As Filed with the Securities and Exchange Commission on October 16, 1998
Registration No. 33-__________________.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
INITIAL REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact name of Trust: Massachusetts Mutual Variable Life Separate
Account I
B. Name of Depositor: Massachusetts Mutual Life Insurance Company
C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:
D. Name and address of Ann Lomeli
Agent for Service Corporate Secretary
of Process: 1295 State Street
Springfield, MA 01111
It is proposed that this filing will become effective (check appropriate
box)
_________ immediately upon filing pursuant to paragraph (b)
of Rule 485.
_________ on _______________ pursuant to paragraph (b) of
Rule 485.
_________ 60 days after filing pursuant to paragraph (a)(1)
of Rule 485
_________ on ________________ pursuant to paragraph (a)(1)
of Rule 485.
_________ this post effective amendment designates a new
effective date for a previously filed post
effective amendment.
E. Title of Securities being registered: Flexible Premium Variable Adjustable
Life Insurance Policies
F. Approximate date of proposed public offering: As soon as practicable after
the effective date of this Registration Statement.
1
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
1 Cover Page; The Separate Account
2 Cover Page; The Separate Account
3 Investments of the Separate Account
4 Sales and Other Agreements
5 The Separate Account
6 The Separate Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Cover Page; Withdrawals; Termination;
Premiums; Death Benefits Under the Policy;
Free Look Provision; Account Value; Policy
Loan Privilege; The Separate Account;
Charges Under the Policy; Sales and Other
Agreements; When We Pay Proceeds; Payment
Options; Our Rights; Your Voting Rights;
General Provisions of the Policy
11 The Separate Account
12 The Separate Account; Sales and Other
Agreements
13 The Separate Account; Charges Under the
Policy
14 Premiums; The Separate Account; Sales and
Other Agreements
15 Premiums; The Separate Account
16 The Separate Account; Investment Return
17 Account Value; The Separate Account; Cash
Surrender Value; Withdrawals; Payment
Options
18 The Separate Account
2
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
20 Not Applicable
21 Policy Loan Privilege
22 Not Applicable
23 Bonding Arrangement
24 Limits on Our Right to Challenge the
Policy; Suicide Exclusion; Misstatement of
Age or Gender; Assignment; Beneficiary; Our
Rights; The Separate Account
25 Cover Page
26 Not Applicable
27 Cover Page; The Separate Account
28 Directors of MassMutual
29 Not Applicable
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Cover Page
36 Not Applicable
37 Not Applicable
38 Sales and Other Agreements
39 Sales and Other Agreements
3
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
Item No. of
Form N-8B-2 Caption
- ----------- -------
40 Sales and Other Agreements
41 Sales and Other Agreements
42 Not Applicable
43 Sales and Other Agreements
44 The Separate Account; Investment Return;
Charges for Federal Income Tax; Account
Value
45 Not Applicable
46 The Separate Account; Investment Return;
Cash Surrender Value
47 The Separate Account
48 The Separate Account
49 Not Applicable
50 The Separate Account
51 Cover Page; Underwriting; Availability;
Beneficiary; Reinstatement; Premiums
52 The Separate Account; Our Rights
53 Federal Income Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
4
Massachusetts Mutual Life Insurance Company
Flexible Premium Variable Adjustable Life Insurance
Subject to Completion.
Filed on__________________________
This prospectus describes a flexible premium variable adjustable life insurance
policy offered by Massachusetts Mutual Life Insurance Company ("MassMutual").
The policy provides lifetime insurance protection for as long as it remains in
force.
You, the policyowner, may allocate the net premium for Your policy among several
investment options. These investment options include a Guaranteed Principal
Account ("GPA") and thirty Separate Account Divisions of a segment of
Massachusetts Mutual Variable Life Separate Account I. Each of the Separate
Account Divisions invests in a corresponding Fund. The Separate Account
Divisions invest in the following Funds:
MML Series Investment Fund Oppenheimer Variable Account Funds
MML Small Cap Value Equity Fund Oppenheimer Global Securities Fund
MML Equity Fund Oppenheimer Small Cap Growth Fund
MML Equity Index Fund Oppenheimer Aggressive Growth Fund
MML Blend Fund Oppenheimer Growth Fund
MML Managed Bond Fund Oppenheimer Growth & Income Fund
Oppenheimer Multiple Strategies Fund
Panorama Series Fund, Inc. Oppenheimer High Income Fund
Panorama International Equity Portfolio Oppenheimer Strategic Bond Fund
Panorama Growth Portfolio Oppenheimer Bond Fund
Panorama Total Return Portfolio Oppenheimer Money Fund
MFS(R) Variable Insurance Trust/SM/ Goldman Sachs Variable Insurance Trust
MFS(R) New Discovery Series Goldman Sachs International Equity Fund
MFS(R) Emerging Growth Series Goldman Sachs Capital Growth Fund
MFS(R) Research Series Goldman Sachs Mid Cap Equity Fund
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs Growth and Income Fund
T. Rowe Price Equity Series, Inc. T. Rowe Price Fixed Income Series, Inc
T. Rowe Price New America Growth Portfolio T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
Fidelity Investments Variable Insurance Products Fund II
Contrafund Portfolio
The policy is "flexible" because You may select the timing and amount of premium
payments. The policy is "adjustable" because You may choose to increase or
decrease the death benefit and change the death benefit option under the policy.
The policy is "variable" because the death benefit may, and cash surrender value
will, vary.
MassMutual is a mutual life insurance company established in 1851 under the laws
of Massachusetts. We are licensed to transact life, accident and health
insurance business in all fifty states of the United States, the District of
Columbia, Puerto Rico and certain provinces of Canada. As of December 31, 1997,
We had total assets under management of $152 billion and unconsolidated
statutory assets of $57.5 billion. The mailing address for the Home Office is
Massachusetts Mutual Life Insurance Company, Springfield, Massachusetts
01111-0001. The telephone number is (413) 788-8411.
______________________1998
The Securities and Exchange Commission has not approved or disapproved these
securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be amended. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective.
This prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any state where the offer or sale is not permitted. This
prospectus is valid only when accompanied by the prospectuses of the Funds.
You should read and retain this prospectus.
Replacing existing insurance with the policy described in this prospectus may
not be to your advantage.
The policy is not available in all jurisdictions. This prospectus is not an
offering in any jurisdiction where the policy is not available. MassMutual has
not authorized any person to make any representations about the policy other
than those contained in this prospectus.
6
Table Of Contents Page
----
PART I - General Provisions of the Policy.............................. 5
Availability...................................................... 5
Underwriting...................................................... 5
Premiums.......................................................... 5
Planned Annual Premiums..................................... 5
Annual Cutoff Policy Premium................................ 5
Minimum Net First Policy Premium............................ 6
Minimum Case Premium........................................ 6
Minimum and Maximum Premium Payments........................ 6
Net Premium Allocation...................................... 6
Termination....................................................... 6
Grace Period................................................ 6
Safety Test................................................. 6
Safety Test Grace Period................................. 7
Death Benefit Under the Policy.................................... 7
Minimum Face Amount......................................... 7
Death Benefit Options....................................... 7
Changes in Selected Face Amount............................. 8
Account Value..................................................... 8
Investment Return........................................... 8
Cash Surrender Value........................................ 9
Transfers................................................... 9
Automated Account Value Transfer......................... 9
Automated Account Re-Balancing........................... 10
Withdrawals................................................. 10
Policy Loan Privilege............................................. 10
Source of Loan.............................................. 10
If Loans Exceed the Policy Account Value.................... 11
Interest.................................................... 11
Repayment................................................... 11
Interest Credited on Loaned Value........................... 11
Effect of Loan.............................................. 11
Charges Under the Policy.......................................... 12
Deductions from Premiums.................................... 13
Sales Load.............................................. 13
State Premium Tax Charge................................ 13
Deferred Acquisition Cost ("DAC") Tax Charge............ 13
Account Value Charges....................................... 13
Administrative Charge................................... 13
Cost of Insurance Charge................................ 13
Face Amount Charge...................................... 13
Rider Charge............................................ 13
Separate Account Charges.................................... 13
Mortality and Expense Risk Charge....................... 13
Charges for Federal Income Taxes........................ 14
Fund Charges................................................ 14
Other Charges............................................... 15
Withdrawal Charges...................................... 15
Loan Interest Rate Expense Charge....................... 15
Substitute Insured Charge............................... 15
The Separate Account.............................................. 15
7
Investments of the Separate Account............................ 15
MML Series Investment Fund................................... 16
Oppenheimer Variable Account Funds........................... 17
Panorama Series Fund, Inc.................................... 18
Goldman Sachs Variable Insurance Trust....................... 19
MFS(R) Variable Insurance Trust/SM/.......................... 19
T. Rowe Price Equity Series, Inc............................. 20
T. Rowe Price Fixed Income Series, Inc....................... 20
Fidelity Investments Variable Insurance Products Fund II..... 21
Fund Monitoring.............................................. 21
The Guaranteed Principal Account...................................... 21
PART II - Additional Provisions of the Policy.............................. 21
Paid-up Policy Date................................................... 21
Reinstatement......................................................... 22
Payment Options....................................................... 22
Fixed Amount Payment Option..................................... 22
Fixed Time Payment Option....................................... 22
Lifetime Payment Option......................................... 22
Interest Payment Option......................................... 22
Joint Lifetime Payment Option................................... 22
Joint Lifetime Payment Option with Reduced Payments............. 23
Withdrawal Rights under Payment Options......................... 23
Beneficiary........................................................... 23
Changing the Policyowner or Beneficiary............................... 23
Right to Substitute Insured........................................... 23
Assignment............................................................ 23
Dividends............................................................. 23
Limits on Our Right to Challenge the Policy........................... 23
Misstatement of Age or Gender......................................... 24
Suicide Exclusion..................................................... 24
When We Pay Proceeds.................................................. 24
Free Look Provision................................................... 24
Additional Benefits By Rider.......................................... 24
Supplemental Monthly Term Insurance Rider....................... 24
Waiver of Monthly Charges Rider................................. 24
PART III - Other Important Information..................................... 25
Federal Income Tax Considerations..................................... 25
Your Voting Rights.................................................... 27
Our Rights............................................................ 28
Records and Reports................................................... 28
Sales and Other Agreements............................................ 28
Commissions........................................................... 29
Bonding Arrangement................................................... 28
Legal Proceedings..................................................... 29
Experts............................................................... 29
Financial Statements.................................................. 29
Appendix A - Glossary...................................................... 30
Appendix B - Rates of Return............................................... 31
Appendix C - Hypothetical Illustrations.................................... 36
Appendix D - Directors of Massachusetts Mutual Life Insurance Company...... 39
Appendix E - Financial Statements.......................................... 45
8
Part I - General Provisions Of the Policy
This section of the prospectus describes the general provisions of the policy
and is subject to the terms of the policy. You may review a copy of the policy
upon request.
In the event of a conflict between the terms within this prospectus and the
terms of the policy, the policy terms will control.
Certain provisions of the policy as described in this prospectus may differ in a
particular state because of specific state requirements.
We define the following terms in Appendix A:
Case, Insured, Issue Date, Monthly Calculation Date, Net Premium, Policy
Anniversary, Policy Date, Policy Year, Policyowner, Valuation Date,
Valuation Period and Valuation Time.
Throughout the prospectus, MassMutual is referred to as We, Us or Our, and the
policyowner is referred to as You or Your.
Availability.
The policy is available on a case basis. We may define a case as one person. All
policies within a case are aggregated for purposes of determining policy dates,
loan rates and underwriting requirements. If an individual owns the policy as
part of an employer sponsored program, he or she may exercise all rights and
privileges under the policy through their employer or other sponsoring entity
acting as case administrator. After termination of the employment or other
relationship, the individual may exercise such rights and privileges directly
with MassMutual.
The minimum total selected face amount is $50,000 per policy. At the time of
issue, the insured must be age 20 through age 85 as of his/her birthday nearest
the policy date.
Underwriting.
We currently offer three different underwriting programs:
1. full underwriting;
2. simplified issue underwriting; and
3. guaranteed issue underwriting.
