars of increase in face amount
(for administrative expenses), plus (b) 30% of the Policy
value associated with the increase in face amount on the
date of increase (sales load), plus (c) 30% of premiums paid
which are associated with the increase in face amount (sales
load) up to the Guideline Annual Premium and 9% of the
excess, if any, as provided in Rule 6e-3(T) of the 1940 Act.
For purposes of calculating actual surrender charges,
premiums and Policy value will be allocated to the initial
face amount and each subsequent increase in face amount
according to the ratio of their respective Guideline Annual
Premiums.
The surrender charge is only imposed: (1) if the Policyowner
requests a full surrender or partial withdrawal from the
Policy value, or (2) by a decrease in face amount. The
duration of the surrender charge is 15 years from date of
issue or from the effective date of any increase in the face
amount for issue ages 0 through 50, grading down to 10 years
for issue ages 55 and above.
In the event of a decrease, the surrender charge deducted is
a fraction of the charge that would apply to a full
surrender of the Policy. The fraction will be determined by
dividing the amount of the decrease by the current face
amount and multiplying the result by the surrender charge.
If more than one surrender charge is in effect (i.e.,
pursuant to one or more increases in the face amount of a
Policy), the surrender charge will be applied in the
following order: (1) the most recent increase, followed by
(2) the next most recent increases successively, and (3) the
initial face amount. Where a decrease causes a partial
reduction in an increase or in the initial face amount, a
proportionate share of the surrender charge for that
increase or for the initial face amount will be deducted.
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.
<PAGE>
A partial withdrawal charge may also be imposed upon a
partial withdrawal. For each partial withdrawal the
Policyowner may withdraw an amount equal to 10% of the
Policy value on the date the written withdrawal request is
received by the Company less the total of any prior
withdrawals in that Policy year which were not subject to
the partial withdrawal charge, without incurring a partial
withdrawal charge. Any partial withdrawal in excess of this
amount ("excess withdrawal") will be subject to the partial
withdrawal charge. The partial withdrawal charge is equal
to 5% of the excess withdrawal up to the amount of the
surrender charge(s) on the date of withdrawal. There will
be no partial withdrawal charge if there is no surrender
charge on the date of withdrawal (i.e., 12 years have passed
from the date of issue and from the effective date of any
increase in the face amount).
The Policy's outstanding surrender charge will be reduced by
the amount of the partial withdrawal charge deducted. The
partial withdrawal charge deducted will decrease existing
surrender charges in the following order:
- first, the surrender charge for the most recent
increase in face amount;
- second, the surrender charges for the next most recent
increases successively; and
- last, the surrender charge for the initial face amount.
CHARGES AGAINST THE VARIABLE ACCOUNT - A daily charge
equivalent to an annual rate of 1.15% of the average daily
net asset value of each Sub-Account of the Variable Account
is imposed to compensate the Company for its assumption of
certain mortality and expense risks and for administrative
costs associated with the Variable Account. The rate is
0.90% for the mortality and expense risk charge (guaranteed
not to exceed 1.275%) and 0.25% for the Variable Account
administrative charge, which administrative charge is
eliminated after the tenth Policy year.
No charges are currently made against the Sub-Accounts for
federal or state income taxes. Should the Company determine
that taxes will be imposed, the Company may make deductions
from the Sub-Account to pay such taxes. The imposition of
such taxes would result in a reduction of the Policy value
in the Sub-Accounts.
(2) UNDERLYING SECURITIES
THE SERIES FUND
The Directors of the Series 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 Trust.
The Management Agreement with the Series 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 Series of the Series Fund. Currently, the
Variable Account does not invest in any Series under which
OFI has engaged a Sub-Adviser.
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
Series as follows:
<PAGE>
SERIES NET ASSET VALUE RATE
TOTAL RETURN FIRST $600 MILLION 0.625%
MORE THAN $600 0.450%
MILLION
GROWTH FIRST $300 MILLION 0.625%
NEXT $100 MILLION 0.500%
MORE THAN $400
MILLION 0.450%
OPPENHEIMER FUND
FOR PROVIDING ITS SERVICES UNDER THE INVESTMENT ADVISORY AGREEMENT, THE
MANAGER OF THE BOND FUND RECEIVES A MONTHLY FEE, COMPUTED DAILY AT AN ANNUAL
RATE BASED ON THE AVERAGE DAILY NET ASSET VALUE OF THE BOND FUND AS FOLLOWS:
FUND NET ASSET VALUE RATE
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%
VIPF
For managing investments and business affairs, each Portfolio of VIPF pays a
monthly fee to the Fidelity Management & Research Company ("Fidelity
Management").
The Money Market Portfolio's management fee is (a) the sum of a group fee
rate and an individual fund fee rate of 0.03%, and (b) the addition of an
income component of 6% of the Portfolio's gross income in excess of a 5%
annual yield. The result is multiplied by the Portfolio's average net assets.
The group fee rate, which is based on the average net assets of all of the
mutual funds advised by Fidelity Management, cannot rise above 0.37%, and it
drops as total assets under management increase. The income component cannot
rise above 0.24%.
The High Income Portfolio pays a monthly fee to Fidelity Management at an
annual fee rate made up of the sum of two components:
1. A group fee rate based on the monthly average net assets of all the mutual
funds advised by Fidelity Management. On an annual basis this rate cannot
rise above 0.37%, and it drops to as low as 0.14% as total assets in all
these funds rise.
2. An individual fund fee rate of 0.45% of the High Income Portfolio's average
net assets throughout the month. One-twelfth of the annual management fee
rate is applied to net assets averaged over the most recent month,
resulting in a dollar amount which is the management fee for that month.
The Overseas Portfolios' fee rates are made of two components:
<PAGE>
1. A group fee rate based on the monthly average net
assets of all of the mutual funds advised by Fidelity
Management. On an annual basis, this rate cannot rise
above 0.52%, and drops (to as low as 0.30% for group
net assets over $102 billion) as total assets in all
these mutual funds rise.
2. An individual Portfolio fee rate of 0.45%.
Thus, the High Income Portfolio may have a monthly fee of as
high as 0.82% of its average net assets. The Overseas
Portfolio may have a monthly fee of as high as 0.97% of its
average net assets. The actual fee rate may be less
depending on the total assets in each Portfolio and in the
other funds advised by Fidelity Management.
One-twelfth of the sum of these two rates is applied to the
respective VIPF Portfolio's net assets averaged over the
most recent month, giving a dollar amount which is the fee
for that month.
(3) DISTRIBUTIONS
In general, no distributions will be made to Policyowners
except voluntary surrenders or partial withdrawals, and
upon payment of death proceeds. Surrenders and partial
withdrawals may be subject to the surrender and partial
withdrawal charges described in 13(a)(1), above. Also SEE
Item 21. 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
Sub-Accounts 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
See "Surrender Charge" and "Charges on Partial Withdrawals"
under Item 13(a)(1) above.
(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 deduction of 3 1/2% is made from each premium payment under a
Policy to compensate the Company for premium taxes paid to the
states and local jurisdictions and for DAC taxes. 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 certain surrenders, partial
withdrawals, and decreases in face amount.
(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.
The only deduction from premiums is the 3 1/2% deduction for
premium taxes and DAC taxes as described in (b), above. A
contingent deferred sales load is calculated at issuance of the
Policy and for increases in face amounts, but is deducted if at
all, only upon surrender or decreases in
<PAGE>
face amount within 15 Policy years or less, depending upon
issue age. Also, a transaction charge and partial withdrawal
charge may 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 NO LONGER BEING OFFERED TO
MEMBERS OF THE GENERAL PUBLIC OR TO OFFICERS, DIRECTORS OR
EMPLOYEES 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.
The Company reserves the right to impose a charge for changing
the net premium allocation instructions, for changing the
allocation of any monthly deductions, or for a projection of
values. No such charges are currently imposed and any such
charge is guaranteed not to exceed $25.00.
(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, the Company will compensate certain others including the
company agents, for services rendered in connection with the
distribution of the Policy, as described in Item 38, but such
payments will be made from the Company's General Account; and the
investment advisers of the respective Underlying Funds will
receive an advisory 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.
The aggregate percentage of annual maintenance and other
expenses, from product inception, of the trust bear to the
dividend income is 22.9%.
(h) OTHER
The Company will recoup commission and other sales expense
through a combination of surrender and partial withdrawal
charges, 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.
The deduction of the charge for mortality and expense risks
assumed by the Company under the Policies is within the range of
industry practice for comparable flexible premium variable life
insurance contracts. If the charge for mortality and expense
risks is not sufficient to cover actual mortality experience and
expenses, the Company will absorb the losses. If expenses are
less than the amounts provided, the difference will be a profit
to the Company. To the extent this charge results in a profit
to the Company, such profit will be available for use by the
Company for the payment of its general expenses, including
distribution and sales expense.
<PAGE>
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 Policies are no longer offered for sale. However, during the
period when the Policies were being offered, individuals wishing to
purchase a Policy submitted a completed application to an authorized
registered agent or to the Company's Service Center. The Company
generally issued a Policy only on the lives of Insureds age 80 and
under, who supplied evidence of insurability satisfactory to the
Company. Acceptance was subject to the Company's underwriting rules,
and the Company reserved the right to reject an application for any
reason.
Within limits, applicants chose the amount of the initial premium
desired and the initial face amount of the Policy. The minimum
specified face amount of insurance for which a Policy was issued was
$50,000.
The Policy became effective on the date of issue only after all
outstanding delivery requirements were satisfied and the Company
received sufficient premium. The date of issue was the date used to
determine all future periodic transactions under the Policy, e.g.,
monthly payment date, Policy months and Policy years. Within limits,
the Company established an earlier date of issue.
If a premium payment equivalent to at least one minimum monthly factor
was received with the application, and there was no material
misrepresentation on the application, fixed, conditional insurance of
up to the amount applied for but not to exceed $500,000, was started
as of the date of the application and generally continued for a
maximum of 90 days. If a medical examination of a person to be
Insured was required by the Company's underwriting rules, coverage on
that person did not start until completion of the examination. In no
event was a death benefit provided under the conditional insurance
agreement if death was by suicide.
Once the application was approved, the date of issue was the date the
terms of the conditional insurance agreement were met. If the
Applicant did not wish to make any payment until the Policy was
issued, or if the amount of money paid on a prepaid application was
not sufficient to place the Policy in force, the Company required
payment upon delivery of the Policy of sufficient premium to place the
Policy in force upon delivery of the Policy. If the Policy was not
issued, the premiums were returned to the Applicant without interest.
No Policy was in force until sufficient premium was paid.
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 - Premium Payments are payable only to the Company,
and may be mailed to the Service Center or paid through an authorized
agent of the Company. All premium payments after the initial premium
payment are credited to the Variable Account or General Account as of
date of receipt at the Service Center.
The Policyowner may establish a schedule of planned premiums which
will be billed by the Company at regular intervals. Failure to pay
planned premiums, however, will not itself cause the Policy to lapse.
The Policyowner may also make unscheduled premium payments at any time
or skip planned premium payments subject to the maximum and minimum
premium limitations described below.
The Policyowner may also elect to pay premiums by means of a monthly
pre-authorized check service procedure ("PAC"). Under a PAC
procedure, amounts will be deducted each month, generally on the
<PAGE>
Monthly Payment Date, from the Policyowner's checking account and
applied as a premium under a Policy. The minimum payment permitted
under PAC is $50.
Premiums are not limited as to frequency and number. However, no
premium payment may be less than $100 without the Company's consent.
