<PAGE>
Registration No. 33-83798
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Post-Effective Amendment No. 2
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Post-Effective Amendment No. / 2 /
---
Massachusetts Mutual Variable Annuity Separate Account 3
--------------------------------------------------------
(Exact Name of Registrant)
Massachusetts Mutual Life Insurance Company
-------------------------------------------
(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111
----------------------------------------------------
(Address of Depositor's Principal Executive Offices)
(413) 788-8411
Thomas F. English
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: May 1, 1996.
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485.
- ----
X on May 1, 1996 pursuant to paragraph (b) of Rule 485.
- ----
60 days after filing pursuant to paragraph (a) of Rule 485.
- ----
on (date) pursuant to paragraph (a) of Rule 485.
- ----
STATEMENT PURSUANT TO RULE 24f-2
The Registrant has registered an indefinite number or amount of its variable
annuity contracts under the Securities Act of 1933 pursuant to Rule 24f-2 under
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
fiscal year ended December 31, 1995 was filed on or about February 22, 1996.
<PAGE>
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 2
TO THE REGISTRATION STATEMENT
This Amendment is comprised of the following:
The Facing Sheet.
The Cross Reference Sheet.
Part A, the Prospectus consisting of 21 pages.
Part B, the Statement of Additional Information consisting of 21 pages.
Part C, Other Information.
The Signatures.
Exhibit 3 (i)(a) Form of Distribution Agreement
Exhibit 3 (i)(b) Form of Co-Underwriting Agreement
Exhibit 10 Written consent of Coopers & Lybrand L.L.P., independent
accountants.
Exhibit 13 Computation of Performance
Exhibit 15 Powers of Attorney
Exhibit 27 Financial Data Schedule
<PAGE>
CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4
N-4 Item Caption in Prospectus
- -------- ---------------------
l .............................................. Cover Page
2 .............................................. Glossary
3 .............................................. Table of Fees & Expenses
4 .............................................. To be filed by Amendment
5 .............................................. MassMutual, Oppenheimer, the
Separate Account and the Trusts
6 .............................................. Contract Charges; Distribution
7 .............................................. Miscellaneous Provisions;
An Explanation of the
Contracts; Reservation of
Rights; Contract Owner's
Voting Rights
8 .............................................. The Annuity (Pay-Out) Period
9 .............................................. The Death Benefit
10 ............................................. The Accumulation (Pay-In)
Period; Distribution
11 ............................................. Right to Return Contract;
Redemption Privilege
12 ............................................. Federal Tax Status
13 ............................................. None
14 ............................................. Additional Information
<PAGE>
Caption in Statement of
-----------------------
Additional Information
----------------------
15 ............................................. Cover Page
16 ............................................. Table of Contents
17 ............................................. General Information
18 ............................................. Service Arrangements and
Distribution
19 ............................................. Service Arrangements and
Distribution
20 ............................................. Service Arrangements and
Distribution
21 ............................................. Performance Measures
22 ............................................. Contract Value Calculations
23 ............................................. Report of Independent
Accountants and
Financial Statements
<PAGE>
MassMutual and Affiliated Companies Service Center
ALLIANCE-ONE Services, L.P.
301 West 11th Street
Kansas City, MO 64105
(800) 258-4511
or
P. O. Box 419607
Kansas City, MO 64141-1007
PROSPECTUS
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
OPPENHEIMERFUNDS LIFETRUST VARIABLE ANNUITY CONTRACT
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 3
This prospectus (the "Prospectus") describes a flexible purchase payment
individual variable annuity contract (the "Contract") issued by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Contract provides for the
accumulation of contract values prior to maturity and for the distribution of
annuity benefits thereafter.
Purchase payments may be allocated among the thirteen Divisions of Massachusetts
Mutual Variable Annuity Separate Account 3 (the "Separate Account"), and, in the
majority of states, a Fixed Account with a Market Value Adjustment feature (the
"Fixed Account" or the "Market Value Adjustment Account"). Please contact the
Annuity Service Center indicated above for more information about the
availability of the Fixed Account. For a more thorough discussion of the Fixed
Account, please see - Fixed Account and the Market Value Adjustment Feature on
page 16.
Purchase payments allocated to a Division of the Separate Account will be
invested in a corresponding fund (a "Fund") of either MML Series Investment Fund
(the "MML Trust") or Oppenheimer Variable Account Funds (the "Oppenheimer Trust"
- - collectively MML Trust and Oppenheimer Trust are referred to as the "Trusts").
The Trusts are both open-end, diversified management investment companies
suitable for use with variable annuity contracts.
Annuity benefits can be either fixed or variable amounts or a combination of
both. The Contract value prior to maturity, except for amounts allocated to the
Fixed Account, and the amount of any variable annuity payments thereafter will
vary with the investment performance of the Funds which You have selected.
MassMutual serves as depositor for the Separate Account.
The Prospectus for MML Trust, which is attached to this Prospectus, describes
the investment objectives and risks of investing in the four available MML
Funds: MML Equity Fund; MML Money Market Fund; MML Managed Bond Fund; and MML
Blend Fund. Similarly, the Prospectus for the Oppenheimer Trust describes the
investment objectives and risks of investing in the nine available Oppenheimer
Funds: Oppenheimer Money Fund; Oppenheimer High Income Fund; Oppenheimer Bond
Fund; Oppenheimer Capital Appreciation Fund; Oppenheimer Growth Fund;
Oppenheimer Multiple Strategies Fund; Oppenheimer Global Securities Fund;
Oppenheimer Strategic Bond Fund; and Oppenheimer Growth & Income Fund.
This Prospectus sets forth the information that a prospective investor ought to
know before investing. Certain additional information about the Contract is
contained in a Statement of Additional Information dated May 1, 1996 which has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents for the Statement of Additional
Information appears on page 21 of this Prospectus. The Statement of Additional
Information is available upon written or oral request and without charge from
the Service Center.
THIS PROSPECTUS MUST BE ACCOMPANIED BY OR PRECEDED BY THE PROSPECTUSES OF BOTH
THE OPPENHEIMER VARIABLE ACCOUNT FUNDS AND THE MML SERIES FUND, WHICH ARE
ATTACHED HERETO. ADDITIONALLY, IN STATES WHERE THE FIXED ACCOUNT IS OFFERED,
THIS PROSPECTUS MUST ALSO BE ACCOMPANIED BY A PROSPECTUS FOR THE FIXED ACCOUNT.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus and the Statement of Additional Information are dated May 1,
1996, and may be amended from time to time.
All Contracts are serviced through MassMutual's Service Center. MassMutual's
Home Office is located in Springfield, Massachusetts. MassMutual's Principal
Administrative Office is located at 1295 State Street Springfield, Massachusetts
01111-0001.
<PAGE>
<TABLE>
<CAPTION>
Contents
Page
<S> <C>
Glossary.............................................................. 3
Summary............................................................... 4
Table of Fees and Expenses............................................ 5
Condensed Financial Information....................................... 7
MassMutual, OppenheimerFunds, Inc.,
The Separate Account and The Trusts................................. 8
Massachusetts Mutual Life Insurance Company.......................... 8
OppenheimerFunds, Inc................................................ 8
The Separate Account................................................. 8
The Trusts........................................................... 8
Investments and Objectives of the Available Funds.................... 9
Possible Conflicts................................................... 10
An Explanation of the Contract........................................ 10
General-Uses of the Contract......................................... 10
The Accumulation (Pay-In) Period..................................... 10
How Contracts May Be Purchased....................................... 10
Initial Purchase..................................................... 10
Subsequent Purchases................................................. 10
Wire Transfer........................................................ 11
Electronic Data Transmission of Application Information.............. 11
Allocation of Purchase Payments...................................... 11
General Transfer Rules............................................... 11
Telephone Transfers.................................................. 11
Automatic Transfers.................................................. 12
Right to Return Contracts............................................ 12
The Death Benefit.................................................... 12
Redemption Privileges................................................ 13
Automatic Partial Redemptions........................................ 13
Tax Sheltered Annuity Redemption Restrictions........................ 13
The Annuity (Pay-Out) Period......................................... 13
Annuity Benefits..................................................... 13
Payment Options...................................................... 14
Fixed Income Option.................................................. 14
Variable Monthly Income Option....................................... 14
Fixed-Time Payment Option............................................ 14
Life Income Payments................................................. 14
Joint-and-Survivor Life Income Payments.............................. 14
Joint-and-Survivor Life Income Payments (Two-Thirds to the Survivor). 15
Payments After Death of Annuitant.................................... 15
Special Limitations.................................................. 15
Charges and Deductions................................................ 15
Asset Charge......................................................... 15
Administrative Charge................................................ 15
Contingent Deferred Sales Charge..................................... 15
Premium Taxes........................................................ 16
Fund Expenses........................................................ 16
The Fixed Account and the Market Value Adjustment Feature............. 16
Market Value Adjustment.............................................. 17
Distribution.......................................................... 17
Miscellaneous Provisions.............................................. 17
Termination of Liability............................................. 17
Adjustment of Units and Unit Values.................................. 18
Periodic Statements.................................................. 18
Contract Owner's Voting Rights........................................ 18
Reservation of Rights................................................. 18
Federal Tax Status.................................................... 18
Introduction......................................................... 18
Tax Status of MassMutual............................................. 18
Taxation of Contracts in General...................................... 19
Penalty Taxes........................................................ 19
Annuity Distribution Rules of Section 72(s).......................... 19
Tax Withholding...................................................... 19
Tax Reporting........................................................ 20
Taxation of Qualified Plans, TSAs and IRAs........................... 20
Performance Measures.................................................. 20
Standardized Average Annual Total Return............................. 20
Additional Performance Measures...................................... 21
Additional Information................................................ 21
</TABLE>
10
<PAGE>
Glossary
As used in this Prospectus, the following terms mean:
Accumulated Amount: For each amount credited to a Segment of the Fixed Account
the Accumulated Amount on any date is the amount credited to the Segment
accumulated to that date at the Guaranteed Rate for that amount.
Accumulated Value: The value of a Contract on or prior to the Maturity Date
equal to the Variable Value plus the Fixed Value.
Accumulation Period: The period prior to the Maturity Date, during the lifetime
of the Annuitant and Contract Owner.
Accumulation Unit: A unit of measurement used in determining the value of
amounts credited to a Contract in a Division of the Separate Account on or prior
to the Maturity Date.
Annuitant: The person on whose life the Contract is issued.
Annuity Unit: A unit of measurement used in determining the amount of each
Variable Monthly Income payment.
Application: The document executed by a Contract Owner evidencing his or her
desire to purchase a Contract.
Beneficiary: The person(s) or entity(ies) designated by the Contract Owner to
receive a death benefit under the Contract, if any, upon the death of the
Contract Owner or the Annuitant.
Cash Redemption Value: The value of a Contract which a Contract Owner will
receive if the Contract is redeemed, equal to Accumulated Value less
Administrative Charges, Sales Charges, premium taxes, and a Market Value
Adjustment, if any such charges are applicable.
Contract Date: The Date used to determine the Annuitant's age at the
commencement of the Contract and to determine the start of the first Contract
Year.
Contract Owner(s): The owner (and in some instances the owners) of a Contract.
Contract Owners may include the Annuitant, another individual, an employer, a
trust, or any entity specified in an employee benefit plan. If the Contract is
issued under Section 403(b), Section 408(b) or Section 408(k) of the Internal
Revenue Code, the Contract Owner must be the Annuitant.
Contract Year: A period of 12 months starting on the Contract Date and on each
anniversary of the Contract Date.
Division(s): A sub-account of the Separate Account, the assets of which consist
of shares of a specified Fund of either the MML Trust or the Oppenheimer Trust.
Expiration Date: The Date on which the Guarantee Period for an Accumulated
Amount ends.
Fixed Account: In certain states, the Contract offers a Fixed Account which pays
interest at a Guaranteed Rate on amounts credited to a particular Segment. If
such amounts are withdrawn prior to the end of the Guarantee Period, a Market
Value Adjustment will be made. Assets attributable to the Fixed Account are not
included in assets which are allocated to the Divisions of the Separate Account.
Fixed Income: A benefit providing for periodic payments of a fixed dollar amount
throughout the annuity period. The benefit does not vary with, or reflect the
investment performance of, any Division of the Separate Account.
Fixed Value: On any date, the Fixed Value of the Contract is the sum of the
Accumulated Amounts credited to all Segments of the Fixed Account.
Funds: The thirteen separate series of shares of Oppenheimer Variable Account
Funds and MML Series Investment Fund, both of which are open-end, diversified
management investment companies, registered with the Securities and Exchange
Commission, in which the Divisions of the Separate Account invest.
Guarantee Period: The period for which interest accrues at the Guaranteed Rate
on an amount credited to a Segment. Guarantee Periods range in whole-year
periods from one to ten years.
Guaranteed Rate: The effective annual interest rate MassMutual uses to accrue
interest on an amount credited to a Segment as of a certain date. Guarantee
Rates are level for the entire Guarantee Period and are fixed at the time an
amount is credited to the Segment.
Market Value Adjustment ("MVA"): An adjustment made to the amount that the
Contract Owner will receive if money is taken from an Accumulated Amount prior
to the Expiration Date of its Guarantee Period.
Maturity Date: The date designated by the Contract Owner as of which Variable
Monthly Income payments (or, if elected, Fixed Income payments or a payment in
one sum) will begin. This date may be no later than the Annuitant's 90th
birthday (unless an earlier date is required by law.)
Maturity Value: The Cash Redemption Value of a Contract at Maturity.
Non-Qualified Contract: A Contract not used in connection with a retirement plan
receiving favorable federal income tax treatment under Sections 401, 403(b), or
408 of the Internal Revenue Code.
Purchase Payment: An amount paid to MassMutual by, or on behalf of, the
Annuitant.
Qualified Contract: A Contract used in connection with a retirement plan
receiving favorable federal income tax treatment under Sections 401, 403(b), or
408 of the Internal Revenue Code.
Segment: All Guarantee Periods of a given length constitute a Segment. Segments
for all Guarantee Periods may not be available at one time.
Service Center: The office at which the administration of the Contract occurs.
Valuation Date: A valuation date is any date on which the net asset value of the
shares of the Funds is determined. Generally, this will be any date on which the
New York Stock Exchange (or its successor) is open for trading.
11
<PAGE>
Valuation Period: The period of time from the end of one Valuation Date to the
end of the next Valuation Date.
Valuation Time: The time of the close of the New York Stock Exchange (currently
4:00 p.m. New York time) on a Valuation Date. All actions to be performed on a
Valuation Date will be performed as of the Valuation Time.
Variable Monthly Income: A benefit providing for monthly payments that vary
with, and reflect the investment performance of, one or more Divisions of the
Separate Account.
Variable Value: On any date, the Variable Value of a Contract is the sum of the
values of the Accumulation Units credited to each Division of the Separate
Account. The value in each Division is equal to the Accumulation Unit Value
multiplied by the number of units in that Division You own.
You or Your refers to the Contract Owner.
Summary
THE NATURE OF THE CONTRACT
The product described in this Prospectus is a flexible premium variable annuity
contract. (See - The Accumulation (Pay-In) Period, page 10). It is designed to
allow a Contract Owner to accumulate values over time for uses such as
retirement planning.
Generally, the Contract is purchased by completing an application and submitting
it for approval together with an initial premium payment to MassMutual through
Your registered representative. The minimum initial premium is $2,000.
PURCHASING THE CONTRACT
Contracts may be purchased by both Qualified Plans and by individuals or
entities not qualifying for favorable tax treatment under the Internal Revenue
Code. The Contracts are also available for certain Tax Sheltered Annuities and
Individual Retirement Annuities.
INVESTMENTS UNDER THE
CONTRACT
The Contract offers 13 separate investment Divisions to which a Contract Owner
may allocate money. The Divisions offered represent a wide range of investment
strategies, including money market, bond, blend, global securities, equity, and
high-income (junk bond) funds, among others. Additionally, a Fixed Account with
a Market Value Adjustment feature is available in the majority of states. For
more information concerning available investments please review the Separate
Account discussion beginning on page 8 of this prospectus and the Fixed Account
discussion beginning on page 16.
INQUIRIES CONCERNING THE
CONTRACT
If You have questions about the Contract, please either consult Your registered
representative or contact a customer service representative at the Service
Center.
TRANSFERS
Currently, during the Accumulation Period You may make up to 14 transfers per
Contract Year among the Divisions without incurring a charge. MassMutual
reserves the right to charge a fee of $20 for transfers in excess of 4 transfers
per Contract Year. In the annuity pay-out period, You may make transfers once
every three months. Additionally, subject to certain limitations, You may make
transfers to and from amounts held in the Fixed Account. (See - General Transfer
Rules, page 11.)
REDEMPTION RIGHTS
You may redeem all or part of the Contract's Accumulated Value at any time prior
to the Maturity Date. All redemptions may be subject to a Sales Charge.
Redemptions from the Fixed Account may be subject to a Market Value Adjustment.
Please note that redemptions may result in the imposition of penalty taxes. (See
- - Contingent Deferred Sales Charge on page 15, and Penalty Taxes on page 19.)
DEATH BENEFIT PRIOR TO MATURITY
If the Annuitant dies before the death of the Owner and before the Maturity
Date, the Death Benefit will depend on the Annuitant's Age at the time that the
Contract was issued. The beneficiary named in the Contract will receive the
greater of: (a) the total of all purchase payments made to the Contract less all
partial redemptions accumulated at 5% to Annuitant's 75th birthday and 0%
thereafter, but not more than two times the difference between all purchase
payments and all redemptions; or (b) the Accumulated Value of the Contract less
any applicable Administrative Charge (and any Sales Charge, if the Annuitant's
age on the Contract Date exceeds 75).
If the Contract Owner dies prior to the Maturity Date, the named beneficiary
will receive the Cash Redemption Value of the Contract.
Please note that in some states, the Death Benefit described above may not be
available. For more information concerning the available death benefits see The
Death Benefit, on page 12.
TAX TREATMENT
Under current law, during the accumulation phase of the Contract, the Contract's
Accumulated Value is not taxed. If redemptions are made from the Contract prior
to age 59 1/2, a ten percent (10%) federal income tax penalty will apply to
the income portion of the withdrawal. In certain instances, the tax penalty will
not apply. Please review Taxation of Contracts in General, beginning on page 18,
for a more detailed description of the tax rules applicable to the Contract.
Partial or full redemption of a Contract may require MassMutual to withhold 20%
of the amount redeemed, as more fully described in the Taxation of Qualified
Plans, TSAs and IRAs, section on page 20.
RIGHT TO RETURN CONTRACT
The Contract entitles the purchaser to a 10-day revocation right more fully
described under Right to Return Contracts on page 12.
12
<PAGE>
CHARGES UNDER THE CONTRACT
MassMutual assesses certain charges for the administration and the mortality and
expense risks associated with the Contract. MassMutual also assesses a
contingent deferred sales charge (the "Sales Charge") if all or some of the
value is redeemed prior to the expiration of a seven-year period following the
date of each purchase payment.
Each Contract Year, MassMutual permits You to redeem, without a Sales Charge, up
to 10% of the Contract's premiums that would otherwise be assessed a Sales
Charge. For more information concerning this feature, please consult Contingent
Deferred Sales Charge commencing on page 15.
ASSET CHARGE
MassMutual currently imposes a charge of 1.40% on an annual basis against the
assets held in the Separate Account.
(MassMutual reserves the right to increase
this fee to 1.50% see - Asset Charge, page 15).
ADMINISTRATIVE CHARGE
An administrative charge, currently $30 (maximum $50) will be assessed annually
on each Contract. This charge will be waived for Contracts which have an
Accumulated Value of at least $50,000.
PREMIUM TAXES
Additionally, a deduction is made for premium taxes for purchase payments made
into Contracts in certain jurisdictions where such tax applies. Currently, the
applicable premium tax will be deducted at the time of redemption, death,
maturity, or annuitization. (See - Premium Taxes, page 16.)
Table of Fees and Expenses
Contract Owner Transaction Expenses
Sales Load Imposed on Purchases.............. None
Deferred sales load as a Percentage of Purchase Payments when withdrawn:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Full Years since payment 0 1 2 3 4 5 6 7 or more
Percentage 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>
<TABLE>
<S> <C>
Transfer Fee........................................................ None for first 14 transfers during the
Accumulation Period ($20 thereafter)**
Annual Administrative Charge*....................................... $30**
Separate Account Annual Expenses
(as a percentage of average account values)......................... 1.40%**
</TABLE>
<TABLE>
<S> <C>
Mortality and Expense Risk Fee............... 1.15%
Administrative Fee........................... 0.15%
Death Benefit Fee............................ 0.10%
</TABLE>
Portfolio Annual Charges and Expenses (as a percentage of Fund average net
assets)***
<TABLE>
<CAPTION>
Management Other Total Portfolio
Fees Expenses Annual Expenses
<S> <C> <C> <C>
MML Equity Fund 0.40% 0.01% 0.41%
MML Money Market Fund 0.50% 0.04% 0.54%
MML Managed Bond Fund 0.49% 0.03% 0.52%
MML Blend Fund 0.37% 0.01% 0.38%
Oppenheimer Money Fund 0.45% 0.06% 0.51%
Oppenheimer High Income Fund 0.75% 0.06% 0.81%
Oppenheimer Bond Fund 0.75% 0.05% 0.80%
Oppenheimer Capital Appreciation Fund 0.74% 0.04% 0.78%
Oppenheimer Multiple Strategies Fund 0.74% 0.03% 0.77%
Oppenheimer Growth Fund 0.75% 0.04% 0.79%
Oppenheimer Global Securities Fund 0.74% 0.15% 0.89%
Oppenheimer Strategic Bond Fund 0.75% 0.10% 0.85%
Oppenheimer Growth & Income Fund**** 0.75% 1.32% 2.07%
</TABLE>
*The Administrative Charge will be waived if the Accumulated Value is at least
$50,000 when the Administrative Charge would be deducted.
**These fees and charges are shown on a current basis. MassMutual reserves the
right to raise such charges up to $50, and 1.50% respectively. For more
information please see - Charges and Deductions, page 15.
***The expenses listed are for the year ended December 31, 1995.
****For the period from July 3, 1995 (commencement of operations) to December
31, 1995, annualized.
13
<PAGE>
EXAMPLE:
You would pay the following cumulative expenses on a $1,000 investment assuming
a 5% annual return on assets:
If Your Contract is redeemed at the end of the year:
<TABLE>
<CAPTION>
YEAR 1 3 5 10
<S> <C> <C> <C> <C>
MML Equity Fund $83 $105 $131 $224
MML Money Market Fund 84 109 137 238
MML Managed Bond Fund 84 109 136 236
MML Blend Fund 82 104 129 221
Oppenheimer Money Fund 84 108 136 235
Oppenheimer High Income Fund 87 117 151 266
Oppenheimer Bond Fund 86 117 151 265
Oppenheimer Capital Appreciation Fund 86 117 150 263
Oppenheimer Multiple Strategies Fund 86 116 149 262
Oppenheimer Growth Fund 86 117 150 264
Oppenheimer Global Securities Fund 87 120 155 274
Oppenheimer Strategic Bond Fund 87 119 153 270
Oppenheimer Growth & Income Fund 99 155 212 384
</TABLE>
If Your Contract is not redeemed at the end of the year:
<TABLE>
<CAPTION>
YEAR 1 3 5 10
<S> <C> <C> <C> <C>
MML Equity Fund 20 60 104 224
MML Money Market Fund 21 64 110 238
MML Managed Bond Fund 21 64 109 236
MML Blend Fund 19 59 102 221
Oppenheimer Money Fund 21 63 109 235
Oppenheimer High Income Fund 24 72 124 266
Oppenheimer Bond Fund 23 72 124 265
Oppenheimer Capital Appreciation Fund 23 72 123 263
Oppenheimer Multiple Strategies Fund 23 71 122 262
Oppenheimer Growth Fund 23 72 123 264
Oppenheimer Global Securities Fund 24 75 128 274
Oppenheimer Strategic Bond Fund 24 74 126 270
Oppenheimer Growth & Income Fund 36 110 185 384
</TABLE>
The purpose of the table set forth above is to assist You in understanding the
various costs and expenses that Contract Owners bear directly or indirectly. The
table is based on estimated amounts for the most recent fiscal year and reflects
the expenses of the Separate Account and the Trusts, adjusted to reflect changes
in management fee rates and a voluntary expense limitation. The table does not
reflect the deduction of premium taxes.
For the purpose of calculating the expenses in the above examples, we have
converted the $30 annual administrative charge to a 0.11% annual asset charge
based on an average contract size of $27,500.
Converted in this way, this annual charge (on a percentage basis) would be
higher for smaller contracts and lower for larger contracts. No annual
Administrative Charge is assessed on contracts with accumulated values of
$50,000 or more.
The above examples should not be considered representative of past or future
expenses; actual expenses may be more or less than those shown.
14
<PAGE>
Condensed Financial Information
Massachusetts Mutual Variable Annuity Separate Account 3
Accumulation Unit Values (Audited)
<TABLE>
<CAPTION>
December 31, 1995 *December 31, 1994
<S> <C> <C>
MML Equity Division $1.29 $1.00
MML Money Market Division $1.05 $1.00
MML Managed Bond Division $1.18 $1.01
MML Blend Division $1.22 $1.00
Oppenheimer Money Division $1.05 $1.00
Oppenheimer High Income Division $1.15 $ .97
Oppenheimer Bond Division $1.15 $ .99
Oppenheimer Capital Appreciation Division $1.31 $1.00
Oppenheimer Growth Division $1.32 $ .98
Oppenheimer Multiple Strategies Division $1.18 $ .99
Oppenheimer Global Securities Division $ .95 $ .94
Oppenheimer Strategic Bond Division $1.12 $ .98
Oppenheimer Growth & Income Division** $1.24 N/A
</TABLE>
* Public offering commenced on November 14, 1994. All accumulation unit values
were $1.00 on November 14, 1994.
**Public offering commenced July 3, 1995.
Massachusetts Mutual Variable Annuity Separate Account 3
Number of Accumulation Units Outstanding (Audited)
<TABLE>
<CAPTION>
December 31, 1995 *December 31, 1994
<S> <C> <C>
MML Equity Division 542,624 5,129
MML Money Market Division 1,694,677 5,124
MML Managed Bond Division 495,106 5,124
MML Blend Division 524,702 5,127
Oppenheimer Money Division 2,455,934 5,098
Oppenheimer High Income Division 2,120,456 5,099
Oppenheimer Bond Division 648,667 5,097
Oppenheimer Capital Appreciation Division 1,975,551 5,101
Oppenheimer Growth Division 2,770,419 5,505
Oppenheimer Multiple Strategies Division 3,911,239 5,100
Oppenheimer Global Securities Division 2,634,152 5,502
Oppenheimer Strategic Bond Division 4,395,241 5,000
Oppenheimer Growth & Income Division** 1,681,775 N/A
</TABLE>
* Public offering commenced on November 14, 1994.
**Public offering commenced July 3, 1995.
Financial Statements
For financial statements and other information concerning the financial
condition of Massachusetts Mutual Variable Annuity Separate Account 3 and of
MassMutual, see the Statement of Additional Information.
15
<PAGE>
Massachusetts Mutual
Life Insurance Company,
OppenheimerFunds, Inc.,
The Separate Account and
The Trusts
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
Massachusetts Mutual Life Insurance Company ("MassMutual") is a mutual life
insurance company chartered in 1851 under the laws of Massachusetts. Its Home
Office is located in Springfield, Massachusetts. MassMutual is licensed to
transact life, accident, and health insurance business in all fifty states of
the United States and certain provinces of Canada. It also has approval to
write variable annuity business in all states.
On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. The merger does not affect any provisions of,
or rights or obligations under, policies or contracts previously issued by
MassMutual. As a result of the merger, MassMutual has estimated statutory assets
in excess of $50 billion, and estimated total assets under management in excess
of $103 billion.
OPPENHEIMERFUNDS, INC.
OppenheimerFunds, Inc. ("OFI") is a corporation organized under the laws of
the state of Colorado. (Prior to January 5, 1996, OFI was known as Oppenheimer
Management Corporation.) It has operated as an investment adviser since April
30, 1959. It (including a subsidiary) currently advises U.S. investment
companies with assets aggregating over $42 billion as of December 31, 1995, and
having more than 2.8 million shareholder accounts. OFI is owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management of OFI,
and ultimately controlled by MassMutual.
THE SEPARATE ACCOUNT
Massachusetts Mutual Variable Annuity Separate Account 3 (the "Separate
Account") was established on January 12, 1994. It is a separate account of
MassMutual registered with the Securities and Exchange Commission as a unit
investment trust. The Separate Account meets the definition of a Separate
Account under Rule 0-1(e) under the Investment Company Act of 1940.
The Separate Account is divided into Divisions. Each Division invests in
corresponding shares of either MML Series Investment Trust ("MML Trust") or
Oppenheimer Variable Account Funds ("Oppenheimer Trust"). The value of both
Accumulation Units and Annuity Units in each Division reflects the investment
results of its underlying Funds. Please note that MassMutual reserves the right
to add, or substitute Divisions, create new separate accounts, in some cases
restrict Funds, and to invest in shares of other series of the Trusts or of
other registered, open-end investment companies. See - Reservation of Rights,
page 18.
Although MassMutual owns the assets of the Separate Account, assets of the
Separate Account equal to the reserves and other Contract liabilities which
depend on the investment performance of the Separate Account and are not
chargeable with liabilities arising out of any other business MassMutual may
conduct. The income and capital gains and losses, realized or unrealized, of
each Division of the Separate Account are credited to or charged against such
Division without regard to the income and capital gains and losses of the other
Divisions or other accounts of MassMutual. This state law provision has been
supported in several recent decisions in states reviewing this issue. All
obligations arising under a Contract, however, are general corporate obligations
of MassMutual.
THE TRUSTS
Each of the Trusts described below has separate assets and liabilities and a
separate net asset value per share. An investor's interest in a Separate Account
is limited to the Fund(s) in which shares are held. Since market risks are
inherent in all securities to varying degrees, assurance cannot be given that
the investment objective of any of the Funds will be met.
Financial Statements for the Oppenheimer Trust and for the MML Trust are
contained in their respective Statements of Additional Information.
Additional information concerning the investment objectives and policies of the
Funds can be found in the current prospectuses for the Trusts which are attached
to this prospectus and should be read carefully before making any decision
concerning allocation of premium payments.
Oppenheimer Trust
Oppenheimer Trust is a diversified, open-end management investment company
organized as a Massachusetts business trust in 1984. It consists of nine
separate Funds - Oppenheimer Money Fund, Oppenheimer Bond Fund and Oppenheimer
Growth Fund, all organized in 1984; Oppenheimer High Income Fund, Oppenheimer
Capital Appreciation Fund, and Oppenheimer Multiple Strategies Fund, all
organized in 1986; Oppenheimer Global Securities Fund, organized in 1990;
Oppenheimer Strategic Bond Fund, organized in 1993; and Oppenheimer Growth &
Income Fund, organized in 1995. OFI serves as the investment adviser to
Oppenheimer Trust. OFI is registered as an investment adviser under the
Investment Advisers Act of 1940.
MML Trust
MML Trust is a diversified, open-end management investment company having four
series of shares (the "MML Funds"), each of which has different investment
objectives designed to meet different investment needs. These Funds include: MML
Equity Fund organized in 1971; MML Money Market Fund and MML Managed Bond Fund
organized in 1981; and MML Blend Fund organized in 1983. MassMutual has entered
into investment sub-advisery agreements with Concert Capital Management, Inc.
("Concert Capital"), a wholly-owned subsidiary of MassMutual. These agreements
provide that Concert Capital manages the investment and reinvestment of the
assets of the MML Equity Fund and the assets of the Equity Sector of the MML
Blend Fund. Both MassMutual and Concert
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Capital are registered as investment advisers under the Investment Advisers
Act of 1940.
INVESTMENTS AND OBJECTIVES OF
THE AVAILABLE FUNDS:
MML Equity Fund
The assets of the MML Equity Fund are invested primarily in common stocks and
other equity-type securities. The primary investment objective of the MML Equity
Fund is to achieve a superior total rate of return over an extended period of
time from both capital appreciation and current income. A secondary investment
objective is the preservation of capital when business and economic conditions
indicate that investing for defensive purposes is appropriate.
MML Money Market Fund
The assets of the MML Money Market Fund are invested in short-term debt
instruments, including but not limited to commercial paper, certificates of
deposit, bankers' acceptances, and obligations issued, sponsored, or guaranteed
by the United States government or its agencies or instrumentalities. The
investment objectives of the MML Money Market Fund are to achieve high current
income, preservation of capital, and liquidity.
MML Managed Bond Fund
The assets of the MML Managed Bond Fund are invested primarily in publicly
issued, readily marketable, fixed income securities of such maturities as
MassMutual, as investment manager, deems appropriate from time to time in light
of market conditions and prospects. The investment objective of the MML Managed
Bond Fund is to achieve as high a total rate of return on an annual basis as is
considered consistent with the preservation of capital values.
MML Blend Fund
The assets of the MML Blend Fund are invested in a portfolio of common stocks
and other equity-type securities, bonds and other debt securities with
maturities generally exceeding one year, and money market instruments and other
debt securities with maturities generally not exceeding one year. The investment
objective of the MML Blend Fund is to achieve as high a level of total rate of
return over an extended period of time as is considered consistent with prudent
investment risk and the preservation-of-capital values.
Oppenheimer Money Fund
Oppenheimer Money Fund seeks the maximum current income from investments in
"money market" securities consistent with low capital risk and maintenance of
liquidity. Its shares are neither insured nor guaranteed by the U.S. Government,
and there is no assurance that this Fund will be able to maintain a stable net
asset value of $1.00 per share.
Oppenheimer High Income Fund
Oppenheimer High Income Fund seeks a high level of current income from
investment in high yield, high-risk, fixed-income securities, including unrated
securities or securities in the lower rating categories. These securities may be
considered to be speculative. Please consult the Oppenheimer Trust Prospectus
for a more complete discussion of the risks and investment objectives associated
with this Fund.
Oppenheimer Bond Fund
Oppenheimer Bond 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 & Poor's. Secondarily, the Fund seeks
capital growth when consistent with its primary objective.
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Appreciation Fund seeks to achieve capital appreciation by
investing in "growth-type" companies.
Oppenheimer Growth Fund
Oppenheimer Growth Fund seeks to achieve capital appreciation by investing in
securities of well-known established companies.
Oppenheimer Multiple Strategies Fund
Oppenheimer Multiple Strategies Fund seeks a total investment return (which
includes current income and capital appreciation in the value of its shares)
from investments in common stocks and other equity securities, bonds and other
debt securities, and "money market" securities.
Oppenheimer Global Securities Fund
Oppenheimer Global Securities Fund seeks long-term capital appreciation by
investing a substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations which are
considered to have appreciation possibilities. Current income is not an
objective. This Fund's investments may be considered to be speculative.