The cost of insurance charges vary depending on the type of underwriting We use.
Premiums.
There are four premium concepts under the policy:
1. Planned Annual Premium.
2. Annual Cutoff Policy Premium.
3. Minimum Net First Policy Premium.
4. Minimum Case Premium.
1. Planned Annual Premium.
You elect planned annual premiums in the application, and You may change the
amount at any time. Planned annual premiums are the basis for the policy's
premium billing. The planned annual premium may be subject to minimum and
maximum amounts depending on the selected face amount of the policy, the
insured's age, gender and tobacco use classification, and the amount of the
first premium paid.
There is no penalty if You do not pay the planned annual premium. Your
payment of this amount does not guarantee coverage for any period of time.
Even if You pay planned annual premiums, the policy terminates if the account
value becomes insufficient to pay account value charges and the grace period
expires without sufficient payment, unless Your policy meets the safety test.
2. Annual Cutoff Policy Premium.
The annual cutoff policy premium depends on the policy's initial selected
face amount and the insured's issue age, gender and tobacco use
classification. This premium establishes a threshold for Your policy's sales
loads. If You pay premiums that are below the annual cutoff policy premium, a
higher sales load will result than if You pay premiums that exceed the annual
cutoff policy premium.
The following table shows the annual cutoff policy premium at certain ages
for a policy with a selected face amount of $100,000 in all years, under
death benefit option 1.
9
ANNUAL CUTOFF POLICY PREMIUM
LEVEL $100,000 SELECTED FACE AMOUNT
(DEATH BENEFIT OPTION 1)
Issue Age
------------------------------
Class Age 25 Age 40 Age 55
----- ------ ------ ------
Male Tobacco $3,247 $5,315 $8,496
Female Tobacco $2,666 $4,395 $6,955
Unisex Tobacco $3,132 $5,131 $8,175
Male Non-Tobacco $2,639 $4,363 $7,183
Female Non-Tobacco $2,342 $3,883 $6,325
Unisex Non-Tobacco $2,580 $4,267 $7,009
Male UniTobacco $2,867 $4,705 $7,593
Female UniTobacco $2,431 $4,016 $6,450
Unisex UniTobacco $2,780 $4,567 $7,359
3. Minimum Net First Policy Premium.
You must pay the minimum net first policy premium and submit the application
and all other required forms in good order to Our Home Office before We will
issue Your policy. The minimum net first policy premium is twelve times an
amount equal to the first account value charges.
4. Minimum Case Premium.
The minimum case premium is $250,000 of first year annualized premium.
Minimum and Maximum Premium Payments.
While Your policy is in force, You may pay premiums at any time before the death
of the insured subject to certain restrictions. The minimum premium payment is
$100.00. If You choose the Guideline Premium Test, the maximum premium will be
stated on the Schedule Page of Your policy.
Regardless of whether You choose the Guideline Premium Test or the Cash Value
Accumulation Test, We have the right to refund a premium paid in any year if it
will increase the net amount at risk under the policy. Premium payments should
be sent to Our Home Office or to the address indicated for payment on the
premium reminder notice.
Net Premium Allocation.
You choose the percentages of Your net premiums to be allocated to the Separate
Account Divisions and/or the GPA. You may choose any whole-number percentages as
long as the total is 100%. You may allocate net premium payments to a maximum of
eight Separate Account Divisions and the GPA at any time. You may also change
Your allocation of future net premiums at any time without charge. To allocate
net premiums or to transfer account value to a ninth Separate Account Division,
You must transfer 100% of the account value from one or more of Your eight
selected Separate Account Divisions.
During Your free look period, we will apply Your first net premium to the
Oppenheimer Money Division, provided the premium equals or exceeds the minimum
net first policy premium. At the later of the end of the free look period or the
date We receive proper notice that You received Your policy, We will apply Your
account value to the GPA and/or Separate Account Divisions according to Your
instructions and subject to Our current allocation rules.
Termination.
We will not terminate Your policy for failure to pay premiums. Instead, We will
terminate Your policy if on a monthly calculation date:
. the account value less any policy debt is insufficient to cover the total
monthly deduction, and
. Your policy does not meet the safety test.
Your policy will then enter a 61-day grace period.
Grace Period.
We allow You 61 days to pay any premium necessary to cover an overdue monthly
deduction. You will receive a notice from Us which states the overdue amount and
premium due. During the 61-day grace period, the policy remains in force. Your
policy will terminate without value if We do not receive the premium due by the
later of 61 days or 31 days after We have mailed the written notice.
Safety Test.
The safety test is a lapse protection feature. If met, this test allows Your
policy to stay in force for a period of time even if there is insufficient
account value to cover the account value charges. You can never elect death
benefit option 2 or 3, and the insured cannot be in a substandard rating class
for the safety test to apply.
Your policy meets the safety test on any given monthly calculation date if:
. the sum of premiums paid; less
. any amounts withdrawn; less
10
. any rider charges, if applicable;
equals or exceeds the sum of monthly safety test premiums on that monthly
calculation date and all prior monthly calculation dates during the safety test
period.
If Your policy debt exceeds account value, Your policy will fail the safety
test.
The safety test only applies from the start of the policy date through the
safety test's expiration date. The safety test's expiration date is the later of
the policy anniversary nearest the insured's 70th birthday, or the tenth policy
anniversary.
Safety Test Grace Period.
If Your policy does not meet the safety test on any given monthly calculation
date, we will mail You, and any assignee indicated on Our records, a written
notice. This notice states the premium amount You need to pay to prevent
termination of the safety test. The safety test will expire 31 days after we
mail this written notice, unless You send in the required premium payment. Once
the safety test terminates, You cannot reinstate it.
Death Benefit Under the Policy.
The death benefit is the amount We pay to the designated beneficiary(ies) when
the insured dies. Upon receiving proof of death, We pay the beneficiary the
death benefit amount determined as of the date the insured dies. The beneficiary
may direct Us to pay all or part of the benefit in cash or to apply it under one
or more of Our payment options.
Minimum Face Amount.
To qualify as life insurance under federal tax laws currently in effect, the
policy has a minimum face amount. The minimum face amount is determined using
one of two allowable definitions of life insurance: (1) the Cash Value
Accumulation Test or (2) the Guideline Premium Test. You choose which test to
use on the application prior to the issuance of Your policy. Once You choose the
way We determine Your minimum face amount, You cannot change it after Your
policy is issued.
The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the insured's
age, gender and tobacco use classification.
Under the Guideline Premium Test, the minimum face amount is also equal to an
applicable percentage of the account value plus the refund of sales load, if
applicable, but the percentage varies only by age of insured.
Death Benefit Options.
In the application, You choose a selected face amount and death benefit option.
We offer three death benefit options:
1. Death Benefit Option 1:
----------------------
the death benefit is the greater of the selected face amount in effect
on the date of death or the minimum face amount in effect on the date
of death.
2. Death Benefit Option 2:
----------------------
the death benefit is the greater of (a) the sum of the selected face
amount in effect on the date of death plus the account value on the
date of death or (b) the minimum face amount in effect on the date of
death.
3. Death Benefit Option 3:
----------------------
the death benefit is the greater of (a) the selected face amount in
effect on the date of death, plus the sum of all premiums paid, less
withdrawals; or (b) the selected face amount in effect on the date of
death; or (c) the minimum face amount in effect on the date of death.
If the insured dies while the policy is in force, we will pay the death benefit
option in effect on the date of death, with the following adjustments:
. We add the part of any account value charges that apply for the
period beyond the date of death; and
. We deduct any policy debt outstanding on the date of death; and
. We deduct any account value charges unpaid as of the date of death.
If the insured dies after the first policy year, We will also include a pro-rata
share of any dividend allocated to the policy for the year death occurs.
Under death benefit options 1 and 3, the death benefit amount is unaffected by
Your policy's investment experience unless the death benefit is based on the
minimum face amount. Under death benefit option 2, the death benefit amount may
increase or decrease by investment experience.
We pay interest on the death benefit from the date of death to the date the
death benefit is paid or a payment option becomes effective. The interest rate
equals the rate determined under the interest payment option.
11
Example: The following example shows how the death benefit may vary as a result
of investment performance and death benefit option in effect on the date of
death.
Policy A Policy B
-------- --------
(a) Selected face amount: $100,000 $100,000
(b) Account value on date of
death, plus refund of sales
load, if applicable $40,000 $50,000
(c) Sum of premiums less
withdrawals $30,000 $40,000
(d) Minimum face amount
percentage on date of death: 240% 240%
(e) Minimum face amount
(b x d): $96,000 $120,000
Death benefit if
death benefit option 1
is in effect
[greater of (a) or (e)]: $100,000 $120,000
Death benefit if
death benefit option 2
is in effect [greater of
(a + b) or (e)]: $140,000 $150,000
Death benefit if
death benefit option 3
is in effect [greater of
(a + c) or (a) or (e)]: $130,000 $140,000
The examples assume no additions to or deductions from the selected face amount
or minimum face amount are applicable.
Changes In Selected Face Amount.
You may increase the selected face amount by written request six months after
policy issue or six months after a previous increase. We may request adequate
evidence of insurability for an increase. We will not allow an increase in the
selected face amount after the policy anniversary date nearest the insured's
85th birthday. Additionally, any increase in the selected face amount will be
effective on the monthly calculation date which is on, or next follows, the
later of:
. 15 days after We have received and approved Your written request for
such change; or
. the requested effective date of the change.
Any increase must be for at least $10,000.
You may also decrease Your policy's selected face amount. We allow a decrease in
the selected face amount only once per policy year. The selected face amount
after a decrease must be at least $50,000. Any requested decrease in the
selected face amount will be effective on the monthly calculation date which is
on, or next follows the later of:
. 15 days after We receive and approve Your written request for such
change; or
. the requested effective date of the change.
Account Value.
The account value of Your policy is the value in the Separate Account Divisions
plus the value in the GPA. Initially, this value equals the net amount of the
first premium You paid under the policy. We apply this amount to the Oppenheimer
Money Division until the later of: (1) the expiration of the free look period or
(2) the date We receive proper notice that You have received Your policy. The
account value is then allocated among the Separate Account Divisions and/or the
GPA according to Your instructions, subject to applicable restrictions.
The purchase and sale of accumulation units will affect Your account value in
the Separate Account Divisions. We purchase and sell units at the unit value as
of the valuation time on the valuation date if We receive Your transaction
request before the valuation time. Otherwise, We will purchase and sell units to
complete Your request at the unit value as of the valuation time on the next
following valuation date, or a later date if You request. We determine unit
values on each valuation date.
Investment Return.
The investment return of a policy is based on:
. The account value held in each Separate Account Division for that
policy;
. The investment experience of each Separate Account Division as
measured by its actual net rate of return; and
. The interest rate credited on account value held in the GPA.
The investment experience of a Separate Account Division reflects:
. increases or decreases in the net asset value of the shares of the
underlying Fund;
. any dividend or capital gains distributions declared by the Fund;
and
12
. any charges against the assets of the Separate Account Division.
We determine the investment experience each day on each valuation date. The
actual net rate of return for a Separate Account Division measures the
investment experience from the end of one valuation date to the end of the next
valuation date.
Cash Surrender Value.
You may surrender Your policy for its cash surrender value at any time while the
insured is living. The cash surrender value is:
. Account value; less
. Any outstanding policy debt; plus
. The refund of sales load, if applicable.
There is no surrender charge.
If You surrender Your policy within the first two policy years, We will refund a
portion of the sales load, as part of the cash surrender value. If you surrender
Your policy in the first policy year, We will reimburse 65% of the sales load
collected for that year. If You surrender Your policy in the second policy year,
We will reimburse 30% of the sales load collected in the first policy year.
Your surrender is effective on the date We receive the policy and a written
request in proper form at Our Home Office, unless You select a later effective
date. If, however, We receive Your surrender request on a date that is not a
valuation date or after a valuation time, then Your surrender will be effective
on the next valuation date.
Transfers.