Moreover, premium payments must be sufficient to provide a positive
surrender value at the end of each Policy month, or the Policy may
lapse.
The total of all premiums paid can never exceed the then-current
maximum premium limitation determined by Internal Revenue Service
rules. Thus, the Company may limit the premiums received in any
Policy year to an amount not less than the "guideline level premium"
determined by the Company with respect to the Policy. In addition,
the sum of the premiums paid, less any partial withdrawals, may not
exceed the greater of the guideline single premium or the sum of the
guideline level premiums to the date of payment. The guideline
premium amounts will change whenever there is any change in the face
amount, the addition or deletion of a rider, or a change in the sum
Insured 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 total premiums
exceeding the then current maximum premium limitation, the Company
will accept only that portion of the premium that would make total
premiums equal the maximum limitation. Premiums in excess of that
amount will be refunded to the Policyowner, and no further premiums
will be accepted until allowed by the current maximum premium
limitation prescribed by Internal Revenue Service rules.
Initial premium is held in the Company's General Account until the
Policy Date of Issue. Thereafter, the Policy Value is allocated
according to the Policyowner's instructions, except that, if the
Policy provides for a full refund of the initial purchase payment
under its "Right to Examine Policy" provision, then the portion of the
Policyowner's Policy Value which the Policyowner had instructed to be
allocated to the Variable Account will be allocated to the Money
Market Sub-Account until the expiration of the applicable "Right to
Examine Policy" period. Thereafter, the Policy Value will be
allocated to the Sub-Accounts according to the instructions of the
Policyowner.
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 Sub-Account 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 purchase payments allocated to a Sub-Account, transfers
to that Sub-Account, and reserve adjustment transfers, if any, will be
netted as of each valuation date against amounts withdrawn from the
Sub-Account 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 Sub-Account 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 Sub-Accounts 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 Debt
and applicable surrender charges and any first-year monthly
administrative charges not yet deducted) upon written request
signed by the Policyowner and return of the Policy to the Service
Center. The surrender value will be based on the
<PAGE>
Policy value as of the valuation date on which the request and
Policy are received at the Service Center. A surrender charge
may be deducted when a Policy is surrendered. See Item 13(a),
"Surrender."
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 and partial
withdrawals of amounts funded by each Sub-Account during any
period when (1) trading on the New York Stock Exchange is
restricted as determined by the SEC or such Exchange is closed
for other than weekends and holidays, (2) the SEC has by order
permitted such suspension, or (3) an emergency, as determined by
the SEC, exists such that disposal of portfolio securities or
valuation of assets of each Sub-Account is not reasonably
practicable.
The right is reserved by the Company to defer surrenders 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 Policy year, 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 Service
Center. Where allocations have been made to more than one
account, a percentage of the partial withdrawal may be allocated
to each such account. The written request must indicate the
dollar amount the Policyowner wishes to receive and the account
from which such amount is to be redeemed.
The Policyowner may allocate the amount withdrawn among the Sub-
Accounts and the General Account. If no allocation instructions
are provided, the Company will make a pro rata allocation.
A partial withdrawal from a Sub-Account 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 Service Center.
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, or the entire amount in a Sub-Account, if
less. See Item 13(a), "Partial Withdrawals."
(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.
(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 or foreclosure, the Policy
may be reinstated as provided below.
TERMINATION - 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 Debt exceeds the Policy value less
surrender charges. If one of these situations occurs, the Policy
will be in default. The Policyowner will then have a grace
period of 62 days, measured from the date of default, to make
sufficient payments to prevent termination. On the date of
default, the Company will send a notice to the Policyowner and to
any assignee on record. The
<PAGE>
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. Except for the situation
described in (b) above, if, during the first 48 months after
the date of issue or the effective date of an increase in face
amount, the Policyowner makes premium payments, less Debt,
partial withdrawal charges, at least equal to the sum of the
minimum monthly factors for the number of months the Policy,
increase or Policy change which causes a change in the minimum
monthly factor has been in force, the Policy is guaranteed not
to lapse during that period. A Policy change which causes a
change in the minimum monthly factor is a change in the face
amount or the addition or deletion of a rider. Except for the
first 48 months after the date of issue or the effective date
of an increase, payments equal to the minimum monthly factor
do not guarantee that the Policy will remain in force.
REINSTATEMENT - If the Policy has not been surrendered and the
Insured is alive, the terminated Policy may be reinstated anytime
within three years after the date of default by submitting the
following to the Company: (1) a written application for
reinstatement; (2) evidence of insurability showing the Insured
is insurable according to the Company's underwriting rules; and
(3) a premium that, after the deduction of the tax expense
charges, is large enough to cover the minimum amount payable, as
described below.
MINIMUM AMOUNT PAYABLE - If reinstatement is requested less than
48 months either after the date of issue of the Policy or the
effective date of an increase in the face amount, the Policyowner
must pay the lesser of the amount shown in A or B:
Under A, the minimum amount payable is the monthly factor for the
three-month period beginning on the date of reinstatement.
Under B, the minimum amount payable is the sum of
- the amount by which the surrender charge as of the date of
reinstatement exceeds the Policy value on the date of
default; plus
- Monthly Deductions for the three-month period beginning on
the date of reinstatement.
If reinstatement is requested after 48 Monthly Deductions have
been made since the date of issue of the Policy or an increase in
the face amount, the Policyowner must pay the amount shown in B
above.
SURRENDER CHARGE - The surrender charge on the date of
reinstatement is the surrender charge which would have been in
effect had the Policy remained in force from the date of issue.
The Policy value less Debt on the date of default will be
restored to the Policy to the extent it does not exceed the
surrender charge on the date of reinstatement. Any Policy value
less Debt as of the date of default which exceeds the surrender
charge on the date of reinstatement will not be restored.
POLICY VALUE ON REINSTATEMENT - The Policy value on the date of
reinstatement is:
- the net premium paid to reinstate the Policy increased by
interest from the date the payment was received at the
Company's Service Center;
- plus an amount equal to the Policy value less Debt on the
date of default to the extent it does not exceed the
surrender charge on the date of reinstatement;
<PAGE>
- minus the Monthly Deduction due on the date of
reinstatement.
The Policyowner may not reinstate any Debt outstanding on the
date of default or foreclosure.
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 Sub-Account are reinvested in shares of that Underlying
Fund at net asset value. Such shares are added to the assets of
the respective Sub-Account.
(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, (b) added to
Policy Value, (c) left with the Company to accumulate at interest
at an annual rate of not less than 3%, subject to withdrawal at
any time, or (d) applied as a net single premium for the purchase
of additional paid-up life insurance.
(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. A Policy Owner may make a request to surrender
the Policy, make partial withdrawals, or apply for a Policy loan.
These Policyowner transactions are generally not considered
periodic or "special distributions." All surrenders,
withdrawals, or loans are cash transactions. The Underlying
Funds held by the Sub-Accounts of the Variable Account may make
distributions to the Sub-Accounts in the form of dividends. In
this situation, the Sub-Accounts will re-invest the dividends in
additional shares of the Underlying Funds causing a Policy
Owner's Policy Value to increase, but no automatic periodic or
special distributions are made.
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.
<PAGE>
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
Sub-Account 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 or
appropriate Sub-Account.
Policyowners will be sent promptly statements of significant
transactions such as premium payments (other than payments made
pursuant to the Monthly Pre-Authorized Payment procedure), changes in
specified face amount, change in Sum Insured Option, transfers among
Sub-Accounts 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 Sub-Accounts 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 Variable
Account, the Series Fund, the Oppenheimer Fund, and VIPF 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. Connecticut Mutual Life
Insurance Company was the custodian of the assets of the Variable
Account until March 1, 1996. On March 1, 1996,
Connecticut Mutual Life Insurance Company merged with and into
Massachusetts Mutual Life Insurance Company. The surviving
entity was named Massachusetts Mutual Life Insurance Company (the
"Company").
(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.
<PAGE>
(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.
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 total amount which may be borrowed
is the loan value. In the first Policy year, the loan value is
75% of an amount equal to the Policy value less surrender
charges, Monthly Deductions, and interest on Debt to the end of
the Policy year. The loan value in the second Policy year and
thereafter is 90% of an amount equal to Policy value minus
surrender charges.
A Policy loan may be allocated among the General Account and one
or more Sub-Accounts. If the Policyowner does not make an
allocation, the Company will allocate the loan among the accounts
in the same proportion that the Policy value in the General
Account, less Debt, and the Policy value in each Sub-Account bear
to the total Policy value, less Debt, on the date the Company
receives the loan request. Policy value in each Sub-Account
equal to the Policy loan allocated to such Sub-Account 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 Debt will earn interest at a rate equal to an effective
annual yield of at least 6%.
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 Debt from
each Sub-Account to the General Account as security for the
excess Debt. The Company will allocate the amount transferred
among the Sub-Accounts in the same proportion that the Policy
value in each Sub-Account bears to the total Policy value in all
Sub-Accounts.
LOAN INTEREST CHARGED - Interest accrues daily and is payable in
arrears at the annual rate of 8%. 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 DEBT - Loans may be repaid at any time prior to the
lapse of the Policy. Upon repayment of Debt, the portion of the
Policy value that is in the General Account securing Debt will be
transferred to the various Sub-Accounts and increase the Policy
value in such accounts in accordance with the Policyowner's
instructions. If the Policyowner does not make a repayment
allocation, the Company will allocate Policy value in accordance
with the Policyowner's most recent premium allocation
instructions; provided, however, that loan repayments allocated
to the Variable Account cannot exceed Policy value previously
transferred from the Variable Account to secure the Debt.
FORECLOSURE - If Debt exceeds the surrender value of the Policy,
the Policy will terminate. A notice of such pending termination
will be mailed to the last known address of the Policyowner and
any assignee. If the excess Debt is not paid within 62 days
after this notice is mailed, the Policy will terminate with no
value. A Policy may be reinstated following loan foreclosure.
(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.
<PAGE>
(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.
There were no loans outstanding at the end of the fiscal year nor
any interest from any loans outstanding.
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 provide that the Company shall not be charged with notice
of any assignment of the Policy unless it is in writing and filed at
the Company's Service Center. 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 FB 950656A with Underwriters at Lloyd's,
which covers officers, directors, partners and employees of the
Company. Limits are $15,000,000 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 Series Fund,
Oppenheimer Fund, and VIPF, which define the terms under which the
Sub-Accounts of the Variable Account invest in the Underlying Funds.
POLICYOWNER - The Policyowner is the Insured unless another
Policyowner has been named in the application for the Policy. The
Policyowner is generally entitled to exercise 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 the
Insured will pass to surviving beneficiaries proportionally.
<PAGE>
INCONTESTABILITY -- The Company will not contest the validity of a
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 Policy, without interest,
less any outstanding 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 Sum 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 charges and insurance charges paid for such increase.
AGE AND SEX -- If the Insured's age or sex as-stated in the
application for a Policy is not correct, benefits under a Policy will
be adjusted to reflect the correct age and sex. The adjusted benefit
will be that which the most recent cost of insurance charge would
have purchased for the correct age and sex. In no event will the Sum
Insured be reduced to less than the guideline minimum sum Insured.
In the case of a Policy issued on a unisex basis, this provision as
it relates to misstatement of sex does not apply.
ASSIGNMENT -- The Policyowner may assign a Policy as collateral or
make an absolute assignment of the Policy. All rights under the
Policy will be transferred to the extent of the assignee's interest.