Oppenheimer Strategic Bond Fund
Oppenheimer Strategic Bond Fund seeks a high level of current income principally
derived from interest on debt securities and seeks to enhance such income by
writing covered call options on debt securities. The Fund invests principally
in: (i) foreign government and corporate debt securities; (ii) U.S. Government
securities; and (iii) lower-rated high yield, high-risk debt securities. This
Fund's investments may be considered to be speculative. Please consult the
Oppenheimer Trust Prospectus for a more complete discussion of the risks and
investment objectives associated with this Fund.
All dividends and capital gains distributions paid by the Funds' shares are
automatically reinvested in additional shares at their net asset value
determined on the distribution date.
Oppenheimer Growth & Income Fund
Oppenheimer Growth & Income Fund seeks a high total return (which includes
growth in the value of its shares as well as current income) from equity and
debt securities. From time to time this Fund may focus on small to medium
capitalization common stocks, bonds and convertible securities.
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POSSIBLE CONFLICTS
MML Trust
Assets of variable life insurance separate accounts are also invested in the MML
Trust. It is possible that under this arrangement conflicts could arise between
the interests of Contract Owners and owners of variable life insurance policies.
The Trustees of the MML Trust will follow monitoring procedures to determine
whether material conflicts have arisen. If an irreconcilable material conflict
exists, the assets of the variable life insurance separate accounts may be
invested solely in shares of mutual funds which offer their shares exclusively
to variable life insurance separate accounts, unless the owners of the variable
life insurance policies and the variable annuity contracts vote otherwise.
Oppenheimer Trust
The Oppenheimer Trust was established by OFI for use as an investment vehicle by
variable contract separate accounts such as the Separate Account. Accordingly,
it is possible that a material irreconcilable conflict may develop between the
interests of Contract Owners and other separate accounts investing in the
Oppenheimer Trust. The Board of Trustees of the Oppenheimer Trust (the "Board")
will monitor the Oppenheimer Funds for the existence of any such conflicts. If
it is determined that a conflict exists, the Board will notify MassMutual, and
appropriate action will be taken to eliminate such irreconcilable conflict. Such
steps may include: (1) withdrawing the assets allocable to some or all of the
separate accounts from the particular Oppenheimer Fund and reinvesting such
assets in a different investment medium, including (but not limited to) another
Oppenheimer Fund; (2) submitting the question of whether such segregation should
be implemented to a vote of all affected Contract Owners; and (3) establishing a
new registered management investment company or managed separate account.
For a discussion of other separate accounts investing in the MML Trust and the
Oppenheimer Trust and possible conflicts arising from such an arrangement, see
the Statement of Additional Information.
An Explanation of the Contract
The principal provisions of the Contract are described below. If You desire
additional information, You should refer to the Contract and to the Statement of
Additional Information. For a complete understanding of Your rights, You should
also review any applicable employee benefit plan documents.
General-Uses of the Contract
The Contract described herein is an individual variable annuity contract issued
by MassMutual. Purchase payments are flexible. The Contract may be purchased by
individuals or entities for use in arrangements not receiving favorable tax
treatment under the Internal Revenue Code.
The Contract is also available for use in the following retirement plans which
qualify (with necessary endorsement as appropriate) for special federal tax
treatment under the Internal Revenue Code of 1986, as amended (the "Code"):
(1) pension and profit-sharing plans qualified under Section 401(a) or 403(a) of
the Code ("Qualified Plans"), which may also constitute participant-directed
individual account plans under Section 404(c) of ERISA; (2) annuity purchase
plans adopted by public school systems and certain tax-exempt organizations
pursuant to Section 403(b) of the Code ("Tax Sheltered Annuities" or "TSAs");
and (3) Individual Retirement Annuities established in accordance with Section
408 of the Code ("IRAs"), including those established by employer contributions
under a Simplified Employee Pension Plan arrangement. At MassMutual's request,
the Internal Revenue Service has issued to MassMutual favorable opinion letters
approving specific versions of the Contract. IRA Contract Owners with these
Contracts will receive a copy of the favorable opinion letter. The Internal
Revenue Service approval is a determination only as to the form of the Contract
for use as an IRA and does not represent a determination of the merits of the
Contract as an IRA. Under tax-qualified retirement plans except TSAs and IRAs,
participants may not be the Contract Owners and, therefore, may have no Contract
Owners' rights.
Unless restricted by endorsement or the terms of the Contract, the Contract
Owner has all rights in the Contract prior to the Maturity Date, including the
right to make a partial or full redemption of the Contract, to designate and
change the beneficiaries who will receive the proceeds at the death of the
Annuitant or Contract Owner before the Maturity Date, to transfer amounts among
the Divisions of the Separate Account (and to and from the Fixed Account, if
available) and to designate a payment option to begin on the Maturity Date.
Prior to issue, a Contract will be endorsed to preclude the Contract Owner from
assigning the Contract as collateral. Although both Owner and the Joint Owner
must authorize any change made to the Contract, either the Owner or Joint Owner
may exercise certain Contract rights with the consent, satisfactory to us, of
the other.
The Contract Owner may, subject to certain limitations, be the Annuitant or
another individual or entity.
The Accumulation (Pay-In)
Period
HOW CONTRACTS MAY BE
PURCHASED
The minimum initial purchase payment is $2,000. After making Your initial
payment, You may make as many or as few subsequent purchase payments of at least
$100 as You desire. The Contract permits MassMutual to establish a maximum on
total purchase payments that may be made under the Contract. This maximum will
not be less than $500,000.
INITIAL PURCHASE
You may place Your initial purchase payment, together with a completed
Application, with Your registered representative.
SUBSEQUENT PURCHASES
You may make subsequent purchase payments by mailing Your check, clearly
indicating Your name and Contract Number, to the Service Center.
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WIRE TRANSFER
You may make purchase payments by wire transfer. For instructions concerning how
to make a wire transfer, please contact the Service Center.
ELECTRONIC DATA TRANSMISSION OF APPLICATION INFORMATION
MassMutual may accept, by agreement with a limited number of broker-dealers,
electronic data transmissions of Application information, along with wire
transmittals of initial purchase payments from the broker-dealers to the Service
Center for purchase of the Contract. Please contact the Service Center to
receive more information about electronic data transmission of Application
information.
ALLOCATION OF PURCHASE
PAYMENTS
You may direct that Your purchase payments (after deducting any applicable
premium taxes) be allocated among the Divisions of the Separate Account.
Additionally, where available, and subject to minimum allocations of $1,000,
purchase payments may be allocated to Segments of the Fixed Account. Initial
purchase payment allocations to either a Division of the Separate Account or to
a Segment will be effective as of the Valuation Date within two business days of
the date an initial purchase payment is received in good order at the Service
Center provided that Your Contract application is complete. Purchase payments
allocated to a Division will be applied to purchase Accumulation Units in that
Division at its Accumulation Unit value on the Valuation Date. These
Accumulation Units will be used in determining the value of amounts held in a
Division of a Separate Account credited to a Contract on or prior to the
Maturity Date. The value of the Accumulation Units in each Division will vary
with and will reflect the investment performance of that Division (which in turn
will reflect the investment performance and expenses of the Fund in which the
assets of that Division are invested), less any applicable taxes and the
applicable Asset Charge. A more detailed description of how the value of an
Accumulation Unit is calculated is contained in the Statement of Additional
Information.
The value of the Accumulation Units purchased is determined as of the Valuation
Date within two days after MassMutual receives Your payment in good order by
mail at its Service Center, provided that Your Contract application is complete.
If an initial purchase payment is not applied within five business days after
receipt (due to incomplete or ambiguous application information, for example),
the payment amount will be refunded unless specific consent to retain the
payment for a longer period is obtained from the prospective purchaser.
GENERAL TRANSFER RULES
Prior to 30 days before the Maturity Date, the Contract Owner may make transfers
among Divisions of the Separate Account (and if available among Segments of the
Fixed Account) without the imposition of a transfer fee. If more than four
transfers have been made in a Contract Year, MassMutual reserves the right to
deduct a transfer fee of $20. Currently 14 transfers may be made per Contract
Year without charge.
(Transfers made by Dollar Cost Averaging do not count against the 14 transfer
limit.)
If a Variable Monthly Income is in effect, transfers among the Divisions of the
Separate Account are limited to one transfer every three months.
All transfers, whether occurring before or after the Maturity Date are subject
to the following:
(a.) The minimum amount which may be transferred is the lesser of:
(1) $500; or (2) the Accumulated Value in the Division or the
Accumulated Amount in a Segment.
(b.) Transfers will be effected as of the Valuation Date which is on or
next follows the date Your request is received in good order at the
Service Center. Transfer requests may be made by telephone (during the
Accumulation Period), facsimile, or by written direction. Please note
that no transfers may be made within thirty days before Maturity Date.
(c.) Transfer requests must clearly specify the amount to be transferred
from each Division or Segment (if the Fixed Account is available) and
the Division or Segment to which amounts are to be transferred. Unless
otherwise specified, transfers from a Segment of the Fixed Account
will be taken on a first-in, first-out basis. Transfer requests made
during the Annuity pay-out period must specify the percentage to be
transferred among the Divisions of the Separate Account.
(d.) Transfers to a Segment of the Fixed Account may not be less than
$1,000. If the Segment elected is not available, the transfer will
not be processed.
(e.) Transfers made from the Fixed Account are subject to a Market Value
Adjustment ("MVA") unless the transfer is being taken from an
Accumulated Amount within thirty days prior to its Expiration Date.
The MVA will be applied as of the effective date of the transfer.
(f.) Transfer fees will be deducted from the Division or Segment from
which the transfer has been made, unless the balance remaining in such
Division or Segment is insufficient to cover the applicable transfer
fee. If this is the case, the transfer fee will be deducted from the
amount being transferred.
(g.) We reserve the right to limit the number and frequency of transfers
made during a Contract Year.
(h.) After a payout option has been invoked, transfers may not be made
between a Fixed Income and a Variable Monthly Income option.
TELEPHONE TRANSFERS
Contract Owners, subject to the limitations described below, may make transfers
among either Divisions or the Fixed Account (if available) during the
Accumulation Period by telephoning a transfer request to the Service Center at
its toll
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free telephone number. This feature will be made automatically available to
Contract Owners unless MassMutual receives different instructions. Through use
of this toll free number, Contract Owners may also obtain information concerning
the Contract including Accumulated Values. This service is not available to
Contracts owned by Custodians or Trustees of Qualified Plans, or Contracts held
by Guardians. Normal transfer provisions apply.
MassMutual will not be liable for complying with any telephone instructions it
reasonably believes to be genuine, nor for any loss, damage, cost or expense in
acting on telephone instructions. MassMutual will employ reasonable procedures
to ensure the legitimacy of telephone transfer requests. Such procedures may
include, among others, requiring forms of personal identification prior to
acting upon telephone instructions, providing written confirmation of such
transactions to the Contract, and/or tape recording of telephone transfer
request instructions received from a Contract Owner. If we fail to follow such
procedures, we may be liable for losses due to unauthorized or fraudulent
instructions.
AUTOMATIC TRANSFERS
MassMutual offers You two automatic transfer options described below. They are
available any time before the Maturity Date. The automatic transfer options are
not available for use with the Fixed Account. Only one of the automatic transfer
options may be in effect at a time. Both options are subject to the transfer
rules discussed above. Although no charge is currently imposed for this service,
MassMutual reserves the right to impose a fee in the future.
Dollar Cost Averaging
Dollar Cost Averaging is a feature whereby a Contract amount is periodically
transferred from one Division of the Separate Account to one or more other
designated Divisions of the Separate Account. Once the feature is elected, these
transfers occur automatically at the frequency elected - monthly, quarterly,
semiannually, or annually.
Dollar Cost Averaging provides a mechanism designed to minimize the negative
effects of short-term market fluctuations. Over a period of time, an investor
may, at least theoretically, be able to purchase more units than he or she would
have been able to purchase had all monies been invested on a single Valuation
Date when the value of the units was high.
Dollar Cost Averaging may be available at any time, provided that the Division
from which the automatic transfers will be made has a value of at least $6,000.
The minimum amount any Division may receive is $100. All Divisions are available
for use with this feature.
Asset Reallocation
You may elect the Asset Reallocation option as a means of maintaining a constant
allocation of Accumulated Value among the Divisions in which You have allocated
Your monies. If You elect this option, we will make automatic transfers among
selected Divisions on a quarterly, semiannual, or annual basis as You instruct
us. A minimum Accumulated Value of $50,000 is required in order to elect this
option. Allocations will be made on a basis consistent with the allocation
selected for new purchase payments.
RIGHT TO RETURN CONTRACTS
You may return Your Contract to MassMutual (at its Service Center) at any time
within 10 days after the Contract has been delivered to you (unless a longer
period is required by applicable state law). If You exercise this right and Your
Contract is not an IRA, then You will receive the Accumulated Value of the
Contract plus any premium tax deductions, except where state law requires us to
return the amount of purchase payment(s) made less the net amount of partial
redemptions. If You exercise this right and Your Contract is an IRA, You will
not receive less than the amount of purchase payment(s) made less the net amount
of partial redemptions. For this purpose, the Accumulated Value of the Contract
will be determined as of the Valuation Time on the date on which the Contract is
received at MassMutual's Service Center or at the next Valuation Time after
receipt if the Contract is received on other than a Valuation Date.
THE DEATH BENEFIT
A death benefit is paid upon the death of either the Contract Owner (for jointly
owned Contracts, upon the first death of the two Owners) or Annuitant. If a
Contract Owner and Annuitant are the same, the Death Benefit paid will be the
Annuitant Death Benefit.
Contract Owner Death Benefit
If the Contract Owner, who is not the Annuitant, dies prior to the Maturity
Date, the named beneficiary will receive the Cash Redemption Value of the
Contract.
Annuitant Death Benefit
Historically, variable annuities have guaranteed a return of premiums less
withdrawals as a minimum standard death benefit. This Contract offers one of two
enhancements, depending on Your contract state.
If the Annuitant dies before the Maturity Date, the beneficiary named in the
Contract will receive the greater of: (a) the total of all purchase payments
made to the Contract less all partial redemptions accumulated at 5% to
Annuitant's 75th birthday and 0% thereafter, but not more than two times the
difference between all purchase payments and all redemptions; or (b) the
Accumulated Value of the Contract less any applicable Administrative Charge (and
any Sales Charge, if the Annuitant's age on the Contract Date exceeds 75).
In certain states, the death benefit described above may not be available for
Annuitant's whose issue age is less than 76. In those instances, the death
benefit during the first three years will be equal to the greater of: (a.) the
total of all purchase payments made to the Contract less all partial
redemptions; or (b.) the Accumulated Value of the Contract less any applicable
Administrative Charge. During any subsequent three Contract Year period, the
death benefit will be the greater of: (a.) the death benefit on the last day of
the previous three Contract Year period plus any purchase payments made less all
partial redemptions since then; or (b.) the Accumulated Value of the Contract
less any applicable Administrative Charge.
In any case, the amount of Death Benefit received will be reduced by the amount
of any applicable premium tax.
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The Death Benefit is determined as of the Valuation Date which is on or next
follows the date on which due proof of death is received at the Service Center.
The death benefit will be paid within seven days of receipt of due proof of
death and all other requirements. With MassMutual's consent, the death benefit
may be applied under one or more of the payment options provided for in the
Contract (see - Payment Options, page 14). If a Payment Option is not selected,
the death benefit will be paid in one sum.
A beneficiary who is the surviving spouse of the Contract Owner of a Contract
issued as an IRA may elect to treat the Contract as if he or she were the
Contract Owner.
REDEMPTION PRIVILEGES
Subject to the special rules regarding TSAs, discussed below, You may redeem all
or part of the Accumulated Value of a Contract on or prior to its Maturity Date
if the Annuitant is alive. The amount of any partial redemption, however, must
be at least $100, and requests for a partial redemption which would reduce the
Accumulated Value of the Contract to less than $1,000 plus outstanding premium
taxes will be treated as a request for a full redemption. You may incur a Sales
Charge upon redemption. (See - CHARGES AND DEDUCTIONS, page 15.) Any partial
redemption will be paid in one sum. If the entire Contract is redeemed, the cash
redemption value may be paid in one sum or applied under one or more of the
payment options. You must designate the Division(s) (or the Segment of the Fixed
Account, if available) from which any partial redemption is to be made. Unless
otherwise specified, partial redemptions from a Segment of the Fixed Account
will be taken on a first-in, first-out basis. A partial redemption from a
Division will reduce the number of Accumulation Units in that Division by an
amount equal to the sum of the redemption payment plus any Sales Charge, divided
by the Accumulation Unit Value.
The Accumulation Unit value on redemption is determined as of the Valuation Time
on the date on which the written request for redemption is received in good
order at the Service Center or, if that date is not a Valuation Date, on the
next Valuation Date after receipt.
Redemption payments from a Separate Account will be made within seven days, or a
shorter period if required by law, after written request in good order is
received at MassMutual's Service Center. The right of redemption may be
suspended or payments postponed whenever: (1) the New York Stock Exchange is
closed, except for holidays and weekends; (2) the Securities and Exchange
Commission has determined that trading on the New York Stock Exchange is
restricted; (3) the Securities and Exchange Commission permits suspension or
postponement and so orders; or (4) an emergency exists, as defined by the
Securities and Exchange Commission, so that valuation of the assets of each
Separate Account or disposal of securities held by it is not reasonably
practicable.
In addition, a purchase payment amount is not available to satisfy a redemption
request until the check, or other instrument by which the purchase payment was
made, has been honored.
Redemptions of amounts from the Fixed Account may be delayed for up to six
months from the date the request is received by us at our Service Center. If
payment is delayed 30 days or more, we will add interest at an annual rate of
not less than 3%.
Amounts withdrawn may be includable in the gross income of the Contract Owner in
the year in which the withdrawal occurs. Additionally, a 10% tax penalty may be
applicable (as described more fully in the Penalty Taxes section on page 19).
Redemption payments may be subject to federal income tax and elective and/or
mandatory tax withholding. (See - FEDERAL TAX STATUS, page 18.)
AUTOMATIC PARTIAL REDEMPTIONS
An Automatic Partial Redemption program permitting Contract Owners to elect to
receive automatic partial redemptions on a periodic basis is available on a
limited basis. All applicable limitations concerning redemptions apply to this
program. Additionally, automatic partial redemptions may be subject to penalty
taxes.
This program is available only during the Accumulation Period of the Contract.
Although no charge is imposed for processing automatic partial redemptions
currently, MassMutual reserves the right to impose a fee for this program in the
future.
TAX SHELTERED ANNUITY
REDEMPTION RESTRICTIONS
The redemption of Internal Revenue Code Section 403(b) annuities (Tax Sheltered
Annuities, "TSAs") may be restricted. Specifically, salary reduction
contributions after 1988 and post-1988 earnings on all salary reduction
contributions may not be distributed to the Annuitant until age 59 1/2,
death, disability, or separation from service with the TSA employer. Such salary
reduction contributions may be withdrawn, however, for "hardship".
The Annuity (Pay-Out) Period
ANNUITY BENEFITS
You may elect to change the Maturity Date of Your Contract. The Maturity Date
may not be later than the Contract anniversary nearest the Annuitant's 90th
birthday (or at an earlier date if required by applicable state law). In
general, in order to avoid adverse tax consequences, distributions, either by a
partial redemption or by maturing the Contract, from a Contract issued as an IRA
or as a TSA or under a qualified plan should begin for the calendar year in
which the Annuitant reaches age 70 1/2 and should be made each year
thereafter in an amount no less than the Accumulated Value of the Contract at
the end of the previous year divided by the applicable life expectancy (see
Taxation of Qualified Plans, TSAs and IRAs, page 20, for additional
information). You may elect to defer the Maturity Date to any permissible date
after the previously specified Maturity Date, provided that a written notice
within 90 days before the Maturity Date then in effect is received by MassMutual
at the Service Center. You also may elect to advance the Maturity Date to a date
prior to the specified Maturity Date or prior to any new Maturity Date You may
have selected, provided that written notice is
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received at MassMutual's Service Center at least 30 days before the Maturity
Date elected. (For additional rules regarding TSAs, see - Tax Sheltered Annuity
Redemption Restrictions, page 13.)
When Your Contract approaches its Maturity Date You may choose to receive either
Fixed Income payments, (referred to as the "Fixed Income Option" in Your
Contract), Variable Monthly Income payments (referred to as the "Variable Income
Option" in Your Contract), or a combination of the two. You also may elect to
receive the Maturity Value in one sum. If You have made no election within
thirty days prior to the Maturity Date, the Contract will automatically pay a
Variable Monthly Income under a life income option with payments guaranteed for
10 years.
PAYMENT OPTIONS
You may elect either a Fixed or a Variable Monthly Income payment option by
submitting a written request in a form satisfactory to MassMutual. MassMutual
must receive this request at the Service Center 30 days prior to the Maturity
Date of the Contract. For a description of payment options from which You (or in
some cases a Beneficiary) may choose, You should refer to the Contracts.
Generally, once selected, You may not change Your payment option.
Income payments may be received under several different payment options. If the
value of a Contract applied to any payment option is less than $2,000 or
produces an initial Income payment of less than $20, MassMutual may discharge
its obligation by paying the value applied, less any applicable Sales Charge, in
one sum to the person entitled to receive the first annuity payment.
Upon Your request, MassMutual will endorse a Contract to eliminate or restrict
any payment option in order that the plan pursuant to which the Contract is
issued remains qualified under the Internal Revenue Code, provided such
endorsement is not otherwise contrary to law. MassMutual may make available
payment options in addition to those set forth in the Contract.
You may transfer amounts among the Divisions if the Variable Monthly Income
option is selected subject to transfer restrictions described in General
Transfer Rules, page 11.
Fixed Income Option
If You select a Fixed Income, each payment will be for a fixed dollar amount and
will not vary with or reflect the investment performance of the Separate
Account. For further information regarding the Fixed Income and the payment
options thereunder, You should refer to Your Contract.
Variable Monthly Income Option
If You select a Variable Monthly Income, amounts held in the Fixed Account that
are to be used to provide Variable Monthly Income payments will be credited to
the MML Money Market Division of the Separate Account unless the Contract Owner
instructs MassMutual otherwise. Each annuity payment will be based upon the
value of the Annuity Units credited to Your Contract.
You may transfer among the Divisions no more frequently than once every 3 months
under this option. (See - General Transfer Rules, page 11 for transfer
guidelines.)
The number of Annuity Units in each Division to be credited to Your Contract is
based on the value of the Accumulation Units in that Division and the applicable
Purchase Rate. The Purchase Rate will differ according to the payment option You
have elected and takes into account the age, year of birth and sex of the
Annuitant. The value of the Annuity Units will vary with, and reflect the
investment performance of, each Division to which Annuity Units are credited
based on an Assumed Investment Rate of 4% per year. This Rate is a fulcrum rate
around which Variable Monthly Income payments will vary. An actual net rate of
return for a Division for the month greater than the Assumed Investment Rate
will increase Variable Monthly Income payments attributable to that Division. An
actual net rate of return for a Division for the month less than the Assumed
Investment Rate will decrease Variable Monthly Income payments attributable to
that Division.
For a more detailed description of how the value of an Annuity Unit and the
amount of Variable Monthly Income payments are calculated, see the Statement of
Additional Information.
Fixed-Time Payment Option
If You elect this option, Variable Monthly Income payments will be made for any
period selected, up to 30 years. If provided in the payment option election, You
may withdraw the full amount, subject to any applicable Sales Charge of the then
present value of the remaining unpaid Variable Monthly Income payments. (See -
CHARGES AND DEDUCTIONS, page 15.) The present value will be calculated using an
assumed investment rate of 4% per year unless a lower rate is required by state
law. A mortality risk charge continues to be assessed against Contract values
under this option. (See - CHARGES AND DEDUCTIONS, page 15.)
Life Income Payments
If You elect this option, Variable Monthly Income payments will be made during
the lifetime of the Annuitant, either: (1) without any guaranteed number of
payments; or (2) with a guaranteed number of payments for 5 or 10 years. Of
these two alternatives, alternative (1) offers the maximum level of monthly
payments since there is no guarantee of a higher number of payments and no
provision for payments to the beneficiary upon the death of the Annuitant. Since
there is no such guarantee, however, it would be possible to receive only one
annuity payment if the Annuitant died prior to the due date of the second
annuity payment, two if he or she died before the third annuity payment date,
etc.
Joint-and-Survivor Life Income Payments
If You elect this option, Variable Monthly Income payments will be made during
the joint lifetime of the two Annuitants and thereafter during the lifetime of
the survivor, either: (1) without a guaranteed number of payments; or (2) with a
guaranteed number of payments for 10 years from the date the payments begin.
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Joint-and-Survivor Life Income Payments
(Two-Thirds to the Survivor)
If You elect this option, Variable Monthly Income payments will be made during
the joint lifetime of the two annuitants, and thereafter at two-thirds the prior
rate during the lifetime of the survivor, in both cases without a guaranteed
number of payments.
Payments After Death of Annuitant
Generally, if a payment option with a guaranteed number of payments is elected,
and the Annuitant(s) should die before the guaranteed number of payments have
been completed, MassMutual will continue making the guaranteed payments to the
designated beneficiary.
Special Limitations
Where the Contract is issued pursuant to a TSA, or as an IRA, there are special
limitations on the types of payment options which You may elect.
Charges and Deductions
The Separate Account does not bear any expenses other than the charges stated
below.
1. ASSET CHARGE
MassMutual receives a daily-computed charge against the assets of the
Separate Account (the "Asset Charge") for: (1) assuming the risks that (a)
its estimates of longevity will turn out to be inadequate, and (b) the
Administrative Charge may be insufficient to cover the administrative
expenses associated with the Contract; (2) other administrative expenses;
and (3) the Death Benefit. The Asset Charge is currently equal to 1.40% on
an annual basis of the net asset value of the Separate Account assets
attributable to the Contracts.
The mortality and expense risk part of this charge will be computed daily
at an annual rate, currently equal to 1.15% of the net asset value of the
Separate Account assets attributable to the Contracts (0.30% is for
assuming mortality risks and 0.85% is for assuming expense risks).
MassMutual reserves the right to raise this rate up to 1.25%.
The administrative expense part of this Charge will be computed daily at an
annual rate of 0.15%.
The third component of the Asset Charge is 0.10% assessed to reimburse
MassMutual for the cost of providing the enhanced Death Benefit under the
Contract. (For more information concerning the enhanced Death Benefit,
see - Annuitant Death Benefit, page 12.)
2. ADMINISTRATIVE CHARGE
In addition to that portion of the Asset Charge assigned to administrative
expenses, each year on the Contract anniversary date a charge is imposed
against each Contract to reimburse MassMutual for administrative expenses
incurred by MassMutual during the previous year relating to the issuance
and maintenance of the Contract (the "Administrative Charge"). The
Administrative Charge is also imposed on death, maturity, or full
redemption. The Administrative Charge is currently $30 per year. MassMutual
reserves the right to increase the Administrative Charge up to $50 per
year. This charge is not designed to produce a profit and is subject to
statutory limitations.
If a Contract's Accumulated Value is $50,000 or more when the
Administrative Charge would be deducted, the Administrative Charge will be
waived. This charge will be deducted on a pro rata basis from each Division
of the Separate Account and then pro-rata from Segments of the Fixed
Account. Deductions from Segments will be made on a first-in, first-out
basis.
3. CONTINGENT DEFERRED SALES CHARGE
Sales charges are not deducted at the time a purchase payment is made.
Instead, to reimburse MassMutual for sales expenses including commissions,
sales literature and related costs, a Contingent Deferred Sales Charge (the
"Sales Charge") may be imposed upon a full or partial redemption, upon
maturity, and upon certain death benefits.
Sales charges are based on the purchase payments made and the time that has
passed since we received them. The part of the sales charge related to each
purchase payment is a level percentage of that payment during each year
since it was paid. For each successive year, the percentage decreases until
it becomes zero. Sales charge percentages for each purchase payment are
shown in the table below.
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<TABLE>
<CAPTION>
Sales Charge Percentages
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Full Years since payment 0 1 2 3 4 5 6 7 or more
----------------------------------------------------------------------
Percentage 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>
Example: You make a $1,000 purchase payment on May 10, 1991. The sales charge
related to this purchase payment is:
$70 from May 10, 1991, through May 9, 1992;
$60 from May 10, 1992, through May 9, 1993;
:
$10 from May 10, 1997, through May 9, 1998;
and $0 thereafter.
Subject to the limits stated below, the Sales Charge at any time is based
solely on the purchase payments assumed to be redeemed at that time. In
determining the Sales Charge, we assume that purchase payments are redeemed
in the order in which they are paid. Any amounts in excess of purchase
payments are assumed to be redeemed last.
Each Contract Year, You may redeem the following amounts without incurring
a Sales Charge:
(1) all unredeemed purchase payments that are at least seven years
old; and
(2) 10% of the purchase payments that are less than seven years old.
No Sales Charge will be imposed upon a death benefit payable upon the
Annuitant's death if the Contract was issued to an Annuitant less than 76
years old. Also a Sales Charge will not be assessed upon a full redemption
or maturity of the Contract if all proceeds of the Contract are:
(1) applied under a variable lifetime payment option or variable
fixed-time payment option (with payment for 10 years or more) in the
Contract; or
(2) applied under a fixed or combination fixed-variable lifetime payment
option or fixed-time payment option (with payments for 10 years or
more) in the Contract and the Annuitant is age 59 1/2 or older.
The Sales Charge may also be eliminated when an agent of MassMutual sells a
Contract to specified members of his or her family.
To the extent sales expenses are not covered by the sales charge, they
will be recovered from MassMutual's surplus, which may include proceeds
derived from the asset charge described above.
Any available waiver of a Sales Charge will be applied on a
non-discriminatory basis.
4. PREMIUM TAXES
Several states (and certain municipalities) levy premium taxes on
annuities. Currently, no premium tax will be deducted when purchase
payments are received; any applicable premium tax will be deducted at the
time of redemption, death, maturity or annuitization. Mass-
Mutual reserves the right to deduct premium taxes at the time when a
purchase payment is made. Premium tax rates on annuities currently range
up to 3.5%.
Fund Expenses
The Accumulated Value of the Separate Account reflects the value of shares held
in the Oppenheimer Trust and the MML Trust. Each Trust charges certain
investment advisery fees and other expenses against the value of each Fund. For
a complete description of the expenses and deductions for each Trust, please
review the accompanying prospectuses for each Trust.
The Fixed Account and the
Market Value Adjustment
Feature
The following summarizes certain features of the Fixed Account which is
available as part of the Contract in the majority of states during the
Accumulation Period. Please review the Prospectus for the Fixed Account before
making any allocations to it. The Fixed Account offers different Segments which
provide the option of earning interest at one or more Guaranteed Rates on all or
a portion of Your Accumulated Value. As of the date of this prospectus, we offer
Segments with Guarantee Periods of 1, 3, 5, and 7 years.
You may allocate purchase payments or transfer all or a portion of Your
Accumulated Value to one or more Segments of the Fixed Account. Amounts credited
to a Segment of the Fixed Account will earn interest at the Guaranteed Rate
applicable on the date the amounts are credited. The applicable Guarantee Rate
does not change during the Guarantee Period. You may have multiple amounts
credited to a single Segment or multiple Segments. We may change the Segments
available for allocations of purchase payments, transfers and renewals at any
time. The Guaranteed Rate for any Segment may never be less than 3%. Please note
that the if You allocate sums to the Fixed Account, You will bear the investment
risk that such amounts will increase or decrease in value.
The end of a Guarantee Period for a specific amount credited to a Segment is
called its Expiration Date. At that time, the Guarantee Period normally "renews"
and we begin crediting interest for a new Guarantee Period lasting the same
amount of time as the one just ended. The Accumulated Amount then earns interest
at the new Guaranteed Rate applicable at the time of renewal. You may also
choose different Segments from
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among those we are then offering, or You may transfer all or a portion of the
Accumulated Amount to the Separate Account.
To the extent permitted by law, we reserve the right at any time to offer
Segments with Guarantee Periods that differ from those available when Your
Contract was issued. We also reserve the right, at any time, to stop accepting
new amounts credited, transferred, or renewed for a particular Segment.
Between 75 and 45 days before the end of the Expiration Date for an Accumulation
Amount, we will inform You of the Guaranteed Rates being offered and Segments
available as of the date of such notice. The Guaranteed Rates on the date of a
renewal may be more or less than the rates quoted in such notice.
If Your Accumulated Amount's Segment is no longer available for new amounts
credited, or You choose a different Segment that is no longer available, we will
try to reach You so that You may make another choice.
If a choice is not made at this point, the Segment with the next shortest
Guarantee Period available will be used and if not available, the Segment with
the next longest Period will be used.
Market Value Adjustment
Any withdrawal of Your Accumulated Amount will be subject to a Market Value
Adjustment ("MVA") unless the effective date of the withdrawal is within 30 days
prior to the end of a Guarantee Period. For this purpose, redemptions,
transfers, death benefits based on a Contract Owner's death, and maturity
amounts are treated as withdrawals. The MVA is an adjustment that will be
applied to the amount being withdrawn which is subject to the MVA, after the
deduction of any applicable Administrative Charge and before the deduction of
any applicable Sales Charge. The MVA can be positive or negative. The amount
being withdrawn after application of the MVA can therefore be greater than or
less than the amount withdrawn before application of the MVA.
The MVA will reflect the relationship between the Current Rate (as defined
below) for the Accumulated Amount being withdrawn and the Guaranteed Rate. It
also reflects the time remaining in the applicable Guarantee Period. Generally,
if the Guaranteed Rate is lower than the applicable Current Rate, then the
application of the MVA will result in a lower payment upon withdrawal.
Similarly, if the Guaranteed Rate is higher than the applicable Current Rate,
the application of the MVA will result in a higher payment upon withdrawal.
The Market Value Adjustment which is applied to the amount being withdrawn is
determined by using the following formula:
n
---
365
1 + i
MVA = Amount x [(-----) - 1]
1 + j
where,
Amount is the amount being withdrawn from a given accumulated amount less any
applicable administrative charges.
i, is the Guaranteed Rate being credited to the Accumulated Amount subject to
the MVA.
j, the "Current Rate," is the Guaranteed Rate, available as of the effective
date of the application of the MVA, for current allocations to the Segment with
a Guarantee Period equal to the time remaining to the Expiration Date for the
amount being withdrawn rounded to the next higher number of complete years.
n, is the number of days remaining in the Guarantee Period of the amount subject
to the MVA.
In the determination of "j," if MassMutual currently does not offer the
applicable Segment, we will determine "j" above using a method as described in
the Statement of Additional Information.