You may transfer all or part of the account value among the policy's Separate
Account Divisions and the GPA by written request. In Your transfer request, You
must indicate the dollar amount or the whole-number percentage You wish to
transfer. There is no limit on the number of transfers You may make from the
Separate Account Divisions.
You may maintain account value in a maximum of eight Separate Account Divisions
and the GPA at any one time. If You want to transfer net premium or transfer
account value to a ninth Division, You must transfer 100% of the account value
from one or more of the eight active Separate Account Divisions.
You may transfer all account value in the Separate Account to the GPA at any
time without incurring a fee. The transfer will take effect when We receive Your
signed, written request.
We will consider all transfers made on one valuation date to be one transfer.
We currently do not charge a fee for transfers. We, however, reserve the right
to charge a fee for transfers if there are more than six transfers in a policy
year. This fee will not exceed $10 per transfer.
You may only transfer account value from the GPA to the Separate Account once
per policy year. This transfer must occur within the 31-day period following
your policy anniversary date. This transfer may not exceed 25% of Your account
value in the GPA at the time of Your transfer. For purposes of this transfer
restriction, Your account value in the GPA does not include policy debt.
However, You may transfer 100% of Your account value in the GPA to the Separate
Account if:
. You have transferred 25% of Your account value in the GPA in each of
the previous three policy years, and
. You have not allocated premium payments or made transfers to the GPA
during any of the previous three policy years, except as a result of a
policy loan.
You cannot transfer GPA account value equal to any policy debt.
Automated Account Value Transfer.
Automated account value transfer allows You to make monthly transfers of account
value in a Separate Account Division to any combination of Separate Account
Divisions and the GPA. You must specify the amount You wish to transfer as a
dollar amount or a whole-number percentage. Automated account value transfers
are not available from more than one Separate Account Division or from the GPA.
We consider this process as one transfer per policy year.
You can elect, change or cancel automated account value transfer on any
valuation date, provided We receive Your request in proper form. We will only
make transfers on the monthly calculation date. The effective date of the first
automated transfer will be the first monthly calculation date after We receive
Your request at Our Home Office. If We receive Your request before the end of
the free look period, Your first automated transfer will occur at the end of
this period.
Transfers will occur automatically. However, You must specify:
13
. the Separate Account Division We are to transfer from; and
. the Separate Account Division(s) and/or GPA We are to transfer to; and
. the length of time during which transfers will continue.
If Your transfer amount is greater than Your account value in the Separate
Account Division We are transferring from, then We will transfer Your remaining
value in that Division in the same proportion as Your previously transferred
amounts. We will not process any more automated transfers thereafter.
Automated Account Re-Balancing.
Automated account re-balancing permits You to maintain a specified whole-number
percentage of Your account value in any combination of the Separate Account
Divisions and the GPA. We must receive written request for automated account
re-balancing in proper form. Then, We will make transfers on a quarterly basis
to and from the Separate Account Divisions and the GPA to re-adjust Your account
value to Your specified percentage.
This program allows You to maintain a specific fund allocation. Quarterly
re-balancing is based on Your policy year. We will re-balance Your account value
only on a monthly calculation date. We consider automated account re-balancing
as one transfer per policy year.
You can elect or cancel automated account re-balancing on any valuation date,
provided We receive Your request in proper form. You may only change allocation
percentages once each policy year. In addition, You may only reduce Your
allocation to the GPA by up to 25% once each policy year.
The effective date of the first automated re-balancing will be the first monthly
calculation date after We receive Your request at the Home Office. If We receive
the request before the end of the free look period, Your first re-balancing will
occur at the end of the free look period. The automated account re-balancing
program is not subject to the restrictions on transfers from the GPA to the
Separate Account.
You may participate in either the automated account value transfer program or
the automated account re-balancing program at one time.
Withdrawals.
After Your policy has been in force for six months, You can withdraw value from
Your policy on any monthly calculation date. You must send written request to
Our Home Office.
. Minimum withdrawal amount: $100 (before deducting the withdrawal
-------------------------
charge).
. Maximum withdrawal amount: account value, less policy debt, less an
-------------------------
amount equal to twelve multiplied by the most recent account value
charges for Your policy.
We deduct the withdrawal amount from Your account value as of the valuation time
on the applicable monthly calculation date. You must specify the GPA or the
Separate Account Division(s) from which the withdrawal is to be made. If You do
not specify otherwise, We will withdraw the amount in proportion from Your
values in the Separate Account Divisions and the GPA. The withdrawal amount may
not exceed the non-loaned account value of a Separate Account Division or GPA.
We deduct a charge of 2.0% of the amount You withdraw. This charge will not
exceed $25.00. We will reduce Your account value by the amount of the
withdrawal. If necessary, We will reduce Your policy's selected face amount to
prevent an increase in the amount at risk, unless You provide Us with
satisfactory evidence of insurability. Withdrawals may have tax consequences.
Policy Loan Privilege.
You can take a loan on Your policy at any time while the insured is living. The
maximum loan is:
. Your account value at the time of the loan; less
. any outstanding policy debt before the new loan; less
. interest on the loan being made and on any outstanding policy debt
to the next policy anniversary date; less
. an amount equal to the most recent account value charge for the
policy multiplied by the number of monthly calculation dates
remaining, up to and including, the next policy anniversary date.
You must properly assign Your policy to Us as collateral for the loan.
Source of Loan.
We deduct Your requested loan amount from the Separate Account Divisions and the
GPA in proportion
14
to the non-loaned account value of each on the date of the loan request. We
liquidate shares taken from the Separate Account Divisions and transfer the
resulting dollar amounts to the GPA. We may delay any loan from the GPA for up
to six months. We may also delay any loan from the Separate Account if:
. the New York Stock Exchange is closed, except for normal weekend and
holiday closings, or
. trading is restricted, or
. the Securities and Exchange Commission determines that an emergency
exists, or
. the Securities and Exchange Commission permits Us to delay payment.
If Loans Exceed the Policy Account Value.
Policy debt is Your outstanding loan balance, including accrued interest. Policy
debt must not exceed Your account value. If this limit is reached, We may
terminate the policy, even if Your policy meets the safety test. If We terminate
Your policy for this reason, We will notify You, and any assignee shown on our
records, in writing. This notice states the amount necessary to bring the policy
debt back within the limit. If We do not receive a payment within 31 days after
the date We mailed the notice, the policy terminates without value at the end of
those 31 days. Termination of a policy under these circumstances could cause You
to recognize gross income.
Interest.
On the Application, You may select a loan interest rate of 6% per year or, where
permitted, an adjustable loan rate. All policies within a case must have the
same fixed or adjustable loan rate. We set the adjustable loan rate each year
that will apply for the next policy year. The maximum rate is based on the
monthly average of the composite yield on seasoned corporate bonds as published
by Moody's Investors Service. If Moody's is no longer published, We will use a
substantially similar average. The maximum rate is the greater of:
. the published monthly average for the calendar month ending two months
before the policy year begins; or
. 5%.
We will increase the rate if the maximum limit is at least 1/2% higher than the
rate in effect for the previous year. We will decrease the rate if the maximum
limit is at least 1/2% lower than the rate in effect for the previous year.
Interest accrues daily, becoming part of the policy debt. Interest is due on
each policy anniversary. If You do not pay interest when due, We will add the
interest to the loan, and it will bear interest at the same rate. We treat any
interest capitalized on a policy anniversary the same as a new loan. We will
deduct this capitalized interest from the Separate Account Divisions and the GPA
in proportion to the non-loaned account value in each.
Repayment.
You may repay all or part of any policy debt at any time while Your policy is in
force. Upon repayment, We will transfer values equal to the repayment from the
loaned portion of the GPA to the non-loaned portion of the GPA and the
applicable Separate Account Division(s). We will transfer the repayment in
proportion to the non-loaned value in each Separate Account Division and/or the
GPA at the time of repayment. If You do not repay the loan, We deduct the loan
amount due from the surrender value or death benefit.
Interest Credited on Loaned Value.
The amount equal to any outstanding policy loans is held in the GPA. This amount
is credited with interest at a rate which is the greater of 3.0% or Your policy
loan rate, less a MassMutual declared charge guaranteed not to exceed 3.0%. The
current charge varies by policy year as follows:
. Policy years 1 through 15: 0.75%.
. Policy years 16 through 30: 0.55%.
. Policy years 31 and thereafter: 0.45%.
Effect of Loan.
Your policy loan reduces the death benefit and cash surrender value under the
policy by the amount of the loan. Your repayment of the loan increases the death
benefit and cash surrender value by the amount of the repayment.
As long as a loan is outstanding, a portion of Your policy's account value equal
to the loan is held in the GPA. The Separate Account's investment performance
does not affect this amount. Tax consequences may result if You have policy debt
when you surrender Your policy.
15
Charges Under The Policy.
We deduct certain charges for providing the insurance benefits under Your
policy, for administering Your policy, for assuming certain risks and for
incurring certain expenses in distributing Your policy. A summary of these
charges is as follows, and a more detailed description follows this chart:
- -----------------------------------------------------------------------------------------------------------------------------------
Charges Current Rate Guaranteed Rate
- -----------------------------------------------------------------------------------------------------------------------------------
Deductions from Sales Load Charge Policy years 1 - 7: 10% of premiums up to Policy years 1 - 7: 10% of premiums up to
Premium annual cutoff policy premium annual cutoff policy premium
Policy years 8+: 2.5% of premiums up to Policy years 8+: 2.5% of premiums up to
annual cutoff policy premium annual cutoff policy premium
All policy years: 1% of premiums in excess of All policy years: 1% of premiums in excess
the annual cutoff policy premium of the annual cutoff policy premium
- -----------------------------------------------------------------------------------------------------------------------------------
State Premium Tax 0% to 4% of each premium, depending on This charge will always equal the applicable
Charge Your state's applicable rate state rate
- -----------------------------------------------------------------------------------------------------------------------------------
Deferred 1% of each premium This charge will always represent the
Acquisition Cost federal acquisition deferred cost tax
Tax Charge
- -----------------------------------------------------------------------------------------------------------------------------------
Account Value Administrative $5.25 per month ($63.00 annually) $9.00 per month ($108.00 annually)
Charges Charge
- -----------------------------------------------------------------------------------------------------------------------------------
Cost of Insurance A per thousand rate multiplied by the amount The maximum monthly cost of insurance charge
Charge at risk each month. This charge varies by for each $1,000 of insurance is shown in the
the insured's gender, issue age and tobacco Table of Maximum Monthly Mortality Charges
classification; the policy year We make the in Your policy
deduction; the rating class of Your policy
and the underwriting classification of the
case
- -----------------------------------------------------------------------------------------------------------------------------------
Face Amount Charge Issue Age 20-24 Issue Age 20-24
(for fully Policy years 1-20: $0.00167 per month Policy years 1-20: $0.00167 per month
underwritten of a specified amount of a specified amount
policies) Policy years 21+: 0 Policy years 21+: 0
Issue Age 25-34 Issue Age 25-34
Policy years 1-15: $0.00250 per month Policy years 1-15: $0.00250 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 35-39 Issue Age 35-39
Policy years 1-15: $0.00292 per month Policy years 1-15: $0.00292 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 40-44 Issue Age 40-44
Policy years 1-15: $0.00333 per month Policy years 1-15: $0.00333 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 45-49 Issue Age 45-49
Policy years 1-15: $0.00375 per month Policy years 1-15: $0.00375 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 50-85 Issue Age 50-85
Policy years 1-4: $0.01667 per month of Policy years 1-4: $0.01667 per month
a specified amount of a specified amount
Policy years 5+: 0 Policy years 5+: 0
- -----------------------------------------------------------------------------------------------------------------------------------
Separate Account Mortality and Policy years 1 through 15: 0.60% annually of Any policy year: 1.0%
Charges Expense Risks each Separate Account Division's assets
Charge Policy years 16-30: 0.40% annually of each
Separate Account Division's assets
Policy years 31+: 0.30% annually of each
Separate Account Division's assets
- -----------------------------------------------------------------------------------------------------------------------------------
16
- -----------------------------------------------------------------------------------------------------------------------------------
Fund Charges SEE FUND CHARGE TABLE SEE FUND CHARGE TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
Other Charges Withdrawal Charge 2.0% of the withdrawn amount, 2.0% of the withdrawn amount,
but not greater than $25.00 but not greater than $25.00
- -----------------------------------------------------------------------------------------------------------------------------------
Substitute Insured Charge $75.00 $75.00
- -----------------------------------------------------------------------------------------------------------------------------------
Loan Interest Policy years 1-15: 0.75% 3%
Crediting Rate Policy years 16-30: 0.55%
Charge Policy years 31+: 0.45%
- -----------------------------------------------------------------------------------------------------------------------------------
Deductions from Premiums.