When recorded, the assignment will take effect as of the date the
written request was signed. The Company is not bound by an
assignment or release thereof, unless it is in writing and is
recorded at the Company's Service Center. Any rights created by the
assignment will be subject to any payments made or actions taken by
the Company before the assignment is recorded. The Company is not
responsible for the validity of any assignment or release.
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.
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:
<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------
Year Total Amount of Amount of Amount of Amount of Aggregate
payments by sales load administration management other fees gross amount
security received fees received fees received received of load, fees,
holders etc. received
- - - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 $4,657,806 $338,269 $42,165 $ 0 $25,150 $405,584
- - - -------------------------------------------------------------------------------------------------
1994 $ 102,668 $ 30,283 $ 135 $ 0 $ 105 $ 30,523
- - - -------------------------------------------------------------------------------------------------
1993 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- - - -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(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:
The Company has not received any such fee or participation.
(1) THE NATURE OF SUCH FEE OR PARTICIPATION.
Not Applicable.
(2) THE NAME OF THE PERSON MAKING PAYMENTS.
Not Applicable.
(3) THE NATURE OF THE SERVICES RENDERED IN CONSIDERATION FOR
SUCH FEE OR PARTICIPATION.
Not Applicable.
(4) THE AGGREGATE AMOUNT RECEIVED DURING THE LAST FISCAL YEAR
COVERED BY THE FINANCIAL STATEMENTS FILED HEREWITH.
Not Applicable.
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 and certain provinces of Canada.
The Company offers variable annuity and variable life policies
through other of its Separate 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 Separate
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 Variable Annuity Account A
CML Variable Annuity Account B
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
Massachusetts Mutual Variable Life Separate Account II
<PAGE>
In addition, the Company acts as the investment advisor to the
following investment companies registered as such with the Securities
and Exchange Commission:
The Company owns 80% of OppenheimerFunds, Inc. ("OFI"), the
investment advisor to the Series Fund and the Oppenheimer Fund. OFI,
together with a subsidiary, manages companies with over 50 billion
dollars in assets and nearly 3 million shareholder accounts.
The Company also owns David L. Babson and Company, 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
DEPOSITOR 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:
<PAGE>
DIRECTORS
ROGER G. ACKERMAN, Director and Member, Auditing and Human Resources
Committees
President and Chief Operating Officer, Corning Incorporated
(manufacturer of specialty materials, communication equipment
and consumer products), One Riverfront Plaza, Corning, New York;
Director (since 1993), Dow Corning Corporation (producer of
silicone products), 2200 West Salzburg Road, Midland, Michigan;
Director, The Pittson Company (mining and marketing of coal for
electric utility and steel industries) One Pickwick Plaza,
Greenwich, Connecticut.
JAMES R. BIRLE, Director
Has been a Director since 1991 of Connecticut Mutual
Life Insurance Company ("CMC") prior to the merger with
Massachusetts Mutual Life Insurance Company. Mr. Birle is
President and Founder of Resolute Partners, Incorporated, a
private merchant bank, located in Greenwich, Connecticut.
Formerly he was a general partner of the Blackstone Group
from 1988 through 1994. He is a Director of Drexel Industries,
Inc., Connecticut Health and Education Facilities Authority
and Transparency International, among others.
<PAGE>
FRANK C. CARLUCCI, Director
Has been a Director of CML since 1989. Mr. Carlucci is Chairman
of the Carlyle Group. Mr. Carlucci has had extensive experience
in government service. His past appointments include Secretary
of Defense, Deputy Director of Central Intelligence, Ambassador
to Portugal, Under Secretary of the Department of Health,
Education and Welfare and Deputy Director of the Office of
Management and Budget.
GENE CHAO Director
Has been a Director of CML since 1990. Mr. Chao is Chairman and
Chief Executive Officer of Computer Projections, Inc. Prior to
that, Mr. Chao served as Chairman and President of Metheus
Corporation and Chairman and Chief Executive Officer of the
American Leadership Forum, a non-profit leadership and
community building organization.
PATRICIA D. DENNIS, Director
Has been a Director of CML since 1995. Mrs. Dennis is currently
Senior Vice President and Assistant General Counsel for SBC
Communications Inc. located in San Antonio, Texas. From 1993 to
1995 she was Special Counsel to Sullivan & Cromwell for
communications law matters in Washington, D.C., and from 1992 to
1993 she was Assistant Secretary of State for Human Rights and
Humanitarian Affairs for the U.S. Department of State in
Washington, D.C.
ANTHONY DOWNS, Director and Member, Dividend Policy and Investment
Committees
Senior Fellow, The Brookings Institution (non-profit policy
research center), 1775 Massachusetts Avenue, N.W.,
Washington, D.C.; Director: The Pittway Corporation
(publications and security equipment), 200 South Wacker Drive,
Suite 700, Chicago, Illinois; National Housing Partnerships
Foundation (non-profit organization to own and manage rental
housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford
Properties, Inc. (real estate investment trust), 3658 Mt. Diable
Boulevard, Lafayette, California; General Growth Properties,
Inc. (real estate investment trust), 215 Keo Way, Des Moines,
Iowa; NAACP Legal and Educational Defense Fund, Inc. (civil
rights organization), 99 Hudson Street, New York, New York;
Consultant, Aetna Realty Investors (real estate investments),
242 Trumbull Street, Hartford, Connecticut; and Salomon Brothers
Inc (investment banking), 7 World Trade Center, New York,
New York; Trustee: Urban Institute (public policy research
organization), 2100 M Street, N.W., Washington, D.C. and Urban
Land Institute (educational and research organization),
625 Indiana Avenue, N.W., Washington, D.C.
JAMES L. DUNLAP, Director and Member, Human Resources and Board
Affairs Committees
Senior Vice President of Texaco, Inc. (producer of petroleum
products), 2000 Westchester Avenue, White Plains, New York and
President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS, Director
William B. Ellis has been a Director of CML since 1985. In
September 1995 Mr. Ellis joined the Yale University School of
Forestry and Environmental Studies as a senior fellow. He is
also the retired Chairman of the Northeast Utilities system. He
became Chairman and Chief Executive Officer in 1983, and
resigned from the position as Chief Executive Officer in 1993,
remaining fully active as Chairman, and has retired as Chairman
in September of 1995.
ROBERT M. FUREK, Director
<PAGE>
Robert M. Furek has been a Director of CML since 1990. Mr. Furek
is currently President and Chief Executive Officer of
Heublein, Inc. He has held the position of CEO at Heublein since
1987. Mr. Furek is also a Director of the Dexter Corporation and
a Trustee of Colby College.
CHARLES K. GIFFORD, Director and Member, Investment and Auditing
Committees
Chairman and Chief Executive Officer (since 1995) and President,
The First National Bank of Boston and Bank of Boston Corporation
(bank holding company), 100 Federal Street, Boston,
Massachusetts; Director, Member of Audit Committee, Boston
Edison Co. (public utility electric company), 800 Boylston
Street, Boston, Massachusetts.
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee
Managing Director, Griggs & Santow Inc. (business consultants)
75 Wall Street, New York, New York; Director, T/SF
Communications, Inc. (diversified publishing and communications
company), Tulsa, Oklahoma, Trustee (1983-1991), MassMutual
Integrity Funds (open-end investment company advised by
MassMutual).
GEORGE B. HARVEY, Director
George B. Harvey has been a Director of CML since 1989.
Mr. Harvey has been Chairman, President and Chief Executive
Officer of Pitney Bowes since 1983. Mr. Harvey is also a
Director of Merrill Lynch, McGraw-Hill, Inc. and Stamford
Hospital, among others.
BARBARA B. HAUPTFUHRER, Director, Member Board Affairs and Investment
Committees
Director and Member, Compensation, Nominating and Audit
Committees, The Vanguard Group of Investment Companies including
among others the following funds: Vanguard/Windsor Funds,
Vanguard/Wellington Fund, Vanguard/Morgan Growth Fund,
Vanguard/Wellesley Income Fund, Vanguard/Gemini Fund,
Vanguard/Explorer Fund, Vanguard Municipal Bond Fund,
Vanguard Fixed Income Securities Fund, Vanguard World Fund,
Vanguard/Star Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap
Fund, Vanguard Convertible Securities Fund, Vanguard
Quantitative Fund, Vanguard Index Trust, Vanguard/Trustees
Commingled Equity Fund, Vanguard/Trustees Commingled
Fund-International, Vanguard Money Market Trust,
Vanguard/Windsor II, Vanguard Asset Allocation Fund and
Vanguard Equity Income Fund (principal offices, Drummers
Lane, Valley Forge, Pennsylvania); Director, Chairman of
Retirement Benefits Committee and Pension Fund Investment
Review -- USA and Canada and Member, Audit, Finance and
Executive Committees, The Great Atlantic and Pacific Tea
Company, Inc. (operator of retail food stores) 2 Paragon Drive,
Montvale, New Jersey; Director, Chairman of Nominating Committee
and Member, Compensation Committee, Knight-Ridder, Inc.
(publisher of daily newspapers and operator of cable television
and business information systems) One Herald Plaza,
Miami, Florida; Director and Member, Compensation Committee,
Raytheon Company, (electronics manufacturer) 141 Spring Street,
Lexington, Massachusetts; Director and Member, Executive and
Chairman,
<PAGE>
Human Resources Committees, Alco Standard Corp. (diversified
office products and paper distributor) 825 Duportail Road,
Valley Forge, Pennsylvania.
SHELDON B. LUBAR, Director, Chairman, Board Affairs Committee and
Member, Investment Committee
Chairman, Lubar & Co. Incorporated (investment management and
advisory company) 777 East Wisconsin Avenue, Milwaukee,
Wisconsin; Chairman, President and Director, The Christiana
Companies, Inc. (real estate development); Director: Firstar
Bank, Firstar Corporation (bank holding company), SLX
Energy, Inc. (oil and gas exploration); Member, Advisory
Committee, Venture Capital Fund, L.P. (principal offices,
777 East Wisconsin Avenue, Milwaukee, Wisconsin);
Director: Grey Wolf Drilling Co. (contract oil and gas
drilling), 2000 Post Oak Boulevard, Houston, Texas;
Marshall Erdman and Associates, Inc. (design, engineering,
and construction firm), 5117 University Avenue,
Madison, Wisconsin; Prideco, Inc. (drill collar manufacturer),
6039 Thomas Road, Houston, Texas; MGIC Investment Corporation
(investment company), MGIC Plaza, 111 E. Kilbourn Avenue,
Milwaukee, Wisconsin; Director (since 1993), Ameritech, Inc.
(regional holding company for telephone companies), 30 South
Wacker Drive, Chicago, Illinois; Director (1989-1994),
Schwitzer, Inc. (holding company for engine parts
manufacturers), P.O. Box 15075, Asheville, North Carolina;
and Briggs & Stratton (small engine manufacturer) 3300 North
124th Street, Milwaukee, Wisconsin; Director (1986-1991),
Square D Company (manufacturer of electrical equipment and
electronics products), Executive Plaza, Palatine, Illinois and
Milwaukee Insurance Group, Inc., 809 W. Michigan Street,
Milwaukee, Wisconsin; Director (1987-1991), Lubar
Management, Inc. (investment company) 777 East Wisconsin Avenue,
Milwaukee, Wisconsin.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board
Affairs Committees
Senior Executive Vice President (since 1995), Lucent
Technologies, 600 Mountain Road, Murray Hill, New Jersey;
Executive Vice President and Chief Executive Officer,
Multimedia Products Group (1994-1995) and Network Systems Group
(1993-1994), AT&T (global communications and network computing
company), 295 North Maple Avenue, Basking Ridge, New Jersey;
Group Executive and President (1989-1993), AT&T Network Systems
(manufacturer and marketer of network telecommunications
equipment), 475 South Street, Morristown, New Jersey.