Distribution
Effective May 1, 1996, MML Distributors, LLC ("MML Distributors"), 1414 Main
Street, Springfield, MA 01144-1013, is the principal underwriter of the
Contracts pursuant to an Underwriting and Servicing Agreement to which MML
Distributors, MassMutual and the Separate Account are parties. Prior to May 1,
1996, MML Investors Services, Inc. ("MMLISI"), also located at 1414 Main Street,
Springfield, MA 01144-1013, served as the principal underwriter of the
Contracts. Effective May 1, 1996, MMLISI serves as the co-underwriter of the
Contracts. Both MML Distributors and MMLISI are registered with the Securities
and Exchange Commission (the "SEC") as broker-dealers under the Securities
Exchange Act of 1934 and are members of the National Association of Securities
Dealers, Inc. (the "NASD"). The maximum commission a broker-dealer will
receive is 6.25%
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the SEC and are members of the NASD ("selling
brokers"). Contracts are sold through agents who are licensed by state insurance
officials to sell the Contracts. These agents are also registered
representatives of selling brokers or of MMLISI.
Additionally, Oppenheimer Funds Distributor, Inc. ("OFDI"), a subsidiary of OFI,
and MML Distributors have entered into an agreement pursuant to which OFDI has
agreed to promote sales of the product through wholesale distribution
arrangements with such broker-dealers. Registered representatives of the
particular broker-dealer, who are also properly licensed to sell MassMutual
products, may make such sales.
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota and Washington; and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio and West Virginia.
Miscellaneous Provisions
TERMINATION OF LIABILITY
MassMutual's liability under a Contract terminates on the death of the Contract
Owner or Annuitant(s) and on the completion of any guaranteed payments. There is
no liability for any proportionate monthly annuity payment from the date of the
last payment to the date of death.
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ADJUSTMENTS OF UNITS AND UNIT
VALUES
MassMutual reserves the right in its sole discretion to split or consolidate the
number of Accumulation Units or Annuity Units for any Division of the Separate
Account and correspondingly decrease or increase the Accumulation or Annuity
Unit values for any such Division whenever it deems such action to be desirable.
Any such adjustment will have no adverse effect on rights under the Contracts.
PERIODIC STATEMENTS
While the Contract is in force prior to the Maturity Date and before the death
of the Annuitant, MassMutual will furnish to the Contract Owner at least
semiannually a status report showing the number of Accumulation Units credited
to each Division of the Separate Account, the corresponding Accumulation Unit
values, the value of amounts in the Fixed Account (if available) and the
Accumulated Value of the Contract.
CONTRACT OWNER'S VOTING RIGHTS
As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, the Contract Owner during the lifetime
of the Annuitant, or the beneficiary after the Annuitant's death, will be
entitled to give instructions as to how the shares of the Funds held in the
Separate Account (or other securities held in lieu of such shares) deemed
attributable to the Contract should be voted at meetings of shareholders of the
Funds or the Trusts. Those persons entitled to give voting instructions will be
determined as of the record date for the meeting.
The number of Fund shares held in the Separate Account deemed attributable to a
Contract prior to its Maturity Date and during the lifetime of the Annuitant
will be determined on the basis of the value of Accumulation Units credited to
the Contract in the corresponding Division of the Separate Account as of the
record date. After the Maturity Date or after the death of the Annuitant, the
number of Fund shares deemed attributable to the Contract will be based on the
liability for future Variable Monthly Annuity payments under the Contract as of
the record date and thus the voting rights will decrease as payments are made.
Contract Owners or beneficiaries will receive proxy material and a form with
which voting instructions may be given. Fund shares held by the Separate Account
as to which no effective instructions have been received or which are
attributable to assets transferred from MassMutual's general account will be
voted for or against any proposition in the same proportion as the shares as to
which instructions have been received.
In situations where the Annuitant is not the Contract Owner, the Annuitant will
have the right to instruct the Contract Owner with respect to the votes
attributable to any vested interest the Contract Owner has in the Contract.
MassMutual's obligation in this instance will be to make available to the
Contract Owner copies of the proxy material for distribution to the Annuitant.
Votes representing interests as to which the Contract Owner is not instructed
may, in turn, be voted by the Contract Owner in his discretion.
RESERVATION OF RIGHTS
MassMutual may, at any time, make any change in a Contract to the extent that
such change is required in order to make the Contract conform with any law or
regulation issued by any governmental agency to which MassMutual is subject. If
shares of any Fund should not be available, or, if in the judgment of
MassMutual, investment in shares of a Fund is no longer appropriate in view of
the purposes of a Division of the Separate Account, shares of other series of
the Trusts or of other registered, open-end investment companies may be
substituted for such Fund shares. Payments received after a date specified by
MassMutual may be applied to the purchase of shares of another Trust series or
investment company in lieu of shares of that Fund. Additionally, if in the
judgment of MassMutual, investment in shares of a Fund is no longer appropriate,
MassMutual reserves the right to withdraw availability of a Division of the
Separate Account for further amounts being credited. In any event, approval of
the SEC must be obtained. MassMutual reserves the right to change the name of a
Separate Account or to add Divisions to the Separate Account for the purpose of
investing in additional investment vehicles. Additionally, we reserve the right
to terminate the Contract: (a) if no purchase payment has been received for at
least two consecutive years measured from the date we received the last purchase
payment; and (b) if the Accumulated Value less any deduction we would make for
premium taxes, the Cash Redemption Value and the unredeemed premium payments are
all less than $2,000. Before exercising this right, we will provide You with
written notice of our decision.
Federal Tax Status
INTRODUCTION
The ultimate effect of federal income taxes on the value of the Contract, on
annuity payments, and on the economic benefit to the Contract Owner, Annuitant
or Beneficiary depends on a variety of factors including the type of retirement
plan for which the Contract is purchased and the tax and employment status of
the individual concerned. The discussion contained herein is general in nature
and is not intended as tax advice. Each person concerned should consult a
competent tax adviser for complete information and advice. No attempt is made to
consider any applicable state or other local tax laws. Moreover, the discussion
herein is based upon MassMutual's understanding of current federal income tax
laws as they are currently interpreted. No representation is made regarding the
likelihood of continuation of those current federal income tax laws or of the
current interpretations by the Internal Revenue Service ("IRS").
TAX STATUS OF MASSMUTUAL
Under existing federal law, no taxes are payable by MassMutual on investment
income and realized capital gains of the Separate Account credited to the
Contracts. Accordingly, MassMutual does not intend to make any charge to the
Separate Accounts to provide for company income taxes. MassMutual may, however,
make such a charge in the future if an unanticipated construction of current law
or a change in law results in a company tax liability attributable to the
Separate Account.
26
<PAGE>
MassMutual may incur state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not significant. If they increase,
however, charges for such taxes attributable to the Separate Account may be
made.
Taxation of Contracts in General
Under Section 817(h) of the Internal Revenue Code (the "Code") a Contract (other
than one used in a tax-qualified retirement plan) will not be treated as an
annuity contract and will be taxed on the annual increase in earnings if, as of
the end of any quarter, the Funds, or the Fund on which the Contract is based
are not adequately diversified in accordance with regulations prescribed by the
Treasury Department. It is anticipated that the Trusts will comply with the
Code's diversification requirements.
Subject to certain annuity distribution rules (see - Annuity Distribution Rules
of Section 72(s)), annuity payments under the Contracts are taxable under
Section 72 of the Code. For contributions made after February 28, 1986, a
Contract Owner that is not a natural person will be taxed on the annual increase
in the earnings of a Contract unless the Contract Owner holds the Contract as
agent for a natural person. Otherwise, increases in the value of a Contract are
not subject to tax until actually or constructively received.
Amounts received prior to the Maturity Date from Contracts not under tax
qualified arrangements (see - Taxation of Qualified Plans TSAs and IRAs, page
20, for a discussion of Contracts used in the qualified plan market) are subject
to tax to the extent of any earnings or gains in the Contract; amounts received
which are in excess of such earnings or gains are considered a return of
capital. Similarly, amounts borrowed upon the Contract will be treated as
amounts received under the Contract and will be taxable to the same extent. If
an individual Contract Owner transfers ownership, for other than full and
adequate consideration, the Contract Owner will be taxed on the transfer as
though he or she had taken a full redemption of the Contract. For Contracts
entered into after October 21, 1988, all annuity contracts issued by the same
insurer and its affiliates to the same Contract Owner within the same calendar
year must be aggregated in determining the amount of gain realized on a
withdrawal from any one.
If the Contract is obtained in a tax-free exchange of contracts under Section
1035 of the Code, different tax rules may apply. If a distribution prior to the
Maturity Date of a contract obtained in such an exchange is entirely
attributable to investments in the surrendered contract prior to August 14,
1982, the distribution will first be considered a return of capital to the
extent of those investments and only the amounts received in excess of those
investments will be regarded as taxable earnings or gains.
PENALTY TAXES
In addition to the foregoing tax consequences, certain distributions under the
Contract will be subject to a penalty tax under Code Section 72(q) (for non-tax
qualified Contracts) or 72(t) (for Contracts in tax qualified plans see -
Taxation of Qualified Plans, TSAs and IRAs, page 19) of 10% of the amount of the
distribution that is includable in gross income. However, the following
distributions from non-tax qualified Contracts currently are not subject to the
penalty tax: (1) withdrawals made after the Contract Owner is 59 1/2 years old;
(2) payments made to a beneficiary (or to the estate of the Contract Owner) on
or after the death of the Contract Owner; (3) payments attributable to a
Contract Owner becoming disabled; or (4) substantially equal periodic payments
made (at least annually) for the lifetime (or life expectancy) of the Contract
Owner or for the joint lifetimes (or joint life expectancies) of the Contract
Owner and the beneficiary.
When monthly annuity payments commence, they are taxable as ordinary income in
the year of receipt to the extent that they exceed that portion of the
"Investment in the Contract" allocable to that year. The Investment in the
Contract will equal the gross amount of purchase payments made under the
Contract less any amount that was previously received under the Contract but was
not included in gross income. The Investment in the Contract would also be
increased by any amount that was previously included in gross income under the
Contract but was not received. This amount, divided by the anticipated number of
monthly annuity payments, gives the "excludable amount," which is the portion of
each annuity payment considered to be a return of capital and, therefore, not
taxable. Under this exclusion ratio, the total amount excluded from payments
actually received is limited to the Investment in the Contract. The rules for
determining the excludable amount are contained in Section 72 of the Code and
regulations thereunder and require adjustment when the payment option elected
provides a feature such as a guaranteed number of payments.
ANNUITY DISTRIBUTION RULES OF
SECTION 72(S)
Annuity distribution requirements are imposed under Section 72(s) of the Code.
MassMutual understands that these requirements do not apply to Contracts issued
to or under Qualified Plans.
Under Section 72(s), a Contract will not be treated as an annuity subject to
Section 72 of the Code, unless it provides for certain required distributions
from and after the date of death of the Contract Owner. The Contracts will be
endorsed before issue to provide that annuity payments be made only in
accordance with these distribution requirements, as applicable.
TAX WITHHOLDING
Certain tax withholding is imposed on payments that are made under the Contracts
(for Contracts in tax qualified plans, see - Taxation of Qualified Plans, TSAs
and IRAs, page 19). Withheld amounts do not constitute an additional tax, but
are fully creditable on the individual tax return of each payee who is affected
by tax withholding. Furthermore, no payments will be subject to the withholding
if (1) it is reasonable to believe that the payments are not includable in gross
income, or (2) the payee elects not to have withholding apply. The payee may
make such an election either by filing an election form with MassMutual or, in
the case of redemptions, by following procedures that MassMutual has established
to afford payees an opportunity to elect out of withholding. These forms and
procedures will be provided to payees by MassMutual upon a request for payment.
Unless the Payee elects not to have withholding apply (for Contracts in tax
qualified plans see - Taxation of Qualified Plans, TSAs and IRAs, page 19),
MassMutual is required to withhold, for federal income tax purposes, 10% of the
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taxable portion of any redemption payment or non-periodic distribution under the
Contracts. Periodic annuity payments under the Contracts are subject to
withholding at the payee's wage base rate. If the payee of these annuity
payments does not file an appropriate withholding certificate (obtainable from
any local IRS office) with MassMutual, it will be presumed that the payee is
married claiming three exemptions.
TAX REPORTING
MassMutual is required to report all taxable payments and distributions to the
IRS and to the payees. Payees will receive reports of taxable payments and
distributions by January 31 of the year following the year of payment.
TAXATION OF QUALIFIED PLANS,
TSAS AND IRAS
The tax rules applicable to participants in retirement plans that qualify for
special federal income tax treatment ("Qualified Plans") vary according to the
type of plan and its terms and conditions.
Increases in the value of a Contract are not subject to tax until received by
the employee or his beneficiary. Monthly annuity payments under Qualified Plans
are taxed as described above (see - TAXATION OF CONTRACTS IN GENERAL, page 18),
except that the "investment in the Contract" under a Qualified Plan is normally
the gross amount of purchase payment made by the employee under the Contract or
made by the employer on the employee's behalf and included in the employee's
taxable income when made.
If the Annuitant receives a distribution that qualifies as a "lump sum
distribution" under the Code, he or she may be eligible for special "5-year
averaging" treatment of the funds received (or "10-year averaging" treatment if
he or she was age 50 or older on January 1, 1986). TSAs and IRAs are not
eligible for the special treatment under the "lump sum distribution" rules.
Certain TSA contributions may not be distributed to the Annuitant until age
59 1/2, death, disability, separation of service or hardship. (See -
Redemption Privileges, page 13.) Distributions from Qualified Plans, IRAs and
TSAs may be subject to a 10% penalty tax on amounts withdrawn before age
59 1/2. However, the following distributions from Qualified Plans (and TSAs
and IRAs except as otherwise noted) are not subject to the penalty: (1) payments
made to a beneficiary (or the estate of an Annuitant) on or after the death of
the Annuitant; (2) payments attributable to an Annuitant becoming disabled; (3)
substantially equal periodic payments made (at least annually) for the lifetime
(or life expectancy) of the Annuitant or for the joint lifetimes (or joint life
expectancies) of the Annuitant and the beneficiary (for Qualified Plans and
TSAs, payments can only begin after the employee separates from service); (4)
payment for certain medical expenses (not applicable to IRAs); (5) payment after
age 55 and separation from service (not applicable to IRAs); and (6) payments to
an alternate payee pursuant to a qualified domestic relations order under Code
Section 414(p) (not applicable to IRAs). Excess retirement accumulations may be
subject to a 15% penalty tax. Excess distributions may be subject to a 15%
excise tax.
IRAs are subject to limitations on the amount that may be contributed. The
deductibility of contributions by individuals or their spouses who are active
participants in an employer-maintained pension or profit-sharing plan may be
reduced based on the individual's adjusted gross income. In addition, certain
distributions from Qualified Plans and TSAs may be placed into an IRA on a tax-
deferred basis.
In general, tax law requires that minimum distributions be made from Qualified
Plans, TSAs and IRAs beginning at age 70 1/2. To avoid penalty taxes of 50
percent or more, required distributions, including distributions which should
have been distributed in prior years, should not be rolled over to IRAs.
Distributions from Qualified Plans and TSAs are subject to mandatory federal
income tax withholding. MassMutual is required to withhold 20% when a payment
from a Qualified Plan or TSA is an "eligible rollover distribution" and such
payment is not directly rolled over to another Qualified Plan, TSA or IRA. In
general, an "eligible rollover distribution" is any taxable distribution other
than: (1) payments for the life (or life expectancy) of the Annuitant, or for
joint life (or joint life expectancies) of the Annuitant and the beneficiary;
(2) payments made over a period of ten years or more; and (3) required minimum
distributions (see above). Plan administrators should be able to tell Annuitants
what other payments are not "eligible rollover distributions".
Taxable distributions that are not "eligible rollover distributions" are subject
to the withholding rules for annuities (See - Tax Withholding, page 19.)
Performance Measures
MassMutual may show the performance under the Contracts in the following ways:
STANDARDIZED AVERAGE ANNUAL
TOTAL RETURN
Except for Divisions of the Separate Account which have been in existence for
less than one year, MassMutual will show the Standardized Average Annual Total
Return for a Division of the Separate Account which, as prescribed by the rules
of the SEC, is the effective annual compounded rate of return that would have
produced the cash redemption value over the stated period had the performance
remained constant throughout. The Standardized Average Annual Total Return
assumes a single $1000 payment made at the beginning of the period and full
redemption at the end of the period. It reflects a deduction for the Sales
Charge, the annual administrative charge and all other Fund, Separate Account,
and Contract level charges except premium taxes, if any. The annual
Administrative Charge will be apportioned among the Divisions of the Separate
Account based upon the percentages of Contracts investing in each of the
Divisions.
For Divisions of the Separate Account which have been in existence for less than
one year, MassMutual will show the aggregate total return as permitted by the
SEC. The aggregate total return assumes a single one thousand dollar payment
made at the beginning of the period and full redemption at the end of the
period. It reflects the change in unit value and a reduction of the contingent
deferred sales charge.
28
<PAGE>
ADDITIONAL PERFORMANCE
MEASURES
The performance figures discussed below may be calculated on the basis of the
historical performance of the Funds, and may assume that the Contracts were in
existence prior to the Inception Date (which they were not). Beginning the date
that the product became available for sale to the public, actual Accumulation
Unit Values will be used for the calculations. Such Accumulation Unit Values
will be accompanied by the Standardized Average Annual Total Return described
above.
The difference between the first set of additional performance measures,
PERCENTAGE CHANGE and ANNUALIZED RETURNS on Accumulation Unit Values, and the
second set, the NON-STANDARDIZED ANNUAL and AVERAGE ANNUAL TOTAL RETURNS, is
that the second set is based on specified premium patterns and includes the
deduction of the annual Administrative Charge, whereas the first set does not.
Additional details are described below.
Accumulation Unit Values: Percentage Change
and Annualized Returns
MassMutual will show the PERCENTAGE CHANGE in the value of an Accumulation Unit
for a Division of the Separate Account with respect to one or more periods. The
ANNUALIZED RETURN, or average annual change in Accumulation Unit Values, may
also be shown with respect to one or more periods. For a one year period, the
Percentage Change and the Annualized Return are effective annual rates of return
and are equal. For periods greater than one year, the Annualized Return is the
effective annual compounded rate of return for the periods stated. Since the
value of an Accumulation Unit reflects the Separate Account and Trust expenses
(see - Table of Fees and Expenses, page 5), the Percentage Change and Annualized
Returns also reflect these expenses. These percentages, however, do not reflect
the annual Administrative Charge and the Sales Charge or premium taxes (if any),
which if included would reduce the percentages reported. For periods of less
than one year, the percentage change in accumulation unit value may be shown.
The NON-STANDARDIZED ANNUAL TOTAL RETURN and the NON-STANDARDIZED AVERAGE ANNUAL
TOTAL RETURN reflect a deduction for the annual Administrative Charge as well as
reflecting deductions for the Separate Account expenses and the expenses of the
Trusts. They are based on specified premium patterns which produce the resulting
Accumulated Values. They do not include Sales Charges or premium taxes (if any),
which would reduce the percentages reported.
The NON-STANDARDIZED ANNUAL TOTAL RETURN for a Division is the effective annual
rate of return that would have produced the ending Accumulated Value, as of the
stated one-year period.
The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a Division is the effective
annual compounded rate of return that would have produced the ending Accumulated
Value over the stated period had the performance remained constant throughout.
Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the NON-
STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same period
due to the effect of the annual Administrative Charge. Additionally, the
magnitude of this difference will depend on the size of the Accumulated Value
from which the Annual Administrative Charge is deducted.
YIELD AND EFFECTIVE YIELD. MassMutual may also show yield and effective yield
figures for the Money Market and Money Fund Divisions of the Separate Account.
"Yield" refers to the income generated by an investment in the Money Market and
Money Fund Divisions over a seven-day period, which is then "annualized". That
is, the amount of income generated by the investment during that week is assumed
to be generated each week over a 52-week period and is shown as a percentage of
the investment. The "effective yield" is calculated similarly but, when
annualized, the income earned by an investment in these divisions is assumed to
be re-invested. Therefore the effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment. These
figures will reflect a deduction for Fund, Separate Account, and certain
Contract level charges, and the Annual Administrative Charge assuming such
Contract remains in force. The Administrative Charge is based on a hypothetical
contract where such charge is applicable. These figures do not reflect the Sales
Charge or premium taxes, (if any), which if included would reduce the yields
reported.
The performance measures discussed above reflect results of the Funds and are
not intended to indicate or predict future performance. For more detailed
information, see the Statement of Additional Information.
Performance information for the Separate Account Divisions may be compared to
other variable annuity separate accounts or other investment products surveyed
by Lipper Analytical Services, Inc. a nationally recognized independent
reporting service that ranks mutual funds and other investment companies by
overall performance, investment objectives and assets, or it may be tracked by
other ratings services, companies, publications or persons who rank separate
accounts or other investment products on overall performance or other criteria.
Performance figures will be calculated in accordance with standardized methods
established by each reporting service.
Additional Information
For further information about the Contracts, You may obtain a Statement of
Additional Information prepared by MassMutual.
The Table of Contents of this Statement is as follows:
1. General Information and History
2. Service Arrangements and Distribution
3. Contract Value Calculations and Annuity Payments
4. Performance Measures
5. Reports of Independent Accountants and Financial Statements.
Section 5 of the Statement of Additional Information contains financial
statements for MassMutual.
29
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This Prospectus sets forth the information about Separate Account 3 that a
prospective investor ought to know before investing. Certain additional
information about the Separate Account is contained in a Statement of Additional
Information dated May 1, 1996 which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Table of
Contents for the Statement of Additional Information appears on page 21 of this
Prospectus. To obtain a copy, return this request form to the address shown
below or telephone 1-800-258-4511
...............................................................................
To: MassMutual and Affiliated Companies Service Center
Continuum Administrative Services Corporation
301 West 11th Street
Kansas City, MO 64105
Please send me a Statement of Additional Information for LifeTrust.
Name
------------------------------------------------------------------
Address
------------------------------------------------------------------
------------------------------------------------------------------
City State Zip
------------------------------ ------------------ ------
Telephone
------------------------------------------------------------------
<PAGE>
Oppenheimer Life Trust Variable Annuity
- --------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(DEPOSITOR)
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 3
(REGISTRANT)
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus of Massachusetts Mutual Variable Annuity
Separate Account 3 dated May 1, 1996 (the "Prospectus"). The Prospectus may be
obtained from the Massachusetts Mutual Life Insurance ("MassMutual") Service
Center, c/o ALLIANCE-ONE Services, L.P., 301 West 11th Street, Kansas City, MO
(800) 258-4511.
May 1, 1996
<PAGE>
TABLE OF CONTENTS
General Information and History ......................................... 1
Service Arrangements and Distribution ................................... 6
Contract Value Calculations
For Amounts Allocated to an Investment
Division of a Separate Account .......................................... 8
Performance Measures .................................................... 15
Reports of Independent
Accountants and Financial
Statements ..................................................... Final Pages
<PAGE>
GENERAL INFORMATION AND HISTORY
MassMutual
----------
Massachusetts Mutual Life Insurance Company ("MassMutual") is a mutual life
insurance company chartered in 1851 under the laws of the Commonwealth of
Massachusetts. Its home office is located in Springfield, Massachusetts.
MassMutual is licensed to transact a life, accident and health insurance
business in all fifty states and the District of Columbia.
MassMutual's Home Office is located in Springfield, Massachusetts. The Service
Center for Contracts is located at ALLIANCE-ONE Services, L.P., Kansas City,
Missouri.
OppenheimerFunds, Inc.
----------------------
OppenheimerFunds, Inc. ("OFI") is a corporation organized under the laws of the
state of Colorado. (Prior to January 5, 1996, OFI was known as Oppenheimer
Management Corporation.) It has operated as an investment adviser since April
30, 1959. It (including a subsidiary) currently advises U.S. investment
companies with assets aggregating over $42 billion as of December 31, 1995, and
having over 2.8 million shareholder accounts. OFI is owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management of OFI,
and ultimately controlled by MassMutual.
The Separate Account
--------------------
Massachusetts Mutual Variable Annuity Separate Account 3 (the "Separate
Account") was established as a separate investment account of MassMutual on
January 14, 1994, in accordance with the provisions of Section 132G of Chapter
175 of Massachusetts General Laws. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940. A unit investment
trust is a type of investment company which invests its assets in the shares of
one or more management investment companies rather than directly in its own
portfolio of investment securities. Registration under the Investment Company
Act of 1940 does not
1
<PAGE>
involve supervision of the management or investment practices or policies of the
Separate Account or of MassMutual. Under Massachusetts law, however, both
MassMutual and the Separate Account are subject to regulation by the Division of
Insurance of the Commonwealth of Massachusetts.
The Separate Account is divided into thirteen Divisions. Four of the Divisions
(MML Equity, MML Managed Bond, MML Blend, and MML Money Market) invest in
corresponding shares of MML Series Investment Fund ("MML Trust"). The remaining
nine Divisions (Oppenheimer Money, Oppenheimer High Income, Oppenheimer Bond,
Oppenheimer Capital Appreciation, Oppenheimer Growth, Oppenheimer Multiple
Strategies, Oppenheimer Global Securities, Oppenheimer Strategic Bond, and
Oppenheimer Growth & Income) invest in corresponding shares of Oppenheimer
Variable Account Funds (the "Oppenheimer Trust" and collectively with MML
Trust, the "Trusts"). MassMutual reserves the right to add additional divisions
or separate accounts. The value of both Accumulation Units (see "The
---
Accumulation (Pay-In) Period" section in the prospectus) and Annuity Units (see
---
"The Annuity (Pay Out) Period" section in the prospectus) in each Division
reflects the investment results of its underlying Fund.
Although the assets of the Separate Account are assets of MassMutual, assets of
the Separate Account equal to the reserves and other annuity contract
liabilities which depend on the investment performance of the Separate Account
are not chargeable with liabilities arising out of any other business MassMutual
may conduct. The income and capital gains and losses, realized or unrealized,
of each Division of a Separate Account are credited to or charged against such
Division without regard to the income and capital gains and losses of the other
Divisions or other accounts of MassMutual. All obligations arising under
MassMutual Variable Annuity Contracts (the "Contracts"), however, are general
corporate obligations of MassMutual.
2
<PAGE>
The Trusts
----------
1. The MML Trust
-------------
The MML Trust is a no-load, open-end, diversified management investment company
consisting of four separate series of shares--MML Equity Fund, MML Money Market
Fund, MML Managed Bond Fund, and MML Blend Fund (the "MML Funds") each of which
has its own investment objectives and policies. MassMutual organized the MML
Trust for the purpose of providing vehicles for the investment of assets held in
various separate investment accounts, including the Separate Account,
established by MassMutual or its life insurance company subsidiaries. A
statement of additional information concerning the MML Trust is available upon
request from the Service Center.
2. The Oppenheimer Trust
---------------------
The Oppenheimer Trust is also an open-end, diversified management investment
company consisting of the following funds: Oppenheimer Global Securities Fund,
Oppenheimer High Income Fund, Oppenheimer Money Fund, Oppenheimer Strategic Bond
Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Multiple Strategies
Fund, Oppenheimer Bond Fund, Oppenheimer Growth Fund, and Oppenheimer Growth &
Income Fund. Each of these funds is available to Contract Owners. The
Oppenheimer Trust was organized for the purpose of providing funds to variable
life and annuity contracts, and exemptive relief permitting such sales has been
obtained from the Securities and Exchange Commission ("SEC"). Shares of the
Trusts are not available to the public. A statement of additional information
concerning the Oppenheimer Trust is available upon request from the Service
Center.
3. General Information Concerning the Trusts
-----------------------------------------
A Separate Account purchases and redeems shares of specified funds at their net
asset value without the imposition of any sales or redemption charge.
Distributions made on the shares of each Fund held by a Division of a Separate
Account are immediately reinvested in shares of a corresponding Fund at net
asset value, which shares are added to the assets of the appropriate Division of
the Separate Account. MassMutual serves as investment manager of each of the
MML Funds pursuant to separate investment management agreements executed by
MassMutual and each of the MML Funds. Pursuant to
3
<PAGE>
investment sub-advisery agreements with MassMutual, Concert Capital Management,
Inc. ("Concert Capital"), a wholly-owned subsidiary of MassMutual, manages the
investment and reinvestment of the assets of the MML Equity Fund and the Equity
Sector of the MML Blend Fund. Both MassMutual and Concert Capital are registered
as investment advisers under the Investment Advisers Act of 1940.
OFI serves as investment adviser to the Funds of the Oppenheimer Trust. OFI is
registered as an investment adviser under the Investment Advisers Act of 1940.
The Prospectus and Statement of Additional Information for both the MML Trust
and the Oppenheimer Trust contain a description of their respective Funds, their
investment objectives, policies and restrictions, their expenses, the risks
attendant therein, and aspects of their operation.
Possible Conflicts
------------------
1. MML Trust
Assets of Massachusetts Mutual Variable Life Separate Accounts I and II and MML
Bay State Variable Life Separate Account I are invested in the MML Funds.
Because Massachusetts Variable Annuity Separate Account 1, 2, and 3 and MML Bay
State Variable Annuity Separate Account 1 are also invested in the MML Funds, it
is possible that material conflicts could arise between owners of the Contracts
and owners of variable life insurance policies funded by the separate
4
<PAGE>
accounts listed above. Possible conflicts could arise if: (i) state insurance
regulators should disapprove of or require changes in investment policies,
investment advisers or principal underwriters, or if MassMutual should be
permitted to act contrary to actions approved by holders of the variable life
insurance policies under rules of the SEC; (ii) adverse tax treatment of the
Contracts or other variable contracts would result from using the same Funds;
(iii) different investment strategies would be more suitable for the Contracts
than for other variable contracts; or (iv) state insurance laws or regulations
or other applicable laws would prohibit the funding of variable annuity separate
accounts and variable life separate accounts by the same MML Funds. The Board of
Trustees of the MML Trust will follow monitoring procedures which have been
developed to determine whether material conflicts have arisen. Such Board will
have a majority of Trustees who are not interested persons of the MML Trust, and
determinations whether or not a material conflict exists will be made by a
majority of such disinterested Trustees. If a material irreconcilable conflict
exists, MassMutual will take such action at their own expense as may be required
to cause Massachusetts Mutual Variable Life Separate Accounts I and II, MML Bay
State Variable Life Separate Account I to be invested solely in shares of mutual
funds which offer their shares exclusively to variable life insurance separate
accounts unless, in certain cases, the holders of both the variable life
insurance policies and the variable annuity contracts vote not to effect such
segregation.
2. Oppenheimer Trust
The Oppenheimer Trust was established for use as an investment vehicle by
variable contract separate accounts such as the Separate Accounts. Accordingly,
it is possible that a material irreconcilable conflict may develop between the
interests of Contract Owners and other separate accounts investing in the
Oppenheimer Trust. The Board of Trustees of the Oppenheimer Trust (the "Board")
will monitor the Oppenheimer Funds for the existence of any such conflicts. If
it is determined that a conflict exists, the Board will notify MassMutual and
appropriate action will be taken to eliminate such irreconcilable conflict.
Such steps may include: (1) withdrawing the assets allocable to some or all of
the separate accounts from the particular Oppeneheimer Fund and
5
<PAGE>
reinvesting such assets in a different investment medium, including (but not
limited to) another Oppenheimer Fund; (2) submitting the question to whether
such segregation should be implemented to a vote of all affected Contract
Owners; and (3) establishing a new registered management investment company or
managed separate account.
Assignment of Contract
----------------------
MassMutual will not be charged with notice of any assignment of a Contract or of
the interest of any beneficiary or of any other person unless the assignment is
in writing and MassMutual receives at its Service Center a true copy thereof.
MassMutual assumes no responsibility for the validity of any assignment.
While the Contracts are generally assignable, all non-tax qualified Contracts
must carry a non-transferability endorsement which precludes their assignment.
For qualified Contracts, the following exceptions and provisions should be
noted:
(1) No person entitled to receive annuity payments under a Contract or
part or all of the Contract's value will be permitted to commute, anticipate,
encumber, alienate or assign such amounts, except upon the written authority of
the Contract Owner given during the Annuitant's lifetime and received in good
order by MassMutual at its Service Center. To the extent permitted by law,
6
<PAGE>
no Contract nor any proceeds or interest payable thereunder will be subject to
the Annuitant's or any other person's debts, contracts or engagements, nor to
any levy or attachment for payment thereof;
(2) If an assignment of a Contract is in effect on the maturity date,
MassMutual reserves the right to pay to the assignee in one sum the amount of
the Contract's maturity value to which he is entitled, and to pay any balance of
such value in one sum to the Contract Owner, regardless of any payment options
which the Contract Owner may have elected. Moreover, if an assignment of a
Contract is in effect at the death of the Annuitant or Owner prior to the
maturity date, MassMutual will pay to the assignee in one sum, to the extent
that he or she is entitled, the death benefit available under the Contract.
Please consult The Death Benefit section of the prospectus for more information;
-----------------
(3) Contracts used in connection with annuity purchase plans adopted by
public school systems and certain tax-exempt organizations pursuant to Section
403(b) of the Code ("tax-sheltered annuities" or "TSAs") must be endorsed to
provide that they are non-transferable; and
(4) Contracts issued under a plan for an Individual Retirement Annuity
pursuant to Section 408 of the Code must be endorsed to provide that they are
non-transferable. Such Contracts may not be sold, assigned, discounted, or
pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose by the Annuitant to any person or party
other than MassMutual, except to a former spouse of the Annuitant in accordance
with the terms of a divorce decree or other written instrument incident to a
divorce.
Assignments may be subject to federal income tax.
RESTRICTIONS ON REDEMPTION
Redemptions of TSAs may be restricted as required by Section 403(b) (11) of the
Internal Revenue Code (see, "Tax-Sheltered Annuity Redemption Restrictions" in
the prospectus for details). In restricting any such redemption, MassMutual
relies on the relief from sections 22(e), 27(c) and 27(d) of the Investment
Company Act of 1940 granted in American Council of Life Insurance [1988 Transfer
Binder] Fed. Sec. L. Rep (CCH) 78,904 (November 22, 1988) (the "No Action
Letter"). In relying on such relief, MassMutual hereby represents that it
complies with the provisions of paragraphs (1) - (4) as set forth in the No
Action Letters.
7
<PAGE>
SERVICE ARRANGEMENTS AND DISTRIBUTION
Custodian of Assets of the Funds
--------------------------------
Citibank N.A., with its home office located at 111 Wall Street, New York, New
York 10005, acts as custodian for the MML Funds. The Bank of New York, with its
home office located at One Wall Street, New York, New York 10015, acts as
custodian for the Oppenheimer Funds. The Custodians' responsibilities include
safeguarding and controlling the Funds' cash and securities, handling the
receipt of delivery of securities, and collecting interest and dividends on the
Funds' investments.
Independent Accountants
-----------------------
The financial statements of the Separate Account and the supplemental financial
statements of MassMutual included in this Statement of Additional Information
have been included herein in reliance on the reports of Coopers & Lybrand
L.L.P., Springfield, Massachusetts 01101, independent accountants, given on the
authority of that firm as experts in accounting and auditing. Coopers &
Lybrand's report on the supplemental financial statements of MassMutual includes
explanatory paragraphs relating to the retroactive effect of the merger of
MassMutual and Connecticut Mutual Life Insurance Company, and the pending sale
of a wholly-owned insurance subsidiary.