Prior to applying Your premium to the GPA or the selected Separate Account
Divisions, We deduct a sales load, state premium tax and a deferred acquisition
cost tax charge from Your premium.
Sales Load.
We deduct a sales load from Your premium for the expenses related to the sales
and distribution of the policies. We will refund a portion of the sales load to
You, as part of the cash surrender value, if You surrender Your policy within
the first two policy years.
State Premium Tax Charge.
States assess premium taxes at various rates. We currently deduct the applicable
state rate from each premium to cover premium taxes assessed against MassMutual
by the states. The state rate will be either the Massachusetts rate or the
applicable state rate.
We may increase or decrease this charge if there is any change in the tax or
change of residence. You should notify MassMutual of any residence change. Any
change in this charge will be effective immediately.
Deferred Acquisition Cost ("DAC") Tax Charge.
This charge is related to MassMutual's federal income tax burden, under Internal
Revenue Code Section 848.
Account Value Charges.
On each monthly calculation date, We deduct from Your account value the
following charges:
1. An administrative charge;
2. A cost of insurance charge;
3. A face amount charge (if applicable); and
4. Any rider charge (if applicable).
We deduct these charges from Your account value in proportion to the non-loaned
account value in the Separate Account and the GPA.
1. Administrative Charge.
We deduct a monthly charge for costs We incur for providing certain
administrative services.
2. Cost of Insurance Charge.
(We refer to this charge as the "Mortality Charge" in Your policy.) We deduct a
cost of insurance charge on each monthly calculation date. This charge is based
on the:
. Insured's gender;
. Insured's issue age;
. Insured's tobacco use classification;
. Policy year in which We make the deduction;
. Rating class of the policy; and
. Underwriting classification of the case.
This charge may vary monthly because it is determined by multiplying the
applicable cost of insurance rates by the amount at risk each policy month. We
will apply any change in this charge to all policies in the same class.
3. Face Amount Charge.
We currently deduct a monthly face amount charge from policies that are issued
under a full underwriting basis. We base this charge on the greater of the
initial selected face amount or the first premium multiplied by the applicable
minimum face amount percentage. The charge will not be based on an amount
greater than $10 million. This charge is fixed for a set number of policy years.
4. Rider Charge.
We will deduct applicable monthly rider charges for any additional benefits We
provide to You by rider.
Separate Account Charges
Mortality and Expense Risk Charge.
(We refer to this charge as the "Net Investment Factor Asset Charge" in Your
policy.) We charge the Separate Account Divisions for the mortality and expense
risks We assume. This charge varies by policy year, and We deduct it from the
value of each Division's assets attributable to the policies.
The mortality risk We assume is that the group of
17
lives insured under Our policies may, on average, live for shorter periods of
time than We estimated. The expense risk We assume is that Our costs of issuing
and administering policies may be more than We estimated.
If all the money We collect from this charge is not needed to cover death
benefits and expenses, it will be Our gain. We will use this gain for any
purpose, including payment of sales commissions. If the money We collect is
insufficient, We will still provide for all death benefits and expenses.
Charges for Federal Income Taxes.
We do not currently charge the Separate Account Divisions for federal income
taxes attributable to them. However, We reserve the right to eventually charge
the Separate Account Divisions to provide for future federal income tax
liability of the Separate Account Divisions.
Fund Charges.
The value of the Separate Account Divisions' assets will reflect investment
management fees and other expenses of the Funds. The following table shows the
Funds' total fund operating expenses expressed as a percentage of average net
assets for the year ended December 31, 1997:
Total
Fund
Management Other Operating
Fund / Portfolio Name Fees Expenses Expenses
- -----------------------------------------------------------------------
MML Small Cap Value Equity(1)(2) 0.65% 0.11% 0.76%
MML Equity(1) 0.35% 0.00% 0.35%
MML Equity Index(6) 0.26% 0.11% 0.37%
MML Blend(1) 0.38% 0.00% 0.38%
MML Managed Bond(1) 0.44% 0.03% 0.47%
Oppenheimer Global Securities 0.70% 0.06% 0.76%
Oppenheimer Small Cap Growth(3) 0.75% 0.08% 0.83%
Oppenheimer Aggressive Growth 0.71% 0.02% 0.73%
Oppenheimer Growth 0.73% 0.02% 0.75%
Oppenheimer Growth & Income 0.75% 0.08% 0.83%
Oppenheimer Multiple Strategies 0.72% 0.03% 0.75%
Oppenheimer High Income 0.75% 0.07% 0.82%
Oppenheimer Strategic Bond 0.75% 0.08% 0.83%
Oppenheimer Bond 0.73% 0.05% 0.78%
Oppenheimer Money 0.44% 0.04% 0.48%
Panorama International Equity 1.00% 0.12% 1.12%
Panorama Growth 0.53% 0.01% 0.54%
Panorama Total Return 0.54% 0.01% 0.55%
Goldman Sachs Capital Growth(5) 0.75% 0.15% 0.90%
Goldman Sachs Mid Cap Equity(5) 0.80% 0.15% 0.95%
Goldman Sachs CORE U.S. Equity(5) 0.70% 0.10% 0.80%
Goldman Sachs Growth and Income(5) 0.75% 0.15% 0.90%
Goldman Sachs International Equity(5) 1.00% 0.25% 1.25%
MFS(R)New Discovery(4) 0.90% 0.25% 1.15%
MFS(R)Emerging Growth 0.75% 0.12% 0.87%
MFS(R)Research Series 0.75% 0.13% 0.88%
T. Rowe Price New America Growth 0.85% -- 0.85%
T. Rowe Price Mid-Cap Growth 0.85% -- 0.85%
T. Rowe Price Limited-Term Bond 0.70% -- 0.70%
Fidelity VIP Fund II Contrafund(7) 0.60% 0.21% 0.81%
(1) MassMutual has agreed to bear the expenses of these Funds (other than the
management fee, interest, taxes, brokerage commissions and extraordinary
expenses) in excess of 0.11% of the average daily net asset value of these Funds
through April 30, 1999. MassMutual does not expect that it will be required to
reimburse any expenses of the MML Equity Fund, MML Blend Fund or MML Managed
Bond Fund due to this undertaking in 1998. MassMutual estimates that these
expenses will be 0.39% of the MML Small Cap Value Equity Fund in 1998.
(2) The MML Small Cap Value Equity Fund had no operating expenses in 1997 since
it had not yet commenced operations. These figures represent MassMutual's
estimate of the Total Fund Operating Expenses for this Fund in 1998.
(3) The Oppenheimer Small Cap Growth Fund had no operating expenses in 1997
since it had not yet commenced operations. These figures represent the adviser's
estimate of the Total Fund Operating Expenses for this Fund in 1998.
(4) The MFS(R) New Discovery Series had no operating expenses in 1997 since it
had not yet commenced operations. These figures represent an estimate of the
Total Fund Operating Expenses for this Series in 1998. The adviser agreed to
bear expenses for the MFS(R) New Discovery Series, subject to reimbursement by
this Series, for the current fiscal year, such that this Series' Other Expenses
shall not exceed the 0.25%. The expense shown includes this reimbursement. If
not included, the Other Expenses are estimated to be 0.47%, increasing the Total
Fund Operating Expenses to 1.37%.
(5) The Goldman Sachs Variable Insurance Trust had no operating expenses in 1997
since it had not yet commenced operations. These figures represent an estimate
of the Total Fund Operating Expenses for 1998. The investment advisers to the
Goldman Sachs Capital Growth, Goldman Sachs Mid Cap Equity, Goldman Sachs CORE
U.S. Equity, Goldman Sachs Growth and Income and Goldman Sachs International
Equity Funds, each series of the Goldman Sachs VIT Trust, have voluntarily
agreed to reduce or limit certain "Other Expenses" of such Funds (excluding
management fees, taxes, interest and brokerage fees and litigation,
indemnification and other extraordinary expenses) to the extent such expenses
exceed 0.15%, 0.15%, 0.10%, 0.15% and 0.25% per annum of such Funds' average
daily net assets, respectively. The expenses shown include this reimbursement.
If not included, the Other Expenses for 1998 are estimated to be 4.49%, 5.34%,
2.29%, 2.67% and 1.97% for the Goldman Sachs Capital Growth, Goldman Sachs Mid
Cap Equity, Goldman Sachs CORE U.S. Equity, Goldman Sachs Growth and Income and
Goldman Sachs International Equity Funds, respectively.
(6) MassMutual agreed to bear the expenses of the MML Equity Index Fund (other
than the management fee, interest, taxes, brokerage commissions and
extraordinary expenses) in excess of 0.11% of the average daily net asset value
of the Fund in 1997. If not included, the Other Expenses would have been 0.16%,
increasing the Total Fund Operating Expenses to 0.43%. MassMutual's obligation
to bear these
18
expenses for the MML Equity Index Fund terminated May 1, 1998.
(7) A portion of the brokerage commission that the Fidelity VIP Fund II
Contrafund pays is used to reduce its expenses. Additionally, this Portfolio has
entered into arrangements with its custodian whereby credits realized as a
result of uninvested cash balances are used to reduce custodian expenses.
Including these reductions, the Total Fund Operating Expenses for this Portfolio
would have decreased to 0.78%.
Other Charges.
Withdrawal Charges.
We deduct a charge from each withdrawal.
Loan Interest Rate Expense Charge.
We deduct a charge from the loan interest rate. This charge reimburses us for
expenses We incur for administering Your loan. The charge varies by policy year.
Substitute Insured Charge.
We charge an administrative fee if You transfer the policy to the life of a
substitute insured.
The Separate Account.
Our Board of Directors established the Separate Account on July 13, 1988 in
accordance with the provisions of Section 132G of Chapter 175 of the
Massachusetts General Laws. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940, as amended. The
Securities and Exchange Commission does not supervise MassMutual's or the
Separate Account's management or investment practices. Under Massachusetts law,
however, the Division of Insurance of the Commonwealth of Massachusetts
regulates both Us and the Separate Account.
We establish designated segments of the Separate Account to receive and invest
premiums for other MassMutual variable life insurance policies. We have
established a segment for the policies.
Although the Separate Account assets are assets of MassMutual, We cannot use
those Separate Account assets equal to the reserves and other liabilities of the
Separate Account attributable to the policies to satisfy any obligations that
may arise out of any other business We conduct. The Separate Account assets may,
however, be subject to liabilities arising from other variable life insurance
policies funded by the Separate Account. We may at Our discretion transfer those
assets which exceed the reserves and other liabilities of the Separate Account
to Our general account. Such transfers will not adversely affect the Separate
Account.
We credit or charge the Separate Account Divisions with the Divisions' income
and realized or unrealized gains or losses without regard to any of MassMutual's
other income, gains, or losses.
MassMutual may accumulate in the Separate Account the mortality and expense
risks charge, account value charges and investment results applicable to those
assets that are in excess of net assets supporting the policies.
MassMutual has the right to establish additional divisions of the Separate
Account. We will invest amounts credited to any additional divisions in shares
of other Funds. We have the right to substitute new Funds for any Separate
Account Divisions.
Investments of the Separate Account.