JOHN F. MAYPOLE, Director
John F. Maypole has been a Director of CML since 1995.
Mr. Maypole is Managing Partner at the Peach State Real Estate
Holding Company and has been a Consultant to Institutional
Investors and Co-Owner of family business since 1984. He is a
Director of Bell Atlantic Corporation, Briggs Industries and The
Igloo Corporation, among others.
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and
Auditing Committees
Retired (since 1988); former Chairman and Chief Executive
Officer, Collins & Aikman Corp. (manufacturer of textile
products) 210 Madison Avenue, New York, New York;
Director: Bankers Trust New York Corp. (bank holding company)
and Bankers Trust Company (principal offices, 280 Park Avenue,
New York, New York); Melville Corporation (specialty retailer),
One Theall Road, Rye, New York.
JOHN J. PAJAK, Executive Vice President
Vice Chairman, Chief Administrative Officer and Director (since
1996), Executive Vice President (1987-1995) of MassMutual;
Director (since 1994): MassMutual Holding Company and MassMutual
Holding Company Two, Inc. (wholly-owned holding company
subsidiaries of MassMutual); MassMutual Holding Company Two
MSC, Inc. (wholly-owned holding company subsidiary of
<PAGE>
MassMutual Holding Company Two, Inc.); and MML Pension Insurance
Company (wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.) (principal offices,
1295 State Street, Springfield, Massachusetts.)
BARBARA S. PREISKEL, Director and Member, Auditing and Human
Resources Committees
Attorney-at-Law, 60 East 42nd Street, New York, New York;
Director: Textron, Inc. (diversified manufacturing company),
40 Westminster Street, Providence, Rhode Island; General
Electric Company (diversified manufacturer electrical products),
3135 Easton Turnpike, Fairfield, Connecticut; The Washington
Post Company (publisher of daily newspaper), Washington, D.C.;
American Stores Company (operator of supermarkets and
drugstores), 709 East South Temple, Salt Lake City, Utah.
DAVID E. SAMS, JR., President and Chief Operating Officer of
MassMutual.
Previously, Mr. Sams has been a Director, as well as President
and Chief Executive Officer of CML since 1993. Prior to that,
Mr. Sams served as President and Chief Executive
Officer -- Agency Group of Capital Holding Corporation (now
Providian Corporation) from 1987 to 1993.
THOMAS B. WHEELER, Chairman, Chief Executive Officer, Chairman,
Investment Committee and Member, Dividend Policy and Board Affairs
Committees
Chairman (since 1996), Chief Executive Officer (since 1988),
and President (1987-1996) of MassMutual; and Chairman of the
Board of Directors, MML Pension Insurance Company (wholly-owned
insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman of the Board of Directors,
Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High
Street, Boston, Massachusetts; Director, The First National Bank
of Boston and Bank of Boston Corporation (bank holding company),
100 Federal Street, Boston, Massachusetts and Massachusetts
Capital Resources Company, 545 Boylston Street,
Boston, Massachusetts; Chairman and Director, Oppenheimer
Acquisition Corp. (parent of OppenheimerFunds, Inc.,
an investment management company), Two World Trade Center,
New York, New York; Director (since 1993), Textron, Inc.
(diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island.
ALFRED M. ZEIEN, Director and Member Board Affairs and Human
Resources Committees
Chairman and Chief Executive Officer, The Gillette Company
(manufacturer of personal care products), Prudential Tower
Building, Boston, Massachusetts; Director: Polaroid Corporation
(manufacturer of photographic products), 549 Technology Square,
Cambridge, Massachusetts; Repligen Corporation (bio-technology);
Bank of Boston Corporation (bank holding company), 100 Federal
Street, Boston, Massachusetts; and Raytheon Corporation
(electronics manufacturer), 141 Spring Street,
Lexington, Massachusetts; Trustee, University Hospital of
Boston, Massachusetts.
EXECUTIVE VICE PRESIDENTS
LAWRENCE V. BURKETT, Executive Vice President and General Counsel
Executive Vice President and General Counsel (since 1993),
Senior Vice President and Deputy General Counsel (1992-1993),
and Senior Vice President and Associate General Counsel
(1988-1992) of MassMutual; Director (since 1993), MassMutual
Holding Company and Director (since 1994), MassMutual Holding
Company Two, Inc. (wholly-owned holding company subsidiaries of
MassMutual), Director (since 1994): MassMutual Holding Company
Two MSC, Inc. (wholly-owned holding company subsidiary of
MassMutual Holding Company Two, Inc.); and MML Pension
<PAGE>
Insurance Company (wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices,
1295 State Street, Springfield, Massachusetts); Cornerstone Real
Estate Advisers, Inc. (wholly-owned real estate investment
adviser subsidiary of MassMutual Holding Company), 1500 Main
Street, Suite 1400, Springfield, Massachusetts; Director (since
1993), Sargasso Mutual Insurance Co., Ltd., Victoria Hall,
Victoria Street, Hamilton, Bermuda; MassMutual of Ireland, Ltd.
(wholly-owned subsidiary of MassMutual Holding Company Two
MSC, Inc. to provide group insurance claim services), IDA
Industrial Estate, P.O. Box 7, Tipperary Town, Ireland; Chairman
(since 1994), Director (since 1993), MML Reinsurance
(Bermuda) Ltd. (wholly-owned property and casualty reinsurance
subsidiary of MassMutual Holding Company), 41 Cedar Avenue,
Hamilton, Bermuda.
JOHN B. DAVIES, Executive Vice President
Executive Vice President (since 1994), Associate Executive Vice
President (1993-1994), General Agent (1982-1993) of MassMutual,
1295 State Street, Springfield, Massachusetts; Director (since
1994), MML Investors Services, Inc. (wholly-owned broker-dealer
subsidiary of MassMutual Holding Company), MML Insurance
Agency, Inc. (wholly-owned subsidiary of MML Investors Services,
Inc.), and MML Insurance Agency of Ohio, Inc. (subsidiary of
MML Insurance Agency, Inc.), One Financial Plaza, 1350 Main
Street, Springfield, Massachusetts; and Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estate investment adviser
subsidiary of MassMutual Holding Company), 1500 Main Street,
Suite 1400, Springfield, Massachusetts.
DANIEL J. FITZGERALD, Executive Vice President, Corporate Financial
Operations
Executive Vice President, Corporate Financial Operations
(since 1994), Senior Vice President (1991-1994) of MassMutual;
Vice President (since 1994), Director (since 1993), MassMutual
Holding Company; and Vice President and Director (since 1994),
MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiaries of MassMutual); Vice President and Director
(since 1994); MassMutual Holding Company Two MSC, Inc.
(wholly-owned holding company subsidiary of MassMutual
Holding Company Two, Inc.); Director (since 1994), MML
Pension Insurance Company (wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.); MML Bay State Life
Insurance Company (wholly-owned insurance subsidiary of
MassMutual); MML Real Estate Corporation and MML Realty
Management Corporation (wholly-owned real estate management
subsidiaries of MassMutual Holding Company) (principal offices,
1295 State Street, Springfield, Massachusetts); Director (since
1994), Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High
Street, Boston, Massachusetts; Director and Member, Compensation
Committee (since 1994), Cornerstone Real Estate Advisers, Inc.,
1500 Main Street, Suite 1400, Springfield, Massachusetts;
Director, and Member, Audit and Compensation Committees (since
1994), MML Investors Services, Inc. (wholly-owned broker dealer
subsidiary of MassMutual Holding Company) and Director
(1992-1993), MML Insurance Agency, Inc. (wholly-owned subsidiary
of MML Investors Services, Inc.) (principal offices,
One Financial Plaza, 1350 Main Street, Springfield,
Massachusetts) Director (since 1994), MassMutual of
Ireland, Ltd. (wholly-owned subsidiary of MassMutual Holding
Company Two MSC, Inc. to provide group insurance claim
services), IDA Industrial Estate, P.O. Box 7, Tipperary Town,
Ireland.
<PAGE>
(wholly-owned investment advisory subsidiary of MassMutual
Holding Company), 125 High Street, Boston, Massachusetts;
Trustee, The American College, Bryn Mawr, Pennsylvania.
JAMES E. MILLER, Executive Vice President
Executive Vice President of MassMutual; President, Director and
Chief Executive Officer (since 1994), MML Pension Insurance
Company (wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.) (principal offices, 1295 State
Street, Springfield, Massachusetts); Chairman (since 1994) and
Director, MassMutual of Ireland Ltd. (wholly-owned subsidiary of
MassMutual Holding Company Two MSC, Inc. to provide group
insurance claim services), IDA Industrial Estate, P.O. Box 7,
Tipperary Town, Ireland; Director: Benefit Panel Services,
888 South Figueroa Street, Los Angeles, California; and National
Capital Preferred Provider Organization, 7979 Old Georgetown
Road, Bethesda, Maryland; Director (since 1994), Sloan's Lake
Management Corp. (preferred provider organization), 1355 South
Colorado Boulevard, Denver, Colorado; Vice President and
Treasurer, Dental Learning Systems, New York, New York; Director
(1990-1994), The Ethix Corporation, 12655 Southwest Center,
Suite 180, Beaverton, Oregon.
JOHN M. NAUGHTON, Executive Vice President
Executive Vice President of MassMutual; Trustee and Member,
Investment Pricing Committee, MassMutual Institutional Funds
(open-end investment company) (principal offices, 1295 State
Street, Springfield, Massachusetts); Chairman (since 1994) and
Trustee, Springfield Institution for Savings, 1441 Main Street,
Springfield, Massachusetts; Trustee, BayState Health Systems,
759 Chestnut Street, Springfield, Massachusetts; and American
International College, 1000 State Street, Springfield,
Massachusetts; Director, Oppenheimer Acquisition Corp. (parent
of OppenheimerFunds, Inc., an investment management
company), Two World Trade Center, New York, New York; and
Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High
Street, Boston, Massachusetts; Director (since 1993), Colebrook
Group (commercial real estate management and development),
1441 Main Street, Springfield, Massachusetts and Director,
Association of Private Pension and Welfare Plans;
Trustee (since 1994), University of Massachusetts, Amherst,
Massachusetts.
GARY E. WENDLANDT, Executive Vice President
Chief Investment Officer (since 1993), Executive Vice President
of MassMutual; Chairman (since 1995), Trustee (since 1986) and
President (1983-1995), MassMutual Corporate Investors and
Chairman (since 1995), Trustee (since 1988) and President
(1988-1995), MassMutual Participation Investors (closed-end
investment companies); Chairman (since 1995), Vice Chairman and
Trustee (1993-1995) and President (1988-1993), MML Series
Investment Fund (open-end investment company); Chairman,
Chief Executive Officer and Member, Investment Pricing
Committee (since 1994), MassMutual Institutional Funds
(open-end investment company); Chairman, President and
Chief Executive Officer (since 1994) and Director,
MassMutual Holding Company (wholly-owned holding company
subsidiary of MassMutual); Chairman, President and
Director (since 1994), MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiary of MassMutual)
and MassMutual Holding Company Two MSC, Inc. (wholly-owned
holding company subsidiary of MassMutual Holding Company
Two, Inc.); Chairman (since 1994) and Director (since 1993),
MML Real Estate Corporation and MML Realty Management
Corporation (wholly-owned real estate management subsidiaries
of MassMutual Holding Company); President and Director (since
1995), DLB Acquisition Corporation (holding company for
investment advisers), (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman, Chief Executive Officer
and Member Executive and Compensation Committees (since 1994),
Cornerstone Real Estate Advisers, Inc., 1500 Main Street,
Suite 1400, Springfield, Massachusetts; President and Chief
Executive Officer (since 1994) and Director, Concert Capital
Management, Inc. One Memorial Drive, Cambridge, Massachusetts;
Director, Oppenheimer Acquisition Corporation (parent of
OppenheimerFunds, Inc., an investment management
company), Two World
<PAGE>
Trade Center, New York, New York; Supervisory Director,
MassMutual/Carlson CBO N.V. (collateralized bond fund), 6 John
Gorsiraweg, P.O. Box 3889, Willemstad, Curacao, Netherlands
Antilles; Director, Merrill Lynch Derivative Products, Inc.,
World Financial Center, North Tower, New York, New York;
Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities) and MassMutual
Corporate Value Limited (parent of MassMutual Corporate Value
Partners Limited) (principal offices, c/o BankAmerica Trust and
Banking Corporation, Box 1096, George Town, Grand Cayman,
Cayman Islands, British West Indies).