Distribution and Administration
-------------------------------
Effective May 1, 1996, MML Distributors, LLC ("MML Distributors"), a wholly-
owned subsidiary of MassMutual, is the principal underwriter for the contract
pursuant to an Underwriting and Servicing Agreement among MassMutual, MML
Distributors and the
8
<PAGE>
Separate Account. Prior to May 1, 1996, MML Investors Services, Inc. ("MMLISI"),
also a wholly-owned subsidiary of MassMutual, served as principal underwriter
for the Separate Account. Effective May 1, 1996, MMLISI serves as co-underwriter
for the Separate Account.
MML Distributors may enter into selling agreements with other broker-dealers
which are registered with the SEC as broker-dealers under the Securities
Exchange Act of 1934 and are members of the National Association of Securities
Dealers, Inc. ("selling brokers"). The Contract is sold through agents who are
licensed by state insurance department officials to sell the Contract. These
agents are also registered representatives of selling brokers or MMLISI. The
Contract will be offered on a continuous basis in certain states where
MassMutual has the authority to write variable annuity business and the Contract
has been approved.
Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and
MMLISI will receive compensation for their activities as underwriters for each
Separate Account. Compensation paid to MMLISI in 1995 was $10,452. No
compensation was paid to MML Distributors in 1995. Commissions will be paid
through MMLISI and MML Distributors to agents and selling brokers for selling
the Contracts. During 1995 and 1994, such payments amounted to $2,899,557 and
$2,061 respectively.
An Administration Agreement entered among MassMutual, MML Bay State Life
Insurance Company and ALLIANCE-ONE Services, L.P. ("ALLIANCE-ONE") provides that
ALLIANCE-ONE will agree to provide: all services required for the
administration of those Contracts which depend in whole or in part on the
investment performance of the Separate Account. Additionally, pursuant to such
Agreement, ALLIANCE-ONE will keep such other records as may be mandated by state
and federal laws and regulations. ALLIANCE-ONE will operate MassMutual's
Service Center and will respond to Contract Owner inquiries concerning the
status of their Contracts.
The Agreement may be terminated by the parties without the payment of any
penalty upon 180 days written notice. The agreements immediately terminate in
the event of their assignment (as that term is defined under the Investment
Company Act of 1940). The agreements may be amended at any time by the mutual
consent of the parties. Contract Owners will not receive notice with respect to
changes in the agreements.
The offering of the Contracts is continuous.
9
<PAGE>
Purchase of Securities Being Offered
------------------------------------
Interests in the Separate Account are sold to Contract Owners as accumulation
units. Charges associated with such securities are discussed in the Charges and
-----------
Deductions Section of the prospectus for the Contract. The Contract does not
- ----------
offer any special purchase plan or exchange program not discussed in the
prospectus. (For a discussion of instances when sales charges will be waived,
see Contingent Deferred Sales Charges Section of the prospectus.)
---------------------------------
CONTRACT VALUE CALCULATIONS FOR AMOUNTS ALLOCATED TO AN
INVESTMENT DIVISION OF A SEPARATE ACCOUNT
The Accumulation (Pay-In) Period
--------------------------------
Valuation Date, Valuation Time and Valuation Period
---------------------------------------------------
Each day on which the net asset value of the shares of any of the Funds is
determined is a "Valuation Date." The value of shares of the Funds held in the
Separate Account is determined as of the "Valuation Time," which is the time of
the close of trading on the New York Stock Exchange (currently 4:00 p.m. New
York time) on a Valuation Date. A "Valuation Period" is the period, consisting
of one or more days, from one Valuation Time to the next succeeding Valuation
Time.
Accumulation Unit Value
-----------------------
The value of an Accumulation Unit (the "Accumulation Unit Value") for each
Division of the Separate Account will vary from Valuation Date to Valuation
Date. The initial Accumulation Unit Value for each Division was set at
$1.000000. The Accumulation Unit Value for each Division on any date thereafter
is equal to the product of the "Net Investment Factor" for that Division (as
defined below) for the Valuation Period which includes such date and the
Accumulation Unit Value for that Division on the preceding Valuation Date.
Purchase of Accumulation Units in a Division
--------------------------------------------
of a Separate Account
---------------------
You may allocate purchase payments among the investment Divisions of the
Separate Account and to the Fixed Account, where available. At the end of each
Valuation Period MassMutual will apply your purchase payment (after deducting
any applicable premium taxes) to each Separate Account Division that you have
allocated in order to
10
<PAGE>
purchase Accumulation Units of the designated Division(s). These Accumulation
Units will be used in determining the value of amounts in the Separate Account
credited to the Contract on or prior to the maturity date and the amount of
variable annuity benefits at maturity. The value of the Accumulation Units in
each Division will vary with and will reflect the investment performance and
expenses of that Division (which in turn will reflect the investment performance
of the corresponding Fund in which the assets of the Division are invested), any
applicable taxes and the applicable Asset Charge.
The Accumulation Unit Value is determined as of the Valuation Time. Provided
that the Contract application is complete, Accumulation Units are purchased at
their Accumulation Unit Value within two days of the date a purchase payment is
received in good order in the mail or by wire transfer at the Service Center.
If the date of receipt is not a Valuation Date, or if the purchase payment is
received after the Valuation Time or other than by mail or wire transfer, the
value of the Accumulation Units purchased will be determined within two days of
the next Valuation Time following the date the payment is received. If an
initial purchase payment is not applied within five business days after receipt
(due to incomplete or ambiguous Application information, for example) the
payment amount will be refunded unless specific consent to retain the payment
for a longer period is obtained from the prospective purchaser. For subsequent
purchase payments, the Valuation Date will be the date which is on or next
follows the date of receipt.
Amounts allocated to a Fixed Account will earn interest at a Guaranteed Rate
for the Guarantee Period. If, however, a Contract Owner redeems amounts held in
the Fixed Account, or transfers such sums before the Expiration Date of the
selected Accumulated Amount, such sums will be subject to a Market Value
Adjustment ("MVA"). The application of the MVA may operate to provide a yield
which is less than the return generated pursuant to the Guarantee Rate. If an
applicable Segment is not available, then the formula used to calculate the
Guaranteed Rate available as of the effective date of the application of the MVA
(referred to as "j" in the formula described in the Market Value Adjustment
-----------------------
section of the prospectus) will be determined by interpolation or extrapolation
of the Guaranteed Rates for the Segments then available. (Please consult the
prospectus for the Fixed Account for more information).
11
<PAGE>
Net Investment Factor
---------------------
The Net Investment Factor for each Division for any Valuation Period is equal to
the sum of the Gross Investment Rate for that Division (as defined below) for
the Valuation Period and 1.000000, decreased by the applicable Asset Charge.
The Net Investment Factor may be greater than or less than 1.000000.
Gross Investment Rate
---------------------
The Gross Investment Rate for each Division of the Separate Account is equal to
the net earnings of that Division during the Valuation Period, divided by the
value of the net assets of that Division at the beginning of the Valuation
Period. The net earnings of the Division is equal to the accrued investment
income and capital gains and losses (realized and unrealized) of that Division
and an adjustment for taxes paid or provided for. The Gross Investment Rate
will be determined in accordance with generally accepted accounting principles
and applicable laws, rules and regulations. The Gross Investment Rate may be
positive or negative.
The policy of the Separate Account is to take dividends and capital gain
distributions on shares of the Funds held by the Separate Account in additional
shares and not in cash.
See the General Formulas section below for the general formulas which may be
----------------
used to compute the value of an Accumulation Unit for any Division of the
Separate Account, and for an explanation of how a hypothetical illustration
using such formulas may be developed.
The Annuity (Pay-Out) Period
----------------------------
When your Contract approaches its maturity date, you may choose to have the
Maturity Value of the Contract provide you at maturity with either Fixed Income
payments (referred to as the "Fixed Income Option" in your Contract), Variable
Monthly Income payments [referred to as the "Variable Monthly Income Option" in
your Contract], or a combination of the two. You also may elect to receive the
Maturity Value in one lump sum. Fixed or Variable Monthly Income payments may
be received under several different payment options. If you have made no
election within 30 days prior to the maturity date, the Contract will provide
you with the automatic payment of a Variable Monthly Income under a life income
option with payments guaranteed for 10 years.
12
<PAGE>
Fixed Income
------------
If you select a Fixed Income, then each annuity payment will be for a fixed-
dollar amount and will not vary with or reflect the investment performance of
the Separate Account or its Divisions. For further information regarding the
type of annuity benefit and the payment options available thereunder, You should
refer to your Contract.
Variable Monthly Income
-----------------------
If you select a Variable Monthly Income, then each annuity payment will be based
upon the value of the Annuity Units. This value will vary with and reflect the
investment performance of each Division to which Annuity Units are credited.
The number of Annuity Units will not vary, but will remain fixed during the
annuity period unless a Contract Owner makes transfers to another Division or a
joint and survivor Payment Option with reduced survivor income (as described in
the Prospectus). Variable Monthly Income payments will be made by withdrawal of
assets from the Separate Account.
Annuity Units and Monthly Payments
----------------------------------
The number of Annuity Units in each Division to be credited to a Contract is
determined in the following manner. First, the value of amounts attributable to
a Contract for each Division of the Separate Account is determined by
multiplying the number of Accumulation Units credited to a Division on the
maturity date of the Contract by the Accumulation Unit Value of that Division on
the Payment Calculation Date for the first Variable Monthly Income payment.
Such value is then multiplied by the "purchase rate" (as defined below) to
determine the amount of the first Variable Monthly Income payment attributable
to each Division. Finally, the amount of the first Variable Monthly Income
payment attributable to each Division is divided by the Annuity Unit Value for
that Division on the Payment Calculation Date for such payment to determine the
number of Annuity Units for that Division.
The dollar amount of each Variable Monthly Income payment (other than the first
payment under a Contract) is equal to the sum of the products obtained by
multiplying the number of Annuity Units in each Division credited to the
Contract by their value (the "Annuity Unit Value") on the Payment Calculation
Date.
13
<PAGE>
Purchase Rate
-------------
The purchase rate for each Division is the amount of Variable Monthly Annuity
payment purchased by each $1,000 applied to that Division. The purchase rates
which will be applied will be those specified in the Contract or those in use by
MassMutual when the first Variable Monthly Income payment is due, whichever
provides the higher income. The purchase rate will differ according to the
payment option elected. Such rate takes into account the age and year of birth
of the Annuitant or Annuitants. The sex of the Annuitant or Annuitants will
also be considered unless the Contract is issued on a unisex basis, including
cases issued in connection with an employer-sponsored plan covered by the United
States Supreme Court case of Arizona Governing Committee v. Norris.
-------------------------------------
Assumed Investment Rates
------------------------
The Assumed Investment Rate for each Separate Account Division will be 4% per
annum unless a lower rate is required by state law. The Assumed Investment Rate
will affect the amount by which Variable Monthly Income payments will vary from
month to month. If the actual net investment performance for a Division for the
period between the date any Variable Monthly Income payment is determined and
the date the next Variable Monthly Income payment is determined is equivalent on
an annual basis to an investment return at the Assumed Investment Rate, then the
amount of the next payment attributable to that Division will be equal to the
amount of the last payment. If such net investment performance for a Division
is equivalent to an investment return greater than the Assumed Investment rate,
the next payment attributable to that Division will be larger than the last; if
such net investment performance for a Division is equivalent to a return smaller
than the Assumed Investment Rate, then the next payment attributable to that
Division will be smaller than the last.
Annuity Unit Value
------------------
The Annuity Unit Value for a Division depends on the Assumed Investment Rate and
on the Net Investment Factor for that Division. On the inception date of the
Contract, the initial Annuity Unit Value for each Division was set at $1.000000.
An Annuity Unit Value for a Division on any date thereafter is equal to the Net
Investment Factor for the Valuation Period which includes such date divided by
the sum of 1.000000 plus the rate of interest for the number of days in such
Valuation Period at an effective annual rate equal to the Assumed Investment
Rate, and multiplied by the Annuity Unit Value for the Division on the preceding
Valuation Date.
14
<PAGE>
General Formulas
----------------
General Formulas to Determine Accumulation Unit Value and
Annuity Unit Value for any Division of the Separate Account
<TABLE>
<S> <C>
Gross Investment = Net Earnings during Valuation Period
Rate ------------------------------------
Value of Net Assets at beginning of Valuation Period
Net Investment = Gross Investment Rate + 1.000000 -
Factor Asset Charge
Accumulation = Accumulation Unit Value on Preceding
Unit Value Valuation Date X Net Investment Factor
Annuity Unit Value = Annuity Unit Value on Preceding Valuation Date X Net
--------------------
Investment Factor 1.000000 + rate of interest for number
-----------------
of days in current Valuation Period at Assumed Investment
Rate
</TABLE>
Illustration of Computation of Accumulation
-------------------------------------------
and Annuity Unit Value Using Hypothetical Example
-------------------------------------------------
The above computations may be illustrated by the following hypothetical example:
Assume that the net earnings of the Division for the Valuation Period were
$11,760; that the value of net assets at the beginning of the Valuation Period
was $30,000,000; that the Asset Charge was .000038 per day; that the values of
an Accumulation Unit and an Annuity Unit in the Division of the Separate Account
on the preceding Valuation Date were $1.135000 and $1.067000, respectively, that
the corresponding Assumed Investment Rate was 4% and that the Valuation Period
was one day.
The Gross Investment Rate for the Valuation Period would be .000392 ($11,760
divided by $30,000,000). The Net Investment Factor would be 1.000354 (.000392
plus 1.000000 minus .000038). The new Accumulation Unit Value would be $1.1354
($1.135000 x 1.000354). At an effective annual rate of 4%, the rate of interest
for one day is .000107, and the new Annuity Unit Value would be $1.0673
($1.067000 x 1.000354 divided by 1.000107).
15
<PAGE>
General Formulas to Determine Variable Monthly Income
-----------------------------------------------------
Payments and Number of Annuity Units for any Division of the
------------------------------------------------------------
Separate Account
----------------
First Variable = Accumulation Units Applied X Accumulation Unit
Monthly Annuity Value on Payment Calculation Date for First
Payment Variable Monthly Annuity Payment X Purchase Rate
Number of Annuity = First Variable Monthly Annuity Payment
Units ---------------------------------------
Annuity Unit Value on Payment Calculation
Date for First Variable Monthly Income Payment
Amount of Subsequent = Number of Annuity Units X Annuity Unit
Variable Monthly Value on the Applicable Payment
Annuity Payments Calculation Date
Illustration of Computation of Variable Monthly Income
------------------------------------------------------
Payments for a Contract Using Hypothetical Example
--------------------------------------------------
The above computations may be illustrated by the following hypothetical example:
Assume that 35,000 Accumulation Units in a Division of the Separate Account were
to be applied; that the purchase rate for the Assumed Investment Rate and
payment option elected was $5.65 per $1,000; that the Accumulation Unit Value of
such Division on the Payment Calculation Date for the first Variable Monthly
Income payment was $1.350000; and that the Annuity Unit Value of such Division
on the Payment Calculation Date for the first Variable Monthly Income was
$1.200000 and for the second Variable Monthly Income payment was $1.20050.
The first Variable Monthly Income payment would be $266.96 (35,000 X 1.350000 X
.005650). The number of Annuity Units of such Division credited would be
222.467 ($266.96 divided by $1.200000). The amount of the second Variable
Monthly Income payment would be $267.07 (222.467 X $1.200500). If the Contract
has Annuity Units credited in more than one Division of a Separate Account, the
above computation would be made for each Division and the Variable Monthly
Income Payment would be equal to the sum thereof.
PERFORMANCE MEASURES
MassMutual may show the performance for the Divisions of the Separate Account in
the following ways:
16
<PAGE>
Standardized Average Annual Total Return
----------------------------------------
MassMutual will show the "SEC Average Annual Total Return," formulated as
prescribed by the rules of the SEC, for each Division of the Separate Account
except for any Division which has been in existence for less than one year. The
Standardized Average Annual Total Return is the effective annual compounded rate
of return that would have produced the cash redemption value over the stated
period had the performance remained constant throughout. The calculation assumes
a single $1,000 payment made at the beginning of the period and full redemption
at the end of the period. It reflects a deduction for the contingent deferred
sales charge, the annual administrative charge and all other Fund, Separate
Account and Contract level charges except premium taxes, if any. The annual
administrative charge will be apportioned among the Divisions of the Separate
Account based upon the percentages of in force Contracts investing in each of
the Divisions. For any Division which has been in existence for less than one
year, MassMutual will show the aggregate total return from the inception of the
Division within the Separate Account to the end of the period. This aggregate
total return will reflect the change in unit value and a deduction for the
contingent deferred sales charge. The following table shows the Aggregate Total
Return for the Divisions of the Separate Account for the period ending December
31, 1995.
17
<PAGE>
<TABLE>
<CAPTION>
Since
1 Year Availability*
<S> <C> <C>
MML Equity 23.83% 20.44%
MML Money Market (1.36) (0.77)
MML Managed Bond 12.06 11.46
MML Blend 16.13 14.10
Oppenheimer High Income 13.10 8.60
Oppenheimer Capital Appreciation 24.87 21.82
Oppenheimer Global Securities (4.99) (9.83)
Oppenheimer Growth 28.92 23.22
Oppenheimer Strategic Bond 8.06 5.33
Oppenheimer Multiple Strategies 13.98 10.77
Oppenheimer Bond 9.92 7.98
Oppenheimer Money (1.25) (0.67)
Oppenheimer Growth & Income N/A 18.12
</TABLE>
* Since availability of the Divisions within the Contract: November 14, 1994 -
all Divisions except Oppenheimer Growth and Income. July 5, 1995 -
Oppenheimer Growth and Income.
Additional Performance Measures
-------------------------------
The performance figures discussed below may be calculated on the basis of the
historical performance of the Funds, and may assume the Contracts were in
existence prior to their inception date, (which they were not). Beginning the
date the Contracts became available, actual Accumulation Unit values are used
for the calculations. These returns are based on specified premium patterns
which produce the resulting Accumulated Values. They reflect a deduction for the
Separate Account expenses, MML Trust expenses, Oppenheimer Trust expenses, and
the annual Administrative Charge. They do not include contingent deferred sales
charges or premium taxes (if any), which if included would reduce the
percentages reported.
The difference between the first set of additional performance measures,
PERCENTAGE CHANGE and ANNUALIZED RETURNS on Accumulation Unit Values, and the
second set, the NON-STANDARDIZED ANNUAL and AVERAGE ANNUAL TOTAL RETURNS, is
that the second set is based on specified premium patterns and includes the
deduction of the annual Administrative Charge, whereas the first set does not.
ACCUMULATION UNIT VALUES: PERCENTAGE CHANGE AND ANNUALIZED RETURNS. MassMutual
18
<PAGE>
will show the PERCENTAGE CHANGE in the value of an Accumulation Unit for a
Division with respect to one or more periods. The ANNUALIZED RETURN, or average
annual change in Accumulation Unit values, may also be shown with respect to one
or more periods. For one year, the Percentage Change and the Annualized Return
are effective annual rates of return and are equal. For periods greater than
one year, the Annualized Return will be the effective annual compounded rate of
return for the periods stated. Since the value of an Accumulation Unit reflects
the expenses of the Separate Account and Trust (See Table of Fees and Expenses--
pages 5-6 of the Prospectus), the Percentage Change and Annualized Returns also
reflect these expenses. These percentages, however, do not reflect contingent
---
deferred sales charge or premium taxes (if any), which if included would reduce
the percentages that MassMutual reports.
The NON-STANDARDIZED ANNUAL TOTAL RETURN and the NON-STANDARDIZED AVERAGE ANNUAL
TOTAL RETURN reflect a deduction for the Annual Administrative Charge as well as
reflecting deductions for the Separate Account expenses and the expenses of the
Trusts. They are based on specified premium patterns which produce the
resulting Accumulated Values. They do not include Sales Charges or premium
taxes (if any), which would reduce the percentages reported.
The NON-STANDARDIZED ANNUAL TOTAL RETURN for a Division of the Separate Account
is the effective annual rate of return that would have produced the ending
Accumulated Value of the stated one-year period had the division been in
existence.
The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a Division of the Separate
Account is the effective annual compounded rate of return that would have
produced the ending Accumulated Value over the stated period had the performance
remained constant throughout.
Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the NON-
STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same period
due to the effect of the annual Administrative Charge. Additionally, the
magnitude of this difference will depend on the size of the Accumulated Value
from which the annual Administrative Charge is deducted.
The performance figures discussed above reflect historical results of the Funds
and are not intended to indicate or to predict future performance.
19
<PAGE>
YIELD AND EFFECTIVE YIELD
MassMutual may also show yield figures for the Oppenheimer Bond, Oppenheimer
High Income, Oppenheimer Strategic Bond, Oppenheimer Multiple Strategies,
Oppenheimer Growth & Income, MML Managed Bond and MML Blend Divisions,
calculated based upon a 30-day period ended on December 31, 1995. The yields
are determined by dividing the net investment income per Accumulation Unit
earned during the period by the price per Unit on the last day of the period.
MassMutual may also show yield and effective yield figures for the Money Market
and Money Fund Divisions of the Separate Account. "Yield" refers to the income
generated by an investment in either money market Division over a seven-day
period, which is then "annualized." That is, the amount of income generated by
the investment during that week is assumed to be generated each week over a 52-
week period and is shown as a percentage of the investment. The "effective"
yield is calculated similarly but, when annualized, the income earned by an
investment in a money market division is assumed to be re-invested. Therefore
the effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment. These figures will reflect a
deduction for Fund, Separate Account, and certain Contract level charges and the
Annual Administrative Charge assuming such contract remains in force. The
Administrative Charge is based on a hypothetical contract where such charge is
applicable. These figures do not reflect the Sales charge or premium taxes (if
any), which if included would reduce the yields.
20
<PAGE>
The following tables show the 7-day Yield and Effective Yield for the Money
Market Divisions of the Separate Accounts for the periods ended December 31,
1995:
<TABLE>
<CAPTION>
LifeTrust MML LifeTrust Oppenheimer
Money Market Money Market
Division Division
<S> <C> <C>
Yield 3.85% 3.91%
Effective Yield 3.92 3.98
After administrative fee deduction (0.11%)
Yield 3.74% 3.80%
Effective Yield 3.81 3.87
</TABLE>
Performance information for the Separate Account Divisions may be compared to
other variable annuity separate accounts or other investment products surveyed
by Lipper Analytical Services, Inc. a nationally recognized independent
reporting service which ranks mutual funds and other investment companies by
overall performance, investment objectives and assets, or tracked by other
ratings services, companies, publications or persons who rank separate accounts
or other investment products on overall performance or other criteria.
Performance figures will be calculated in accordance with standardized methods
established by each reporting service.
21
<PAGE>
LIFETRUST HYPOTHETICAL PROJECTIONS
<TABLE>
<CAPTION>
MML Equity Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/85 $10,000 $0 $10,000 0.00 0.00
12/31/86 10,000 11,818 11,818 18.18 18.18
12/31/87 10,000 11,732 11,732 -0.72 8.32
12/31/88 10,000 13,469 13,469 14.80 10.44
12/31/89 10,000 16,313 16,313 21.11 13.01
12/31/90 10,000 15,973 15,973 -2.08 9.82
12/31/91 10,000 19,747 19,747 23.63 12.01
12/31/92 10,000 21,483 21,483 8.79 11.54
12/31/93 10,000 23,170 23,170 7.85 11.07
12/31/94 10,000 23,757 23,757 2.53 10.09
12/31/95 10,000 30,706 30,706 29.25 11.87
<CAPTION>
MML Managed Bond Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/85 10,000 $0 $10,000 0.00 0.00
12/31/86 10,000 11,283 11,283 12.83 12.83
12/31/87 10,000 11,385 11,385 0.91 6.70
12/31/88 10,000 11,998 11,998 5.38 6.26
12/31/89 10,000 13,319 13,319 11.01 7.43
12/31/90 10,000 14,203 14,203 6.64 7.27
12/31/91 10,000 16,309 16,309 14.83 8.49
12/31/92 10,000 17,228 17,228 5.63 8.08
12/31/93 10,000 18,965 18,965 10.08 8.33
12/31/94 10,000 17,968 17,968 -5.26 6.73
12/31/95 10,000 21,086 21,086 17.36 7.75
<CAPTION>
MML Blend Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/85 10,000 $0 $10,000 0.00 0.00
12/31/86 10,000 11,642 11,642 16.42 16.42
12/31/87 10,000 11,806 11,806 1.40 8.65
12/31/88 10,000 13,172 13,172 11.57 9.62
12/31/89 10,000 15,552 15,552 18.07 11.67
12/31/90 10,000 15,670 15,670 0.76 9.40
12/31/91 10,000 19,131 19,131 22.09 11.42
12/31/92 10,000 20,601 20,601 7.68 10.88
12/31/93 10,000 22,255 22,255 8.03 10.52
12/31/94 10,000 22,459 22,459 0.92 9.41
12/31/95 10,000 27,284 27,284 21.48 10.56
</TABLE>
<PAGE>
LIFETRUST HYPOTHETICAL PROJECTIONS
Oppenheimer Capital Appreciation Fund
<TABLE>
<CAPTION>
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/86 $10,000 $0 $10,000 0.00 0.00
12/31/87 10,000 11,244 11,244 12.44 12.44
12/31/88 10,000 12,545 12,545 11.57 12.01
12/31/89 10,000 15,751 15,751 25.56 16.35
12/31/90 10,000 12,890 12,890 -18.17 6.55
12/31/91 10,000 19,636 19,636 52.34 14.45
12/31/92 10,000 22,319 22,319 13.66 14.32
12/31/93 10,000 27,992 27,992 25.42 15.84
12/31/94 10,000 25,478 25,478 -8.98 12.40
12/31/95 10,000 33,282 33,282 30.63 14.29
<CAPTION>
Oppenheimer Multiple Strategies Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/87 $10,000 $0 $10,000 0.00 0.00
12/31/88 10,000 12,015 12,015 20.15 20.15
12/31/89 10,000 13,685 13,685 13.90 16.98
12/31/90 10,000 13,208 13,208 -3.49 9.72
12/31/91 10,000 15,270 15,270 15.62 11.16
12/31/92 10,000 16,383 16,383 7.29 10.38
12/31/93 10,000 18,702 18,702 14.15 11.00
12/31/94 10,000 18,053 18,053 -3.47 8.81
12/31/95 10,000 21,582 21,582 19.55 10.09
<CAPTION>
Oppenheimer Global Securities Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/90 $10,000 $0 $10,000 0.00 0.00
12/31/91 10,000 10,165 10,165 1.65 1.65
12/31/92 10,000 9,281 9,281 -8.69 -3.66
12/31/93 10,000 15,558 15,558 67.64 15.87
12/31/94 10,000 14,434 14,434 -7.23 9.61
12/31/95 10,000 14,524 14,524 0.62 7.75
<CAPTION>
Oppenheimer Strategic Bond Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/93 $10,000 $0 $10,000 0.00 0.00
12/31/94 10,000 9,458 9,458 -5.42 -5.42
12/31/95 10,000 10,730 10,730 13.44 3.58
</TABLE>
<PAGE>
LIFETRUST HYPOTHETICAL PROJECTIONS
<TABLE>
<CAPTION>
Oppenheimer Bond Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/85 $10,000 $0 $10,000 0.00 0.00
12/31/86 10,000 10,829 10,829 8.29 8.29
12/31/87 10,000 10,918 10,918 0.82 4.49
12/31/88 10,000 11,702 11,702 7.18 5.38
12/31/89 10,000 13,047 13,047 11.49 6.87
12/31/90 10,000 13,854 13,854 6.19 6.74
12/31/91 10,000 16,040 16,040 15.78 8.19
12/31/92 10,000 16,815 16,815 4.83 7.71
12/31/93 10,000 18,713 18,713 11.29 8.15
12/31/94 10,000 18,065 18,065 -3.46 6.79
12/31/95 10,000 20,819 20,819 15.24 7.61
<CAPTION>
Oppenheimer Growth Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/85 $10,000 $0 $10,000 0.00 0 .00
12/31/86 10,000 11,582 11,582 15.82 15.82
12/31/87 10,000 11,770 11,770 1.62 8.49
12/31/88 10,000 14,140 14,140 20.14 12.24
12/31/89 10,000 17,203 17,203 21.66 14.52
12/31/90 10,000 15,540 15,540 -9.66 9.22
12/31/91 10,000 19,208 19,208 23.60 11.49
12/31/92 10,000 21,663 21,663 12.78 11.68
12/31/93 10,000 22,880 22,880 5.62 10.90
12/31/94 10,000 22,751 22,751 -0.56 9.56
12/31/95 10,000 30,645 30,645 34.70 11.85
<CAPTION>
Oppenheimer High Income Fund
Date of Cumulative Accumulated Value Accumulated Value Annual Average Annual
Payment Premium Payment Before Payment After Payment Total Return Total Return
- ------- --------------- -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
12/31/86 $10,000 $0 $10,000 0.00 0 .00
12/31/87 10,000 10,627 10,627 6.27 6.27
12/31/88 10,000 12,082 12,082 13.69 9.92
12/31/89 10,000 12,461 12,461 3.14 7.61
12/31/90 10,000 12,829 12,829 2.95 6.43
12/31/91 10,000 16,911 16,911 31.82 11.08
12/31/92 10,000 19,634 19,634 16.10 11.90
12/31/93 10,000 24,430 24,430 24.43 13.61
12/31/94 10,000 23,295 23,295 -4.65 11.15
12/31/95 10,000 27,630 27,630 18.61 11.95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIFETRUST
AUV RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage Change
in Accumulation Annualized Accumulation Unit Value (AUV) Total Returns
Unit Value For Periods Ending 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Since
Year-To-Date 1 Year 3 Year 5 Year 10 Year Inception
Funds 12/31/95 12/31/94 - 95 12/31/92 - 95 12/31/90 - 95 12/31/85 - 95 Date Shown
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Opp Glob Sec 0.83% 0.83% 16.33% 8.01% 7.84% 11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Cap 30.75% 30.75% 14.37% 21.04% 13.59% 8/15/86
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Growth 34.83% 34.83% 12.39% 14.70% 12.05%
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Mult Str 19.71% 19.71% 9.79% 10.51% 9.63% 2/2/87
- ------------------------------------------------------------------------------------------------------------------------------------
Opp High Inc 18.74% 18.74% 12.20% 16.74% 11.65% 4/14/86
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Bond 15.41% 15.41% 7.55% 8.67% 7.83%
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Str Bond 13.76% 13.76% 4.17% 5/3/93
- ------------------------------------------------------------------------------------------------------------------------------------
Opp Growth & Inc 24.42% since 7/3/95 55.37% 7/3/95
- ------------------------------------------------------------------------------------------------------------------------------------
MML Blend 21.62% 21.62% 9.96% 11.88% 10.76%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Bond 17.52% 17.52% 7.13% 8.40% 7.97%
- ------------------------------------------------------------------------------------------------------------------------------------
MML Equity 29.38% 29.38% 12.78% 14.11% 12.07%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
These performance numbers using Accumulation Unit Values are calculated on the
basis of the historical performance of the Funds. Prior to November 14, 1994,
the Accumulation Unit Values used are hypothetical unit values based on the
historical performance of the Funds and the current applicable contract
expenses. Beginning November 14, 1994, actual Accumulation Unit Values are used
for the calculations. The Growth & Income Division was added to LifeTrust on
July 3, 1995.
<PAGE>
Report Of Independent Accountants
To the Contract Owners of Massachusetts Mutual Variable Annuity Separate Account
3 and the Board of Directors of Massachusetts Mutual Life Insurance Company
We have audited the accompanying statement of assets and liabilities of the
Massachusetts Mutual Variable Annuity Separate Account 3 (comprising,
respectively, MML Equity Division, MML Money Market Division, MML Managed Bond
Division, MML Blend Division, Oppenheimer Money Division, Oppenheimer High
Income Division, Oppenheimer Bond Division, Oppenheimer Capital Appreciation
Division, Oppenheimer Growth Division, Oppenheimer Multiple Strategies Division,
Oppenheimer Global Securities Division, Oppenheimer Strategic Bond Division and
Oppenheimer Growth & Income Division--the "Divisions") as of December 31,
1995, and the related statements of operations and changes in net assets for the
periods indicated thereon. These financial statements are the responsibility of
the Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
verification of investments owned as of December 31, 1995, by examination of the
records of MML Series Investment Fund and by confirmation with Oppenheimer
Variable Account Funds. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
Divisions constituting Massachusetts Mutual Variable Annuity Separate Account 3
as of December 31, 1995, the results of their operations and the changes in
their net assets for the periods indicated thereon, in conformity with generally
accepted accounting principles.