We have established thirty Divisions within the policy's designated segment of
the Separate Account. Each Separate Account Division invests in a corresponding
Fund as follows:
- -------------------------------------------------------------------------------
Division Fund
- -------------------------------------------------------------------------------
MML Small Cap Value MML Small Cap Value
Equity Division Equity Fund
- -------------------------------------------------------------------------------
MML Equity Division MML Equity Fund
- -------------------------------------------------------------------------------
MML Equity Index Division MML Equity Index Fund
- -------------------------------------------------------------------------------
MML Blend Division MML Blend Fund
- -------------------------------------------------------------------------------
MML Managed Bond Division MML Managed Bond Fund
- -------------------------------------------------------------------------------
Oppenheimer Global Securities Oppenheimer Global Securities
Division Fund
- -------------------------------------------------------------------------------
Oppenheimer Small Cap Growth Oppenheimer Small Cap Growth
Division Fund
- -------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Oppenheimer Aggressive Growth
Division Fund
- -------------------------------------------------------------------------------
Oppenheimer Growth Division Oppenheimer Growth Fund
- -------------------------------------------------------------------------------
Oppenheimer Growth & Income Oppenheimer Growth & Income
Division Fund
- -------------------------------------------------------------------------------
Oppenheimer Multiple Oppenheimer Multiple
Strategies Division Strategies Fund
- -------------------------------------------------------------------------------
Oppenheimer High Income Oppenheimer High Income Fund
Division
- -------------------------------------------------------------------------------
Oppenheimer Strategic Bond Oppenheimer Strategic Bond
Division Fund
- -------------------------------------------------------------------------------
Oppenheimer Bond Division Oppenheimer Bond Fund
- -------------------------------------------------------------------------------
Oppenheimer Money Division Oppenheimer Money Fund
- -------------------------------------------------------------------------------
Oppenheimer Money Division Oppenheimer Money Fund
- -------------------------------------------------------------------------------
Panorama International Equity Panorama International Equity
Division Portfolio
- -------------------------------------------------------------------------------
Panorama Growth Division Panorama Growth Portfolio
- -------------------------------------------------------------------------------
Panorama Total Return Panorama Total Return
- -------------------------------------------------------------------------------
19
- -------------------------------------------------------------------------------
Division Portfolio
- -------------------------------------------------------------------------------
MFS(R) New Discovery Division MFS(R) New Discovery Series
- -------------------------------------------------------------------------------
MFS(R) Emerging Growth Division MFS(R) Emerging Growth Series
- -------------------------------------------------------------------------------
MFS(R) Research Division MFS(R) Research Series
- -------------------------------------------------------------------------------
Goldman Sachs International Goldman Sachs International
Equity Division Equity Fund
- -------------------------------------------------------------------------------
Goldman Sachs Capital Growth Goldman Sachs Capital Growth
Division Fund
- -------------------------------------------------------------------------------
Goldman Sachs Mid Cap Equity Goldman Sachs Mid Cap Equity
Division Fund
- -------------------------------------------------------------------------------
Goldman Sachs CORE U.S. Goldman Sachs CORE U.S.
Equity Division Equity Fund
- -------------------------------------------------------------------------------
Goldman Sachs Growth and Goldman Sachs Growth and
Income Division Income Fund
- -------------------------------------------------------------------------------
T. Rowe Price New America T. Rowe Price New America
Growth Division Growth Portfolio
- -------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth T. Rowe Price Mid-Cap Growth
Division Portfolio
- -------------------------------------------------------------------------------
T. Rowe Price Limited-Term T. Rowe Price Limited-Term
Bond Division Bond Portfolio
- -------------------------------------------------------------------------------
Fidelity VIP Fund II Fidelity VIP Fund II
Contrafund Division Contrafund Portfolio
- -------------------------------------------------------------------------------
As custodian for the Separate Account, MassMutual holds the shares of the
underlying Funds purchased by the Separate Account Divisions. The Separate
Account purchases and redeems shares of the Funds at their net asset value. The
net asset value is determined at the time of receipt of the purchase order or
redemption request.
Some of the Funds available to You are similar to mutual funds offered in the
retail marketplace. These Funds generally have the same investment objectives,
policies and portfolio managers as the retail mutual funds and usually were
formed after the retail mutual funds. While these Funds generally have identical
investment objectives, policies and portfolio managers, they are separate and
distinct from the retail mutual funds. In fact, performance of these Funds may
be dramatically different from the performance of the retail mutual funds. This
is due to differences in the funds' sizes, dates shares of stocks are purchased
and sold, cash flows and expenses. You should remember that retail mutual fund
performance is not the performance of the Funds that are available to You in
this policy and is not an indication of future performance of such Funds.
There is no assurance that the Funds will achieve stated objectives. The Fund
prospectuses contain more detailed information about the Funds. Current copies
of the Fund prospectuses are attached to this prospectus. You should read the
information contained in the Funds' prospectuses before making allocations to
any Division of the Separate Account.
MML Series Investment Fund
The MML Series Investment Fund (the "MML Trust") is a no-load, open-end
management investment company. The MML Small Cap Value Equity Fund, MML Equity
Fund, MML Equity Index Fund, MML Blend Fund and MML Managed Bond Fund
(collectively, the "MML Funds") are separate series of shares of the MML Trust.
MassMutual acts as investment manager to each of the MML Funds. David L. Babson
and Company, Inc. ("Babson") serves as the investment sub-adviser to the MML
Equity Fund, the MML Small Cap Value Equity Fund and the Equity Sector of the
MML Blend Fund. Babson is a wholly-owned subsidiary of DLB Acquisition
Corporation, a controlled subsidiary of MassMutual.
MassMutual has also entered into an agreement with Mellon Equity Associates
("Mellon Equity") to serve as the investment sub-adviser to the MML Equity Index
Fund. MassMutual, Babson and Mellon Equity are registered as investment advisers
under the Investment Advisers Act of 1940.
MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies, certain
wholly-owned subsidiaries of MassMutual, and various employee benefit plans.
MassMutual also serves as the investment adviser to MassMutual Corporate Value
Partners, Limited; MassMutual High Yield Partners, II, LLC; and MassMutual
Institutional Funds. MassMutual further serves as the collateral co-manager for
MassMutual Carlson CBO, N.V.
Citibank N.A. acts as custodian for the MML Trust, other than the MML Equity
Index Fund. Its home office is located at 111 Wall Street, New York, NY, 10005.
Boston Safe Deposit and Trust Company serves as the custodian of the MML Equity
Index Fund. It is an indirect subsidiary of Mellon Bank Corporation and is
located at One Boston Place, Boston, Massachusetts 02108.
20
MML Small Cap Value Equity Fund
The investment objective of MML Small Cap Value Equity Fund is to achieve
long-term growth of capital and income by investing primarily in a diversified
portfolio of equity securities of smaller companies. The Fund invests primarily
in common stocks, securities convertible into common stocks and other equity
securities (such as warrants and stock rights) which are issued by companies
with a market capitalization, at the time of purchase, of $750 million or less
and which are listed on a national securities exchange or traded in the
over-the-counter market.
MML Equity Fund
The primary investment objective of MML Equity Fund is to achieve a superior
total rate of return over an extended period of time from both capital
appreciation and current income. A secondary investment objective is the
preservation of capital when business and economic conditions indicate that
investing for defensive purposes is appropriate. The assets of this Fund are
normally expected to be invested primarily in common stocks and other
equity-type securities.
MML Equity Index Fund
The investment objective of the MML Equity Index Fund is to provide investment
results that correspond to the price and yield performance of the publicly
traded common stocks in the aggregate, as represented by the Standard & Poor's
500 Composite Stock Price Index. ("Standard & Poor's 500" and "S&P 500(R)" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use.
The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or
The McGraw-Hill Companies, Inc.)
MML Blend Fund
The investment objective of MML Blend Fund is to achieve as high a level of
total rate of return over an extended period of time as is considered consistent
with prudent investment risk and the preservation of capital. This Fund invests
in a portfolio that may include common stocks and other equity-type securities,
bonds and other debt securities with maturities generally exceeding one year,
and money market instruments and other debt securities with maturities generally
not exceeding one year.
MML Managed Bond Fund
The investment objective of MML Managed Bond Fund is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital. The assets of this Fund will be invested primarily in
investment grade, publicly traded, fixed income securities of such maturities as
MassMutual deems appropriate from time to time in light of market conditions and
prospects.
Oppenheimer Variable Account Funds
The Oppenheimer Variable Account Funds (the "Oppenheimer Funds") is an open-end,
diversified, management investment company. Oppenheimer Funds acts as the
investment vehicle for separate accounts for variable insurance policies offered
by insurance companies. Oppenheimer Global Securities Fund, Oppenheimer Small
Cap Growth Fund, Oppenheimer Aggressive Growth Fund, Oppenheimer Growth Fund,
Oppenheimer Growth & Income Fund, Oppenheimer Multiple Strategies Fund,
Oppenheimer High Income Fund, Oppenheimer Strategic Bond Fund, Oppenheimer Bond
Fund and Oppenheimer Money Fund are part of the Oppenheimer Funds.
OppenheimerFunds, Inc. ("OFI") supervises the investment operations of the
Oppenheimer Funds. OFI also determines the composition of each respective
portfolio and advises and recommends investment policies and the purchase and
sale of securities, pursuant to an investment advisory agreement with each
Oppenheimer Fund.
OFI is located at Two World Trade Center, New York, NY 10048-0203 and has
operated as an investment adviser since April 30, 1959. Oppenheimer Acquisition
Corp., a holding company owned in part by senior management of OFI, and
ultimately controlled by MassMutual, owns OFI. OFI is registered as an
investment adviser under the Investment Advisers Act of 1940.
Bank of New York acts as custodian for the Oppenheimer Funds. Its home office is
located at One Wall Street, New York, NY 10015.
Oppenheimer Global Securities Fund
The investment objective of Oppenheimer Global Securities Fund is to seek
long-term capital appreciation through investing a substantial portion of its
invested assets in securities of foreign issuers, growth-type companies,
cyclical companies and special investment opportunities (anticipated
acquisitions, mergers or other unusual developments) which are considered by
OFI, in its capacity as investment manager of the Funds, to have appreciation
possibilities but which may be
21
considered to be speculative. The type of securities in which this Fund invests
will be primarily common stocks, as well as securities having the investment
characteristics of common stocks, such as convertible preferred stock,
convertible bonds and American Depository Receipts. Current income is not an
investment objective of Oppenheimer Global Securities Fund.
Oppenheimer Small Cap Growth Fund
The investment objective of Oppenheimer Small Cap Growth Fund is capital
appreciation. Current income is not an objective. In seeking its objective, the
Fund emphasizes investments in securities of "growth-type" companies with market
capitalization less than $1 billion, including common stocks, preferred stocks,
convertible securities, rights, warrants and options, in proportions which may
vary from time to time.
Oppenheimer Aggressive Growth Fund
The investment objective of Oppenheimer Aggressive Growth Fund is capital
appreciation. In seeking this objective the Fund will emphasize investments in
securities of "growth-type" companies. Such companies are believed to have
relatively favorable long-term prospects for an increased demand for the
particular company's products or services.
Oppenheimer Growth Fund
The investment objective of Oppenheimer Growth Fund is to seek to achieve
capital appreciation by investing in securities of well-known established
companies (companies which have a history of earnings and dividends). Current
income is a secondary consideration in the selection of the Growth Fund's
portfolio securities.
Oppenheimer Growth & Income Fund
The investment objective of Oppenheimer Growth & Income Fund is to seek a high
total return (which includes growth in the value of its shares as well as
current income) from equity and debt securities. From time to time this Fund may
focus on small to medium capitalization common stocks, bonds and convertible
securities.
Oppenheimer Multiple Strategies Fund
The investment objective of Oppenheimer Multiple Strategies Fund is to seek a
total investment return (which includes current income and capital appreciation
in the value of its shares) from investments in common stocks and other equity
securities, bonds and other debt securities, and "money market" securities.
Oppenheimer High Income Fund
The investment objective of Oppenheimer High Income Fund is to earn a high level
of current income by investing primarily in a diversified portfolio of high
yield, fixed-income securities, including long-term debt obligations and
preferred stock issues believed by OFI, in its capacity as investment manager of
the Fund, not to involve undue risk. This Fund's investment policy is to assume
certain risks (described more fully in the attached prospectus for the
Oppenheimer Funds) in seeking high yield, which is ordinarily associated with
high risk securities, commonly known as "junk bonds," in the lower rating
categories of the established securities ratings services, and unrated
securities.