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 Post-effective Amendment
Number 1 to the 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 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 RECEIVED ADDITIONAL REMUNERATION FOR SERVICES
RENDERED WITH RESPECT TO THE VARIABLE ACCOUNT.
(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 RECEIVED 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 received additional remuneration for services
rendered with respect to the Variable Account.
COMPENSATION OF DIRECTORS
<PAGE>
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
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 BE MADE, AND (C) HAVE BEEN DISCONTINUED, INDICATING BY
APPROPRIATE LETTER THE STATUS WITH RESPECT TO EACH STATE.
(a) Sale of the Policies have been discontinued in all states.
(b) The Company no longer offers the Policies for sale to the
general public.
<PAGE>
(c) Sales have been discontinued in all fifty states and Puerto
Rico.
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
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.
The Policies are no longer offered to members of the general
public. MML Distributors, LLC and MML Investors Services,
Inc., both indirect subsidiaries of the Company, previously
acted as principal underwriters of the Policies pursuant to a
Principal Underwriting Agreement 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.
<PAGE>
(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).
Registered representatives of MML Investors Services, Inc. who
are also agents of the Company have sold the Policy. Such agents
were required to pass applicable NASD examinations, and qualify
under applicable state insurance licensing requirements. Agents
who sold the Policy received commissions based on a commission
schedule, and General Agents who supervised the agents also
received compensation. After issue of the Policy or an increase
in face amount, commissions did not exceed 55% of the first-year
premiums up to a maximum target premium amount established by
the Company. Thereafter, commissions did not exceed 5% of any
additional premiums. Certain registered representatives may
have received additional first year and renewal commissions. In
addition, General Agents and certain registered representatives
may have received training and/or expense reimbursements based
upon the amount of earned commissions. General Agents received
compensation not to exceed 35% of first year commissions
produced through their agency
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.
(b) STATE WHETHER ANY PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING
SECURITIES OF THE TRUST IS A MEMBER OF THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. (NASD).
The Policies are not currently being distributed.
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
STATEMENTS FILED HEREWITH.
<PAGE>
<TABLE>
<CAPTION>
NAME OF PRINCIPAL UNDERWRITER:
MML Distributors, LLC
- - - -------------------------------------------------------------------------------------------
Year Total Amount of Amount of Amount of Amount of Aggregate
payments by sales load administration management other fees gross amount
security received fees received fees received received of load, fees,
holders etc. received
- - - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 $4,657,806 $733,192 $16,371 $ 0 $27,765 $777,328
- - - -------------------------------------------------------------------------------------------
1994 $ 102,668 $ 0 $ 0 $ 0 $ 0 $ 0
- - - -------------------------------------------------------------------------------------------
1993 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- - - -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NAME OF PRINCIPAL UNDERWRITER:
MML Investors Services, Inc.("MMLISI")
- - - -------------------------------------------------------------------------------------------
Year Total Amount of Amount of Amount of Amount of Aggregate
payments by sales load administration management other fees gross amount
security received fees received fees received received of load, fees,
holders etc. received
- - - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 $0 $0 $0 $0 $0 $0
- - - -------------------------------------------------------------------------------------------
1994 $0 $0 $0 $0 $0 $0
- - - -------------------------------------------------------------------------------------------
1993 $0 $0 $0 $0 $0 $0
- - - -------------------------------------------------------------------------------------------
</TABLE>
(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:
(1) THE NATURE OF SUCH FEE OR PARTICIPATION.
None.
(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.
<PAGE>
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:
MassMutual Variable Annuity Separate Accounts I & II,
MassMutual Variable Life Separate Account I, MassMutual
Variable Annuity Separate Account 3, Panorama Separate
Account, and Connecticut Mutual Variable Life Separate
Account I.
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 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 contracts are not currently being sold.
<PAGE>
(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.
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 less the 3 1/2% tax
expense charge. Each net premium is allocated to the General
Account of the Company or to the Sub-Account(s) selected by the
Policyowner (restrictions apply during the Right to Examine
Period in certain states). Allocations to the Sub-Accounts are
credited to the Policy in the form of Accumulation Units.
Accumulation Units are credited separately for each Sub-Account.
The number of Accumulation Units of each Sub-Account credited to
the Policy is equal to the portion of the net premium allocated
to the Sub-Account, divided by the dollar value of the applicable
Accumulation Unit as of the valuation date the payment is
received at the Company's Service Center. 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 Monthly Deduction or other charges
from a Sub-Account (as a result of Policyowner instructions or
the pro rata allocation of charges if the Policyowner has given
no instruction), each such deduction will result in cancellation
of a number of Accumulation Units equal in value to the charge
allocated to the Sub-Account. The dollar value of an
Accumulation Unit of each Sub-Account varies from valuation date
to valuation date based on the investment experience of that
Sub-Account. 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 Sub-Account.
NET INVESTMENT FACTOR - The net investment factor measures the
investment performance of a Sub-Account of the Variable Account
during the valuation period just ended. The net investment
factor for each Sub-Account is equal to 1.0000 plus the number
arrived at by dividing (a) by (b) and subtracting (c) and (d)
from the result, where
<PAGE>
(a) is the investment income of that Sub-Account for the
valuation period, plus capital gains, realized or unrealized,
credited during the valuation period; minus capital losses,
realized or unrealized, charged during the valuation period;
adjusted for provisions made for taxes, if any;
(b) is the value of that Sub-Account's assets at the beginning of
the valuation period;
(c) is a charge for mortality and expense risks for each day in
the valuation period equal to .90%, on an annualized basis,
of the Sub-Account's assets (which may be increased or
decreased by the Company, but may not exceed 1.275%); and
(d) is the Variable Account administrative charge for each day in
the valuation period equal on an annual basis to 0.25% of the
daily net asset value of that Sub-Account (applicable only
during the first ten Policy years).
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% prior to the Policy Date of Issue and 4% thereafter).
(b) FURNISH A SPECIMEN SCHEDULE SHOWING THE COMPONENTS OF THE
OFFERING PRICE OF THE TRUST'S SECURITIES AS OF THE LATEST
PRACTICABLE DATE.
<PAGE>
EXPLANATION OF AM CALCULATION ABBREVIATIONS
1 NAVECP - Net asset value from prior night.
2 SharesEPP - Shares at the end of the prior day.
4 CostEPP - What you paid in total for the shares referenced in #2.
6 ValECP - Value from the previous evening. This is prior day value + any
activity - M&E+-gross inv income.
7 UV - your unit value from prior night.
9 AccDivECP - any accrued dividends.
10 MktValECP - prior nights market value. SharesXNAV = accrued divs.
11 AccExpECP - any accrued M&E charges.
13 SharesBCP - Shares for the beginning of the period. Previous nights ending
shares + any shares from div reinvest.
14 CostBCP - Previous nights cost + any cost from div reinvest.
15 DFF - Daily Fee Factor (constant).
16 TUnitsBCP - Total Units inclusive of seed, equivalent, etc.
19 Value - Units x Unit Value.
21 SACPrelim - Preliminary M&E charge. Daily Fee Factor X ValECP (line 6).
22 AdjAss-Adjusted Assets. Prior nights Value (line 6) minus Preliminary M&E
charges (line 21).
23 Breakage - Adjusted Assets minus Prior nights Assets.
24 SACharge - Preliminary M&E charge +-Breakage = Final Daily M&E Charge.
25 AccExpBNP - Accrued expense Beginning of Next Period.
26 SACPull- Separate Accounts Charges Pulled. Once a month the Accrued M&E is
pulled and paid out.
27 ACCExpENP - Accrued Expense End of Next Period. What your accrued M&E will
be at the end of the day.
28 &Shares - any share adjustment taken.
29 &Cost - any adjustments to cost.
31 Addns - Dollar activity for the day.
35 NewDolInv - Dollars Invested that day.
36 NewShares - Shares resulting from that days dollar investment.
37 SharesSold - if dollars invested are negative resulting reduction in
shares.
38 SharesECP - Beginning shares plus any activity that day.
42 CostECP - Prior days cost plus any div reinvest cost plus any adjustments
plus current day activity for positive $ investments.
44 CostECP - Prior days cost less any negative dollar investment done with FIFO
method.
46 UnrealCGL - Unrealized calculated gain/loss. NAV X SharesEPP (2 above) minus
CostEPP (4 above).
<PAGE>
EXPLANATION OF PM CALCULATION ABBREVIATIONS
1 NAVEPP - Net asset value from prior night.
2 &SharesEPP - Any share adjustments made in the AM process.
4 ValECP - Value from the previous evening. This is pullled from line 6 of
the AM report.
6 UVEPP - Unit Value End of Prior Period. The previous nights Unit Value.
8 &Cost EPP - any adjustments to cost made in the AM process.
9 AccDivEPP - any accrued dividends remaining after the completion of the AM
process.
12 DivReinv - Dividend Reinvestment. Any dividend reinvestment that occurred in
the AM process.
13 SharesBPP - Shares Beginning of Prior Period. Shares at beginning of AM
process pulled from line 13 of AM report.
14 CostBPP - Cost at Beginning of Prior Period. Cost at beginning of AM process
pulled from line 14 of AM report.
24 SACharge - M&E charge from the morning process line 39.
26 SACPull- M&E pulled and paid out in the AM process line 26.
31 Addns - Dollar activity for the day from AM process line 31.
35 NewDolInv - Dollars Invested from AM process line 35.
36 NewShares - Shares resulting from that days dollar investment.
37 SharesSold - if dollars invested are negative resulting reduction in shares.
38 SharesEPP - Shares end of Prior Period. Beginning shares plus any activity
that day from AM process line 33.
39 NAVECP - Net asset Value End of Current Period. That nights closing NAV
provided by the Fund Manager.
42 AccDivECP - Accrued Dividends End of Current Period. Any accrued divs after
AM process plus any additional div inc from that night.
44 CostEPP - Cost end of Prior Period. Cost of shares owned after AM process.
Pulled from line 42 or 44 of AM process.
45 RealCGL - Realized Calculated Gain or Loss. Any gains or losses on any
shares sold in the AM process.
46 UnrealEPP - Unrealized Calculated Gain or Loss at the end of Prior Period
(AM). Pulled from line 47 or AM report.
47 UnrealECP - Unrealized Calculated Gain or Loss at the end of Current Period
(PM). Ending shares mult by current NAV minus the
Cost from the end of the prior period line 44.