Also, in our opinion, based upon these audits and our previous audit, made in
accordance with generally accepted auditing standards, of the financial
statements of Massachusetts Mutual Variable Annuity Separate Account 3 for each
respective period, indicated thereon, and upon which we expressed an unqualified
opinion, the financial information under the caption "Condensed Financial
Information" for each date appearing in the Prospectus, is fairly stated in all
material respects in relation to the financial statements from which it has been
derived.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 9, 1996
1
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 3
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer Oppenheimer
MML Money Managed MML Oppenheimer High Oppenheimer Capital
Equity Market Bond Blend Money Income Bond Appreciation
Division Division Division Division Division Division Division Division
-------- ---------- -------- -------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Number of shares (Note 2)......... 26,000 1,749,171 46,414 30,191 2,126,497 229,372 62,758 75,274
-------- ---------- -------- -------- ---------- ----------- ----------- ------------
Identified cost (Note 3B).........$647,060 $1,749,171 $561,954 $609,252 $2,126,497 $2,423,922 $730,145 $2,352,709
======== ========== ======== ======== ========== =========== =========== ============
Value (Note 3A)...................$674,018 $1,749,171 $577,772 $619,483 $2,126,497 $2,438,229 $743,054 $2,575,115
Dividends receivable................ 25,572 7,384 8,943 18,335 5,233 -- -- --
Receivable from
Massachusetts Mutual
Life Insurance Company............ -- 16,408 -- -- 439,790 8,834 -- 10,316
-------- ---------- -------- -------- ---------- ----------- ----------- ------------
Total assets..................... 699,590 1,772,963 586,715 637,818 2,571,520 2,447,063 743,054 2,585,431
LIABILITIES
Payable to Massachusetts
Mutual Life Insurance
Company........................... 58 -- 60 73 -- -- 70 --
-------- ---------- -------- -------- ---------- ----------- ----------- ------------
NET ASSETS..........................$699,532 $1,772,963 $586,655 $637,745 $2,571,520 $2,447,063 $742,984 $2,585,431
======== ========== ======== ======== ========== =========== =========== ============
Net Assets consists of:
Accumulation units - value..........$699,532 $1,772,963 $586,655 $637,745 $2,571,520 $2,447,063 $742,984 $2,585,431
======== ========== ======== ======== ========== =========== =========== ============
Contractowners accumulation
units (Note 7)
Number of units:................ 542,624 1,694,677 495,106 524,702 2,455,934 2,120,456 648,667 1,975,551
======== ========== ======== ======== ========== =========== =========== ============
NET ASSET VALUE PER
ACCUMULATION UNIT
December 31, 1995.................$ 1.29 $ 1.05 $ 1.18 $ 1.22 $ 1.05 $ 1.15 $ 1.15 $ 1.31
December 31, 1994................. 1.00 1.00 1.01 1.00 1.00 .97 .99 1.00
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer
Oppenheimer Multiple Global Strategic Oppenheimer
Growth Strategies Securities Bond Growth & Income
Division Division Division Division Division
---------- ----------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments
Number of shares (Note 2)................... 154,848 315,099 166,100 1,000,387 165,824
---------- ----------- ------------ ------------ ---------------
Identified cost (Note 3B)................... $3,427,050 $4,514,701 $2,537,731 $4,830,381 $1,826,399
========== =========== ============ ============ ===============
Value (Note 3A)............................. $3,646,668 $4,584,689 $2,491,493 $4,911,901 $2,074,464
Dividends receivable.......................... -- -- -- -- --
Receivable from
Massachusetts Mutual
Life Insurance Company...................... 23,879 29,842 5,823 -- 18,026
---------- ----------- ------------ ------------ ---------------
Total assets............................... 3,670,547 4,614,531 2,497,316 4,911,901 2,092,490
LIABILITIES
Payable to Massachusetts
Mutual Life Insurance
Company..................................... -- -- -- 474 --
---------- ----------- ------------ ------------ ---------------
NET ASSETS.................................... $3,670,547 $4,614,531 $2,497,316 $4,911,427 $2,092,490
========== =========== ============ ============ ===============
Net Assets consists of:
Accumulation units - value.................... $3,670,547 $4,614,531 $2,497,316 $4,911,427 $2,092,490
========== =========== ============ ============ ===============
Contractowners accumulation
units (Note 7)
Number of units:.......................... 2,770,419 3,911,239 2,634,152 4,395,241 1,681,775
========== =========== ============ ============ ===============
NET ASSET VALUE PER
ACCUMULATION UNIT
December 31, 1995........................... $ 1.32 $ 1.18 $ .95 $ 1.12 $1.24
December 31, 1994........................... .98 .99 .94 .98 --
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 3
STATEMENT OF OPERATIONS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer
MML Money Managed MML Oppenheimer High
Equity Market Bond Blend Money Income
Division Division Division Division Division Division
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B).................. $25,572 $22,637 $18,636 $24,465 $88,726 $118,124
Expenses
Mortality and expense risk fee
and administrative expenses
(Note 4)............................ 3,338 5,982 3,187 3,143 22,640 11,950
-------- -------- -------- -------- -------- --------
Net investment income (loss)
(Note 3C)........................... 22,234 16,655 15,449 21,322 66,086 106,174
-------- -------- -------- -------- -------- --------
Net realized and unrealized
gain (loss) on investments
Net realized gain on
investments
(Notes 3B, 3C and 6)................ 5,755 -- 608 8,025 -- 2,457
Change in net unrealized
appreciation/depreciation of
investments......................... 27,162 -- 15,857 10,381 -- 14,550
-------- -------- -------- -------- -------- --------
Net gain (loss) on
investments......................... 32,917 -- 16,465 18,406 -- 17,007
-------- -------- -------- -------- -------- --------
Net increase (decrease)
in net assets resulting
from operations..................... $55,151 $16,655 $31,914 $39,728 $66,086 $123,181
======== ======== ======== ======== ======== ========
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer
Oppenheimer Capital Oppenheimer Multiple Global Strategic Oppenheimer
Bond Appreciation Growth Strategies Securities Bond Growth & Income
Division Division Division Division Division Division Division
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)........... $19,132 $ 335 $ 787 $ 75,425 $ 1,551 $162,795 $ 2,392
Expenses
Mortality and expense risk fee
and administrative expenses
(Note 4)..................... 3,199 12,268 17,008 20,844 13,698 25,134 5,722
-------- -------- -------- -------- -------- -------- --------
Net investment income (loss)
(Note 3C).................... 15,933 (11,933) (16,221) 54,581 (12,147) 137,661 (3,330)
-------- -------- -------- -------- -------- -------- --------
Net realized and unrealized
gain (loss) on investments
Net realized gain on
investments
(Notes 3B, 3C and 6)......... 891 54,553 49,866 25,446 22,914 11,287 9,555
Change in net unrealized
appreciation/depreciation of
investments.................. 13,035 222,389 219,700 70,124 (45,921) 81,708 248,065
-------- -------- -------- -------- -------- -------- --------
Net gain (loss) on
investments.................. 13,926 276,942 269,566 95,570 (23,007) 92,995 257,620
-------- -------- -------- -------- -------- -------- --------
Net increase (decrease)
in net assets resulting
from operations.............. $29,859 $265,009 $253,345 $150,151 $(35,154) $230,656 $254,290
======== ======== ======== ======== ======== ======== ========
</TABLE>
*For the Period July 3, 1995 (Date of Commencement of Operations) through
December 31, 1995
See Notes to Financial Statements.
4
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 3
STATEMENT OF CHANGES IN NET ASSETS
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
MML MML Oppenheimer
MML Money Managed MML Oppenheimer High
Equity Market Bond Blend Money Income
Division Division Division Division Division Division
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income
(loss)..................... $ 22,234 $ 16,655 $ 15,449 $ 21,322 $ 66,086 $ 106,174
Net realized gain
on investments............. 5,755 -- 608 8,025 -- 2,457
Change in net unrealized
appreciation/depreciation
of investments............. 27,162 -- 15,857 10,381 -- 14,550
-------- ---------- -------- -------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations................. 55,151 16,655 31,914 39,728 66,086 123,181
-------- ---------- -------- -------- ----------- -----------
Capital transactions: (Note 7)
Net contract payments
(Note 5)................... 630,304 2,145,397 218,912 305,175 3,818,145 2,313,073
Transfer from Massachusetts
Mutual Life Insurance
Company.................... -- -- -- -- -- --
Withdrawal of funds......... (665) (410) -- (4,473) (61,450) (5,171)
Reimbursement (payment) of
accumulation unit value
fluctuation................ 1,318 129 330 (82) 115 688
Withdrawal due to administrative
and contingent deferred sales
charges (Note 5)........... (2) -- -- -- -- --
Divisional transfers........ 8,315 (393,956) 330,333 292,273 (1,256,498) 10,336
-------- ---------- -------- -------- ----------- -----------
Net increase in net assets
resulting from capital
transactions............... 639,270 1,751,160 549,575 592,893 2,500,312 2,318,926
-------- ---------- -------- -------- ----------- -----------
Total increase............... 694,421 1,767,815 581,489 632,621 2,566,398 2,442,107
NET ASSETS, at beginning
of the year/period.......... 5,111 5,148 5,166 5,124 5,122 4,956
-------- ---------- -------- -------- ----------- -----------
NET ASSETS, at end
of the year................. $699,532 $1,772,963 $586,655 $637,745 $ 2,571,520 $ 2,447,063
======== ========== ======== ======== =========== ===========
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer
Oppenheimer Capital Oppenheimer Multiple Global Strategic *Oppenheimer
Bond Appreciation Growth Strategies Securities Bond Growth & Income
Division Division Division Division Division Division Division
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income
(loss)........................ $ 15,933 $ (11,933) $ (16,221) $ 54,581 $ (12,147) $ 137,661 $ (3,330)
Net realized gain
on investments................ 891 54,553 49,866 25,446 22,914 11,287 9,555
Change in net unrealized
appreciation/depreciation
of investments................ 13,035 222,389 219,700 70,124 (45,921) 81,708 248,065
-------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
assets resulting from
operations.................... 29,859 265,009 253,345 150,151 (35,154) 230,656 254,290
-------- ---------- ---------- ---------- ---------- ---------- ----------
Capital transactions: (Note 7)
Net contract payments
(Note 5)...................... 646,806 2,053,494 3,430,028 4,178,837 2,449,565 4,679,812 1,591,201
Transfer from Massachusetts
Mutual Life Insurance
Company....................... -- -- -- -- -- -- 5,000
Withdrawal of funds............ (2,500) (2,859) (3,267) (3,954) (4,634) (85,153) (2,850)
Reimbursement (payment) of
accumulation unit value
fluctuation................... (16) (3,814) 605 (3,308) (3,105) 1,533 5,385
Withdrawal due to administrative
and contingent deferred sales
charges (Note 5).............. -- (10) (9) (40) (50) -- (8)
Divisional transfers........... 63,776 268,505 (15,564) 287,819 85,521 79,668 239,472
-------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase in net assets
resulting from capital
transactions.................. 708,066 2,315,316 3,411,793 4,459,354 2,527,297 4,675,860 1,838,200
-------- ---------- ---------- ---------- ---------- ---------- ----------
Total increase.................. 737,925 2,580,325 3,665,138 4,609,505 2,492,143 4,906,516 2,092,490
NET ASSETS, at beginning
of the year/period............. 5,059 5,106 5,409 5,026 5,173 4,911 --
-------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS, at end
of the year.................... $742,984 $2,585,431 $3,670,547 $4,614,531 $2,497,316 $4,911,427 $2,092,490
======== ========== ========== ========== ========== ========== ==========
</TABLE>
*For the Period July 3, 1995 (Date of Commencement of Operations) through
December 31, 1995
See Notes to Financial Statements.
5
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 3
STATEMENT OF CHANGES IN NET ASSETS
For The Period November 14, 1994 (Date Of Commencement Of Operations) Through
December 31, 1994
<TABLE>
<CAPTION>
MML MML Oppenheimer
MML Money Managed MML Oppenheimer High
Equity Market Bond Blend Money Income
Division Division Division Division Division Division
-------- -------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income
(loss)..................... $ 190 $ 23 $ 80 $ 149 $ 24 $ 100
Net realized loss on
investments................ (11) -- -- -- -- --
Change in net unrealized
appreciation/
depreciation of
investments............... (203) -- (39) (150) -- (242)
-------- -------- -------- -------- ----------- -----------
Net increase (decrease) in
net assets
resulting from operations... (24) 23 41 (1) 24 (142)
-------- -------- -------- -------- ----------- -----------
Capital transactions:
(Note 7)
Net contract payments
(Note 5)................... 500 -- -- -- -- --
Transfer from
Massachusetts Mutual
Life Insurance Company...... 5,000 5,000 5,000 5,000 5,000 5,000
Divisional transfers......... (365) 125 125 125 98 98
-------- -------- -------- -------- ----------- -----------
Net increase in net assets
resulting from capital
transactions............... 5,135 5,125 5,125 5,125 5,098 5,098
-------- -------- -------- -------- ----------- -----------
Total increase............... 5,111 5,148 5,166 5,124 5,122 4,956
NET ASSETS, at beginning
of the period............... -- -- -- -- -- --
-------- -------- -------- -------- ----------- -----------
NET ASSETS, at end
of the year................. $5,111 $5,148 $5,166 $5,124 $5,122 $4,956
-------- -------- -------- -------- ----------- -----------
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer
Oppenheimer Capital Oppenheimer Multiple Global Strategic
Bond Appreciation Growth Strategies Securities Bond
Division Division Division Division Division Division
----------- ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income
(loss)........................ $ 88 $ (9) $ (10) $ 64 $ (10) $ 101
Net realized loss on
investments................... -- -- -- -- -- (2)
Change in net unrealized
appreciation/
depreciation of
investments.................. (127) 17 (81) (136) (317) (188)
----------- ------------ ----------- ---------- ----------- -----------
Net increase (decrease) in
net assets
resulting from operations...... (39) 8 (91) (72) (327) (89)
----------- ------------ ----------- ---------- ----------- -----------
Capital transactions:
(Note 7)
Net contract payments
(Note 5)...................... -- -- 500 -- 500 500
Transfer from
Massachusetts Mutual
Life Insurance Company......... 5,000 5,000 5,000 5,000 5,000 5,000
Divisional transfers............ 98 98 -- 98 -- (500)
----------- ------------ ----------- ---------- ----------- -----------
Net increase in net assets
resulting from capital
transactions.................. 5,098 5,098 5,500 5,098 5,500 5,000
----------- ------------ ----------- ---------- ----------- -----------
Total increase.................. 5,059 5,106 5,409 5,026 5,173 4,911
NET ASSETS, at beginning
of the period.................. -- -- -- -- -- --
----------- ------------ ----------- ---------- ----------- -----------
NET ASSETS, at end
of the year.................... $5,059 $5,106 $5,409 $5,026 $5,173 $4,911
----------- ------------ ----------- ---------- ----------- -----------
</TABLE>
See Notes to Financial Statements.
6
<PAGE>
Massachusetts Mutual Variable Annuity Separate Account 3
Notes To Financial Statements
1. HISTORY
Massachusetts Mutual Variable Annuity Separate Account 3 ("Separate Account
3") is a separate investment account established on January 12, 1994 by
Massachusetts Mutual Life Insurance Company ("MassMutual"). Separate Account
3 operates as a registered unit investment trust pursuant to the Investment
Company Act of 1940 and the rules promulgated thereunder.
On November 15, 1994, MassMutual paid $60,000 to provide the initial capital
for Separate Account 3's twelve divisions: 14,099 shares were purchased in
the two management investment companies described in Note 2.
On July 5, 1995, MassMutual paid $5,000 to establish Separate Account 3's
thirteenth division: 500 shares were purchased in the Growth & Income
Division of the Oppenheimer Variable Account Fund described in Note 2.
2. INVESTMENT OF THE SEPARATE ACCOUNT 3 ASSETS
Separate Account 3 maintains thirteen divisions. Each division invests in
corresponding shares of either MML Series Investment Trust ("MML Trust") or
Oppenheimer Variable Account Funds ("Oppenheimer Trust").
MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund are the four series of shares of the MML Trust. The MML Trust is a no-
load, registered, open-end, diversified management investment company for
which MassMutual acts as investment manager. Concert Capital Management,
Inc. ("Concert Capital"), a wholly-owned subsidiary of DLB Acquisition
Corporation which is a controlled subsidiary of MassMutual, serves as
investment sub-advisor to the MML Equity Fund and the Equity Sector of the
MML Blend Fund.
Oppenheimer Money Fund, Oppenheimer High Income Fund, Oppenheimer Bond Fund,
Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund, Oppenheimer
Multiple Strategies Fund, Oppenheimer Global Securities Fund, Oppenheimer
Strategic Bond Fund and Oppenheimer Growth & Income Fund (the "Oppenheimer
Funds") are the nine separate funds of the Oppenheimer Trust. The
Oppenheimer Trust is a registered, open-end, diversified management
investment company, for which Oppenheimer Management Corporation ("OMC")
acts as investment advisor (effective January 5, 1996, the name of OMC was
changed to OppenheimerFunds, Inc.).
In addition to the thirteen divisions of Separate Account 3, a
contractowner, in certain states, may also allocate funds to the Fixed
Account. Proceeds from the Fixed Account will be deposited in a non-unitized
segment of MassMutual's general account organized as a separate account for
accounting purposes. The interests in the Fixed Account are registered under
the Securities Act of 1933.
3. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by Separate Account 3 in preparation of the financial
statements in conformity with generally accepted accounting principles.
A. Investment Valuation
The investments in MML Trust and the Oppenheimer Trust are each stated at
market value which is the net asset value of each of the respective
underlying funds.
B. Accounting For Investments
Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the ex-dividend
date.
C. Federal Income Taxes
Operations of Separate Account 3 form a part of the total operations of
MassMutual, and Separate Account 3 is not taxed separately. MassMutual is
taxed as a life insurance company under the provisions of the 1986 Internal
Revenue Code, as amended. Separate Account 3 will not be taxed as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code. Under existing federal law, no taxes are payable on investment income
and realized capital gains attributable to Contracts which depend on
Separate Account 3's investment performance. Accordingly, no provision for
federal income tax has been made. MassMutual may, however, make such a
charge in the future if an unanticipated change of current law results in a
company tax liability attributable to Separate Account 3.
7
<PAGE>
Notes To Financial Statements (Continued)
D. Annuity Reserves
Since all contracts are in the accumulation phase, Separate Account 3 has
not recorded any annuity reserves at December 31, 1995.
E. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
4. CHARGES
An asset charge is computed against the net asset value of Separate Account
3's assets ("Net Asset Value"). The asset charge is equivalent on an
annual basis to 1.40% of the Net Asset Value. The mortality and expense risk
part of the charge is made daily at an annual rate which is currently equal
to l.15%, and will not exceed 1.25% of the Net Asset Value. The
administrative expense part of the asset charge is made daily at an annual
rate of 0.l5%. The third component of the asset charge is a charge of 0.10%
of Net Asset Value assessed to reimburse MassMutual for the cost of
providing the enhanced death benefit under the Contract. MassMutual also
charges for administrative costs and may impose a contingent deferred sales
charge and a premium tax charge upon redemption, maturity or annuitization.
5. CHARGES/DEDUCTIONS FOR ADMINISTRATIVE CHARGES, CONTINGENT DEFERRED SALES
CHARGES AND PREMIUM TAXES
<TABLE>
<CAPTION>
Administrative
Charges and
For the Year Ended December 31, 1995 and Net Contingent
*For the Period July 3, 1995 (Date of Commencement Contract Deferred
of Operations) through December 31, 1995 Payments Sales Charges
-------------------------------------------------- ---------- --------------
<S> <C> <C>
MML Equity Division......................................................... $ 630,304 $ 2
MML Money Market Division................................................... 2,145,397 --
MML Managed Bond Division................................................... 218,912 --
MML Blend Division.......................................................... 305,175 --
Oppenheimer Money Division.................................................. 3,818,145 --
Oppenheimer High Income Division............................................ 2,313,073 --
Oppenheimer Bond Division................................................... 646,806 --
Oppenheimer Capital Appreciation Division................................... 2,053,494 10
Oppenheimer Growth Division................................................. 3,430,028 9
Oppenheimer Multiple Strategies Division.................................... 4,178,837 40
Oppenheimer Global Securities Division...................................... 2,449,565 50
Oppenheimer Strategic Bond Division......................................... 4,679,812 --
*Oppenheimer Growth & Income Division....................................... 1,591,201 8
</TABLE>
<TABLE>
<CAPTION>
6. PURCHASES AND SALES OF INVESTMENTS
For the Year Ended December 31, 1995 and
*For the Period July 3, 1995 (Date of Commencement Cost of Proceeds
of Operations) through December 31, 1995 Purchases from Sales
-------------------------------------------------- --------- ----------
<S> <C> <C>
MML Equity Fund............................................................. $ 692,037 $ 55,856
MML Money Market Fund....................................................... 2,348,377 604,341
MML Managed Bond Fund....................................................... 564,877 8,656
MML Blend Fund.............................................................. 698,210 102,108
Oppenheimer Money Fund...................................................... 3,864,050 1,742,673
Oppenheimer High Income Fund................................................ 2,547,044 130,786
Oppenheimer Bond Fund....................................................... 755,894 31,835
Oppenheimer Capital Appreciation Fund....................................... 2,599,800 306,742
Oppenheimer Growth Fund..................................................... 3,753,096 381,412
Oppenheimer Multiple Strategies Fund........................................ 4,975,713 491,629
Oppenheimer Global Securities Fund.......................................... 3,161,440 652,123
Oppenheimer Strategic Bond Fund............................................. 5,341,627 527,642
*Oppenheimer Growth & Income Fund........................................... 1,923,707 106,862
</TABLE>
8
<PAGE>
Notes To Financial Statements (Continued)
<TABLE>
<CAPTION>
7. NET INCREASE IN ACCUMULATION UNITS
For the Year Ended December 31, 1995 MML MML Oppenheimer
and *For the Period July 3, 1995 MML Money Managed MML Oppenheimer High Oppenheimer
(Date of Commencement of Operations) Equity Market Bond Blend Money Income Bond
Through December 31, 1995 Division Division Division Division Division Division Division
- ------------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units transferred from
MassMutual for
initial capital............... -- -- -- -- -- -- --
Units purchased................ 531,137 2,069,098 195,120 266,091 3,733,194 2,110,662 587,913
Units withdrawn and
transferred to Guaranteed
Principal Account............. (552) (399) -- (3,737) (59,428) (4,687) (2,258)
Units transferred
between divisions............. 6,910 (379,146) 294,862 257,221 (1,222,930) 9,382 57,915
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net Increase................... 537,495 1,689,553 489,982 519,575 2,450,836 2,115,357 643,570
Units, at beginning of the
year/period................... 5,129 5,124 5,124 5,127 5,098 5,099 5,097
------------ ------------ ------------ ------------ ------------ ------------ ------------
Units, at end of the year...... 542,624 1,694,677 495,106 524,702 2,455,934 2,120,456 648,667
============ ============ ============ ============ ============ ============ ============
<CAPTION>
For the Period November 14, 1994 MML MML Oppenheimer
(Date of Commencement MML Money Managed MML Oppenheimer High Oppenheimer
of Operations) Through Equity Market Bond Blend Money Income Bond
December 31, 1994 Division Division Division Division Division Division Division
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units transferred from
MassMutual for
initial capital............... 5,000 5,000 5,000 5,000 5,000 5,000 5,000
Units purchased................ 501 -- -- -- -- -- --
Units transferred
between divisions............. (372) 124 124 127 98 99 97
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net increase................... 5,129 5,124 5,124 5,127 5,098 5,099 5,097
Units, at beginning
of the period................. -- -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------
Units, at end of the year...... 5,129 5,124 5,124 5,127 5,098 5,099 5,097
============ ============ ============ ============ ============ ============ ============
<CAPTION>
For the Year Ended December 31, 1995 Oppenheimer Oppenheimer Oppenheimer Oppenheimer
and *For the Period July 3, 1995 Capital Oppenheimer Multiple Global Strategic *Oppenheimer
(Date of Commencement of Operations) Appreciation Growth Strategies Securities Bond Growth & Income
Through December 31, 1995 Division Division Division Division Division Division
- --------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Units transferred from
MassMutual for
initial capital............... -- -- -- -- -- 5,000
Units purchased................ 1,738,329 2,774,690 3,654,332 2,543,717 4,395,634 1,460,313
Units withdrawn and
transferred to Guaranteed
Principal Account............. (2,321) (2,540) (3,464) (4,897) (80,091) (2,541)
Units transferred
between divisions.............. 234,442 (7,236) 255,271 89,830 74,698 219,003
------------ ------------ ------------ ------------ ------------ ------------
Net Increase................... 1,970,450 2,764,914 3,906,139 2,628,650 4,390,241 1,681,775
Units, at beginning of the
year/period.................... 5,101 5,505 5,100 5,502 5,000 --
------------ ------------ ------------ ------------ ------------ ------------
Units, at end of the year...... 1,975,551 2,770,419 3,911,239 2,634,152 4,395,241 1,681,775
============ ============ ============ ============ ============ ============
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer
For the Period November 14, 1994 Capital Oppenheimer Multiple Global Strategic
(Date of Commencement of Operations) Appreciation Growth Strategies Securities Bond
Through December 31, 1994 Division Division Division Division Division
- ------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Units transferred from
MassMutual for
initial capital............... 5,000 5,000 5,000 5,000 5,000
Units purchased................ -- 505 -- 502 501
Units transferred
between divisions............. 101 -- 100 -- (501)
------------ ------------ ------------ ------------ ------------
Net increase................... 5,101 5,505 5,100 5,502 5,000
Units, at beginning
of the period................. -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Units, at end of the year...... 5,101 5,505 5,100 5,502 5,000
============ ============ ============ ============ ============
</TABLE>
8. DISTRIBUTION AGREEMENT
MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidary of MassMutual,
acts as the principal underwriter of the Contracts. MMLISI is registered as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. The Contracts are sold by
registered representatives of MMLISI who are also insurance agents of MassMutual
under state insurance law.
Additionally, contracts are offered by independent broker-dealers through the
distribution network of Oppenheimer Funds Distributor, Inc. ("OFDI"), a
subsidiary of OMC. OFDI and MMLISI have entered into an agreement pursuant to
which OFDI has agreed to promote sales of the product through wholesale
distribution arrangements with such broker-dealers.
Offered through MML, Investors Services, Inc., Springfield, Massachusetts
and Oppenheimer Funds Distributors, Inc., Denver, Colorado.
9
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
---------------
AUDIT OF SUPPLEMENTAL FINANCIAL STATEMENTS
for the years ended December 31, 1995, 1994 and 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company
We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The supplemental financial statements give retroactive effect to the merger
of Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.
1
<PAGE>
In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.
As discussed in Note 10 to the financial statements, Massachusetts Mutual
Life Insurance Company entered into a definitive agreement for the sale of a
wholly-owned insurance subsidiary.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 1, 1996
2
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1995 1994
-------- --------
(In Millions)
<S> <C> <C>
Assets:
Bonds $23,625.1 $23,298.2
Stocks 416.1 246.1
Mortgage loans 3,872.4 4,066.2
Real Estate:
Investments 1,502.8 1,673.7
Other 107.1 108.8
Other investments 1,489.9 1,218.4
Policy loans 4,518.4 4,259.8
Cash and short-term investments 2,342.8 2,255.5
Investment and insurance amounts receivable 1,059.3 1,069.7
Separate account assets 11,309.5 8,530.5
Other assets 174.6 153.3
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION, Continued
<TABLE>
<CAPTION>
December 31,
1995 1994
-------- --------
(In Millions)
<S> <C> <C>
Liabilities:
Policyholders' reserves and funds $32,893.1 $32,295.1
Policyholders' dividends 832.6 837.5
Policy claims and other benefits 395.5 415.9
Federal income taxes 338.5 229.9
Asset valuation reserve 566.8 470.5
Investment reserves 109.9 130.8
Separate account reserves and liabilities 11,309.6 8,529.5
Amounts due on investments purchased and
other liabilities 1,371.1 1,401.9
--------- ---------
47,817.1 44,311.1
Policyholders' contingency reserves 2,600.9 2,569.1
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
4
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Income:
Premium income $5,727.7 $6,177.2 $6,408.3
Net investment and other income 2,898.4 2,803.1 2,885.7
-------- -------- --------
8,626.1 8,980.3 9,294.0
-------- -------- --------
Benefits and expenses:
Policy benefits and payments 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds 1,205.4 1,263.2 1,291.1
Commissions and operating expenses 833.7 959.3 953.5
State taxes, licenses and fees 89.4 105.6 114.9
Merger restructuring costs 44.0 0.0 0.0
-------- -------- --------
7,324.7 7,777.7 8,012.4
-------- -------- --------
Net gain before federal income taxes and dividends 1,301.4 1,202.6 1,281.6
Federal income taxes 206.2 139.7 211.8
-------- -------- --------
Net gain from operations before dividends 1,095.2 1,062.9 1,069.8
Dividends to policyholders 819.0 824.7 817.5
-------- -------- --------
Net gain from operations 276.2 238.2 252.3
Net realized capital loss (85.8) (164.3) (96.0)
-------- -------- --------
Net income $ 190.4 $ 73.9 $ 156.3
======== ======== ========
</TABLE>
See notes to supplemental financial statements.
5
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning
of year $2,569.1 $2,470.2 $2,131.2
-------- -------- --------
Increases (decreases) due to:
Net income 190.4 73.9 156.3
Net unrealized capital gain 88.7 29.5 67.9
Merger restructuring costs, net of tax (45.4) 0.0 0.0
Surplus notes 0.0 100.0 250.0
Change in asset valuation and investment reserves (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves (108.2) (51.1) 0.0
Change in non-admitted assets and other (18.1) (59.7) (1.9)
-------- -------- --------
Policyholders' contingency reserves, end of year $2,600.9 $2,569.1 $2,470.2
======== ======== ========
</TABLE>
See notes to supplemental financial statements.
6
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 575.8 546.9 389.6
Net realized capital loss 85.8 164.3 96.0
Other changes (25.2) 124.2 131.1
--------- --------- ---------
Net cash provided by operating activities 826.8 909.3 773.0
--------- --------- ---------
Investing activities:
Loans and purchases of investments 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts
from repayment of loans 9,671.1 7,468.7 7,607.3
--------- --------- ---------
Net cash used in investing activities 693.1 882.9 1,107.8
--------- --------- ---------
Financing activities:
Issuance of surplus notes 0.0 100.0 250.0
Repayment of notes payable and other borrowings (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other borrowings 0.0 0.0 120.3
--------- --------- ---------
Net cash provided by (used in) financing activities (46.4) (25.0) 270.3
--------- --------- ---------
Increase (decrease) in cash and short-term investments 87.3 1.4 (64.5)
Cash and short-term investments, beginning of year 2,255.5 2,254.1 2,318.6
--------- --------- ---------
Cash and short-term investments, end of year $2,342.8 $2,255.5 $2,254.1
========= ========= =========
</TABLE>
See notes to supplemental financial statements.
7
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") were merged into the Company. For the purposes of
this presentation, these supplemental financial statements give retroactive
effect as if the merger had occurred on January 1, 1993 in conformity with the
practices of the National Association of Insurance Commissioners and the
accounting practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut. This merger was accounted for under the pooling of interests method
of accounting. The financial information is not necessarily indicative of the
results that would have been recorded had the merger actually occurred on
January 1, 1993, nor is it indicative of future results. After the merger,
future sales of new products will be predominantly those developed by
Massachusetts Mutual. Additionally, as part of the merger plan, employee
positions have been or will be eliminated over a three-year period,
predominantly through voluntary terminations. In 1995, charges for employee
separation and transaction expenses directly attributable to the merger were $44
million for Massachusetts Mutual (the Company prior to the merger) and $45
million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. Summary of Accounting Practices
The accompanying supplemental financial statements, except as to form, have
been prepared in conformity with the practices of the National Association
of Insurance Commissioners and the accounting practices prescribed or
permitted by the Division of Insurance of the
8
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Commonwealth of Massachusetts and the Department of Insurance of the State
of Connecticut, which are currently considered generally accepted accounting
principles for mutual life insurance companies and their life insurance
subsidiaries.
The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards No. 120,
Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts. The
American Institute of Certified Public Accountants, which also has no role
in establishing regulatory accounting practices, issued Statement of
Position 95-1, Accounting for Certain Insurance Activities of Mutual Life
Insurance Enterprises. These pronouncements will require mutual life
insurance companies to modify their financial statements in order to
continue to be in accordance with generally accepted accounting principles,
effective for financial statements issued for 1996 and prior periods
presented. The manner in which policy reserves, new business acquisition
costs, asset valuations and related tax effects are recorded will change.
Management has not determined the impact of such changes on the Company's
Statement of Income, but believes implementation of these pronouncements
will cause policyholders' contingency reserves to increase.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as well as disclosures of contingent assets and liabilities, at
the date of the financial statements. Management must also make estimates
and assumptions that affect the amounts of revenues and expenses during the
reporting period. Future events, including changes in the levels of
mortality, morbidity, interest rates and asset valuations, could cause
actual results to differ from the estimates used in the financial
statements.
The following is a description of the Company's current principal accounting
policies and practices.
a. Investments
Bonds and stocks are valued in accordance with rules established by the
National Association of Insurance Commissioners. Generally, bonds are
valued at amortized cost, preferred stocks in good standing at cost, and
common stocks, except for unconsolidated subsidiaries, at fair value
based upon quoted market value.
As promulgated by the National Association of Insurance Commissioners,
Massachusetts Mutual adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities
were obtained from a prepayment model, which factors in mortgage type,
seasoning, coupon, current interest rate and the economic environment.
The effect of this change, $44.5 million, was recorded as of December
31, 1994 as an increase to policyholders' contingency reserves on the
Statement of Financial Position and had no material effect on 1995 net
income. Through December 31, 1994, MassMutual amortized premium and
discount on bonds
9
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
into investment income over the stated lives of the securities.
Connecticut Mutual used the retrospective method of amortization.
Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and
mortgage encumbrances. Encumbrances totaled $2.9 million in 1995 and
$16.1 million in 1994. Depreciation on investment real estate is
calculated using the straight-line and constant yield methods.
Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy. Short-term
investments are stated at amortized cost, which approximates fair value.
Investments in unconsolidated subsidiaries, joint ventures and other
forms of partnerships are included in other investments on the Statement
of Financial Position and are accounted for using the equity method.
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut
Mutual, sold its 100 percent ownership in GroupAmerica Insurance Company
to Veritus, Inc. for $52.1 million in cash.
In compliance with regulatory requirements, the Company maintains an
Asset Valuation Reserve and an Interest Maintenance Reserve. The Asset
Valuation Reserve and other investment reserves, as prescribed or
permitted by the regulatory authorities, stabilize the policyholders'
contingency reserves against fluctuations in the value of stocks, as
well as declines in the value of bonds, mortgage loans and real estate
investments.
The Interest Maintenance Reserve captures after-tax realized capital
gains and losses which result from changes in the overall level of
interest rates for all types of fixed income investments, as well as
other financial instruments, including financial futures, U.S. Treasury
purchase commitments, options, interest rate swaps, interest rate caps
and interest rate floors. These interest rate related gains and losses
are amortized into income using the grouped method over the remaining
life of the investment sold or over the remaining life of the underlying
asset. Net realized after tax capital gains of $110.5 million in 1995,
net realized after tax capital losses of $152.6 million in 1994 and net
realized after-tax capital gains of $127.2 million in 1993 were charged
to the Interest Maintenance Reserve. Amortization of the Interest
Maintenance Reserve into net investment income amounted to $5.0 million
in 1995, $45.8 million in 1994 and $71.6 million in 1993. In 1994, the
Company's Interest Maintenance Reserve resulted in a net loss deferral.
In accordance with the practices of the National Association of
Insurance Commissioners, the 1994 balance was recorded as a reduction of
policyholders' contingency reserves.
Realized capital gains and losses, less taxes, not includable in the
Interest Maintenance Reserve, are recognized in net income. Realized
capital gains and losses are determined using the specific
identification method. Unrealized capital gains and losses are included
in policyholders' contingency reserves.
10
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
b. Separate Accounts
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of pension,
variable annuity and variable life insurance contract holders. Assets
consist principally of publicly traded marketable securities reported at
fair value. Premiums, benefits and expenses of the separate accounts are
reported in the Statement of Income. The Company receives administrative
and investment advisory fees from these accounts.
c. Non-admitted Assets
Assets designated as "non-admitted" (principally prepaid pension costs,
certain fixed assets, receivables and Interest Maintenance Reserve, when
in a net loss deferral position) are excluded from the Statement of
Financial Position by an adjustment to policyholders' contingency
reserves.
d. Policyholders' Reserves and Funds
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American
Experience and the 1941, 1958 and 1980 Commissioners' Standard Ordinary
mortality tables with assumed interest rates ranging from 2.5 to 6.0
percent.
Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee funds are
based on accepted actuarial methods computed principally using the 1951,
1971, 1983 group and individual annuity tables with assumed interest
rates ranging from 2.25 to 11.25 percent. Reserves for policies and
contracts considered investment contracts have a carrying value of
$10,290.5 million (fair value of $10,508.9 million as determined by
discounted cash flow projections). Accident and health policy reserves
are generally calculated using the two-year preliminary term, net level
premium and fixed net premium methods and various morbidity tables.
During 1995 and 1994, the Company changed its valuation basis for
certain disability income contracts. The effects of these changes,
$108.2 million in 1995 and $51.1 million in 1994, were recorded as
decreases to policyholders' contingency reserves.
e. Premium and Related Expense Recognition
The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when
received. Accident and health premiums are recognized as revenue when
due. Premiums are recognized when due for the policies issued by
Connecticut Mutual. Commissions and other costs related to issuance of
new policies, maintenance and settlement costs are charged to current
operations.
f. Policyholders' Dividends
The Board of Directors annually approves dividends to be paid in the
following year.
11
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENT, Continued
These dividends are allocated to reflect the relative contribution of
each group of policies to policyholders' contingency reserves and
consider investment and mortality experience, expenses and federal
income tax charges.
g. Cash and Short-term Investments
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid short-term investments purchased with a maturity of twelve
months or less to be cash equivalents.
2. Policyholders' Contingency Reserves
Policyholders' contingency reserves represent surplus of the Company as
reported to regulatory authorities and are intended to protect policyholders
against possible adverse experience.
a. Surplus Notes
The Company issued surplus notes of $100.0 million at 7 1/2 percent and
$250.0 million at 7 5/8 percent in 1994 and 1993, respectively. These
notes are unsecured and subordinate to all present and future
indebtedness of the Company, policy claims and prior claims against the
Company as provided by the Massachusetts General Laws. Issuance was
approved by the Commissioner of Insurance of the Commonwealth of
Massachusetts ("the Commissioner").
All payments of interest and principal are subject to the prior approval
of the Commissioner. Sinking fund payments are due as follows: $62.5
million in 2021, $87.5 million in 2022, $150.0 million in 2023 and $50.0
million in 2024.
Interest on the notes issued in 1994 is scheduled to be paid on March 1
and September 1 of each year, beginning on September 1, 1994, to holders
of record on the preceding February 15 or August 15, respectively.
Interest on the notes issued in 1993 is scheduled to be paid on May 15
and November 15 of each year, beginning on May 15, 1994, to holders of
record on the preceding May 1 or November 1, respectively. In accordance
with regulations of the National Association of Insurance Commissioners,
interest expense is not recorded until approval for payment is received
from the Commissioner. Interest of $26.6 million and $22.8 million was
approved and paid in 1995 and 1994, respectively.
The proceeds of the notes, less a $35 million reserve in 1995 and 1994
and a $25 million reserve in 1993 for contingencies associated with the
issuance of the notes, are recorded as a component of the Company's
policyholders' contingency reserves as approved by the Commissioner.
These reserves, as permitted by the Massachusetts Division of Insurance,
are included in investment reserves on the Statement of Financial
Position.
b. Other Policyholders' Contingency Reserves
As required by regulatory authorities, contingency reserves established
to protect group life and annuity policyholders are $37.8 million in
1995 and $36.3 million in 1994.
12
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
3. Employee Benefit Plans
The Company's employee benefit plans include plans in place for the
employees of Massachusetts Mutual and Connecticut Mutual prior to the merge.
These plans, which were managed separately, reflect different assumptions
for 1995 and 1994. The separate plans will continue into 1996 using similar
assumptions where appropriate. Employees previously covered by the
Connecticut Mutual plans will continue coverage under these plans. All other
employees, including employees hired after the merger date, will be covered
by the Massachusetts Mutual benefit plans.
a. Pension
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed
by MassMutual prior to December 31, 1995 and the other includes
employees previously employed by Connecticut Mutual. Benefits are based
on the employees' years of service, compensation during the last five
years of employment and estimated social security retirement benefits.
The Company accounts for these plans following Financial Accounting
Standards Board Statement No. 87, Employers' Accounting for Pensions.
Accordingly, as permitted by the Massachusetts Division of Insurance,
the Company has recognized a pension asset of $37.7 million and $37.6
million in 1995 and 1994, respectively. The net pension asset of $34
million associated with the Connecticut Mutual plan has been non-
admitted in the financial statements in accordance with Connecticut
insurance regulations. Company policy is to fund pension costs in
accordance with the requirements of the Employee Retirement Income
Security Act of 1974 and, based on such requirements, no funding was
required for the years ended December 31, 1995 and 1994. The assets of
the Plan are invested in the Company's general account and separate
accounts.
The benefit status of the defined benefit plans as of December 31 is as
follows:
<TABLE>
<CAPTION>
1995 1994
------ ------
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $537.5 $451.9
Vested benefit obligation 525.7 437.4
Projected benefit obligation 622.5 529.5
Plan assets at fair value 941.3 814.7
</TABLE>
The following rates were used in determining the actuarial present value
of both the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
---------- ------------------
<S> <C> <C>
Discount rate - 1995 7.5% 7.75%
Discount rate - 1994 8.0 8.5
Increase in future compensation levels 5.0 5.0
</TABLE>
13
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
<TABLE>
<CAPTION>
<S> <C> <C>
Long-term rate of return on assets 10.0 9.0
</TABLE>
The Company also has defined contribution plans for employees and
agents. The expense credited to operations for all pension plans is
$10.9 million in 1995, as compared to charged to operation of $5.0
million in 1994 and $4.0 million in 1993.
b. Life and Health
Certain life and health insurance benefits are provided to retired
employees and agents through group insurance contracts. Substantially
all of the Company's employees may become eligible for these benefits if
they reach retirement age while working for the Company. In 1993, the
Company adopted the National Association of Insurance Commissioners'
accounting standard for postretirement benefit costs, requiring these
benefits to be accounted for using the accrual method for employees and
agents eligible to retire and current retirees.
The following rates were used in determining the accumulated
postretirement benefit liability.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
---------- ------------------
Plan Plan
---------- ------------------
<S> <C> <C>
Discount rate - 1995 7.5% 8.5%
Discount rate - 1994 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all) 7.5
(for those born prior to 1965) 12.0
(for those born after 1965) 9.5
declining to
(for all) 5.0
(for those born prior to 1965) 6.0
(for those born after 1965) 5.5
within 6 years 7 years
</TABLE>
The initial transition obligation of $137.9 million is being amortized
over twenty years through 2012. At December 31, 1995 and 1994, the net
unfunded accumulated benefit obligation was $109.2 million and $108.1
million, respectively, for employees and agents eligible to retire or
currently retired and $42.7 million and $36.9 million, respectively, for
participants not eligible to retire. A Retired Lives Reserve Trust was
funded to pay life insurance premiums for certain retired employees.
Trust assets available for benefits were $22.5 million in 1995.
The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and
$23.4 million, respectively. A one percent increase in the annual
assumed increase in medical
14
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
cost rates would increase the 1995 accumulated postretirement benefit
liability and benefit expense by $8.5 million and $1.4 million,
respectively.
4. Related Party Transactions
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of
these contracts, the Company assumed all of the single premium immediate
annuity business written by MML Pension through either an assumption
provision or a coinsurance provision. The second contract ceded the
Company's group life, accident and health business to MML Pension.
Additionally, a reinsurance agreement previously in place, ceding all of the
Company's single premium immediate annuity business, was terminated. These
contracts were concurrently executed at the end of business on December 31,
1994 and were accounted for as a bulk reinsurance transaction. Accordingly,
assets were transferred at fair value and liabilities were transferred at
statutory carrying value. These transfers did not impact the 1994 Statement
of Income of either company. The net effect of these transactions decreased
the Company's assets and liabilities by $174.6 million in 1994. During 1995,
the gain from operations of this business was reflected as a $41 million
dividend received from the subsidiary which was recorded as net investment
income on the Statement of Income.
5. Federal Income Taxes
Provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current
information, and other miscellaneous temporary differences, such as
reserves, acquisition costs, and restructuring costs, resulted in an
effective tax rate which is other than the statutory tax rate.
The Internal Revenue Service has completed examining the Company's income
tax returns through the year 1989 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Massachusetts Mutual for the
years 1990 through 1992. The Company believes any adjustments resulting from
such examinations will not materially affect its financial statements.
Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for
1995 and 1994. The Company records the estimated effects of anticipated
revisions in the Statement of Income.
Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are
subject to a written tax allocation agreement which allocates tax liability
in a manner permitted under Treasury regulations. Generally, the agreement
provides that loss members shall be compensated for the use of their losses
and credits by other members.
Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993.
In 1994, the Company had federal tax refunds of $23.4 million. At December
31, 1995 and 1994, the
15
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Company established a liability for federal income taxes of $338.5 million
and $229.9 million, respectively.
6. Investments
The Company maintains a diversified investment portfolio. Investment
policies limit concentration in any asset class, geographic region, industry
group, economic characteristic, investment quality or individual
investment.
a. Bonds
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $9,391.5 $837.0 $43.3 $10,185.2
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by
Foreign Governments 261.9 27.9 0.1 289.7
Mortgage-backed securities 3,265.4 176.3 9.4 3,432.3
State and local governments 106.0 15.2 0.1 121.1
Industrial securities 9,030.7 762.8 57.8 9,735.7
Utilities 1,417.6 152.4 2.9 1,567.1
Affiliates 152.1 4.4 1.2 155.3
--------- -------- ------ ---------
TOTAL $23,625.2 $1,976.0 $114.8 $25,486.4
<CAPTION>
December 31, 1994
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $7,362.0 $154.4 $388.3 $7,128.1
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by 124.5 2.5 7.7 119.3
Foreign Governments
Mortgage-backed securities 3,410.5 55.6 176.7 3,289.4
State and local governments 138.2 5.2 6.4 137.0
</TABLE>
16
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Industrial securities 10,991.4 230.2 436.3 10,785.3
Utilities 1,147.2 71.3 30.6 1,187.9
Affiliates 124.4 9.7 8.6 125.5
--------- ------ -------- ---------
TOTAL $23,298.2 $528.9 $1,054.6 $22,772.5
</TABLE>
The carrying value and estimated fair value of bonds at December 31,
1995 by contractual maturity are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
---------- -----------
(In Millions)
<S> <C> <C>
Due in one year or less $2,578.8 $2,747.9
Due after one year through five years 3,625.8 3,824.3
Due after five years through ten years 5,356.3 5,857.2
Due after ten years 3,858.0 4,410.9
--------- ---------
15,418.9 16,840.3
Mortgage-backed securities, including securities
guaranteed by the U.S. Government 8,206.3 8,646.1
--------- ---------
TOTAL $23,625.2 $25,486.4
</TABLE>
Proceeds from sales of investments in bonds were $8,068.8 million during
1995, $5,624.1 million during 1994 and $5,543.5 million during 1993.
Gross capital gains of $255.5 million in 1995, $100.3 million in 1994
and $318.4 million in 1993 and gross capital losses of $67.1 million in
1995, $195.8 million in 1994 and $98.4 million in 1993 were realized on
those sales, a portion of which were included in the Interest
Maintenance Reserve. The estimated fair value of non-publicly traded
bonds is determined by the Company using a pricing matrix.
b. Stocks
Preferred stocks in good standing had fair values of $88.0 million in
1995 and $137.9 million in 1994, using a pricing matrix for non-publicly
traded stocks and quoted market prices for publicly traded stocks.
Common stocks, except for unconsolidated subsidiaries, had a cost of
$547.7 million in 1995 and $273.7 million in 1994.
c. Mortgages
The fair value of mortgage loans, as determined from a pricing matrix
for performing loans and the estimated underlying real estate value for
non-performing loans, approximated carrying value less valuation
reserves held.
The Company acts as mortgage servicing agent and guarantor for $50.1
million of
17
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
mortgage loans sold in 1985. As guarantor, the Company is obligated to
advance unpaid principal and interest on any delinquent loans and to
repurchase mortgage loans under certain circumstances including
mortgagor default.
d. Other
The carrying value of investments which were non-income producing for
the preceding twelve months was $76.9 million and $130.9 million at
December 31, 1995 and 1994, respectively. The Company had restructured
loans with book values of $415.0 million, and $543.7 million at December
31, 1995 and 1994, respectively. The loans typically have been modified
to defer a portion of the contracted interest payments to future
periods. Interest deferred to future periods totaled $3.4 million in
1995, $5.9 million in 1994 and $10.2 million in 1993. The Company made
voluntary contributions to the Asset Valuation Reserve of $52.7 million
in 1994 and $51.5 million in 1993 for these restructured loans. No
additional voluntary contribution was made in 1995.
It is not practicable to determine the fair value of policy loans as
they do not have a stated maturity.
7. Portfolio Risk Management
The Company manages its investment risks to reduce interest rate and
duration imbalances determined in asset/liability analyses. The fair values
of these instruments, which are not recorded in the financial statements,
are based upon market prices or prices obtained from brokers. The Company
does not hold or issue financial instruments for trading purposes.
The notional amounts described do not represent amounts exchanged by the
parties and, thus, are not a measure of the exposure of the Company. The
amounts exchanged are calculated on the basis of the notional amounts and
the other terms of the instruments, which relate to interest rates, exchange
rates, security prices or financial or other indexes.
The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments. This exposure is
limited to contracts with a positive fair value. The amounts at risk in a
net gain position were $84.9 million and $88.4 million at December 31, 1995
and 1994, respectively. The Company monitors exposure to ensure
counterparties are credit worthy and concentration of exposure is minimized.
The Company enters into financial futures contracts for the purpose of
managing interest rate exposure. The Company's futures contracts are
exchange traded with minimal credit risk. Margin requirements are met with
the deposit of securities. Futures contracts are generally settled with
offsetting transactions. Gains and losses on financial futures contracts are
recorded when the contract is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the underlying asset. As of
December 31, 1995, the Company did not have any open financial futures
contracts.
18
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage
other risks identified. Under interest rate swaps, the Company agrees to
exchange, at specified intervals, the difference between fixed and floating
interest rates calculated by reference to an agreed-upon notional principal
amount. Net amounts receivable and payable are accrued as adjustments to
interest income and included in investment and insurance amounts receivable
on the Statement of Financial Position. Gains and losses realized on the
termination of contracts amortized through the Interest Maintenance Reserve
over the remaining life of the associated contract. At December 31, 1995 and
1994, the Company had swaps with notional amounts of $1,841.8 million and
$2,819.2 million, respectively. The fair values of these instruments were
$10.1 million at December 31, 1995 and $49.6 million at December 31, 1994.
Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of
up to two years. The amounts paid for options purchased are included in
other investments on the Statement of Financial Position. Gains and losses
on these contracts are recorded at the expiration or termination date and
are amortized through the Interest Maintenance Reserve over the remaining
life of the underlying asset. At December 31, 1995 and 1994, the Company had
option contracts with notional amounts of $1,876.2 million and $2,262.1
million, respectively. The Company's credit risk exposure was limited to the
unamortized costs of $18.4 million and $24.4 million, which had fair values
of $48.1 million and $10.4 million at December 31, 1995 and 1994,
respectively.
Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a given rate. Interest rate floor
agreements grant the purchaser the right to receive the excess of a given
rate over a referenced interest rate. Amounts paid for interest rate caps
and floors are amortized into interest income over the life of the asset on
a straight-line basis. Unamortized costs are included in other investments
on the Statement of Financial Position. Amounts receivable and payable are
accrued as adjustments to interest income and included in the Statement of
Financial Position as investment and insurance amounts receivable. Gains and
losses on these contracts, including any unamortized cost, are recognized
upon termination and are amortized through the Interest Maintenance Reserve
over the remaining life of the associated cap or floor agreement. At
December 31, 1995 and 1994, the company had agreements with notional amounts
of $3,366.3 million and $2,617.0 million, respectively. The Company's credit
risk exposure on these agreements is limited to the unamortized costs of
$14.0 million and $12.1 million at December 31, 1995 and 1994, respectively.
The fair values of these instruments were $30.8 million and $6.0 million at
December 31, 1995 and 1994, respectively.
The Company utilizes asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired.
Cross-currency interest rate swaps allow investment in foreign currencies,
increasing access to additional investment opportunities, while limiting
foreign exchange risk. Notional amounts relating to asset and currency swaps
totaled $323.7 million and $220.0 million at December 31, 1995 and 1994,
respectively.
19
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
The fair values of these instruments were an unrecognized gain of $4.6
million at December 31, 1995 and $2.8 million at December 31, 1994.
The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take
delivery on forward commitments. These commitments are instead settled with
offsetting transactions. Gains and losses on forward commitments are
recorded when the commitment is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the asset. At December 31,
1995 and 1994, the Company had U. S. Treasury purchase commitments which
will settle during the following year with contractual amounts of $292.4
million and $1,000.0 million and fair values of $298.8 million and $989.2
million, respectively.
8. Liquidity
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:
<TABLE>
<CAPTION>
(In Millions)
<S> <C>
Total policyholders' reserves and funds and
separate account liabilities $44,474.9
Not subject to discretionary withdrawal (6,640.2)
Policy loans (4,518.4)
---------
Subject to discretionary withdrawal $33,316.3
---------
Total invested assets, including separate
investment accounts $49,184.1
Policy loans and other invested assets (12,383.0)
---------
Readily marketable investments $36,801.1
---------
</TABLE>
9. Business Risks and Contingencies
The Company is subject to insurance guaranty fund laws in the states in
which it does business. These laws assess insurance companies amounts to be
used to pay benefits to policyholders and claimants of insolvent insurance
companies. Many states allow these assessments to be credited against future
premium taxes. The Company believes such assessments in excess of amounts
accrued will not materially affect its financial position, results of
operations or liquidity. In 1995, the Company elected not to admit $17.6
million of guaranty fund premium tax offset receivables relating to prior
assessments.
The Company is involved in litigation arising out of the normal course of
its business. Management intends to defend these actions vigorously. While
the outcome of litigation cannot be foreseen with certainty, it is the
opinion of management, after consultation with legal counsel, that the
ultimate resolution of these matters will not materially affect its
financial position, results of operations or liquidity.
10. Subsequent Events
On January 5, 1996, the Company signed a definitive agreement for the sale
of MassMutual
20
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Holding Company Two, Inc., a wholly-owned subsidiary, and its subsidiaries,
including MML Pension Insurance Company, which comprises the Company's group
life and health business, to WellPoint Health Networks, Inc. for $380
million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in
the first quarter of 1996, management has not determined the final gain on
the sale.
The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's
financial statements.
<TABLE>
<CAPTION>
1995 1994
-------- --------
(In Millions)
<S> <C> <C>
Other Invested Assets $187.8 $173.9
Net Gain From Operations 41.0 0.0
Unrealized Capital Gain (Loss) 13.9 (12.5)
</TABLE>
11. Subsidiaries and Affiliated Companies
Summary of ownership and relationship of the Company and its subsidiaries
and affiliated companies as of December 31, 1995 is illustrated below. The
Company provides management or advisory services to most of these companies.
Subsidiaries
------------
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
Subsidiaries of MassMutual Holding Company
------------------------------------------
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
21
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.
22
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS, Continued
Subsidiaries of DHC, Inc.
-------------------------
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.
Subsidiaries of DLB Acquisition Corporation
-------------------------------------------
Concert Capital Management, Inc.
David L. Babson and Company, Inc.
Subsidiaries of MassMutual Corporate Value Limited
--------------------------------------------------
MassMutual Corporate Value Partners Limited
Subsidiaries of MassMutual Holding Company Two, Inc.
----------------------------------------------------
MassMutual Holding Company Two MSC, Inc.
Subsidiaries of MassMutual Holding Company Two MSC, Inc.
--------------------------------------------------------
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation
Affiliates
----------
MassMutual Corporate Investors
MassMutual Participation Investors
23
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Financial Statements Included in Part A
---------------------------------------
Condensed Financial Information
Financial Statements Included in Part B
---------------------------------------
The Registrant
--------------
Report of Independent Accountants
Statement of Assets and Liabilities as of
December 31, 1995
Statement of Operations for the year ended
December 31, 1995
Statement of Changes in Net Assets for the years
ended December 31, 1995 and 1994
Notes to Financial Statements
The Depositor
-------------
Report of Independent Accountants
Supplemental Statement of Financial Position as of
December 31, 1995 and 1994
Supplemental Statement of Income for the years ended
December 31, 1995, 1994 and 1993
Supplemental Statement of Changes in Policyholders'
Contingency Reserves for the years ended 1995, 1994 and 1993
Supplemental Statement of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Supplemental Financial Statements
(b) Exhibits:
Exhibit 1 Copy of Resolution of the Executive Committee of the Board
of Directors of Massachusetts Mutual Life Insurance
Company, authorizing the establishment of the Registrant
under the Investment Company Act of 1940, incorporated by
reference to Exhibit 1 of Registrant's Registration
<PAGE>
Statement under the Securities Act of 1933, File No. 33-
83798.
Exhibit 2 None
Exhibit 3 (i)(a) Form of Distribution Agreement between the
Registrant and MML Distributors, LLC.
(i)(b) Form of Co-Underwriting Agreement between the
Registrant and MML Investors Services, Inc.
(ii) None
Exhibit 4 (i) Copy of the form of Flexible Purchase Payment Multi-
Fund Variable Annuity Contract under the Securities Act of
1933, incorporated by reference to Exhibit 1 of
Registrant's Registration Statement under the Securities
Act of 1933, File No. 33-83798.
Exhibit 5 The form of Application used with the Flexible Purchase
Payment Multi-Fund Variable Annuity Contract under the
Securities Act of 1933, incorporated by reference to
Exhibit 1 of Registrant's Registration Statement under the
Securities Act of 1933, File No. 33-83798.
Exhibit 6 (i) Copy of the Articles of Incorporation of Massachusetts
Mutual Life Insurance Company. (ii) By-laws of
Massachusetts Mutual Life Insurance Company, incorporated
by reference to Exhibit 1 of Registrant's Registration
Statement under the Securities Act of 1933, File No. 33-
83798.
Exhibit 7 None
Exhibit 8 None
<PAGE>
Exhibit 9 Opinion of and consent of counsel.
Exhibit 10 Written consent of Coopers & Lybrand L.L.P., independent
accountants.
<PAGE>
Exhibit 11 None
Exhibit 12 None
Exhibit 13 Schedule of Computation of Performance
Exhibit 15 Powers of Attorney
Exhibit 27 Financial Data Schedule
Item 25. Directors and Executive Officers of MassMutual
----------------------------------------------
The directors and executive vice presidents of MassMutual, their
positions and their other business affiliations and business
experience for the past five years are listed below.
Directors
ROGER G. ACKERMAN, Director 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, Chairman, Dividend Policy Committee and
Member, Investment Committee
President and Founder (since 1994), Resolute Partners, Incorporated
(private merchant bank), 2 Greenwich Plaza, Suite 100, Greenwich
Connecticut; General Partner (1988-1994), The Blackstone Group; Co-
Chairman and Chief Executive Officer, Wickes Companies, Inc.
(diversified manufacturer and distributor), 3340 Ocean Park
Boulevard, Santa Monica, California; Director: Drexel Industries,
Inc., Connecticut Health and Education Facilities Authority, and
Transparency International; Trustee, Villanova University and The Sea
Research Foundation; Director (1991-1996), Connecticut Mutual Life
Insurance
<PAGE>
Company, 140 Garden Street, Hartford, Connecticut.
FRANK C. CARLUCCI, III, Director and Member, Board Affairs and
Dividend Policy Committee
Chairman (since 1993), Vice Chairman (1989-1993), The Carlyle Group
(merchant banking corporation), 1001 Pennsylvania Avenue, N.W.,
Washington, D.C.; Director: Ashland Inc. (producer of petroleum
products), 1000 Ashland Drive, Russell, Kentucky; BDM International,
Inc. (professional and technical services to public and private
sector), 7915 Jones Branch Drive, McLean, Virginia; Bell Atlantic
Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; CB Commercial Real Estate Group, Inc. (real estate
broker subsidiary of Carlyle Holding Corporation), 533 Fremont
Avenue, Los Angeles, California; East New York Savings Bank; General
Dynamics Corporation (manufacturer of military equipment), 3190
Fairview Park Drive, Falls Church, Virginia; Kaman Corporation
(diversified manufacturer), 1332 Blue Hills Avenue, Bloomfield,
Connecticut; Neurogen Corporation; Northern Telecom Ltd. (digital
telecommunications systems), 2920 Matheson Boulevard East,
Mississauga, Ontario, Canada; The Quaker Oats Company (manufacturer
of food products), 321 North Clark Street, Chicago, Illinois; The
Rand Corporation; Sun Resorts Ltd., N.V.; Westinghouse Electric
Corporation (electronic systems, electric power generating equipment
and broadcasting), 11 Stanwix Street, Pittsburgh, Pennsylvania;
Director (1989-1996), Connecticut Mutual Life Insurance Company, 140
Garden Street, Hartford, Connecticut.
GENE Q. CHAO, Director and Member, Auditing and Dividend Policy
Committees
Chairman and Chief Executive Officer (since 1991), Computer
Projections, Inc. 733 S.W. Vista Avenue, Portland, Oregon; Chairman
and Chief Executive Officer (1990), American Leadership Forum (non-
profit leadership and community building organization); Director
(1990-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
PATRICIA DIAZ DENNIS, Director and Member Auditing and Human
Resources Committee
<PAGE>
Senior Vice President and Assistant General Counsel (since 1995), SBC
Communications Inc. (telecommunications), 175 East Houston, San
Antonio, Texas; Special Counsel-Communication Law Matters (1993-
1995), Sullivan & Cromwell (law firm), 1701 Pennsylvania Avenue,
N.W., Washington, D.C.; Assistant Secretary of State for Human Rights
an Humanitarian Affairs (1992-1993), U.S. Department of State,
Washington, D.C.; Trustee (since 1995), Federal Communications Bar
Association Foundation; Trustee (since 1993), Radio and Television
News Directors Foundation; Director (since 1993), National Public
Radio; Director (since 1991), Reading Is Fundamental; Director (since
1989), Foundation for Women's Resources; Trustee (since 1991), Tomas
Rivera Center; Director (1995-1996), Connecticut Mutual Life
Insurance Company, 140 Garden Street, Hartford, Connecticut.
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
<PAGE>
petroleum products), 2000 Westchester Avenue, White Plains, New York
and President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.
WILLIAM B. ELLIS, Director and Member, Auditing and Investment
Committees
Senior Fellow (since 1995) Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995)
and Chief Executive Officer (1983-1993), Northeast Utilities
(electric utility), 107 Selden Street, Berlin, Connecticut; Director
(since 1991), The Hartford Steam Boiler Inspection and Insurance
Company (property and casualty insurer), One State Street, Hartford,
Connecticut; Director (since 1996), Advest Group, Inc. (financial
services holding company), 280 Trumbull Street, Hartford,
Connecticut; Director (since 1995), Catalytica Combustion Systems,
Inc.; Director , The National Museum of National History of the
Smithsonian Institution, Washington, D.C.; Director (1985-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
ROBERT M. FUREK, Director and Member, Dividend Policy and Investment
Committees
President and Chief Executive Officer, Heublein, Inc. (beverage
distributor), 450 Columbus Boulevard, Hartford, Connecticut;
Director, The Dexter Corporation (producer of specialty chemicals and
papers), One Elm Street, Windsor Locks, Connecticut; Corporator,
Hartford Hospital and The Bushnell Memorial, Hartford, Connecticut;
Trustee, Colby College, Mayflower Hill Drive, Waterville Maine;
Director (1990-1996), Connecticut Mutual Life Insurance Company, 140
Garden Street, Hartford, Connecticut.
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.
<PAGE>
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).
JAMES G. HARLOW, JR., Director and Member, Auditing and Board Affairs
Committee
Chairman, Chief Executive Officer (since 1995), and President (1973-
1995), Oklahoma Gas and Electric Company (electric utility),
Corporate Tower, 101 N. Robinson, Oklahoma City, Oklahoma; Director,
Fleming Companies (wholesale food distributors), 6301 Waterford
Boulevard, Oklahoma City, Oklahoma; Director (since 1994), Associated
Electric & Gas Insurance Services Limited, Harborside Financial
Center, 700 Plaza Two, Jersey City, New Jersey.
GEORGE B. HARVEY, Director, Chairman, Human Resources Committee and
Member, Board Affairs Committee
Chairman, President and Chief Executive Officer, Pitney Bowes, Inc.
(office machines manufacturer), One Elmcroft Road, Stamford,
Connecticut; Director: Merrill Lynch & Co., Inc. (financial services
holding company), 250 Vesey Avenue, World Financial Center, North
Tower, New York, New York; The McGraw Hill Companies (multimedia
publishing and information services), 1221 Avenue of the Americas,
New York, New York; Stamford Hospital, Stamford, Connecticut; Pfizer,
Inc. (pharmaceutical and health-care products), 235 East 42nd Street,
New York, New York; The Catalyst; Member, Board of Overseers, Wharton
School of Finance, University of Pennsylvania; Director (1989-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
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:
<PAGE>
Vanguard/Windsor Fund, 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 Index Trust, Vanguard World Fund,
Vanguard/Star Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund,
Vanguard Convertible Securities Fund, Vanguard Quantitative Fund,
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 Committee and Chairman,
Human Resources and Independent Directors 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 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; MGIC Investment Corporation (investment company),
MGIC Plaza, 111 E. Kilbourn Avenue,
<PAGE>
Milwaukee, Wisconsin; Director (since 1995), Energy Ventures, Inc., 5
Post Oak Park, Houston, Texas; Director (since 1993), Ameritech, Inc.
(regional holding company for telephone companies), 30 South Wacker
Drive, Chicago, Illinois; Director (1989-1995), Prideco, Inc. (drill
collar manufacturer), 6039 Thomas Road, Houston, Texas; 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,
Inc. (public telecommunications systems and software), 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; Member (since
1996), Advisory Council, Graduate School of Business, Stanford
University, Stanford, California.
JOHN F. MAYPOLE, Director and Member, Board Affairs and Human
Resources Committee
Managing Partner, Peach State Real Estate Holding Company (real
estate investment company), P.O. Box 1223, Toccoa, Georgia;
Consultant to institutional investors; Co-owner of family businesses
(including Maypole Chevrolet-Geo, Inc. and South Georgia Car Rentals,
Inc.); Director, Chairman, Finance Committee and Member, Executive
Committee and Human Resources Committee on Directors, Bell Atlantic
Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; Director and
<PAGE>
Chairman, Compensation Committee, Briggs Industries, Inc. (plumbing
fixtures), 4350 W. Cypress Street, Tampa, Florida; Director,
Chairman, Audit Committee and Member, Compensation Committee,
Blodgett Corporation; Director, Chairman, Products Committee and
Member, Compensation and Audit Committee, Igloo Corporation (portable
coolers), 1001 W. Sam Houston Parkway North, Houston, Texas; Director
and Member, Senior Management Committee, Dan River, Inc. (textile
manufacturer), 2291 Memorial Drive, Danville, Virginia; Director,
Davies, Turner & Company; Director (1989-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford, Connecticut.
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, Vice Chairman, Director and Member, Dividend Policy
and Investment Committees
Vice Chairman, Director and Chief Administrative Officer (since
1996), Executive Vice President (1987-1996) 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 MassMutual Holding Company Two, Inc.);
and Mirus Insurance Company (formerly MML Pension Insurance Company,
a wholly-owned insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1995), National Capital Health Plan,
Inc. (health maintenance organization), Washington, D.C.
BARBARA S. PREISKEL, Director and Member, Auditing and Human
Resources Committees
Attorney-at-Law, 60 East 42nd Street, New York, New York;
<PAGE>
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, Chief Operating Officer, Director and
Member, Board Affairs, Dividend Policy and Investment Committee
President, Chief Operating Officer and Director (since 1996) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chairman
(1994-1996), President and Chief Executive Officer (1993-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut; President and Chief Executive Officer-Agency
Group (1987-1993), Providian Corporation (formerly Capital Holding
Corporation, a holding company for insurance companies), Louisville,
Kentucky; Director (since 1995), Health Insurance of Vermont, Inc.
and Kentucky Medical Insurance Company; Director (1995), United
States Chamber of Commerce; Corporator, Saint Francis Hospital and
Medical Center, Hartford, Connecticut.
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; Chairman and Chief Executive
Officer (since 1995), DLB Acquisition Corporation (holding company
for investment advisers); Chairman of the Board of Directors (since
1994), Mirus Insurance Company (formerly MML Pension Insurance
Company, a wholly-owned insurance subsidiary of MassMutual Holding
Company Two MSC, Inc.) (principal offices, 1295 State Street,
Springfield, 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
Oppenheimer Management
<PAGE>
Corporation, 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; Chairman of the Board of Directors (1992-
1995), Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), One Memorial
Drive, Cambridge, Massachusetts.
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 (biotechnology), One Kendall
Square, Cambridge, Massachusetts; 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; Trustee (since 1994), Marine Biology Laboratory and
Woods Hole Oceanographic Institute, Woods Hole, Massachusetts.
Executive Vice Presidents
LAWRENCE V. BURKETT, JR., 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 Mirus
Insurance Company (formerly MML Pension Insurance Company, a wholly-
owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1994), Cornerstone Real Estate
Advisers,
<PAGE>
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, Tipperary Town, Ireland;
Chairman (since 1994), Director (since 1993), MML Reinsurance
(Bermuda) Ltd. (wholly-owned property and casualty reinsurance
subsidiary of MassMutual Holding Company) and Director (since 1995),
MassMutual International (Bermuda) Ltd. (wholly-owned subsidiary of
MassMutual Holding Company that distributes variable insurance
products in overseas markets) (principal offices, 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.), MML Insurance Agency of
Ohio, Inc. (subsidiary of MML Insurance Agency, Inc.) and Director
(since 1995), MML Insurance Agency of Nevada, Inc. (subsidiary of MML
Insurance Agency, Inc.) (principal offices, 1414 Main Street,
Springfield, Massachusetts); Director (since 1994), 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 1994), Life
Underwriter Training Council, 7625 Wisconsin Avenue, Bethseda,
Maryland.
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
<PAGE>
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), Mirus Insurance Company (formerly MML Pension Insurance
Company, a wholly-owned insurance subsidiary of MassMutual Holding
Company Two MSC, Inc.); MMLay State Life Insurance Company (wholly-
owned insurance subsidiary of MassMutual); MML Realty Management
Corporation (wholly-owned real estate management subsidiary of
MassMutual Holding Company); Director (since 1995), DLB Acquisition
Corporation (holding company for investment advisers); Director
(1994-1995), MML Real Estate Corporation (wholly-owned real estate
management subsidiary 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), One
Memorial Drive, Cambridge, 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, 1414 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, Tipperary Town, Ireland.