Oppenheimer Strategic Bond Fund
The investment objective of Oppenheimer Strategic Bond Fund is to seek a high
level of current income principally derived from interest income from
investments in U.S. government securities, lower rated high yield fixed-income
securities, and foreign fixed-income securities and to seek to enhance such
income by writing covered call options on debt securities.
Oppenheimer Bond Fund
The investment objective of Oppenheimer Bond Fund is to seek a high level of
current income by investing primarily in debt securities. Secondarily, the Fund
seeks capital growth when consistent with its primary objective.
Oppenheimer Money Fund
The investment objective of the Oppenheimer Money Fund is to maximize current
income from investments in "money market" securities consistent with low capital
risk and maintenance of liquidity.
Panorama Series Fund, Inc.
The Panorama Series Fund, Inc., ("Panorama Fund") is an open-end, diversified,
management investment company. The Panorama Fund acts as the investment vehicle
for separate accounts for variable insurance policies offered by insurance
companies. The Panorama International Equity Portfolio, Panorama Growth
Portfolio and Panorama Total Return Portfolio are series of the Panorama Fund.
OFI supervises the investment operations of the Panorama Fund. OFI also
determines the composition of each Panorama Portfolio, and advises and
recommends investment policies and purchase and sale
22
of securities, under an investment advisory agreement with each Panorama
Portfolio.
Babson-Stewart Ivory International, located in Cambridge, MA, is the sub-adviser
to the Panorama International Equity Portfolio. Babson-Stewart Ivory
International is a partnership formed in 1987 between Babson and Stewart Ivory &
Company, Ltd.
Bank of New York acts as custodian for the Panorama Fund. Its home office is
located at One Wall Street, New York, NY 10015.
Panorama International Equity Portfolio
The investment objective of the Panorama International Equity Portfolio is to
achieve long-term growth of capital by investing primarily in equity securities
(such as common stocks) of issuers trading for the most part in non-U.S.
markets.
Panorama Growth Portfolio
The investment objective of Panorama Growth Portfolio is to achieve long-term
growth of capital by investing primarily in common stocks with low price-
earnings ratios and better than anticipated earnings. Realization of current
income is a secondary consideration.
Panorama Total Return Portfolio
The investment objective of Panorama Total Return Portfolio is to maximize total
investment return (including both capital appreciation and income) principally
by allocating its assets among stocks, corporate bonds, U.S. Government
securities and money market instruments according to changing market conditions.
Goldman Sachs Variable Insurance Trust
The Goldman Sachs Variable Insurance Trust ("Goldman Sachs VIT Trust") is an
open-end, management investment company, organized in Delaware in September,
1997. The Goldman Sachs International Equity Fund, Goldman Sachs Capital Growth
Fund, Goldman Sachs Mid Cap Equity Fund, Goldman Sachs CORE U.S. Equity Fund and
Goldman Sachs Growth and Income Fund are each a separate series of shares of the
Goldman Sachs VIT Trust.
Goldman Sachs Asset Management ("GSAM") is a separate operating division of
Goldman Sachs & Co. It serves as investment adviser to the Goldman Sachs Growth
and Income, Goldman Sachs CORE U.S. Equity, Goldman Sachs Capital Growth and
Goldman Sachs Mid Cap Equity Funds. GSAM is located at One New York Plaza, New
York, NY 10004.
Goldman Sachs Asset Management International ("GSAMI") is an affiliate of
Goldman Sachs & Co. GSAMI serves as investment adviser to the Goldman Sachs
International Equity Fund. GSAMI is located at 133 Peterborough Court, London,
England, EC4A 2BB.
The custodian for each fund of the Goldman Sachs VIT Trust is State Street Bank
and Trust Company. It is located at 1776 Heritage Drive, North Quincy, MA 02110.
Goldman Sachs International Equity Fund
Goldman Sachs International Equity Fund seeks long-term capital appreciation
through investments in equity securities of companies that are organized outside
of the United States or whose securities are principally traded outside of the
United States.
Goldman Sachs Capital Growth Fund
Goldman Sachs Capital Growth Fund seeks long-term growth of capital through
diversified investments in equity securities of companies that are considered to
have long-term capital appreciation potential.
Goldman Sachs Mid Cap Equity Fund
Goldman Sachs Mid Cap Equity Fund seeks long-term capital appreciation primarily
through investments in equity securities of companies with public stock market
capitalizations within the range of market capitalization of companies
constituting the Russell Midcap Index at the time of investment, currently
between $400 million and $16 billion.
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs CORE U.S. Equity Fund seeks long-term growth of capital and
dividend income through a broadly diversified portfolio of large cap and blue
chip equity securities representing all major sectors of the U.S. economy.
Goldman Sachs Growth and Income Fund
Goldman Sachs Growth and Income Fund seeks long-term growth of capital and
growth of income through investments in equity securities that are considered to
have favorable prospects for capital appreciation and/or dividend paying
ability.
MFS(R) Variable Insurance Trust/SM/
The MFS(R) Variable Insurance Trust/SM/("MFS Trust") is an open-end management
investment company, organized as a Massachusetts business trust in 1994.
23
The MFS(R) New Discovery Series, MFS(R) Emerging Growth Series and MFS(R)
Research Series (collectively referred to as "MFS Series") are each a separate
series of shares of the MFS Trust.
Massachusetts Financial Services Company ("MFS Co.") advises the MFS Series. MFS
Co. is a Delaware corporation and is located at 500 Bolyston Street, Boston, MA
02116.
State Street Bank and Trust Company is the custodian of the MFS Series. It is
located at 225 Franklin Street, Boston, MA 02110.
MFS(R) New Discovery Series
The investment objective of the MFS(R) New Discovery Series is to seek capital
appreciation. This objective is met by investing, under normal market
conditions, at least 65% of its total assets in companies that are believed to
offer superior prospects for growth. Such securities may either be listed on the
securities exchanges or traded in the over-the-counter markets and may be U.S.
or foreign companies.
MFS(R) Emerging Growth Series
The investment objective of the MFS(R) Emerging Growth Series is to provide
long-term growth of capital through investing primarily in common stocks of
companies which are early in their life cycle, but which have the potential to
become major enterprises (emerging growth companies).
MFS(R) Research Series
The investment objective for the MFS(R) Research Series is to provide long-term
growth of capital and future income. In seeking this objective, the Fund invests
a substantial portion of its assets in equity securities of companies believed
to possess better than average prospects for long-term growth. A smaller
proportion of the Fund's assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic is
income production rather than growth.
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Series, Inc. is a diversified, open-end investment company
incorporated in Maryland in 1994. The T. Rowe Price Mid-Cap Growth Portfolio and
T. Rowe Price New America Growth Portfolio are each a separate series of shares
of T. Rowe Price Equity Series, Inc.
T. Rowe Price Associates, Inc. ("T. Rowe Price") was founded in 1937 and is the
investment adviser to each of the Portfolios. Its business address is 100 East
Pratt Street, Baltimore, MD 21202.
State Street Bank and Trust Company and The Chase Manhattan Bank, N.A., London
are the custodians for the T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe
Price New America Growth Portfolio. The custodians' main offices are located at
225 Franklin Street, Boston, MA 02110 and Woolgate House, Coleman Street,
London, EC2P 2HD, England, respectively.
T. Rowe Price Mid-Cap Growth Portfolio
The investment objective of T. Rowe Price Mid-Cap Growth Portfolio is to provide
long-term capital appreciation by investing primarily in common stocks of medium
sized (mid-cap) growth companies. The Portfolio focuses on companies with
superior earnings growth potential that are no longer considered new or emerging
but may still be in the dynamic phase of their life cycles.
T. Rowe Price New America Growth Portfolio
The investment objective of T. Rowe Price New America Growth Portfolio is to
provide long-term capital growth. This objective is met by investing in the
stocks of service companies, regardless of size, which are expected to show
superior earnings growth and are above-average performers in their fields. The
Portfolio may also invest up to 25% of total assets in nonservice-related growth
companies.
T. Rowe Price Fixed Income Series, Inc.
T. Rowe Price Fixed Income Series, Inc. is a diversified, open-end investment
company and incorporated in Maryland in 1994. The T. Rowe Price Limited-Term
Bond Portfolio is one of the series of shares of T. Rowe Price Fixed Income
Series, Inc. T. Rowe Price advises the T. Rowe Price Limited-Term Bond
Portfolio. State Street Bank and Trust Company and The Chase Manhattan Bank,
N.A., London are the custodians for the T. Rowe Price Limited-Term Bond
Portfolio.
T. Rowe Price Limited-Term Bond Portfolio
The investment objective of T. Rowe Price Limited-Term Bond Portfolio is a high
level of income consistent with moderate fluctuation in principal value. The
Portfolio invests primarily in investment-grade, corporate bonds with average
effective maturity ranging between one and five years. Up to 10% of the
Portfolio's assets can be invested in below investment grade securities,
commonly referred to a "junk
24
bonds," including those with the lowest ratings, in an effort to enhance yield.
Fidelity Investments Variable Insurance Products Fund II
Fidelity Investments Variable Insurance Products Fund II ("Fidelity VIP Fund
II") is an open-end management investment company, organized as a Massachusetts
business trust in 1988. The Fidelity VIP Fund II Contrafund Portfolio is a
diversified fund of Fidelity VIP Fund II.
Fidelity Management & Research Company ("FMR") is the investment adviser to the
Fidelity VIP Fund II Contrafund Portfolio. FMR is the management arm of Fidelity
Investments. Fidelity Investment has its principal business address at 82
Devonshire Street, Boston, MA.
Fidelity Management & Research (U.K.) Inc. in London, England, and Fidelity
Management & Research (Far East) Inc., in Tokyo, Japan, assist FMR with foreign
investments. They each serve as sub-advisers for the Fidelity VIP Fund II
Contrafund Portfolio. The custodian for the VIP Fund II Contrafund Portfolio is
Brown Brothers Harriman & Co., located at 40 Water Street, Boston, MA.
Fidelity VIP Fund II Contrafund Portfolio
Fidelity VIP Fund II Contrafund Portfolio seeks long-term capital appreciation
by investing in the securities of companies whose value is not fully recognized
by the public.
Fund Monitoring.
The MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT Trust, MFS
Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series,
Inc. and Fidelity VIP Fund II were established to provide investment vehicles
for variable life insurance contracts and variable annuities contracts. Shares
of the MML Trust and Panorama Fund are not offered to the general public. They
are offered solely to MassMutual separate investment accounts and other life
insurance company separate accounts of MassMutual subsidiaries. Shares of the
Oppenheimer Funds, Goldman Sachs VIT Trust, MFS Trust, T. Rowe Price Equity
Series, Inc., T. Rowe Price Fixed Income Series, Inc. and Fidelity VIP Fund II
are also not offered to the general public. They are offered to insurance
company separate accounts affiliated and unaffiliated with MassMutual which fund
variable annuity, variable life insurance contracts and qualified plans.
Shares of the Funds may be sold to and held by separate accounts which fund
variable annuity and variable life insurance contracts. As a result, certain
conflicts of interests between variable annuity owners, variable life insurance
policyowners and program investors may occur. Each Board of Trustees/Directors
will monitor their respective Fund(s) for any material irreconcilable conflict
of interest. Each will determine the appropriate action, if any, which should be
taken if a material irreconcilable conflict arises between the holders of
variable annuity contracts and variable life policies.
The Guaranteed Principal Account (GPA).
In addition to the Separate Account, You may allocate net premium or transfer
account value to the GPA. Amounts You allocate or transfer to the GPA become
part of MassMutual's general account assets. You do not share in the investment
experience of those assets. Rather, We guarantee a 3% rate of return on Your
allocated amount. For amounts transferred to the GPA due to a policy loan, the
guaranteed rate is the greater of: (a) 3%; and (b) the policy loan rate less 3%.
We are not obligated to credit interest at a rate higher than this minimum. We
may, however, declare in advance a higher rate applicable for such periods.
Because of exemptive and exclusionary provisions, MassMutual has not registered
interests in Our general account under the Securities Act of 1933. We also have
not registered the general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
interests therein are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.