48 UnrealCGL - Unrealized Calculated Gain or Loss. Unrealized from current
period minus Unrealized from the end of the prior period
lines 47 minus 46.
49 ValBCP - Value Beginning of Current Period. Value from end of prior period
(line 4) plus daily activity (line 31) minus daily M&E charge
(line 24).
51 GII - Gross Investment Income. Realized gain/loss (line 45) plus unrealized
gain/loss line 48.
52 GIR - Gross Investment Rate. Gross investment income (line 51) divided by
Value beginning of the period (line 49).
53 ValECP - Value at End of Current Period. Value at Beginning of Period
(line 49) plus Gross Investment Income (line 51).
54 DFF - Daily Fee Factor. Constant Factor used to calculate daily M&E charges.
55 NIF - Net Investment Factor. The whole number plus the gross investment rate
(line 52) minus the daily fee factor (line 54).
58 UV - Unit Value. The Net Investment Factor (line 55) multiplied by the prior
nights unit value (line 6). Rounded to 6 places.
<PAGE>
High Income
Sub-acct 171 (CM101, TSSG-554, FHILF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 292013.69
(6) UVEPP 1.2790400
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 24936.771
(14) CostBPP 290269.73
(24) SACharge 9.08
(26) SACPull 0.00
(31) Addns 207.12
(35) NewDolInv 207.12 (31) - (26)
(36) NewShares 17.662
(38) SharesEPP 24954.443
(39) NAVECP 11.72000
(42) AccDivECP 0.00 (41) + (9) - (12) [if shares]
(44) CostEPP 290466.85
(45) RealCGL 0.00 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP 1999.23
(47) UnrealECP 1999.22 ((39) x ((38) _ (3)), rounded) - ((44) + (8))
(48) UnrealCGL -0.0l (47) - (46)
(49) ValBCP 292211.73 (4) + ((31) - (24))
(51) GII -0.01 (41) + (45) + (48)
(52) GIR 0.00000000 (51) / (49), rounded
(53) ValECP 292211.72 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 0.99996840 1 + (52) - (54)
(56) UV 1.279000 (55) x (6), rounded
</TABLE>
<PAGE>
Money Market
Sub-acct 172 (CM102, TSSG-555, FMMLF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 334590.77
(6) UVEPP 1.06950300
(8) &CostEPP 0.00
(9) AccDivEPP 900.00
(12) DivReinv 0.00
(13) SharesBPP 333881.610
(14) CostBPP 333881.61
(24) SACharge 10.47
(26) SACPull 0.00
(31) Addns -12336.69
(35) NewDolInv -12336.69 (31) - (26)
(36) NewShares -12336.690
(38) SharesEPP 321544.920
(39) NAVECP 1.00000
(40) DDR 0.0001410000
(41) DivInc 45.32
(42) AccDivECP 946.14 (41) + (9) - (12) [if shares]
(44) CostEPP 321544.92
(45) RealCGL 0.00 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP 0.00
(47) UnrealECP 0.00 ((39) x ((38) + (3)), rounded) - ((44) + (8))
(48) UnrealCGL 0.00 (47) - (46)
(49) ValBCP 322243.61 (4) + ((31) - (24))
(51) GII 45.34 (41) + (45) + (48)
(52) GIR 0.00014100 (51) / (49), rounded
(53) ValECP 322288.95 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 1.00010940 1 + (52) - (54)
(56) UV 1.069620 (55) x (6), rounded
</TABLE>
<PAGE>
Overseas
Sub-acct 173 (CM103, TSSG-556, FOPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 491686.01
(6) UVEPP 1.14584900
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 27881.295
(14) CostBPP 468604.52
(24) SACharge 15.31
(26) SACPull 0.00
(31) Addns 1941.30
(35) NewDolInv 1941.30 (31) - (26)
(36) NewShares 109.989
(38) SharesEPP 27991.284
(39) NAVECP 17.75000
(42) AccDivECP 0.00 (41) + (9) - (12) [if shares]
(44) CostEPP 470545.82
(45) RealCGL 0.00 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP 23500.34
(47) UnrealECP 26299.47 ((39) x ((38) + (3)), rounded) - ((44) + (8))
(48) UnrealCGL 2799.13 (47) - (46)
(49) ValBCP 493612.00 (4) + ((31) - (24))
(51) GII 2799.13 (41) + (45) + (48)
(52) GIR 0.00567100 (51) / (49), rounded
(53) ValECP 496411.13 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 1.00563940 1 + (52) - (54)
(56) UV 1.152311 (55) x (6), rounded
Total Return
</TABLE>
<PAGE>
Total Return
Sub-acct 169 (CM003, TSSG-552, CTRLF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 2417367.229
(6) UVEPP 1.26646200
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 1344724.929
(14) CostBPP 2374919.80
(24) SACharge 75.93
(26) SACPull 0.00
(31) Addns 13194.26
(35) NewDolInv 13194.26 (31) - (26)
(36) NewShares 7333.102
(38) SharesEPP 1352058.031
(39) NAVECP 1.79632
(42) AccDivECP 0.00 (41) + (9) - (12) [if shares]
(44) CostEPP 2388114.06
(45) RealCGL 0.00 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP 44608.80
(47) UnrealECP 40616.17 ((39) x ((38) + (3)), rounded) - ((44) + (8))
(48) UnrealCGL -3992.63 (47) - (46)
(49) ValBCP 2430485.55 (4) + ((31) - (24))
(51) GII -3992.63 (41) + (45) + (48)
(52) GIR -0.00164300 (51) / (49), rounded
(53) ValECP 2426492.92 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 0.99832540 1 + (52) - (54)
(56) UV 1.264341 (55) x (6), rounded
</TABLE>
<PAGE>
Growth
Sub-acct 167 (CM001, TSSG-550, CGPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 4083627.98
(6) UVEPP 1.47091000
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 1510098.716
(14) CostBPP 3828280.55
(24) SACharge 129.21
(26) SACPull 0.00
(31) Addns 15284.57
(35) NewDolInv 15284.57 (31) - (26)
(36) NewShares 2.70556
(38) SharesEPP 0.00
(39) NAVECP 3843565.12
(42) AccDivECP 0.00 (41) + (9) - (12) [if shares]
(44) CostEPP 258961.70
(45) RealCGL 257373.19 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP -1588.51
(47) UnrealECP 4098783.34 ((39) x ((38) + (3)), rounded) - ((44) + (8))
(48) UnrealCGL -1588.51 (47) - (46)
(49) ValBCP -0.00038800 (4) + ((31) - (24))
(51) GII 4097194.83 (41) + (45) + (46)
(52) GIR 0.00003160 (51) / (49), rounded
(53) ValECP 4097194.83 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 0.99958040 1 + (52) - (54)
(56) UV 1.470293 (55) x (6), rounded
</TABLE>
<PAGE>
Oppenheimer Bond Fund
Sub-acct 167 (CM001, TSSG-550, CGPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
<TABLE>
<S> <C> <C>
(3) &SharesEPP 0.000
(4) ValEPP 171959.75
(6) UVEPP 1.12819600
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 14994.810
(14) CostBPP 171822.63
(24) SACharge 5.49
(26) SACPull 0.00
(31) Addns 5.49
(35) NewDolInv 5.49 (31) - (26)
(36) NewShares 0.478
(38) SharesEPP 14995.288
(39) NAVECP 11.45000
(42) AccDivECP 0.00 (41) + (9) - (12) [if shares]
(44) CostEPP 171828.12
(45) RealCGL 0.00 (0 max - (35)) - (0 max (14) - (44))
(46) UnrealEPP 317.79
(47) UnrealECP -132.07 ((39) x ((38) + (3)), rounded) - ((44) + (8))
(48) UnrealCGL -449.86 (47) - (46)
(49) ValBCP 171959.75 (4) + ((31) - (24))
(51) GII -449.86 (41) + (45) + (48)
(52) GIR -0.00261600 (51) / (49), rounded
(53) ValECP 171509.89 (49) + (51)
(54) DFF 0.00003160 daily fee factor current period
(55) NIF 0.99735240 1 + (52) - (54)
(56) UV 1.125209 (55) x (6), rounded
</TABLE>
(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
Sub-Account 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, sex,
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.
<PAGE>
Not Applicable.
(c) REASON FOR SUSPENSION.
Not Applicable.
(d) PERIOD DURING WHICH SUSPENSION WAS IN EFFECT.
Not Applicable.
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 Sub-Accounts 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-Sub-Accounts.
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 Sub-Accounts. The Policy
value is used in determining the surrender value (the Policy
value less any Debt and applicable surrender charges).
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 Sub-Accounts 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 Sub-Accounts
on the valuation date, determined for each Sub-Account
by multiplying the value of an Accumulation Unit in that
Sub-Account 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).
<PAGE>
Thus, the Policy value is determined by multiplying the
number of Accumulation Units in each Sub-Account by the
value of the applicable Accumulation Units on the particular
valuation date, adding the products, 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. At present,
these taxes are not significant. 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 Sub-Accounts will be redeemed at
net asset value. However, under the Policies, a surrender
or partial redemption may be subject to Surrender charges.
See 13(a), "SURRENDER CHARGES" and "PARTIAL WITHDRAWAL"
(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.
Assume that a male, Age 35 non-smoker purchases a $100,000 Policy. In this
example the Guideline Annual Premium ("GAP") equals $1,118.22. The initial
maximum surrender charge is calculated as follows:
<TABLE>
<S><C>
Maximum Surrender Charge per Table above ($16.60 x 100) $1,660.00
The maximum surrender charge will grade off as described above.
During any Policy Year, the maximum surrender charge can not exceed (a) plus (b), where (a) and (b) are calculated
as follows:
(a) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)
(b) Deferred Sales charge Varies
(not to exceed 49% of Premiums received, up to 1.660714 x GAP)
________
(a) plus (b)
During the first two (2) Policy years after the Date of Issue, the maximum
surrender charge can not exceed (c) plus (d), where (c) and (d) are
calculated as follows:
(c) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)
(d) Deferred Sales charge Varies
(not to exceed 29% of Premiums received, up to one GAP,
plus 9% of premiums received in excess of one GAP)
________
</TABLE>
<PAGE>
(c) plus (d)
EXAMPLE 1:
Assume the Policyowner surrenders the Policy in the 10th policy month,
having paid total premiums of $900.00. The actual surrender charge would be
$1,111.00. This is calculated as the lesser of :
Maximum Surrender Charge per Table above $1,660.00
(a) plus (b) [$850.00 + (.49 x $900.00)] $1,291.00
(c) plus (d) [$850.00 + (.29 x $900.00)] $1,111.00
EXAMPLE 2:
Assume the Policyowner surrenders the Policy in the 120th policy month
having paid total premiums of $9,000.00. After the 40th policy month, the
maximum surrender charge shown in the table above decreases by 0.5% per month
($8.30 per month in this example). The actual surrender charge would be
$996.00. This is calculated as the lesser of:
Maximum Surrender Charge per Table above $1,660.00
(remains level for first 40 months)
decreased by $8.30 for 80 months -$664.00
_______
$996.00
(a) plus (b) [$850.00 + (.49 x 1.660714 x $1,118.22)] $1,759.95
EXAMPLE 3.