LAWRENCE L. GRYPP, Executive Vice President
Executive Vice President of MassMutual; Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers)
(principal offices, 1295 State Street, Springfield, Massachusetts);
Chairman and Member Executive and Compensation Committees, MML
Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company) and Director (1991-1993), MML Insurance
Agency (wholly-owned insurance subsidiary of MML Investors Services,
Inc.) (principal offices, 1414 Main Street, Springfield,
Massachusetts); Director, Oppenheimer Acquisition Corp. (parent of
Oppenheimer
<PAGE>
Management Corporation, an investment management company), Two World
Trade Center, New York, New York: Director (since 1993), Concert
Capital Management, Inc. (wholly-owned investment advisory subsidiary
of MassMutual Holding Company), One Memorial Drive, Cambridge,
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), Mirus Insurance Company (formerly MML
Pension Insurance Company, a 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, Tipperary Town, Ireland;
Director (since 1995), National Capital Health Plan, Inc. (health
maintenance organization), Washington, D.C.; 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 (since 1994), MassMutual Institutional
Funds (open-end investment company); Director (since 1995), DLB
Acquisition Corporation (holding company for investment advisers)
(principal offices, 1295 State Street, Springfield, Massachusetts);
Chairman (since 1995) 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
<PAGE>
Acquisition Corp. (parent of Oppenheimer Management Corporation, an
investment management company), Two World Trade Center, New York, New
York; Director (since 1993), Association of Private Pension and
Welfare Plans; Trustee (since 1994), University of Massachusetts,
Amherst, Massachusetts; Director (1992-1995), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts and Colebrook Group (commercial real estate management
and development), 1441 Main Street, Springfield, Massachusetts.
GARY E. WENDLANDT, Executive Vice President and Chief Investment
Officer
Chief Investment Officer (since 1993), Executive Vice President
(since 1992) Senior Vice president (1983-1992) 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 and Chief Executive Officer (since
1994), President (since 1993) and Director, MassMutual Holding
Company (wholly-owned holding company subsidiary of MassMutual);
Chairman, President and Chief Executive Officer (since 1994),
MassMutual Holding Company Two, Inc. (wholly-owned holding company
subsidiary of MassMutual); Chairman and President (since 1994), Chief
Executive officer (since 1995), 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 Realty Management Corporation (wholly-owned real estate
management subsidiary of MassMutual Holding Company); President and
Director (since 1995), DLB Acquisition Corporation (holding company
for investment advisers); Chairman (1994-1995) and Director (1993-
1995), MML Real Estate Corporation (wholly-owned real estate
management subsidiary of MassMutual Holding Company) (principal
offices, 1295 State Street, Springfield, Massachusetts); Chairman,
Chief Executive Officer and
<PAGE>
Member Executive and Compensation Committees (since 1994) and Member,
Audit Committee (since 1995), Cornerstone Real Estate Advisers, Inc.,
1500 Main Street, 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 Oppenheimer
Management Corporation, an investment management company), Two World
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); Director (since
1995), Mass Seguros de Vida, S.A., Huerfanos No.770, Santiago, Chile;
President and Director (since 1995), MassMutual International
(Bermuda) Ltd. (wholly-owned subsidiary of MassMutual Holding Company
that distributes variable insurance products in overseas markets), 41
Cedar Avenue, Hamilton, Bermuda.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
-------------------------------------------------------------------
Registrant
----------
The assets of the Registrant, under state law, are assets of
MassMutual.
The Registrant may also be deemed to be under common control with the
following separate accounts which are registered as unit investment
trusts under the Investment Company Act of 1940: 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, MML Bay State Variable Life
Separate Account I, MML Bay State Variable Annuity Separate Account
1, Panorama Separate Account, CML
<PAGE>
Variable Annuity Account A, CML Variable Annuity Account B, CML
Accumulation Annuity Account E, Connecticut Mutual Variable Life
Separate Account I, Panorama Plus Separate Account, C.M. Multi-
Account A, C.M. Life Variable Life Separate Account A, and
CML/OFFITBANK Separate Account. The Registrant may also be deemed to
control MML Series Investment Fund, a Massachusetts business trust
which is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940. The
Registrant may also be deemed to be under common control of the
following separate accounts which are exempt from the registration
requirements of the Investment Company Act of 1940: MML Bay State
Variable Life Separate Account II, MML Bay State Variable Life
Separate Account III, and MML Bay State Variable Life Separate
Account IV.
The following entities are, or may be deemed to be, controlled by
MassMutual through the direct or indirect ownership of such entities'
stock.
1. MassMutual Holding Company, a Delaware corporation, all the stock
of which is owned by MassMutual.
2. MassMutual Holding Company Two, Inc., a Massachusetts
corporation, all the stock of which is owned by MassMutual.
3. MML Series Investment Fund, a registered open-end investment
company organized as a Massachusetts business trust, all of the
shares of which are owned by separate accounts of MassMutual and
companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end investment
company organized as a Massachusetts business trust, all of the
shares are owned by MassMutual.
5. MML Bay State Life Insurance Company, a Missouri corporation, all
the stock of which is owned by MassMutual.
6. DHC, Inc., a Connecticut holding company, all the stock of which
is owned by MassMutual.
<PAGE>
7. CM Assurance Company, a Connecticut life, accident, disability
and health insurer, all the stock of which is owned by
MassMutual.
8. CM Benefit Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
9. C.M. Life Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
10. CM Transnational, S.A., a Luxembourg corporation that sells life
insurance endowments and annuity contracts. MassMutual owns 99.7%
of the outstanding shares and DHC, Inc. owns the remaining 0.3%
of the shares.
11. Connecticut Mutual Investment Accounts, Inc., a registered
open-end investment company organized as a Maryland corporation.
MassMutual and its subsidiaries own approximately 30% of the
outstanding shares.
12. Sunriver Properties, Inc., an inactive Oregon corporation, whose
name is associated with a development project. MassMutual owns
all the shares of outstanding stock.
13. Connecticut Mutual Financial Services Series Fund I, Inc., a
registered open-end investment company organized as a Maryland
corporation. Shares of the fund are sold only to MassMutual and
its affiliates.
14. Connecticut Mutual Financial Services, LLC, a registered broker-
dealer incorporated as a limited liability company in
Connecticut. MassMutual has a 99% ownership interest and CM
Strategic Ventures has a 1% ownership interest.
15. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity
real estate advisory corporation, all the stock of which is owned
by MassMutual Holding Company.
<PAGE>
16. DLB Acquisition Corporation ("DLB"), a Delaware corporation.
MassMutual Holding Company owns 83.7% of the outstanding capital
stock of DLB, which serves as a holding company for certain
investment advisory subsidiaries of MassMutual.
17. MML Investors Services, Inc., registered broker-dealer
incorporated in Massachusetts, all the stock of which is owned by
MassMutual Holding Company.
18. MML Realty Management Corporation, a property manager
incorporated in Massachusetts, all the stock of which is owned by
MassMutual Holding Company.
19. MassMutual International, Inc., a Delaware holding company of
foreign insurance companies. MassMutual Holding Company owns all
of the stock of MassMutual International, Inc.
20. MML Reinsurance (Bermuda) Ltd., a property and casualty reinsurer
incorporated in Bermuda, all of the stock of which is owned by
MassMutual Holding Company.
21. MML International (Bermuda) Ltd., a writer of variable life
insurance for overseas markets that was incorporated in Bermuda,
all of the stock of which is owned by MassMutual Holding Company
22. Mass Seguros de Vida S.A. (Chile), a life insurance company
incorporated in Chile. MassMutual Holding Company owns 33.5% of
the outstanding capital stock of Mass Seguros de Vida S.A.
23. MassLife Seguros de Vida S.A. (Argentine), a life insurance
company incorporated in Argentine. MassMutual Holding Company
owns 99.99% of the outstanding capital stock of MassLife Seguros
de Vida S.A.
24. Oppenheimer Acquisition Corporation is a Delaware corporation
("OAC"). MassMutual Holding Company owns 81.3% of the capital
stock of OAC, which serves as a holding company for
OppenheimerFunds, Inc.
<PAGE>
25. Charter Oak Capital Management, Inc., a Delaware corporation, is
a registered investment adviser. MassMutual Holding Company owns
80% of the outstanding shares of Charter Oak Capital Management,
Inc.
26. Westheimer 335 Suites, Inc., was incorporated in Delaware to
serve as a general partner of the Westheimer 335 Suites Limited
Partnership. MassMutual Holding Company owns all the stock of
Westheimer 335 Suites, Inc.
27. CM Advantage, Inc., a Connecticut corporation that acts as a
general partner in real estate limited partnerships. DHC, Inc.
owns all of the outstanding stock.
28. CM Insurance Services, Inc., a licensed insurance broker
incorporated in Connecticut, all of the stock of which is owned
by DHC, Inc.
29. G.R. Phelps & Company, Inc., a registered investment adviser
incorporated in Connecticut, all the stock of which is owned by
DHC, Inc.
30. CM International, Inc., a Delaware corporation that holds a
mortgage pool and issues collateralized bond obligations. DHC,
Inc. owns all the outstanding stock.
31. CM Property Management, Inc., a Connecticut real estate holding
company, all the stock of which is owned by DHC, Inc.
32. State House 1 Corporation, a Delaware corporation, that acts as a
general partner of CML Investments I L.P. and State House I L.P.
DHC, Inc. owns all the outstanding stock.
33. Urban Properties, Inc., a Delaware real estate holding and
development company, all the stock of which is owned by DHC, Inc.
34. MassMutual Holding Company Two MSC, Inc., a Massachusetts
corporation, all the stock of which is
<PAGE>
owned by MassMutual Holding Company Two, Inc.
35. Mirus Insurance Company, a Delaware life and health insurer, all
the stock of which is owned by MassMutual Holding Company Two
MSC, Inc.
36. MassMutual of Ireland, Ltd., incorporated in the Republic of
Ireland, to operate a group life and health claim office for
MassMutual. MassMutual Holding Company Two MSC, Inc. owns all of
the stock of MassMutual of Ireland, Ltd.
37. National Capital Health Plan, Inc., a Virginia corporation, of
which MassMutual Holding Company Two MSC, Inc. owns 62% of the
outstanding shares of stock.
38. National Capital Preferred Provider Organization, Inc., a
Maryland corporation, of which MassMutual Holding Company Two
MSC, Inc. owns 55% of the outstanding shares of stock.
39. Benefit Panel Services, Inc., a California health-care provider
corporation, of which MassMutual Holding Company Two MSC, Inc.
owns 28% of the outstanding shares of stock.
40. Sloan's Lake Management Corp, a Colorado health-care provider
corporation of which MassMutual Holding Company Two MSC, Inc.
owns 21% of the outstanding shares of stock.
41. Concert Capital Management, Inc., a registered investment adviser
incorporated in Massachusetts, all the stock of which is owned by
DLB Acquisition Corporation.
42. David L. Babson and Company, Incorporated, a registered
investment adviser incorporated in Massachusetts, all of the
stock of which is owned by DLB Acquisition Corporation.
43. Babson Securities Corporation, a registered broker-dealer
incorporated in Massachusetts, all of the stock of which is owned
by David L. Babson and
<PAGE>
Company, Incorporated.
44. Potomac Babson Incorporated, a Massachusetts corporation, is a
registered investment adviser. David L. Babson and Company
Incorporated owns 60% of the outstanding shares of Potomac Babson
Incorporated.
45. MML Insurance Agency, Inc., a licensed insurance broker
incorporated in Massachusetts, all of the stock of which is owned
by MML Investors Services, Inc.
46. MML Securities Corporation, a Massachusetts securities
corporation, all of the stock of which is owned by MML Investors
Services, Inc.
47. MML Insurance Agency of Nevada, Inc., a Nevada corporation, all
of the stock of which is owned by MML Insurance Agency, Inc.
48. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Ohio. The
outstanding capital stock is controlled by MML Insurance Agency,
Inc. by means of a voting trust.
49. MML Insurance Agency of Texas, Inc., a subsidiary of MML
Insurance Agency, Inc., is incorporated in the state of Texas.
The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.
50. CM Insurance Services, Inc. (Arkansas), a licensed insurance
broker incorporated in Arkansas, all of the stock of which is
owned by CM Insurance Services, Inc.
51. CM Insurance Services, Inc. (Texas) a licensed insurance broker
incorporated in Texas. CM Insurance Services, Inc. controls 100%
of the shares of outstanding stock by means of a voting trust.
52. Diversified Insurance Services Agency of America, Inc. (DISA
Ohio), a licensed insurance broker
<PAGE>
incorporated in Ohio. CM Insurance Services, Inc. controls 100%
of the shares of outstanding stock by means of a voting trust.
53. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a licensed insurance broker incorporated in
Massachusetts. CM Insurance Services, Inc. owns all the shares of
outstanding stock.
54. Diversified Insurance Services Agency of America, Inc. (DISA
Alabama), a licensed insurance broker incorporated in Alabama. CM
Insurance Services, Inc. owns all the shares of outstanding
stock.
55. Diversified Insurance Services Agency of America, Inc. (DISA New
York), a licensed insurance broker incorporated in New York. CM
Insurance Services, Inc. owns all the shares of outstanding
stock.
56. Diversified Insurance Services Agency of America, Inc. (DISA
Hawaii), a licensed insurance broker incorporated in Hawaii. CM
Insurance Services, Inc. owns all the shares of outstanding
stock.
57. MassMutual Corporate Value Limited, a Cayman Islands corporation
that owns approximately 93% of MassMutual Corporate Value
Partners Limited. MassMutual Holding Company owns 43.68% of the
outstanding capital stock of MassMutual Corporate Value Limited.
58. CM Strategic Ventures, Inc., a Connecticut corporation that
serves as general partner in limited partnerships, all of the
stock of which is owned by G. R. Phelps & Co., Inc.
59. CML Investments I Corp., a Delaware corporation organized to
issue and sell notes and bonds secured by non-investment grade
corporate debt obligations. CML Investments I L.P. owns all the
outstanding stock.
60. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer
Integrity Funds, a Massachusetts
<PAGE>
business Trust. OVSF is a registered open-end investment company
of which MassMutual owns 29% of the outstanding shares of
beneficial interest.
61. OppenheimerFunds, Inc., a registered investment adviser
incorporated in Colorado, all of the stock of which is owned by
Oppenheimer Acquisition Corporation
62. Centennial Asset Management Corporation, a Delaware corporation
that serves as the investment adviser and general distributor of
the Centennial Funds. Oppenheimer Management Corporation owns all
the stock of Centennial Asset Management Corporation.
63. HarbourView Asset Management Corporation, a registered investment
adviser incorporated in New York, all the stock of which is owned
by Oppenheimer Management Corporation.
64. Main Street Advisers, Inc., a Delaware corporation, all the stock
of which is owned by Oppenheimer Management Corporation.
65. OppenheimerFunds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by
Oppenheimer Management Corporation.
66. Oppenheimer Partnership Holdings, Inc., a Delaware holding
company, all the stock of which is owned by Oppenheimer
Management Corporation.
67. Shareholder Financial Services, Inc., a transfer agent
incorporated in Colorado, all the stock of which is owned by
Oppenheimer Management Co Corporation.
68. Shareholder Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by Oppenheimer
Management Corporation.
69. Centennial Capital Corporation, a former sponsor of unit
investment trust incorporated in Delaware, all the stock of which
is owned by Centennial Asset
<PAGE>
Management Corporation.
MassMutual is the investment adviser to the following investment
companies, and as such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end
Massachusetts business trust.
2. MassMutual Participation Investors, a registered closed-end
Massachusetts business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts
business trust, all of the shares are owned by separate accounts
of MassMutual and companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end
Massachusetts business trust, all of the shares are owned by
MassMutual.
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation
that issued Collateralized Bond Obligations on or about May 1,
1991, owned equally by MassMutual interests (MassMutual and
MassMutual Holding Company) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Ltd., an off-shore
unregistered investment company.
Item 27. Number of Contract Owners
-------------------------
As of March 19, 1996, 794 Separate Account contracts are in
force.
Item 28. Indemnification
---------------
MassMutual directors and officers are indemnified under its by-laws.
No indemnification is provided with respect to any liability to any
entity which is registered as an investment company under the
Investment Company Act of 1940 or to the security holders thereof,
where the basis for such liability is willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
<PAGE>
involved in the conduct of office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of MassMutual pursuant to the foregoing
provisions, or otherwise, MassMutual has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by MassMutual of expenses incurred or paid by
a director, officer or controlling person of MassMutual in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, MassMutual will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Item 29. Principal Underwriters
----------------------
(a) MML Distributors, LLC, a wholly owned subsidiary of MassMutual also
acts as principal underwriter for Massachusetts Mutual Variable
Annuity Separate Accounts 1, 2 and 3, Massachusetts Mutual Variable
Life Separate Accounts I and II, MML Bay State Variable Life Separate
Account I, MML Bay State Variable Annuity Separate Account 1,
Panorama Separate Account, CML Variable Annuity Account A, CML
Variable Annuity Account B, CML Accumulation Annuity Account E,
Connecticut Mutual Variable Life Separate Account I, Panorama Plus
Separate Account, C.M. Multi-Account A, C.M. Life Variable Life
Separate Account A, and CML/OFFITBANK Separate Account.
(b) See response to Item 25.
(c) See the section captioned "Service Arrangements and Distribution" in
the Statement of Additional Information.
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
All accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are maintained by the Registrant through a
full service agreement between itself and ALLIANCE-ONE Services,
L.P., 301 West Eleventh Street, Kansas City, Missouri 64105.
Item 31. Management Related Services
---------------------------
None
Item 32. Undertakings
------------
(a) Registrant undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that
the audited financial statements in the Registration Statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
(b) Registrant undertakes to include either: (1) as part of any
application to purchase a contract offered by the prospectus, a space
that an applicant can check to request a Statement of Additional
Information; or (2) a post card or similar written communication
affixed to or included in the prospectus that the applicant can
remove to send for a Statement of Additional Information.
(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made
available under this Form promptly upon written or oral request.
(d) Registrant affirms that the Separate Account meets the definition of
a separate account under the Investment Company Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Annuity Separate Account 3, certifies that it
meets all of the requirements for effectiveness of this Post-Effective Amendment
No. 2 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused
this Post-Effective Amendment No. 2 to Registration Statement No. 33-83798 to be
signed on its behalf by the undersigned thereunto duly authorized, all in the
city of Springfield and the Commonwealth of Massachusetts, on the 24th day of
April, 1996.
MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 3
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor)
By: /s/ Thomas B. Wheeler*
----------------------------------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney filed herewith.
*Richard M. Howe
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 2 to Registration Statement No. 33-83798 has been signed by the following
persons in the capacities and on the duties indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas B. Wheeler* Chief Executive Officer April 24, 1996
- -------------------------- and
Thomas B. Wheeler Chairman of the Board
/s/ Daniel J. Fitzgerald* Executive Vice President, April 24, 1996
- -------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer
/s/ Roger G. Ackerman* Director April 24, 1996
- --------------------------
Roger G. Ackerman
/s/ James R. Birle* Director April 24, 1996
- --------------------------
James R. Birle
/s/ Frank C. Carlucci, III* Director April 24, 1996
- --------------------------
Frank C. Carlucci, III
<PAGE>
/s/ Gene Chao* Director April 24, 1996
- --------------------------
Gene Chao, Ph.D.
/s/ Patricia Diaz Dennis* Director April 24, 1996
- --------------------------
Patricia Diaz Dennis
/s/ Anthony Downs* Director April 24, 1996
- --------------------------
Anthony Downs
/s/ James L. Dunlap* Director April 24, 1996
- --------------------------
James L. Dunlap
/s/ William B. Ellis* Director April 24, 1996
- --------------------------
William B. Ellis, Ph.D.
/s/ Robert M. Furek* Director April 24, 1996
- --------------------------
Robert M. Furek
/s/ Charles K. Gifford* Director April 24, 1996
- --------------------------
Charles K. Gifford
/s/ William N. Griggs* Director April 24, 1996
- --------------------------
William N. Griggs
/s/ James G. Harlow, Jr.* Director April 24, 1996
- --------------------------
James G. Harlow, Jr.
/s/ George B. Harvey* Director April 24, 1996
- --------------------------
George B. Harvey
<PAGE>
/s/ Barbara B. Hauptfuhrer* Director April 24, 1996
- --------------------------
Barbara B. Hauptfuhrer
/s/ Sheldon B. Lubar* Director April 24, 1996
- --------------------------
Sheldon B. Lubar
/s/ William B. Marx, Jr.* Director April 24, 1996
- --------------------------
William B. Marx, Jr.
/s/ John F. Maypole* Director April 24, 1996
- --------------------------
John F. Maypole
/s/ Donald F. McCullough* Director April 24, 1996
- --------------------------
Donald F. McCullough
/s/ John J. Pajak* Director April 24, 1996
- --------------------------
John J. Pajak
/s/ Barbara S. Preiskel* Director April 24, 1996
- --------------------------
Barbara S. Preiskel
/s/ David E. Sams, Jr.* Director April 24, 1996
- --------------------------
David E. Sams, Jr.
/s/ Alfred M. Zeien* Director April 24, 1996
- --------------------------
Alfred M. Zeien
/s/ Richard M. Howe On April 24, 1996, as Attorney-in-Fact
- -------------------------- pursuant to powers of attorney filed herewith.
*Richard M. Howe
<PAGE>
REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------
As attorney to the Registrant, I, James Rodolakis, have reviewed this Post-
Effective Amendment No. 2 to Registration Statement No. 33-83798, and represent,
pursuant to the requirement of paragraph (e) of Rule 485 under the Securities
Act of 1933, that this Amendment does not contain disclosures which would render
it ineligible to become effective pursuant to paragraph (b) of said Rule 485.
/s/James Rodolakis
--------------------------------
James Rodolakis
Attorney
Massachusetts Mutual Life
Insurance Company
<PAGE>
EXHIBIT LIST
Exhibit 99.3.I.A Form of Distribution Agreement
Exhibit 99.3.I.B Form of Co-Underwriting Agreement
Exhibit 99.C.1 Written consent of Coopers & Lybrand L.L.P., independent
accountants.
Exhibit 99.5 Powers of Attorney
Exhibit 99.6 Schedule of Computation of Performance
Exhibit 27 Financial Data Schedule
<PAGE>
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Distributors, LLC ("MML DISTRIBUTORS") and Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
_______________ Separate Account (the "Separate Account"), a separate account of
MassMutual, as follows:
WHEREAS, the Separate Account was established on _____________ pursuant to
authority of the Board of Directors of MassMutual in order to set aside and
invest assets attributable to certain variable annuity contracts (the
"Contracts") issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, MassMutual intends for the Contracts to be sold by agents and brokers
who are required to be registered representatives of a broker-dealer that is
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MassMutual desires to engage MML DISTRIBUTORS, a broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to act as
the principal underwriter ("Underwriter") of the Contracts, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contracts as required under applicable federal and state
securities laws and NASD regulations, and MML DISTRIBUTORS desires to act as
Underwriter for the sale of the Contracts and to assume such responsibilities;
1
<PAGE>
NOW, THEREFORE, the parties hereto agree as follows:
1. Underwriter. MassMutual hereby appoints MML DISTRIBUTORS as, and MML
DISTRIBUTORS agrees to serve as, Underwriter of the Contracts during the
term of this Agreement for purposes of federal and state securities laws.
MassMutual reserves the right, however, to refuse at any time or times to
sell any Contracts hereunder for any reason, and MassMutual maintains
ultimate responsibility for the sales of the Contracts.
MML DISTRIBUTORS shall use reasonable efforts to sell the Contracts but does
not agree hereby to sell any specific number of Contracts and shall be free
to act as underwriter of other securities. MML DISTRIBUTORS agrees to offer
the Contracts for sale in accordance with the prospectus then in effect for
the Contracts.
2. Services. MML DISTRIBUTORS agrees, on behalf of MassMutual and the Separate
Account, and in its capacity as Underwriter, to undertake at its own expense
except as otherwise provided herein, to provide certain sales,
administrative and supervisory services relative to the Contracts as
described below, and otherwise to perform all duties that are necessary and
proper for the distribution of the Contracts as required under applicable
federal and state securities laws and NASD regulations.
3. Selling Group. MML DISTRIBUTORS may enter into sales agreements for the sale
of the Contracts with independent broker-dealer firms ("Independent
Brokers") whose registered representatives have been or shall be licensed
and appointed as life insurance agents of MassMutual. All such agreements
shall be in a form agreed to by MassMutual. All such agreements shall
provide that the Independent Brokers must assume full responsibility for
continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice (the "Rules") and all applicable federal and state
securities and insurance laws. All associated persons of such Independent
Brokers soliciting applications for the Contracts shall be duly and
appropriately licensed and appointed for the sale of the Contracts under the
Rules and applicable federal and state securities and insurance laws.
2
<PAGE>
4. Compliance and Supervision. All persons who are engaged directly or
indirectly in the operations of MML DISTRIBUTORS and MassMutual in
connection with the offer or sale of the Contracts shall be considered a
"person associated" with MML DISTRIBUTORS as defined in Section 3(a)(18) of
the 1934 Act. MML DISTRIBUTORS shall have full responsibility for the
securities activities of each such person as contemplated by Section 15 of
the 1934 Act.
MML DISTRIBUTORS shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities
of its registered representatives as required by the Rules and applicable
federal and state securities laws. Without limiting the generality of the
foregoing, MML DISTRIBUTORS agrees that it shall be fully responsible for:
(a) ensuring that no representative of MML DISTRIBUTORS shall offer or sell
the Contracts until such person is appropriately licensed, registered,
or otherwise qualified to offer and sell such Contracts under the
federal securities laws and any applicable securities laws of each
state or other jurisdiction in which such Contracts may be lawfully
sold, in which MassMutual is licensed to sell the Contracts, and in
which such person shall offer or sell the Contracts; and
(b) training and supervising MassMutual's agents and brokers who are also
registered representatives of MML DISTRIBUTORS for purposes of
complying on a continuous basis with the Rules and with federal and
state securities laws applicable in connection with the offering and
sale of the Contracts. In this connection, MML DISTRIBUTORS shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the
opinion of MML DISTRIBUTORS and MassMutual is necessary to
accomplish the purposes of this Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of
MML DISTRIBUTORS who sell the Contracts;
3
<PAGE>
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that MassMutual agents and
brokers who are also registered representatives of MML
DISTRIBUTORS recommend the purchase of the Contracts only upon
reasonable grounds to believe that the purchase of the Contracts
is suitable for such applicant; and
(v) impose disciplinary measures on agents of MassMutual who are
also registered representatives of MML DISTRIBUTORS as required.
The parties hereto recognize that any registered representative of MML
DISTRIBUTORS or Independent Broker selling the Contracts as
contemplated by this Agreement shall also be acting as an insurance
agent of MassMutual or as an insurance broker, and that the rights of
MML DISTRIBUTORS and Independent Broker to supervise such persons shall
be limited to the extent specifically described herein or required
under applicable federal or state securities laws or NASD regulations.
5. Registration and Qualification of Contracts. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as
shall from time-to-time be reasonably requested by MML DISTRIBUTORS for the
purpose of qualifying and maintaining qualification of the Contracts for
sale under applicable state law and for maintaining the registration of the
Separate Account and interests therein under the 1933 Act and the 1940 Act,
to the end that there will be available for sale from time-to-time such
amounts of the Contracts as MML DISTRIBUTORS may reasonably request.
MassMutual shall advise MML DISTRIBUTORS promptly of any action of the SEC
or any authorities of any state or territory, of which it is aware,
affecting registration or qualification of the Separate Account, or rights
to offer the Contracts for sale.
4
<PAGE>
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, MassMutual will forthwith prepare and
furnish to MML DISTRIBUTORS, without charge, amendments or supplements to
the Registration Statement sufficient to make the statements made in the
Registration Statement as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
6. Representations of MassMutual. MassMutual represents and warrants to MML
DISTRIBUTORS and to the Independent Brokers as follows:
(a) MassMutual is an insurance company duly organized under the laws of the
Commonwealth of Massachusetts and is in good standing and is authorized
to conduct business under the laws of each state in which the Contracts
are sold, that the Separate Account was legally and validly established
as a segregated asset account under the Insurance Code of
Massachusetts, and that the Separate Account has been properly
registered as a unit investment trust in accordance with the provisions
of the 1940 Act to serve as a segregated investment account for the
Contracts.
(b) All persons that will be engaging in the offer or sale of the Contracts
will be authorized insurance agents of MassMutual.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were or are
made, not materially misleading.
(d) MassMutual shall make available to MML DISTRIBUTORS copies of all
financial statements that MML DISTRIBUTORS reasonably requests for use
in connection with the offer and sale of the Contracts.
5
<PAGE>
(e) No federal or state agency or bureau has issued an order preventing or
suspending the offer of the Contracts or the use of the Registration
Statement, or of any part thereof, with respect to the sale of the
Contracts.
(f) The offer and sale of the Contracts is not subject to registration, or
if necessary, is registered, under the Blue Sky laws of the states in
which the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the applicable
state insurance laws in those states in which the Contracts shall be
offered for sale. In each state where such qualification is effected,
MassMutual shall file and make such statements or reports as are or may
be required by the laws of such state.
(h) This Agreement has been duly authorized, executed and delivered by
MassMutual and constitutes the valid and legally binding obligation of
MassMutual. Neither the execution and delivery of this Agreement by
MassMutual nor the consummation of the transactions contemplated herein
will result in a breach or violation of any provision of the state
insurance laws applicable to MassMutual, any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
7. Representations of MML DISTRIBUTORS. MML DISTRIBUTORS represents and
warrants to MassMutual as follows:
(a) MML DISTRIBUTORS is duly registered as a broker-dealer under the 1934
Act and is a member in good standing of the NASD and, to the extent
necessary to perform the activities contemplated hereunder, is duly
registered, or otherwise qualified, under the applicable securities
laws of every state or other jurisdiction in which the Contracts are
available for sale.
(b) This Agreement has been duly authorized, executed and delivered by MML
DISTRIBUTORS and constitutes the valid and legally binding obligation
of MML DISTRIBUTORS. Neither the execution and delivery of this
Agreement by MML DISTRIBUTORS nor the consummation of the transactions
contemplated herein will result in a breach or violation of any
provision of the federal or state securities laws
6
<PAGE>
or the Rules, applicable to MML DISTRIBUTORS, or any judicial or
administrative orders in which it is named or any material agreement or
instrument to which it is a party or by which it is bound.
(c) MML DISTRIBUTORS shall comply with the Rules and the securities laws of
any jurisdiction in which it sells, directly or indirectly, any
Contracts.
8. Expenses. MML DISTRIBUTORS shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and
distributing the Prospectuses, and all other expenses of preparing, printing
and distributing all other sales literature or material for use in
connection with offering the Contracts for sale.
9. Sales Literature and Advertising. MML DISTRIBUTORS agrees to ensure that it
uses and distributes only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in
effect in selling the Contracts. MML DISTRIBUTORS is not authorized to give
any information or to make any representations concerning the Contracts
other than those contained in the current Registration Statement filed with
the SEC or in such sales literature as may be authorized by MassMutual.
MML DISTRIBUTORS agrees to make timely filings with the SEC, the NASD, and
such other regulatory authorities as may be required of any sales literature
or advertising materials relating to the Contracts and intended for
distribution to prospective investors. MassMutual shall review and approve
all advertising and sales literature concerning the Contracts utilized by
MML DISTRIBUTORS. MML DISTRIBUTORS also agrees to furnish to MassMutual
copies of all agreements and plans it intends to use in connection with any
sales of the Contracts.
10. Applications. All applications for Contracts shall be made on application
forms supplied by MassMutual, and shall be remitted by MML DISTRIBUTORS or
Independent Brokers promptly, together with such forms and any other
required documentation, directly to MassMutual at the address indicated on
such
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application or to such other address as MassMutual may, from time to time,
designate in writing. All applications are subject to acceptance or
rejection by MassMutual at its sole discretion.
11. Payments. All money payable in connection with any of the Contracts, whether
as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of MassMutual and
shall be transmitted immediately in accordance with the administrative
procedures of MassMutual without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MML DISTRIBUTORS. Checks or money orders as payment
on any Contract shall be drawn to the order of "Massachusetts Mutual Life
Insurance Company." No cash payments shall be accepted by MML DISTRIBUTORS
in connection with the Contracts. Unless otherwise agreed to by MassMutual
in writing, neither MML DISTRIBUTORS nor any of MassMutual's agents nor any
broker shall have an interest in any surrender charges, deductions or other
fees payable to MassMutual as set forth herein.
12. Insurance Licenses. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. MassMutual reserves the right to refuse
to appoint any proposed agent or broker, and to terminate an agent or broker
once appointed. MassMutual agrees to be responsible for all licensing or
other fees required under pertinent state insurance laws to properly
authorize agents or brokers for the sale of the Contracts; however, the
foregoing shall not limit MassMutual's right to collect such amount from any
person or entity other than MML DISTRIBUTORS.
13. Agent/Broker Compensation. Commissions or other fees due all brokers and
agents in connection with the sale of Contracts shall be paid by MassMutual,
on behalf of MML DISTRIBUTORS, to the persons entitled thereto in accordance
with the applicable agreement between each such broker or agent and
MassMutual or a general agent thereof. MML DISTRIBUTORS shall assist
MassMutual in the payment of such amounts as MassMutual shall reasonably
request, provided that MML DISTRIBUTORS shall not be required to perform any
acts that would subject it to registration under the insurance laws of any
state. The
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responsibility of MML DISTRIBUTORS shall include the performance of all
activities by MML DISTRIBUTORS necessary in order that the payment of such
amounts fully complies with all applicable federal and state securities
laws. Unless applicable federal or state securities law shall require,
MassMutual retains the ultimate right to determine the commission rate paid
to its agents.
14. MML DISTRIBUTORS Compensation. As payment for its services hereunder, MML
DISTRIBUTORS shall receive an annual fee that has the following components:
(1) a fixed fee in the amount of $_____ per year, and (2) a variable fee in
the amount of ___ basis points (.000x) per year of new sales of the
Contracts. Payments shall commence and be made no later than December 31 of
the year in which a Contract is issued. The variable component of the fee
shall be paid to MML DISTRIBUTORS's affiliate, MML Insurance Agency, Inc.
("MMLIAI"). The fixed component shall be renegotiated annually commencing in
1997. The last agreed-to amounts for each of these fees shall remain in
effect until the new fees are mutually agreed upon and are set forth in
schedules attached hereto.
15. Books and Records. MML DISTRIBUTORS and MassMutual shall each cause to be
maintained and preserved for the period prescribed such accounts, books, and
other documents as are required of it by the 1934 Act and any other
applicable laws and regulations. In particular, without limiting the
foregoing, MML DISTRIBUTORS shall cause all the books and records in
connection with the offer and sale of the Contracts by its registered
representatives to be maintained and preserved in conformity with the
requirements of Rules 17a-3 and 17a-4 under the 1934 Act, to the extent that
such requirements are applicable to the Contracts. The books, accounts, and
records of MML DISTRIBUTORS and MassMutual as to all transactions hereunder
shall be maintained so as to disclose clearly and accurately the nature and
details of the transactions. The payment of premiums, purchase payments,
commissions and other fees and payments in connection with the Contracts by
its registered representatives shall be reflected on the books and records
of MML DISTRIBUTORS as required under applicable NASD regulations and
federal and state securities laws requirements .