Part II - Additional Provisions of the Policy.
Paid-up Policy Date.
The paid-up policy date is the policy anniversary
25
nearest the insured's 100th birthday. On this date, Your selected face amount
automatically changes to equal the account value multiplied by a factor
guaranteed to be no less than 1. As of this date and thereafter, the death
benefit option will be death benefit option 1, the charge for cost of insurance
will be $0 and We will no longer accept premium payments. We will continue to
deduct any other account value charges. The policy does not lapse after the
paid-up policy date. Your payment of planned annual premiums does not guarantee
that the policy will continue in force to the paid-up policy date.
Reinstatement.
For a period of five (5) years after termination, You can request that We
reinstate the policy during the insured's lifetime. We will not reinstate the
policy if it has been surrendered for its cash surrender value. A termination
and/or reinstatement may cause the policy to become a modified endowment
contract.
Before We reinstate the policy, We must receive the following:
. A premium payment that will produce an account value equal to 3 times
the total account value charges for the policy on the monthly
calculation date on or next following the date of reinstatement;
. Evidence of insurability satisfactory to us; and
. Where necessary, a signed acknowledgement that the policy has become a
modified endowment contract.
If We do reinstate the policy, Your policy's selected face amount for the
reinstated policy will be the same as if the policy had not terminated. The
safety test will not apply to policies that We reinstate.
Payment Options.
Upon full surrender or the insured's death, We will pay the entire cash
surrender value or all or part of the death benefit in cash or as a series of
level payments under a payment option. Your payments will no longer be affected
by the investment experience of the Separate Account Divisions or the GPA.
To receive payments under any of the following options, the proceeds must be at
least $2,000. If the payments under any option are less than $20 each, We
reserve the right to make payments at less frequent intervals. Your payment
option choices are:
A. Fixed Amount Payment Option. We make a monthly payment for an agreed fixed
---------------------------
amount. The amount of each payment may not be less than $10 for each $1,000
applied. We credit interest of at least 3% per year each month on the
unpaid balance and add the interest to this balance. Payments continue
until the amount We hold runs out.
B. Fixed Time Payment Option. We make equal monthly payments for any period
-------------------------
selected, up to 30 years. The amount of each payment depends on:
. the total amount applied;
. the period selected;
. and the interest rate We credit to the unpaid balance.
C. Lifetime Payment Option. We make equal monthly payments on the life of a
-----------------------
named person. Three variations are available:
. Payments for life only;
. Payments guaranteed for five, ten or twenty years or the death of the
named person, whichever is later; or
. Payments guaranteed for the amount applied or the death of the named
person, whichever is later.
D. Interest Payment Option. We hold amounts applied under this option. We will
-----------------------
pay interest monthly of at least 3% per year on the unpaid balance.
E. Joint Lifetime Payment Option. We make equal monthly payments based on the
-----------------------------
lives of two named persons. While both named persons are living, we make
one payment per month. When one of the named persons dies, the same payment
continues for the lifetime of the other named person. We offer two
variations:
. Payments guaranteed for 10 years or when both named persons die,
whichever is later; and
. Payments for two lives only. We do not guarantee a specific number of
payments. We stop payments when both named persons die.
26
F. Joint Lifetime Payment Option with Reduced Payments. We make monthly
---------------------------------------------------
payments based on the lives of two named persons. While both named persons
are living, we make one payment each month. When one dies, we reduce
payments by one-third and continue for the lifetime of the other named
person. We stop payments when both named persons die.
Withdrawal Rights under Payment Options.
If provided in the payment option election, You may withdraw all or part of the
unpaid balance or apply it under any other option.
Beneficiary.
A beneficiary is any person You name on Our records to receive insurance
proceeds after the insured dies. You name the beneficiary in the policy
application. There may be different classes of beneficiaries, such as primary
and secondary. These classes set the order of payment. There may be more than
one beneficiary in a class.
You may name any beneficiary as an irrevocable beneficiary. We need the consent
of an irrevocable beneficiary if You wish to change that beneficiary. We also
need the consent of any irrevocable beneficiary if You wish to exercise any
policy right except the right to:
. Exercise divident rights.
. Reinstate the policy after termination.
If no beneficiary is living when the insured dies, we will pay the death benefit
to the policyowner unless instructed otherwise. If the policyowner is deceased,
then We will pay the death benefit to the policyowner's estate.
Changing the Policyowner or Beneficiary.
You may change the policyowner or any beneficiary during the insured's lifetime
by writing to Our Home Office. Different rules apply if You named an irrevocable
beneficiary.
Right to Substitute Insured.
You may transfer the policy to the life of a substitute insured subject to
certain restrictions. You must request this transfer in writing. The
substitution of an insured may affect the policy's selected face amount and
account value. Future charges against the policy will be based on the life of
the substitute insured.
The costs to transfer are:
. an administrative fee of $75, plus
. any premium necessary to effect the transfer, plus
. any excess policy debt You have not repaid prior to transfer.
Excess policy debt is the amount by which policy debt exceeds the maximum loan
available after transfer. You must pay any such excess on or before the transfer
date.
The incontestability and suicide exclusion periods, as they apply to the
substitute insured, run from the transfer date. Any assignments will continue to
apply.
The Internal Revenue Service has ruled that a substitution of insureds is an
exchange of contracts which does not qualify for the tax deferral available
under Code Section 1035. Therefore, You must include in current gross income all
the previously unrecognized gain in the policy upon a substitution of insureds.
Assignment.
You may assign Your policy as collateral for a loan or other obligation, subject
to any outstanding policy debt. For any assignment to be binding on us, We must
receive a signed assignment in proper form at Our Home Office. We are not
responsible for the validity of any assignment.
Dividends.
Each year We determine the money available to pay dividends. We then determine
if We will pay any dividend under the policy. We will pay any dividend on Your
policy anniversary. If the insured dies after the first policy year, We will
include as part of the death benefit a pro rata share of any allocated dividend
for the year death occurs. We do not expect to pay any dividends under the
policies.
Limits on Our Right to Challenge the Policy.
We reserve the right to contest the validity of a policy within two years from
its issue date, reinstatement or an increase in the selected face amount. After
that two-year period, We cannot contest its validity, except for failure to pay
premiums.
27
Misstatement of Age or Gender.
We will make an adjustment if the insured's date of birth or gender in the
application is not correct. If the adjustment is made when the insured dies, We
will adjust the death benefit by the most recent cost of insurance charge
according to the correct age and gender. If We make the adjustment before the
insured dies, We will base future monthly deductions on the correct age and
gender.
Suicide Exclusion.
If the insured commits suicide whether sane or insane within two years from the
issue date, We will pay a limited death benefit in one sum to the beneficiary.
The limited death benefit is the amount of premiums paid for the policy, less
any policy debt or amounts withdrawn.
If the insured commits suicide whether sane or insane within two years from an
increase in the selected face amount and while the policy is in force, We will
pay a limited benefit to the beneficiary. The limited death benefit is the cost
of insurance charges associated with the selected face amount increase.
If the insured commits suicide whether sane or insane within two years after the
policy is reinstated and while the policy is in force, We will pay a limited
death benefit to the beneficiary. The limited death benefit is the amount of
premium You paid to reinstate the policy and any premiums You paid thereafter,
less any policy debt or amounts You withdrew.
When We Pay Proceeds.
If the policy has not terminated, We will normally pay the cash surrender value,
loan proceeds or the death benefit within 7 days after We receive all required
documents in proper form at Our Home Office. We can delay payment of the cash
surrender value, any withdrawal from the Separate Account, Separate Account loan
proceeds or the death benefit during any period that:
. It is not reasonably practicable for Us to determine the amount
because the New York Stock Exchange is closed, except for normal
weekend or holiday closings, or trading is restricted; or
. The Securities and Exchange Commission determines that an emergency
exists; or
. The Securities and Exchange Commission permits Us to delay payment for
the protection of our policyowners.
We may delay payment of any cash surrender value or loan proceeds from the GPA
for up to 6 months from the date that We receive the request at Our Home Office.
We can delay payment of the entire death benefit if payment is contested. We
investigate all death claims arising within the two-year contestable period.
When the investigation is complete, We generally determine within five days
whether the claim should be paid and make payments promptly. If We delay payment
for 10 working days or more from the effective date of surrender or withdrawal,
We will add interest at the same rate as is paid under the interest payment
option at that time.
Free Look Provision.
You may cancel Your policy within 10 days after You receive it. You must mail or
deliver the policy either:
. to Our Home Office; or
. to the agent who sold You the policy; or
. to one of Our agency offices.
If You cancel the policy, We will pay a refund to You. The refund equals:
(a) any premium paid for the policy; plus
(b) interest credited to the policy under the GPA; plus or minus
(c) an amount that reflects the investment experience of the Separate
Account Divisions to the date We receive Your returned policy; minus
(d) any amounts You borrowed or withdrew.
During the free look period, We will apply premium payments to the Oppenheimer
Money Division.
Additional Benefits By Rider.
At Your request, the policy can include additional benefits. We approve these
benefits based on Our standards and limits for issuing insurance and classifying
risks. Any additional benefit We provide by rider is subject to the terms of
both the rider and the policy. We deduct the cost of any rider from Your account
value. Subject to state availability, the following riders are available.
Supplemental Monthly Term Insurance Rider.
The Supplemental Monthly Term Insurance Rider ("Term Rider") provides You with
the option to
28
purchase monthly term insurance on the life of the insured. The Term Rider
selected face amount supplements the selected face amount of Your policy. You
can only elect the Term Rider in the policy's application. The safety test will
not apply to the Term Rider.
If You elect the Term Rider, Your policy's selected face amount, plus the Term
Rider's selected face amount must equal at least $50,000. However, Your policy's
selected face amount must be at least $5,000.
If You elect the Term Rider, the policy may have a lower annual cutoff policy
premium. As a result, You may pay a lower overall sales load when compared to a
policy with the same total selected face amount but without the Term Rider.
You may increase the Term Rider selected face amount upon satisfactory written
notice to Us. We will require satisfactory evidence of insurability for Your
requested increase. You may also decrease the Term Rider selected face amount
upon written notice in a form satisfactory to Us.
If You request an increase or decrease or policy withdrawal, You must specify
whether we should apply any resulting increase or decrease to the policy's
selected face amount or the Term Rider selected face amount. If you do not
specify, We will apply any resulting increase or decrease in proportion to the
policy's selected face amount and the Term Rider selected face amount.
The Term Rider will terminate:
1. If We receive satisfactory written notice to cancel from You. Such
cancellation will apply to all monthly calculation dates beginning on
or after the date We receive the cancellation notice; or
2. If Your account value is insufficient to cover Your account value
charges, regardless of whether Your policy meets the safety test; or
3. Thirty days after an unpaid premium when there is insufficient value
to cover the Term Rider's monthly charges; or
4. Upon the later of (a) Your policy anniversary nearest the insured's
70th birthday, or (b) upon the tenth policy anniversary; or
5. Upon termination of Your policy for any reason.
If termination occurs for the reason stated in No. 4, the policy's selected face
amount automatically increases by the amount of the Term Rider's selected face
amount. If the Term Rider terminates for any reason, it can never be reinstated.
Waiver of Monthly Charges Rider.
This rider allows Us to waive the account value charges of Your policy for at
least two years if:
. the insured becomes totally disabled before the policy anniversary
nearest the insured's 65th birthday; and
. such total disability continues for 6 months.
The Waiver of Monthly Charges Rider will terminate when any of the following
occurs:
. The insured is no longer disabled; or
. You do not give us the required satisfactory proof of continued total
disability; or
. The insured fails or refuses to have a required examination; or
. The day before the policy anniversary after the insured's 65th
birthday, or, if later, the date two years from the date the total
disability began.
Part III - Other Important Information.
Federal Income Tax Considerations.