Assume the policyholder surrenders the Policy in the 20th policy month (the
product was first sold approximately 20 months ago, therefore a 20 month
illustration approximates a surrender at the latest practicable date) launched
in having paid total premiums of $1,800.00. The actual surrender charge would
be $1,236.00. This would be calculated as the lesser of:
<TABLE>
<S><C>
Maximum Surrender Charge per Table in prospectus: $1660.00
(a) plus (b) $850.00 + [.49 x $1800.00] $1732.00
(c) plus (d) $850.00 + [(.29 x $1118.32) + (.09 x [$1800 - $1118.32])] $1236.00
</TABLE>
<PAGE>
EXPLANATION OF AM CALCULATION ABBREVIATIONS
1 NAVECP - Net asset value from prior night.
2 SharesEPP - Shares at the end of the prior day.
4 CostEPP - What you paid in total for the shares referenced in #2.
6 ValECP - Value from the previous evening. This is prior day value + any
activity-M&E+-gross inv income.
7 UV - your unit value from prior night.
9 AccDivECP - any accrued dividends.
10 MktValECP - prior nights market value. SharesXNAV = accrued divs.
11 AccExpECP - any accrued M&E charges.
13 SharesBCP - Shares for the beginning of the period. Previous nights ending
shares + any shares from div reinvest.
14 CostBCP - Previous nights cost + any cost from div reinvest.
15 DFF - Daily Fee Factor (constant).
16 TUnitsBCP - Total Units inclusive of seed, equivalent, etc.
19 Value - Units x Unit Value.
21 SACPrelim - Preliminary M&E charge. Daily Fee Factor X ValECP (line 6).
22 AdjAss-Adjusted Assets. Prior nights Value (line 6) minus Preliminary M&E
charges (line 21).
23 Breakage - Adjusted Assets minus Prior nights Assets.
24 SACharge - Preliminary M&E charge +-Breakage = Final Daily M&E Charge.
25 AccExpBNP - Accrued expense Beginning of Next Period.
26 SACPull- Separate Accounts Charges Pulled. Once a month the Accrued M&E is
pulled and paid out.
27 ACCExpENP - Accrued Expense End of Next Period. What your accrued M&E will
be at the end of the day.
28 &Shares - any share adjustment taken.
29 &Cost - any adjustments to cost.
31 Addns - Dollar activity for the day.
35 NewDolInv - Dollars Invested that day.
36 NewShares - Shares resulting from that days dollar investment.
37 SharesSold - if dollars invested are negative resulting reduction in
shares.
38 SharesECP - Beginning shares plus any activity that day.
42 CostECP - Prior days cost plus any div reinvest cost plus any adjustments
plus current day activity for positive $ investments.
44 CostECP - Prior days cost less any negative dollar investment done with
FIFO method.
46 UnrealCGL - Unrealized calculated gain/loss. NAV X SharesEPP (2 above) minus
CostEPP (4 above).
<PAGE>
EXPLANATION OF PM CALCULATION ABBREVIATIONS
1 NAVEPP - Net asset value from prior night.
2 &SharesEPP - Any share adjustments made in the AM process.
4 ValECP - Value from the previous evening. This is pulled from line 6 of
the AM report.
6 UVEPP - Unit Value End of Prior Period. The previous nights Unit Value.
8 &Cost EPP - any adjustments to cost made in the AM process.
9 AccDivEPP - any accrued dividends remaining after the completion of the
AM process.
12 DivReinv - Dividend Reinvestment. Any dividend reinvestment that occurred in
the AM process.
13 SharesBPP - Shares Beginning of Prior Period. Shares at beginning of AM
process pulled from line 13 of AM report.
14 CostBPP - Cost at Beginning of Prior Period. Cost at beginning of AM process
pulled from line 14 of AM report.
24 SACharge - M&E charge from the morning process line 39.
26 SACPull- M&E pulled and paid out in the AM process line 26.
31 Addns - Dollar activity for the day from AM process line 31.
35 NewDolInv - Dollars Invested from AM process line 35.
36 NewShares - Shares resulting from that days dollar investment.
37 SharesSold - if dollars invested are negative resulting reduction in
shares.
38 SharesEPP - Shares end of Prior Period. Beginning shares plus any activity
that day from AM process line 33.
39 NAVECP - Net asset Value End of Current Period. That nights closing NAV
provided by the Fund Manager.
42 AccDivECP - Accrued Dividends End of Current Period. Any accrued divs after
AM process plus any additional div inc from that night.
44 CostEPP - Cost end of Prior Period. Cost of shares owned after AM process.
Pulled from line 42 or 44 of AM process.
45 RealCGL - Realized Calculated Gain or Loss. Any gains or losses on any
shares sold in the AM process.
46 UnrealEPP - Unrealized Calculated Gain or Loss at the end of Prior Period
(AM). Pulled from line 47 or AM report.
47 UnrealECP - Unrealized Calculated Gain or Loss at the end of Current Period
(PM). Ending shares mult by current NAV minus the Cost from the end of the
prior period line 44.
48 UnrealCGL - Unrealized Calculated Gain or Loss. Unrealized from current
period minus Unrealized from the end of the prior period lines 47 minus 46.
49 ValBCP - Value Beginning of Current Period. Value from end of prior period
(line 4) plus daily activity (line 31) minus daily M&E charge (line 24).
51 GII - Gross Investment Income. Realized gain/loss (line 45) plus unrealized
gain/loss line 48.
52 GIR - Gross Investment Rate. Gross investment income (line 51) divided by
Value beginning of the period (line 49).
53 ValECP - Value at End of Current Period. Value at Beginning of Period
(line 49) plus Gross Investment Income (line 51).
54 DFF - Daily Fee Factor. Constant Factor used to calculate daily M&E charges.
55 NIF - Net Investment Factor. The whole number plus the gross investment rate
(line 52) minus the daily fee factor (line 54).
58 UV - Unit Value. The Net Investment Factor (line 55) multiplied by the prior
nights unit value (line 6). Rounded to 6 places.
<PAGE>
High Income
Sub-acct 171 (CM101, TSSG-554, FHILF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3) &SharesEPP 0.000
(4) ValEPP 292013.69
(6) UVEPP 1.2790400
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 24936.771
(14) CostBPP 290269.73
(24) SACharge 9.08
(26) SACPull 0.00
(31) Addns 207.12
(35) NewDolInv 207.12
(36) NewShares 17.662
(38) SharesEPP 24954.443
(39) NAVECP 11.72000
(42) AccDivECP 0.00
(44) CostEPP 290466.85
(45) RealCGL 0.00
(46) UnrealEPP 1999.23
(47) UnrealECP 1999.22
(48) UnrealCGL -0.0l
(49) ValBCP 292211.73
(51) GII -0.01
(52) GIR 0.00000000
(53) ValECP 292211.72
(54) DFF 0.00003160
(55) NIF 0.99996840
(56) UV 1.279000
<PAGE>
Money Market
Sub-acct 172 (CM102, TSSG-555, FMMLF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3) &SharesEPP 0.000
(4) ValEPP 334590.77
(6) UVEPP 1.06950300
(8) &CostEPP 0.00
(9) AccDivEPP 900.00
(12) DivReinv 0.00
(13) SharesBPP 333881.610
(14) CostBPP 333881.61
(24) SACharge 10.47
(26) SACPull 0.00
(31) Addns -12336.69
(35) NewDolInv -12336.69
(36) NewShares -12336.690
(38) SharesEPP 321544.920
(39) NAVECP 1.00000
(40) DDR 0.0001410000
(41) DivInc 45.32
(42) AccDivECP 946.14
(44) CostEPP 321544.92
(45) RealCGL 0.00
(46) UnrealEPP 0.00
(47) UnrealECP 0.00
(48) UnrealCGL 0.00
(49) ValBCP 322243.61
(51) GII 45.34
(52) GIR 0.00014100
(53) ValECP 322288.95
(54) DFF 0.00003160
(55) NIF 1.00010940
(56) UV 1.069620
<PAGE>
Over Seas
Sub-acct 173 (CM103, TSSG-556, FOPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3) &SharesEPP 0.000
(4) ValEPP 491686.01
(6) UVEPP 1.14584900
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 27881.295
(14) CostBPP 468604.52
(24) SACharge 15.31
(26) SACPull 0.00
(31) Addns 1941.30
(35) NewDolInv 1941.30
(36) NewShares 109.989
(38) SharesEPP 27991.284
(39) NAVECP 17.75000
(42) AccDivECP 0.00
(44) CostEPP 470545.82
(45) RealCGL 0.00
(46) UnrealEPP 23500.34
(47) UnrealECP 26299.47
(48) UnrealCGL 2799.13
(49) ValBCP 493612.00
(51) GII 2799.13
(52) GIR 0.00567100
(53) ValECP 496411.13
(54) DFF 0.00003160
(55) NIF 1.00563940
(56) UV 1.152311
<PAGE>
Total Return
Sub-acct 169 (CM003, TSSG-552, CTRLF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3) &SharesEPP 0.000
(4) ValEPP 2417367.229
(6) UVEPP 1.26646200
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 1344724.929
(14) CostBPP 2374919.80
(24) SACharge 75.93
(26) SACPull 0.00
(31) Addns 13194.26
(35) NewDolInv 13194.26
(36) NewShares 7333.102
(38) SharesEPP 1352058.031
(39) NAVECP 1.79632
(42) AccDivECP 0.00
(44) CostEPP 2388114.06
(45) RealCGL 0.00
(46) UnrealEPP 44608.80
(47) UnrealECP 40616.17
(48) UnrealCGL -3992.63
(49) ValBCP 2430485.55
(51) GII -3992.63
(52) GIR -0.00164300
(53) ValECP 2426492.92
(54) DFF 0.00003160
(55) NIF 0.99832540
(56) UV 1.264341
<PAGE>
Growth
Sub-acct 167 (CM001, TSSG-550, CGPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3) &SharesEPP 0.000
(4) ValEPP 4083627.98
(6) UVEPP 1.47091000
(8) &CostEPP 0.00
(9) AccDivEPP 0.00
(12) DivReinv 0.00
(13) SharesBPP 1510098.716
(14) CostBPP 3828280.55
(24) SACharge 129.21
(26) SACPull 0.00
(31) Addns 15284.57
(35) NewDolInv 15284.57
(36) NewShares 2.70556
(38) SharesEPP 0.00
(39) NAVECP 3843565.12
(42) AccDivECP 0.00
(44) CostEPP 258961.70
(45) RealCGL 257373.19
(46) UnrealEPP -1588.51
(47) UnrealECP 4098783.34
(48) UnrealCGL -1588.51
(49) ValBCP -0.00038800
(51) GII 4097194.83
(52) GIR 0.00003160
(53) ValECP 4097194.83
(54) DFF 0.00003160
(55) NIF 0.99958040
(56) UV 1.470293
<PAGE>
OPPENHEIMER BOND FUND
Sub-acct 167 (CM001, TSSG-550, CGPLF), Co. 373, Line 3, as of 05/31/96 PM calc.
(3)&SharesEPP 0.000
(4)ValEPP 171959.75
(6)UVEPP 1.12819600
(8)&CostEPP 0.00
(9)AccDivEPP 0.00
(12)DivReinv 0.00
(13)SharesBPP 14994.810
(14)CostBPP 171822.63
(24)SACharge 5.49
(26)SACPull 0.00
(31)Addns 5.49
(35)NewDolInv 5.49
(36)NewShares 0.478
(38)SharesEPP 14995.288
(39)NAVECP 11.45000
(42)AccDivECP 0.00
(44)CostEPP 171828.12
(45)RealCGL 0.00
(46)UnrealEPP 317.79
(47)UnrealECP -132.07
(48)UnrealCGL -449.86
(49)ValBCP 171959.75
(51)GII -449.86
(52)GIR -0.00261600
(53)ValECP 171509.89
(54)DFF 0.00003160
(55)NIF 0.99735240
(56)UV 1.125209
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 Series Fund and the Oppenheimer
Funds. The Series 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. VIPF may issue
shares to unaffiliated insurance companies. All transactions are at
net asset value. The Company will redeem sufficient shares of the
-6-
<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.