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MML DISTRIBUTORS and MassMutual, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining
and preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts
kept pursuant to a requirement of applicable law or regulation, the ultimate
and legal responsibility for maintaining and preserving such books, records
and accounts shall be that of the party which is required to maintain or
preserve such books, records and accounts under the applicable law or
regulation, and such books, records and accounts shall be maintained and
preserved under the supervision of that party. MML DISTRIBUTORS and
MassMutual shall each cause the other to be furnished with such reports as
it may reasonably request for the purpose of meeting its reporting and
recordkeeping requirements under such regulations and laws, and under the
insurance laws of the Commonwealth of Massachusetts and any other applicable
states or jurisdictions.
MML DISTRIBUTORS and MassMutual each agree and understand that all
documents, reports, records, books, files and other materials required under
applicable Rules and federal and state securities laws shall be the property
of MML DISTRIBUTORS, unless such documents, reports, records, books, files
and other materials are required by applicable regulation or law to be also
maintained by MassMutual, in which case such material shall be the joint
property of MML DISTRIBUTORS and MassMutual. All other documents, reports,
records, books, files and other materials maintained relative to this
Agreement shall be the property of MassMutual. Upon termination of this
Agreement, all said material shall be returned to the applicable party.
MML DISTRIBUTORS and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and
other materials related to this Agreement. Such books, accounts, records,
files, and other materials shall remain confidential and shall not be
voluntarily disclosed to any other person or entity except as described
below in section 16.
16. Availability of Records. MML DISTRIBUTORS and MassMutual shall each submit
to all regulatory and administrative bodies having jurisdiction over the
sales of the Contracts, present or future, any information, reports, or
other material that
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any such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. In particular, without limiting the
foregoing, MassMutual agrees that any books and records it maintains
pursuant to paragraph 15 of this Agreement which are required to be
maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject to
inspection by the SEC in accordance with Section 17(a) of the 1934 Act and
Sections 30 and 31 of the 1940 Act.
17. Confirmations. MassMutual agrees to prepare and mail a confirmation for each
transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder.
Each such confirmation shall reflect the facts of the transaction, and the
form thereof will show that it is being sent on behalf of MML DISTRIBUTORS
or Independent Broker acting in the capacity of agent for MassMutual.
18. Indemnification. MassMutual shall indemnify MML DISTRIBUTORS, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and
against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including reasonable attorneys' fees and disbursements) resulting or
arising out of or based upon an allegation or finding that: (i) the
Registration Statement or any application or other document or written
information provided by or on behalf of MassMutual includes any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances under which they
are made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, written information furnished to
MassMutual by MML DISTRIBUTORS, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii)
there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MML DISTRIBUTORS will indemnify MassMutual, its officers, directors,
employees, agents and controlling persons and hold such persons harmless,
from and against any and all losses, damages, liabilities, claims, demands,
judgments, settlements, costs and expenses of any nature whatsoever
(including
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reasonable attorneys' fees and disbursements) resulting or arising out of or
based upon an allegation or finding that: (i) MML DISTRIBUTORS or its
registered representatives offered or sold or engaged in any activity
relating to the offer and sale of the Contracts which was in violation of
any provision of the federal securities laws or, (ii) there is a material
misrepresentation, material breach of warranty or material failure to
fulfill any covenant or warranty made or undertaken by MML DISTRIBUTORS
hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party of
the commencement thereof; but the omission to notify the indemnifying party
will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than under
this paragraph. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
19. Independent Contractor. MML DISTRIBUTORS shall be an independent contractor.
MML DISTRIBUTORS is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees. MML
DISTRIBUTORS assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
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20. Termination. Subject to termination as hereinafter provided, this Agreement
shall remain in full force and effect for the initial term of the Agreement,
which shall be for a two year period commencing on the date first above
written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of
the parties hereto. This Agreement shall automatically be terminated in the
event of its assignment. Subject to MassMutual's approval, however, MML
DISTRIBUTORS may delegate any duty or function assigned to it in this
agreement provided that such delegation is permissible under applicable law.
Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts
hereunder, including the settlement of monies due in connection with the
Contracts in effect at the time of termination or issued pursuant to
applications received by MassMutual prior to termination.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule, or otherwise,
the remainder of this Agreement shall not be affected thereby. This
Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
22. Non-exclusivity. The services of MML DISTRIBUTORS and MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML
DISTRIBUTORS and MassMutual shall be free to render similar services to
others so long as their services hereunder are not impaired or interfered
with hereby.
23. Amendment. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
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24. Interests in and of MML DISTRIBUTORS. It is understood that any of the
policyholders, directors, officers, employees and agents of MassMutual may
be a shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MML DISTRIBUTORS, any affiliated person of MML DISTRIBUTORS,
any organization in which MML DISTRIBUTORS may have an interest, or any
organization which may have an interest in MML DISTRIBUTORS; that MML
DISTRIBUTORS, any such affiliated person or any such organization may have
an interest in MassMutual; and that the existence of any such dual interest
shall not affect the validity hereof or of any transaction hereunder except
as otherwise provided in the Charter, Articles of Incorporation, or By-Laws
of MassMutual and MML DISTRIBUTORS, respectively, or by specific provision
of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to
be affixed, as of the day and year first above written.
ATTEST: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf
and on behalf of _______________
SEPARATE ACCOUNT
By: _______________________________
ATTEST: MML INVESTORS SERVICES, INC.
By: _______________________________
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<PAGE>
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this 1st day of May, 1996, by
and between MML Investors Services, Inc. ("MMLISI") and Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
____________________ Separate Account (the "Separate Account"), a separate
account of MassMutual, as follows:
WHEREAS, the Separate Account was established on ____________________, pursuant
to authority of the Board of Directors of MassMutual in order to set aside and
invest assets attributable to certain variable annuity contracts (the
"Contracts") issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contracts under the Securities Act of 1933, as amended, (the "1933 Act"); and
WHEREAS, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contracts under the 1933 Act; and
WHEREAS, MassMutual intends for the Contracts to be sold by its agents and
brokers who are required to be registered representatives of a broker-dealer
that is registered with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MassMutual desires to engage MMLISI, a broker-dealer registered with
the SEC under the 1934 Act and a member of the NASD, to act as a co-underwriter
("Co-underwriter") in connection with the distribution of the Contracts by the
full-time career contracted agents of MassMutual ("Agents") and certain other
brokers, and in connection therewith, to provide certain services and
supervision to such Agents and brokers who are also registered representatives
of MMLISI and who sell the Contracts, and to otherwise perform certain duties
and functions that are necessary and proper for the distribution of the
Contracts as required under applicable federal and state securities laws and
NASD regulations, and MMLISI desires to act as Co-underwriter for the sale of
the Contracts and to assume such responsibilities;
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NOW, THEREFORE, the parties hereto agree as follows:
1. Underwriter. MassMutual hereby appoints MMLISI as, and MMLISI agrees to
serve as, Co-underwriter of the Contracts during the term of this Agreement
for purposes of federal and state securities laws. MassMutual reserves the
right, however, to refuse at any time or times to sell any Contracts
hereunder for any reason, and MassMutual maintains ultimate responsibility
for the sales of the Contracts.
2. Services. MMLISI agrees, on behalf of MassMutual and in its capacity as Co-
underwriter, to undertake at its own expense except as otherwise provided
herein, to provide certain sales, administrative and supervisory services
relative to the Contracts as described below, and otherwise to perform all
duties that are necessary and proper for the distribution of the Contracts
as required under applicable federal and state securities laws and NASD
regulations.
3. Best Efforts. MMLISI shall use reasonable efforts to sell the Contracts but
does not agree hereby to sell any specific number of Contracts and shall be
free to act as underwriter of other securities. MMLISI agrees to offer the
Contracts for sale in accordance with the prospectus then in effect for the
Contracts.
4. Compliance and Supervision. All persons who are engaged directly or
indirectly in the operations of MMLISI and MassMutual in connection with the
offer or sale of the Contracts shall be considered a "person associated"
with MMLISI as defined in Section 3(a)(18) of the 1934 Act. MMLISI shall
have full responsibility for the securities activities of each such person
as contemplated by Section 15 of the 1934 Act.
MMLISI shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities
of its registered representatives as required by the NASD Rules of Fair
Practice (the "Rules") and applicable federal and state securities laws.
Without limiting the generality of the foregoing, MMLISI agrees that it
shall be fully responsible for:
(a) ensuring that no representative of MMLISI shall offer or sell the
Contracts until such person is appropriately licensed, registered, or
otherwise qualified to offer and
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sell such Contracts under the federal securities laws and any
applicable securities laws of each state or other jurisdiction in which
such Contracts may be lawfully sold, in which MassMutual is licensed to
sell the Contracts, and in which such person shall offer or sell the
Contracts; and
(b) training and supervising MassMutual's Agents and brokers who are also
registered representatives of MMLISI for purposes of complying on a
continuous basis with the Rules and with federal and state securities
laws applicable in connection with the offering and sale of the
Contracts. In this connection, MMLISI shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the
opinion of MMLISI and MassMutual is necessary to accomplish the
purposes of this Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of
MMLISI who sell the Contracts;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that MassMutual Agents and
brokers who are also registered representatives of MMLISI
recommend the purchase of the Contracts only upon reasonable
grounds to believe that the purchase of the Contracts is
suitable for such applicant; and
(v) impose disciplinary measures on agents of MassMutual who are
also registered representatives of MMLISI as required.
The parties hereto recognize that any registered representative of
MMLISI selling the Contracts as contemplated by this Agreement shall
also be acting as an insurance agent of MassMutual or as an insurance
broker, and that the rights of MMLISI to supervise such persons
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shall be limited to the extent specifically described herein or
required under applicable federal or state securities laws or NASD
regulations. Such persons shall not be considered employees of MMLISI
and shall be considered agents of MMLISI only as and to the extent
required by such laws and regulations. Further, it is intended by the
parties hereto that such persons are and shall continue to be
considered to have a common law independent contractor relationship
with MassMutual and not to be common law employees of MassMutual.
5. Registration and Qualification of Contracts. MassMutual has prepared or
caused to be prepared a registration statement describing the Contracts,
together with exhibits thereto (hereinafter referred to as the "Registration
Statement"). The Registration Statement includes a prospectus (the
"Prospectus") for the Contracts.
MassMutual agrees to execute such papers and to do such acts and things as
shall from time-to-time be reasonably requested by MMLISI for the purpose of
qualifying and maintaining qualification of the Contracts for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the
end that there will be available for sale from time-to-time such amounts of
the Contracts as MMLISI may reasonably be expected to sell. MassMutual shall
advise MMLISI promptly of any action of the SEC or any authorities of any
state or territory, of which it is aware, affecting registration or
qualification of the Separate Account, or rights to offer the Contracts for
sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were or are made,
true, complete or not misleading, MassMutual will forthwith prepare and
furnish to MMLISI, without charge, amendments or supplements to the
Registration Statement sufficient to make the statements made in the
Registration Statement as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
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<PAGE>
6. Representations of MassMutual. MassMutual represents and warrants to MMLISI
as follows:
(a) MassMutual is an insurance company duly organized under the laws of the
Commonwealth of Massachusetts and is in good standing and is authorized
to conduct business under the laws of each state in which the Contracts
are sold, that the Separate Account was legally and validly established
as a segregated asset account under the Insurance Code of
Massachusetts, and that the Separate Account has been properly
registered as a unit investment trust in accordance with the provisions
of the 1940 Act to serve as a segregated investment account for the
Contracts.
(b) All persons that will be engaging in the offer or sale of the Contracts
will be authorized insurance agents of MassMutual.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were or are
made, not materially misleading.
(d) MassMutual shall make available to MMLISI copies of all financial
statements that MMLISI reasonably requests for use in connection with
the offer and sale of the Contracts.
(e) No federal or state agency or bureau has issued an order preventing or
suspending the offer of the Contracts or the use of the Registration
Statement, or of any part thereof, with respect to the sale of the
Contracts.
(f) The offer and sale of the Contracts is not subject to registration, or
if necessary, is registered, under the Blue Sky laws of the states in
which the Contracts will be offered and sold.
(g) The Contracts are qualified for offer and sale under the applicable
state insurance laws in those states in which the Contracts shall be
offered for sale. In each state where such qualification is effected,
MassMutual shall file and make such statements or reports as are or may
be required by the laws of such state.
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<PAGE>
(h) This Agreement has been duly authorized, executed and delivered by
MassMutual and constitutes the valid and legally binding obligation of
MassMutual. Neither the execution and delivery of this Agreement by
MassMutual nor the consummation of the transactions contemplated herein
will result in a breach or violation of any provision of the state
insurance laws applicable to MassMutual, any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
7. Representations of MMLISI. MMLISI represents and warrants to MassMutual as
follows:
(a) MMLISI is duly registered as a broker-dealer under the 1934 Act and is
a member in good standing of the NASD and, to the extent necessary to
perform the activities contemplated hereunder, is duly registered, or
otherwise qualified, under the applicable securities laws of every
state or other jurisdiction in which the Contracts are available for
sale.
(b) This Agreement has been duly authorized, executed and delivered by
MMLISI and constitutes the valid and legally binding obligation of
MMLISI. Neither the execution and delivery of this Agreement by MMLISI
nor the consummation of the transactions contemplated herein will
result in a breach or violation of any provision of the federal or
state securities laws or the Rules, applicable to MMLISI, or any
judicial or administrative orders in which it is named or any material
agreement or instrument to which it is a party or by which it is bound.
(c) MMLISI shall comply with the Rules and the securities laws of any
jurisdiction in which it sells, directly or indirectly, any Contracts.
8. Expenses. MMLISI shall be responsible for all expenses incurred in
connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and
distributing the Prospectuses, and all other expenses of preparing, printing
and distributing all other sales literature or material for use in
connection with offering the Contracts for sale.
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<PAGE>
9. Sales Literature and Advertising. MMLISI agrees to ensure that its
registered representatives use only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in
effect in selling the Contracts. MMLISI is not authorized to give any
information or to make any representations concerning the Contracts other
than those contained in the current Registration Statement filed with the
SEC or in such sales literature as may be authorized by MassMutual.
MMLISI agrees to make timely filings with the SEC, the NASD, and such other
regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contracts and intended for
distribution to prospective investors. MassMutual shall review and approve
all advertising and sales literature concerning the Contracts utilized by
MMLISI. MMLISI also agrees to furnish to MassMutual copies of all agreements
and plans it intends to use in connection with any sales of the Contracts.
10. Applications. All applications for Contracts shall be made on application
forms supplied by MassMutual, and shall be remitted by MMLISI promptly,
together with such forms and any other required documentation, directly to
MassMutual at the address indicated on such application or to such other
address as MassMutual may, from time to time, designate in writing. All
applications are subject to acceptance or rejection by MassMutual at its
sole discretion.
11. Payments. All money payable in connection with any of the Contracts, whether
as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of MassMutual and
shall be transmitted immediately in accordance with the administrative
procedures of MassMutual without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MMLISI. Checks or money orders as payment on any
Contract shall be drawn to the order of "Massachusetts Mutual Life Insurance
Company." No cash payments shall be accepted by MMLISI in connection with
the Contracts. Unless otherwise agreed to by MassMutual in writing, neither
MMLISI nor any of MassMutual's Agents nor any broker shall have an interest
in any surrender charges, deductions or other fees payable to MassMutual as
set forth herein.
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<PAGE>
12. Insurance Licenses. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the Agents and brokers
selling the Contracts in all states or jurisdictions in which the Contracts
are offered for sale by such person. MassMutual reserves the right to refuse
to appoint any proposed Agent or broker, and to terminate an Agent or broker
once appointed. MassMutual agrees to be responsible for all licensing or
other fees required under pertinent state insurance laws to properly
authorize Agents or brokers for the sale of the Contracts; however, the
foregoing shall not limit MassMutual's right to collect such amount from any
person or entity other than MMLISI.
13. Agent/Broker Compensation. Commissions or other fees due all brokers and
Agents in connection with the sale of Contracts shall be paid by MassMutual,
on behalf of MMLISI, to the persons entitled thereto in accordance with the
applicable agreement between each such broker or Agent and MassMutual or a
general agent thereof. MMLISI shall assist MassMutual in the payment of such
amounts as MassMutual shall reasonably request, provided that MMLISI shall
not be required to perform any acts that would subject it to registration
under the insurance laws of any state. The responsibility of MMLISI shall
include the performance of all activities by MMLISI necessary in order that
the payment of such amounts fully complies with all applicable federal and
state securities laws. Unless applicable federal or state securities law
shall require, MassMutual retains the ultimate right to determine the
commission rate paid to its Agents.
14. MMLISI Compensation. As payment for its services hereunder, MMLISI shall
receive an annual fee in the amount of $______ per year. Payments shall
commence and be made no later than December 31 of the year in which a
Contract is issued.
15. Books and Records. MMLISI and MassMutual shall each cause to be maintained
and preserved for the period prescribed such accounts, books, and other
documents as are required of it by the 1934 Act and any other applicable
laws and regulations. In particular, without limiting the foregoing, MMLISI
shall cause all the books and records in connection with the offer and sale
of the Contracts by its registered representatives to be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under
the 1934 Act, to the extent that such requirements are applicable to the
Contracts. The books, accounts, and records of MMLISI and MassMutual as to
all transactions hereunder shall be
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<PAGE>
maintained so as to disclose clearly and accurately the nature and details
of the transactions. The payment of premiums, purchase payments, commissions
and other fees and payments in connection with the Contracts by its
registered representatives shall be reflected on the books and records of
MMLISI as required under applicable NASD regulations and federal and state
securities laws requirements.
MMLISI and MassMutual, from time to time during the term of this Agreement,
shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts
kept pursuant to a requirement of applicable law or regulation, the ultimate
and legal responsibility for maintaining and preserving such books, records
and accounts shall be that of the party which is required to maintain or
preserve such books, records and accounts under the applicable law or
regulation, and such books, records and accounts shall be maintained and
preserved under the supervision of that party. MMLISI and MassMutual shall
each cause the other to be furnished with such reports as it may reasonably
request for the purpose of meeting its reporting and recordkeeping
requirements under such regulations and laws, and under the insurance laws
of the Commonwealth of Massachusetts and any other applicable states or
jurisdictions.
MMLISI and MassMutual each agree and understand that all documents, reports,
records, books, files and other materials required under applicable Rules
and federal and state securities laws shall be the property of MMLISI,
unless such documents, reports, records, books, files and other materials
are required by applicable regulation or law to be also maintained by
MassMutual, in which case such material shall be the joint property of
MMLISI and MassMutual. All other documents, reports, records, books, files
and other materials maintained relative to this Agreement shall be the
property of MassMutual. Upon termination of this Agreement, all said
material shall be returned to the applicable party.
MMLISI and MassMutual shall establish and maintain facilities and procedures
for the safekeeping of all books, accounts, records, files, and other
materials related to this Agreement. Such books, accounts, records, files,
and other materials shall remain confidential and shall not be voluntarily
disclosed to any other person or entity except as described below in
section 16.
9
<PAGE>
16. Availability of Records. MMLISI and MassMutual shall each submit to all
regulatory and administrative bodies having jurisdiction over the sales of
the Contracts, present or future, any information, reports, or other
material that any such body by reason of this Agreement may request or
require pursuant to applicable laws or regulations. In particular, without
limiting the foregoing, MassMutual agrees that any books and records it
maintains pursuant to paragraph 15 of this Agreement which are required to
be maintained under Rule 17a-3 or 17a-4 of the 1934 Act shall be subject to
inspection by the SEC in accordance with Section 17(a) of the 1934 Act and
Sections 30 and 31 of the 1940 Act.
17. Confirmations. MassMutual agrees to prepare and mail a confirmation for each
transaction in connection with the Contracts at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being
sent on behalf of MMLISI acting in the capacity of agent for MassMutual.
18. Indemnification. MassMutual shall indemnify MMLISI, its registered
representatives, officers, directors, employees, agents and controlling
persons and hold such persons harmless, from and against any and all losses,
damages, liabilities, claims, demands, judgments, settlements, costs and
expenses of any nature whatsoever (including reasonable attorneys' fees and
disbursements) resulting or arising out of or based upon an allegation or
finding that: (i) the Registration Statement or any application or other
document or written information provided by or on behalf of MassMutual
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
written information furnished to MassMutual by MMLISI or its registered
representatives specifically for use in the preparation thereof, or (ii)
there is a misrepresentation, breach of warranty or failure to fulfill any
covenant or warranty made or undertaken by MassMutual hereunder.
MMLISI will indemnify MassMutual, its officers, directors, employees, agents
and controlling persons and hold such persons harmless, from and against any
and all losses, damages, liabilities, claims, demands, judgments,
settlements,
10
<PAGE>
costs and expenses of any nature whatsoever (including reasonable attorneys'
fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) MMLISI or its registered representatives
offered or sold or engaged in any activity relating to the offer and sale of
the Contracts which was in violation of any provision of the federal
securities laws or, (ii) there is a material misrepresentation, material
breach of warranty or material failure to fulfill any covenant or warranty
made or undertaken by MMLISI hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of
notice of the commencement of any action by a third party, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this paragraph 18, notify the indemnifying party of
the commencement thereof; but the omission to notify the indemnifying party
will not relieve the indemnifying party from liability which the
indemnifying party may have to any indemnified party otherwise than under
this paragraph. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
19. Independent Contractor. MMLISI shall be an independent contractor. MMLISI is
responsible for its own conduct and the employment, control and conduct of
its agents and employees and for injury to such agents or employees or to
others through its agents or employees. MMLISI assumes full responsibility
for its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
11
<PAGE>
20. Termination. Subject to termination as hereinafter provided, this Agreement
shall remain in full force and effect for the initial term of the Agreement,
which shall be for a two year period commencing on the date first above
written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of
the parties hereto. This Agreement shall automatically be terminated in the
event of its assignment. Subject to MassMutual's approval, however, MMLISI
may delegate any duty or function assigned to it in this agreement provided
that such delegation is permissible under applicable law. Upon termination
of this Agreement, all authorizations, rights and obligations shall cease
except the obligations to settle accounts hereunder, including the
settlement of monies due in connection with the Contracts in effect at the
time of termination or issued pursuant to applications received by
MassMutual prior to termination.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule, or otherwise,
the remainder of this Agreement shall not be affected thereby. This
Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
22. Non-exclusivity. The services of MMLISI and MassMutual to the Separate
Account hereunder are not to be deemed exclusive and MMLISI and MassMutual
shall be free to render similar services to others so long as their services
hereunder are not impaired or interfered with hereby.
23. Amendment. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument
executed by all parties hereto.
24. Interests in and of MMLISI. It is understood that any of the policyholders,
directors, officers, employees and agents of MassMutual may be a
shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MMLISI, any affiliated person of MMLISI, any organization in
which MMLISI
12
<PAGE>
may have an interest, or any organization which may have an interest in
MMLISI; that MMLISI, any such affiliated person or any such organization may
have an interest in MassMutual; and that the existence of any such dual
interest shall not affect the validity hereof or of any transaction
hereunder except as otherwise provided in the Charter, Articles of
Incorporation, or By-Laws of MassMutual and MMLISI, respectively, or by
specific provision of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and seals to
be affixed, as of the day and year first above written.
ATTEST: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its
behalf and on behalf of
_____________SEPARATE ACCOUNT
By: ______________________________
ATTEST: MML INVESTORS SERVICES, INC.
By:_______________________________
13
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in Post-Effective Amendment No. 2 to the
Registration Statement of Massachusetts Mutual Variable Annuity Separate Account
3 on Form N-4 (Registration No. 33-83798), of our report dated March 1, 1996 on
our audits of the supplemental financial statements of Massachusetts Mutual Life
Insurance Company, which, as more fully described in our report, give
retroactive effect to the merger of Massachusetts Mutual Life Insurance Company
and Connecticut Mutual Life Insurance Company, and which includes an explanatory
paragraph relating to the pending sale of a wholly-owned insurance subsidiary,
and our report dated February 9, 1996 on our audits of Massachusetts Mutual
Variable Annuity Separate Account 3. We also consent to the reference to our
Firm under the caption "Independent Accountants" in the Statement of Additional
Information.
Springfield, Massachusetts
April 26, 1996
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Daniel J. Fitzgerald, Chief Financial Officer of Massachusetts
Mutual Life Insurance Company("MassMutual"), does hereby constitute and appoint
Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson,
and each of them individually, as his true and lawful attorneys and agents.
Such attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Chief Financial Officer of MassMutual that said attorneys and agents may deem
necessary or advisable to enable MassMutual to comply with the Securities Act of
1933, as amended (the "1933 Act"), the Investment Company Act of 1940, as
amended (the "1940 Act"), and any rules, regulations, orders or other
requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Chief Financial Officer of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with the
Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Daniel J. Fitzgerald
- -------------------------------- --------------------------------
Daniel J. Fitzgerald Witness
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Thomas B. Wheeler, Chief Executive Officer and Chairman of the
Board of Directors of Massachusetts Mutual Life Insurance Company("MassMutual"),
does hereby constitute and appoint Lawrence V. Burkett, Thomas F. English,
Richard M. Howe, and Michael Berenson, and each of them individually, as his
true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Chief Executive Officer and Chairman of the Board of Directors of MassMutual
that said attorneys and agents may deem necessary or advisable to enable
MassMutual to comply with the Securities Act of 1933, as amended (the "1933
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and any
rules, regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This power of attorney applies to the
registration, under the 1933 Act and the 1940 Act, of shares of beneficial
interest of MassMutual separate investment accounts (the "MassMutual Separate
Accounts"). This power of attorney authorizes such attorneys and agents to sign
the Undersigned's name on his behalf as Chief Executive Officer and Chairman of
the Board of Directors of MassMutual to the Registration Statements and to any
instruments or documents filed or to be filed with the Commission under the 1933
Act and the 1940 Act in connection with such Registration Statements, including
any and all amendments to such statements, documents or instruments of any
MassMutual Separate Account, including but not limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Thomas B. Wheeler
- -------------------------------- --------------------------------
Thomas B. Wheeler Witness
Chief Executive Officer and
Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John J. Pajak, Vice Chairman of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as Vice Chairman of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as Vice Chairman of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ John J. Pajak
- -------------------------------- --------------------------------
John J. Pajak Witness
Vice Chairman of the Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James R. Birle, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ James R. Birle
- -------------------------------- --------------------------------
James R. Birle Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Frank C. Carlucci, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Frank C. Carlucci
- -------------------------------- --------------------------------
Frank C. Carlucci Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Gene Chao, a member of the Board of Directors of Massachusetts
Mutual Life Insurance Company("MassMutual"), does hereby constitute and appoint
Lawrence V. Burkett, Thomas F. English, Richard M. Howe, and Michael Berenson,
and each of them individually, as his true and lawful attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Gene Chao
- -------------------------------- --------------------------------
Gene Chao Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Patricia Diaz Dennis, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 19th day of February,
1996.
/s/ Patricia Diaz Dennis
- -------------------------------- --------------------------------
Patricia Diaz Dennis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Ellis, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ William B. Ellis
- -------------------------------- --------------------------------
William B. Ellis Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Robert M. Furek, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Robert M. Furek
- -------------------------------- --------------------------------
Robert M. Furek Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, George B. Harvey, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ George B. Harvey
- -------------------------------- --------------------------------
George B. Harvey Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, John F. Maypole, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ John F. Maypole
- -------------------------------- --------------------------------
John F. Maypole Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, David E. Sams, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as a member of the Board of Directors of MassMutual to the Registration
Statements and to any instruments or documents filed or to be filed with the
Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 19th day of February,
1996.
/s/ David E. Sams, Jr.
- -------------------------------- --------------------------------
David E. Sams, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Roger G. Ackerman, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Roger G. Ackerman
- -------------------------------- --------------------------------
Roger G. Ackerman Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Anthony Downs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Anthony Downs
- -------------------------------- --------------------------------
Anthony Downs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James L. Dunlap, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ James L. Dunlap
- -------------------------------- --------------------------------
James L. Dunlap Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Charles K. Gifford, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Charles K. Gifford
- -------------------------------- --------------------------------
Charles K. Gifford Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William N. Griggs, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ William N. Griggs
- -------------------------------- --------------------------------
William N. Griggs Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, James G. Harlow, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ James G. Harlow, Jr.
- -------------------------------- --------------------------------
James G. Harlow, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara B. Hauptfuhrer, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March, 1996.
/s/ Barbara B. Hauptfuhrer
- -------------------------------- --------------------------------
Barbara B. Hauptfuhrer Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Sheldon B. Lubar, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Sheldon B. Lubar
- -------------------------------- --------------------------------
Sheldon B. Lubar Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, William B. Marx, Jr., a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ William B. Marx, Jr.
- -------------------------------- --------------------------------
William B. Marx, Jr. Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Donald F. McCullough, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 1st day of March, 1996.
/s/ Donald F. McCullough
- -------------------------------- --------------------------------
Donald F. McCullough Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Barbara Scott Preiskel, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
her behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set her hand this 1st day of March, 1996.
/s/ Barbara Scott Preiskel
- -------------------------------- --------------------------------
Barbara Scott Preiskel Witness
Member, Board of Directors
<PAGE>
POWER OF ATTORNEY
MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------
The Undersigned, Alfred M. Zeien, a member of the Board of Directors of
Massachusetts Mutual Life Insurance Company ("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Thomas F. English, Richard M. Howe,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.
The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as a member of the Board of Directors of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of
attorney authorizes such attorneys and agents to sign the Undersigned's name on
his behalf as a member of the Board of Directors of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.
MassMutual Separate Investment Account C
Massachusetts Mutual Variable Annuity Fund 1
Massachusetts Mutual Variable Annuity Fund 2
Massachusetts Mutual Variable Annuity Separate Account 1
Massachusetts Mutual Variable Annuity Separate Account 2
Massachusetts Mutual Variable Annuity Separate Account 3
Massachusetts Mutual Variable Life Separate Account I
Massachusetts Mutual Variable Life Separate Account II
Panorama Separate Account
CML Variable Annuity Account A
CML Variable Annuity Account B
CML Accumulation Annuity Account E
Connecticut Mutual Variable Life Separate Account I
Panorama Plus Separate Account
CML/OFFITBANK Separate Account
The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the Undersigned has set his hand this 16th day of February,
1996.
/s/ Alfred M. Zeien
- -------------------------------- --------------------------------
Alfred M. Zeien Witness
Member, Board of Directors
<PAGE>
SCHEDULE OF COMPUTATION OF PERFORMANCE
LIFETRUST
The following examples are calculated in accordance with the methods described
in the Prospectus and Statement of Additional Information:
1. Standardized Average Annual Total Return
----------------------------------------
Assuming experience from Oppenheimer Capital Appreciation
$1,000 Purchase Payment on 11/14/94
Dates Unit Values
----- -----------
12/31/94 1.000949
12/31/95 1.308714
A $30 Annual Administrative Charge was charged on each contract anniversary.
For this calculation, it is prorated among divisions, with 16% allocated to
Capital Appreciation.
The deferred sales charge on 12/31/95 would have been 6% of the $1,000
contribution. The 10% free corridor was also applicable.
Standardized Average Annual Total Return for the period 12/31/94 - 12/31/95
Accumulated Value 12/31/95
([1000/1.00949] x 1.308714) - (.16)(30) = $1,302.67
Ending Redeemable Value on 12/31/95
1302.67 - (1000 x .9 x .06) = $1,248.67
Standardized Average Annual Total Return, 12/31/94 - 12/31/95
([1248.67/1000] - 1) x 100 = 24.87%
2. Percentage Change in Accumulation Unit Values
---------------------------------------------
Assuming experience from the Blend Division
Unit Value 12/31/94 0.999399
Unit Value 12/31/95 1.215444
Percentage Change in Unit Values for 1995: 21.62%
(1.215444 - 0.999399)/0.999399 x 100
<PAGE>
3. Annualized Accumulation Unit Value(AUV) Return
----------------------------------------------
For a one year period, the annualized AUV return is equal to the percentage
change in accumulation unit values.
For periods greater than one year, the annualized AUV return is an average
annual change in accumulation unit values, based on the percentage change.
Prior to November 14, 1994, the Accumulation Unit Values used are
hypothetical unit values based on the historical performance of the Funds
and the applicable contract expenses.
Assuming experience from the Blend Division
Unit Value 12/31/92 0.914271
Unit Value 12/31/95 1.215444
Percentage Change in Unit Values for the 3 year period ending 12/31/95:
32.94%
(1.215444 - 0.914271)/0.914271 x 100
Annualized AUV Return for the 3 year period ending 12/31/95: 9.96%
([1.3294 /\ (1/3)] - 1) x 100
The symbol /\ is being used to denote exponentiation.
4. Non-Standardized Average Annual Total Return
--------------------------------------------
Assuming experience from the Managed Bond Division
Single Purchase Payment 12/31/85 $10,000
Accumulated Value 12/31/95 $21,086
Average Annual Total Return: 7.75%
([21,086/10,000] /\ (1/10) - 1) x 100
The symbol /\ is being used to denote exponentiation.
<PAGE>
5. One Year Total Return
Assuming experience from the Equity Division
Single Purchase Payment 12/31/85 $10,000
Accumulated Value 12/31/94 $23,757
Accumulated Value 12/31/95 $30,706
One Year Total Return: 29.25%
([30,706 - 23,757]/23,757) x 100
6. 7-day Money Market Yield and Effective Yield
--------------------------------------------
Assuming experience from the MML Money Market Division For the period ending
12/31/95
Unit Value 12/22/95 1.045199
Unit Value 12/26/95 1.045648
Unit Value 12/31/95 1.046195
To get the change in value from 12/22/95 to 12/26/95, take 50% of the change
from 12/22/95 to 12/26/95:
([1.045648/1.045199] - 1)(.5) 0.000215
Change in value from 12/26/95 to 12/31/95:
(1.046195/1.045648) - 1 0.000523
Combine to get change in value from 12/24/95 to 12/31/95:
(0.000221 + 0.000535) 0.000738
Before administrative fee deduction
Yield: .000738 x (365/7) x 100 = 3.85%
Effective Yield: ([1.000738] /\ (365/7) - 1) x 100 = 3.92%
The symbol /\ is being used to denote exponentiation.
Administrative fee deduction is: 0.11%
After administrative fee deduction
Yield: 3.74%
Effective Yield: 3.81%
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 28,336,972
<INVESTMENTS-AT-VALUE> 29,212,554
<RECEIVABLES> 618,385
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,830,939
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 735
<TOTAL-LIABILITIES> 735
<SENIOR-EQUITY> 0
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<DIVIDEND-INCOME> 560,577
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 148,113
<NET-INVESTMENT-INCOME> 412,464
<REALIZED-GAINS-CURRENT> 191,357
<APPREC-INCREASE-CURRENT> 877,050
<NET-CHANGE-FROM-OPS> 1,480,871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 29,768,893
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 14,945,758
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