Massachusetts Insurance Department. 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 an effective annual rate of 0.90% of the
average daily net asset value of each Sub-Account 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.
Additionally, during the first ten Policy years, the Company
assesses a charge on an annual basis of 0.25% of the daily net
asset value in each Sub-Account for administrative costs
associated with the Variable Account.
The contingent surrender charge (See 13(a)) includes a component for
administrative services, which may be deemed to include custodial
services.
-7-
<PAGE>
The amount of fees paid under the contingent deferred surrender charge
which constitute the component for administrative services for the
year ending December 31, 1995 was:
$6,011
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 Sub-Accounts, 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 individual flexible premium variable life
insurance policies.
(c) THE TYPES OF RISKS INSURED AND EXCLUDED.
The Policies are offered to individuals age 80 and under, 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.
-8-
<PAGE>
The Policies provide insurance coverage on the life of the
Insured. The minimum Sum Insured is stated in each Policy.
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 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.
$4,486,304
(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
-9-
<PAGE>
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 Sub-Account of the Variable Account
is to invest in a particular Underlying Fund.
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 Sub-Accounts of the Variable Account
or that the Sub-Accounts of the Variable Account 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 or the affected Sub-Account,
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 Policy interest in a Sub-Account 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
Sub-Accounts 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 SEC
approval, the Company may, in its sole discretion, establish new
Sub-Accounts or eliminate one or more Sub-Accounts if marketing
needs, tax considerations or investment conditions warrant. Any
new Sub-Accounts may be deemed available to existing Policyowners
on a basis to be determined by the Company. 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 Sub-Account may be
-10-
<PAGE>
operated as a management company under the 1940 Act, may be
deregistered if registration is no longer required, or may be
combined with other separate accounts of 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.
(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
PANORAMA SERIES FUND I, INC.GOVERNMENT SECURITIES PORTFOLIO
PANORAMA SERIES FUND I, INC. INCOME PORTFOLIO
(2) DATE OF ELIMINATION
MAY 1, 1996
(3) REASONS FOR ELIMINATION
PRIOR TO MARCH 1, 1996, THE POLICIES WERE ISSUED BY
CONNECTICUT MUTUAL LIFE INSURANCE COMPANY ("CML"). ON
MARCH 1, 1996, CML MERGED WITH AND INTO MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY ("MASSMUTUAL"). UPON THE
MERGER, CML'S EXISTENCE CEASED AND MASSMUTUAL BECAME THE
SURVIVING COMPANY UNDER THE NAME MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY. IN APPROVING THE MERGER, THE BOARDS OF
DIRECTORS OF MASSMUTUAL AND CML DETERMINED THAT THE MERGER
WOULD RESULT IN A COMBINED COMPANY THAT WOULD BE STRONGER AND
MORE EFFICIENT AND THEREFORE MORE COMPETITIVE THAN EITHER
MASSMUTUAL OR CML ALONE. AMONG THE BUSINESS PURPOSES THAT
THE BOARDS OF DIRECTORS OF EACH COMPANY HOPED TO ACHIEVE WAS
THE REDUCTION IN THE OVERALL OPERATION EXPENSES BEING
INCURRED BY THE COMPANIES. MANAGEMENT OF BOTH COMPANIES
BELIEVED THAT A REDUCTION IN SUCH EXPENSES COULD BE ACHIEVED,
IN PART, FROM ECONOMIES OF SCALE IN INVESTMENT MANAGEMENT
ARISING FROM THE CONSOLIDATION OF VARIOUS INVESTMENT
OPERATIONS OF THE TWO COMPANIES. AS PART OF THE
CONSOLIDATION OF SUCH INVESTMENT OPERATIONS, THE MERGED
COMPANY HAS BEGUN THE CONSOLIDATION OF THE ASSETS OF A NUMBER
OF SMALL MANAGEMENT INVESTMENT COMPANIES PREVIOUSLY MANAGED
OR ADVISED BY AFFILIATED ENTITIES OF CML WITH THOSE OF LARGER
MANAGEMENT INVESTMENT COMPANIES HAVING SUBSTANTIALLY
IDENTICAL OR VERY SIMILAR INVESTMENT OBJECTIVES MANAGED OR
ADVISED BY MASSMUTUAL OR ITS AFFILIATED ENTITIES.
MORE SPECIFIC TO THE POLICIES AND PURSUANT TO THE GOAL OF
CONSOLIDATING THE INVESTMENT MANAGEMENT OPERATIONS, THE
SHAREHOLDERS OF THE PANORAMA SERIES
-11-
<PAGE>
FUND, INC.("SERIES FUND") AUTHORIZED THE SERIES FUND ON
FEBRUARY 14, 1996 TO ENTER INTO NEW INVESTMENT ADVISORY
AGREEMENTS WITH OPPENHEIMERFUNDS, INC. ("OFI") AN AFFILIATE
OF MASSMUTUAL. THE SERIES FUND WAS PREVIOUSLY ADVISED BY
AN AFFILIATE OF CML. THE GOVERNMENT SECURITIES PORTFOLIO
AND THE INCOME PORTFOLIO, EACH A SEPARATE SERIES OF THE
SERIES FUND, WERE PREVIOUSLY CONSIDERED UNDERLYING FUNDS.
MASSMUTUAL AND OFI DETERMINED THAT THE GOVERNMENT
SECURITIES PORTFOLIO AND THE INCOME PORTFOLIO MAINTAINED
INVESTMENT OBJECTIVES SIMILAR TO THE OPPENHEIMER VARIABLE
ACCOUNT FUNDS - BOND FUND. THEREFORE, PURSUANT TO AN
EXEMPTIVE ORDER GRANTED BY THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 11, 1996, THE VARIABLE ACCOUNT ON
MAY 1, 1996 SUBSTITUTED SHARES OF THE BOND FUND OF THE
OPPENHEIMER VARIABLE ACCOUNT FUNDS FOR SHARES OF THE
GOVERNMENT SECURITIES AND INCOME PORTFOLIOS OF THE
SERIES FUND.
(4) THE USE OF THE PROCEEDS FROM THE SALE OF THE ELIMINATED
SECURITY.
THE VARIABLE ACCOUNT APPLIED THE PROCEEDS OBTAINED FROM THE
REDEMPTION OF SHARES OF THE GOVERNMENT SECURITIES PORTFOLIO
AND THE INCOME PORTFOLIO OF THE SERIES FUND TO PURCHASE
SHARES OF THE BOND FUND OF THE OPPENHEIMER FUND.
(5) TITLE OF SECURITY SUBSTITUTED, IF ANY.
THE BOND FUND OF THE OPPENHEIMER VARIABLE ACCOUNT FUNDS.
(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 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.
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<PAGE>
(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) in several
states. At present, these taxes are not significant. 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 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.
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<PAGE>
ATTACHMENT A
<TABLE>
<CAPTION>
Year Year
1994 1995
Distribution of Certificates Annual Cumulative Annual Cumulative
- - - ---------------------------- ----------------- -----------------
<S> <C> <C>
1. Number 21* 1320*
2. Total denomination of all certificates distributed $19,941,870 $301,694,537
3. Total payments by all certificate holders $ 59,461 $ 4,701,013
4. Expense deductions
(a) Sales load $ 30,283 $ 338,269
(b) Insurance premiums $ 0 $ 0
(c) Other expenses $ 240 $ 67,315
(d) Total expenses (a/b/c) $ 30,523 $ 405,584
5. Amount invested (3-4d) $ 28,938 $ 4,295,429
Termination of Certificates**
6. Number 0 3
7. Total denomination of certificates terminated 0 $ 300,000
8. Total payments by such certificate holders 0 $ 1,130
9. Total payments or credits to such certificate holders:
(a) Net asset proceeds (cash or value of portfolio 0 0
securities) (See 19)
(b) Income distributions (excluding reinvestments) 0 0
(c) Total (a/b) 0 0
10. Total payments by such certificate holders OVER(/) or
UNDER (-) payments to such certificate holders (8-9c) $ 0 $(/) 1,130
Certificates Outstanding
11. Number 18 1303
12. Total denomination of certificates outstanding $2,915,000 $300,014,539
13. Total payments by such certificate holders: (3-8) $ 52,935 $ 4,690,971
14. Total payments to an investment of such certificate holders
(a) Net investment-market value (See 20) N/A N/A
(b) Income distributions (excluding reinvestments) $ 0 $ 0
15. Total payments by such certificate holders OVER (/) or
UNDER (-) net investment of an income distribution to
certificate holders (13-14c) $ 522,935 $ 4,690,971
Summary
16. Investors' combined gain (/) or loss and shrinkage (-) in
value (10/15) N/A N/A
17. Distribution of Item 16:
(a) Expense deductions N/A N/A
(b) Realized and unrealized appreciation (/) or depreciation
18. Ratios: N/A N/A
(a) Percentage of payments by (8) to payments to (9c)
holders of terminated certificates N/A N/A
(b) Percentage of payments by 13) to payments to and
investment at market (14c) for holders of outstanding
certificates N/A N/A
Memorandum Data
19. Amount (annual cumulative) of reinvested distributions N/A N/A
20. Amount (cumulative) of reinvested distributions N/A N/A
</TABLE>
14
<PAGE>
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 have been filed under post-effective amendment
number 1 to the registration statement for the Policy on Form S-6
filed under the Securities Act of 1933 on April 29, 1996. They
are incorporated herein by reference.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The Financial Statements have been filed under post-effective
amendment number 1 to the registration statement on Form S-6
filed by the Registrant pursuant the Securities Act of 1933 on
April 29, 1996. They are incorporated herein by reference.
IX. EXHIBITS
A. Furnish the most recent form of the following:
(1) Indenture
(a) Certified Copy of an authorization by the Board of
Directors of Connecticut Mutual Life Insurance Company
dated March 6, 1970 pursuant to which the Variable Account
was established.*
(b) Directive signed by an executive officer of Connecticut
Mutual Life Insurance Company, as authorized by the Board
of Directors, establishing the Variable Account.*
(2) Not Applicable.
(3) (a) Form of Principal Underwriting Agreement with MML
Distributors, LLC*
15
<PAGE>
(3) (a) Form of Co-Distributors Agreement with MML Investors
Services, Inc.**
(b) Form of Broker Dealer Selling Agreement.*
(c) Form of Registered Representative Agreement.*
(4) Not Applicable.
(5) (a) Form of Policy.*
(b) Policy riders.*
(6) Organizational documents of the Company.*
(7) Not applicable.
(8) (a) Form of Participation Agreement with Panorama Series Fund,
Inc.*
(b) Form of Participation Agreement with Variable Insurance
Products Fund.*
(b) Form of Participation Agreement with Oppenheimer Variable
Account Funds.**
(9) Not applicable.
(10) Form of Application for Policy.*
B. (1) None.
(2) None.
C. None.
* Incorporated by reference to Registrant's Initial Registration Statement on
Form S-6 (File No. 33-78488) filed on May 2, 1994.
** Incorporated by reference to Registrant's Post-Effective Amendment Number 1
to the Registration Statement on Form S-6 (File No. 333-01349) filed on
April 29, 1996.
16
<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 June 28, 1996.
CONNECTICUT 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
Assistant General Counsel
Attest: Ann F. Lomeli
(Name)
Corporate Secretary and Counsel
- - - -------------------------------
(Title)
17