The following discussion presents a general description of the federal income
tax consequences of the policy, in accordance with Our understanding of current
federal income tax laws. It is not an exhaustive study of all tax issues that
might arise under the policy. This discussion is not intended as tax advice. We
make no representation as to the likelihood of continuation of current federal
income tax laws and Treasury Regulations or of the current interpretations of
the Internal Revenue Service. We reserve the right to make changes in the policy
to ensure it qualifies as life insurance for tax purposes. We do not address
state or other applicable tax laws in this discussion. We make no guarantee
regarding the future tax treatment of any policy.
For complete consideration of federal and state tax consequences, You should
consult a qualified tax
29
adviser prior to purchasing the policy.
Under current state laws, We may incur state and local taxes (in addition to
premium taxes). At present, these taxes are not significant. If there is a
material change in state or local tax laws, We reserve the right to charge the
Separate Account for such taxes if attributable to the Separate Account.
Policy Proceeds, Premiums and Loans.
We believe the policy meets the statutory definition of life insurance under
Internal Revenue Code ("Code") Section 7702 and thus receives the same tax
treatment as that given to fixed benefit life insurance. As a result, the
policy's death benefit is generally excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code. An exception to this general
rule is where a policy has been transferred for value. In that case, only the
portion of the death benefit equal to premiums paid for the policy may be
excluded from gross income.
Upon Your full surrender of a policy for its cash surrender value, You may
recognize ordinary income for federal tax purposes. Ordinary income is the
amount by which:
. account value, including
. outstanding policy debt (which may include unpaid interest), exceeds
. premiums paid but not previously recovered.
Decreases in selected face amount and withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) states that if a reduction of future
benefits occurs during the first 15 years after a policy is issued and if there
is a cash distribution associated with that reduction, You may be taxed on all
or part of the amount distributed. After 15 years, such cash distributions are
not subject to federal income tax, except to the extent they exceed the total
amount of premiums paid but not previously recovered. Generally, if a taxable
event does not otherwise exist, a withdrawal is taxable only if it exceeds Your
yet unrecovered premium contributions. We suggest that You consult Your tax
adviser prior to decreasing Your selected face amount or taking a withdrawal.
If You change the policyowner or the insured or exchange or assign Your policy,
tax consequences may occur. We also believe that under current law any policy
loan will be treated as policy debt. Therefore, no part of any loan under a
policy will constitute income to You. Under the "personal" interest limitation
provisions of the Code, interest on policy loans used for personal purposes,
which otherwise meet the requirements of Code Section 264, will no longer be tax
deductible. Other rules may apply to allow all or part of the interest expense
as a deduction if the loan proceeds are used for "trade or business" or
"investment" purposes. We suggest You consult Your tax adviser for further
guidance on the deductibility for tax purposes of the interest on policy loans.
If a business or corporation owns the policy, the Code may impose additional
restrictions. The interest deduction available for loans against a
business-owned policy is limited. For those corporations subject to the
alternative minimum tax, there may be an indirect tax upon the inside build-up
of gain. The corporate alternative minimum tax could also apply to a portion of
the amount by which death benefits received exceed the policy's cash value at
date of death.
Federal, state and local estate, inheritance, and other tax consequences of
ownership or receipt of policy proceeds depend on the circumstances of each
policyowner or beneficiary.
For complete information on the impact of changes to Your policy and federal and
state tax considerations, You should consult a qualified tax adviser.
Modified Endowment Contracts.
If Your policy becomes a modified endowment contract, loans, collateral
assignments, and other amounts distributed are taxable to the extent of any
accumulated income in the policy. In general, the amount subject to tax is the
excess of the account value (both loaned and unloaned) over the previously
unrecovered premiums paid. Any death benefits We pay under a modified endowment
contract, however, are not taxed any differently from death benefits payable
under other life insurance contracts.
A policy is a modified endowment contract if it satisfies the definition of life
insurance in the Code, but fails the additional "7-pay test." A policy fails
this test if the accumulated amount paid under the policy at any time during the
first seven policy years exceeds the total premiums that would have been payable
under a policy providing for guaranteed
30
benefits upon the payment of seven level annual premiums. Regardless, a policy
which would otherwise satisfy the 7-pay test will still be taxed as a modified
endowment contract if it is received in exchange for a modified endowment
contract.
Certain changes will require Us to re-test a policy to determine whether it has
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause Us to re-test the policy as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into a policy exceed the limits under the 7-pay test for a policy
with the reduced death benefit, the policy will become a modified endowment
contract. This change is effective retroactively to the contract year in which
the actual premiums paid exceed the new 7-pay limits.
In addition, a "material change" occurring at any time while the policy is in
force will require Us to re-test the policy to determine whether it continues to
meet the 7-pay test. A material change starts a new 7-pay test period. The term
"material change" includes many increases in death benefits.
Since the policy provides for flexible premium payments, We will carefully
monitor the policy to determine whether increases in death benefits or
additional premium payments cause either the start of a new 7-pay test period or
the taxation of distributions and loans. All additional premium payments will be
considered.
If any amount is taxable as a distribution of income under a modified endowment
contract, it will also be subject to a 10% penalty tax. Limited exceptions from
the additional penalty tax are available for individual policyowners. These
exceptions include:
. distributions made on or after the date the taxpayer attains age
59 1/2; or
. distributions attributable to the taxpayer's becoming disabled; or
. distributions that are part of a series of substantially equal
periodic payments (made not less frequently than annually) made for
the life or life expectancy of the taxpayer.
Once a policy fails the 7-pay test, loans, collateral assignments, and
distributions occurring in the year of failure and thereafter become subject to
the rules for modified endowment contracts. In addition, any distribution or
loan made within two years prior to failing the 7-pay test is considered to have
been made in anticipation of the failure and may result in tax consequences.
For purposes of determining the amount of income received from a modified
endowment contract, the law requires the aggregation of all modified endowment
contracts issued to the same policyowner by an insurer and its affiliates within
the same calendar year. Therefore, loans and distributions from any one such
policy are taxable to the extent of the income accumulated in all the contracts
required to be aggregated.
You should consult a qualified tax adviser for complete information on modified
endowment contract status, especially in the case of a corporate-owned policy.
Diversification Standards.
To comply with final regulations under Code Section 817(h) ("Final
Regulations"), each Fund is required to diversify its investments. All
securities of the same issuer are treated as a single investment. Each
government agency or instrumentality, however, is treated as a separate issuer.
We intend to comply with the Final Regulations to ensure the policy continues to
qualify as life insurance for federal income tax purposes. If future regulations
are issued regarding whether a policyowner may direct investments to a
particular division of a separate account, We reserve the right to modify the
policy as necessary to prevent the policyowner from being considered the owner
of the assets of the Separate Account.
Your Voting Rights.
As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, as amended, You have voting rights.
You are entitled to instruct Us how to vote the Funds' shares held in the
Separate Account that are attributable to Your policy at shareholder meetings.
We determine who has voting rights as of the record date for the meeting.
We determine the number of Fund shares held in the Separate Account attributable
to Your policy by dividing Your account value in each Division, if any, by $100.
We count fractional votes.
In order to exercise Your voting rights, We will send
31
You proxy material and an instruction form. If We have not received effective
voting instructions, We will vote Fund shares held by the Separate Account in
the same proportion as the shares for which We received instructions, if
required by law. Otherwise, We reserve the right to vote such shares at Our own
discretion.
Our Rights.
We reserve the right to take certain actions in connection with Our operations
and the operations of the Separate Account. We will act in accordance with
applicable laws. If required by law or regulation, We will seek Your approval.
Specifically, We reserve the right to:
. Create new segments of the Separate Account;
. Create new Separate Accounts;
. Combine any two or more Separate Accounts;
. Make available additional Separate Account Divisions investing in
additional investment companies;
. Eliminate one or more Separate Account Divisions;
. Substitute or merge two or more Separate Account Divisions or Separate
Accounts;
. Invest the assets of the Separate Account in securities other than
shares of the Funds as a substitute for such shares already purchased
or as the securities to be purchased in the future;
. Operate the Separate Account as a management investment company under
the Investment Company Act of 1940, as amended, or in any other form
permitted by law;
. De-register the Separate Account under the Investment Company Act of
1940, as amended, if registration is no longer required; and
. Change the name of the Separate Account.
We reserve all rights to the name MassMutual and Massachusetts Mutual Life
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use Our name or part of it, but We may also withdraw this right.
Records And Reports.
We maintain all Separate Account and GPA records and accounts. Each year within
30 days after Your policy anniversary, We will mail to You a report showing:
. Your account value at the beginning of the previous policy year;
. all premiums paid during the previous policy year;
. all additions to and deductions from Your account value during the
policy year; and
. the account value, death benefit, cash surrender value and policy debt
as of Your last policy anniversary.
We will include any additional information required by any applicable law or
regulation in this report.
Sales And Other Agreements.
MML Distributors, LLC ("MML Distributors") a wholly-owned subsidiary of
MassMutual, is the principal underwriter of the policy. MML Investors Services,
Inc. ("MMLISI"), a wholly-owned subsidiary of MassMutual, serves as the
co-underwriter of the policies. Both MML Distributors and MMLISI are located at
1414 Main Street, Springfield, MA 01144-1013. Each underwriter is registered
with the Securities and Exchange Commission ("SEC") as a broker-dealer under the
Securities Exchange Act of 1934. Each is also a member of the National
Association of Securities Dealers, Inc. ("NASD").
MML Distributors may enter into selling agreements with other registered SEC
broker-dealers who are also members of the NASD. These are selling brokers.
We also sell the policies through state insurance licensed agents. These agents
are also registered representatives of selling brokers or of MMLISI.
When We receive a completed application, the selling broker or co-underwriter
performs suitability review. In some cases, We perform insurance underwriting.
If We accept the application, we determine the insured's risk classification. If
We do not accept the application, We will refund any premium paid.
Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policies. We pay commissions through MMLISI and MML
Distributors to agents and selling brokers.
32
MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota and Washington; and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio and West Virginia.
Commissions.
We pay agents or selling brokers commissions as a percentage of premiums paid
under the policies. The commission percentage is based on the annual cutoff
policy premium. The maximum commission percentage We will pay under the policies
is 13% of premiums.
Agents or selling brokers may also receive asset-based compensation. The maximum
asset based compensation is 0.2% of the account value of the Separate Account
Divisions.
Agents may receive commissions at lower rates on policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries.
Bonding Arrangement.
We maintain an insurance company blanket bond which provides $50,000,000
coverage for MassMutual officers and employees and general agents and agents.
The blanket bond is subject to a $350,000 deductible.
Legal Proceedings.
We are currently not involved in any material legal proceedings that adversely
impact the policy.
Experts.
We have included the financial statements of MassMutual in this prospectus in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP's report on the statutory financial statements of
MassMutual includes explanatory paragraphs relating to the use of statutory
accounting practices rather than generally accepted accounting principles.
John M. Valencia, Assistant Vice President for MassMutual, has examined the
illustrations in Appendix C of this prospectus. We filed his opinion on the
illustrations as an exhibit to the registration statement filed with the SEC.
Financial Statements.
You should consider the financial statements of MassMutual included in Appendix
E of this prospectus only as bearing upon the ability of MassMutual to meet its
obligations under the policy.
33
Appendix A - Glossary
Case:
A group of policies sold to individuals with a common employment or other
non-insurance motivated relationship.
Insured:
Person whose life the policy insures.
Issue Date:
The date the policy is in force. It is also the start date of the suicide
exclusion and contestability periods.
Monthly Calculation Date:
The date MassMutual deducts account value charges. The first monthly calculation
date is the policy date. Subsequent monthly calculation dates are on the same
date of each calendar month thereafter.
Net Premium:
Premium paid less sales load, premium tax charges and federal deferred
acquisition cost tax charges.
Policy Anniversary:
The anniversary of the policy date.
Policy Date:
The date used as the starting point for determining policy anniversary dates,
policy years and monthly calculation dates.
Policy Year:
The twelve month period beginning with the policy date, and each successive
twelve month period thereafter.
Policyowner:
The corporation, partnership, trust, individual, or other entity who owns the
policy, as shown on Our records.
Valuation Date:
A date on which the price of the Funds is determined. Generally, this will be
any date on which the New York Stock Exchange is open for trading.
Valuation Period:
The period from the end of one valuation date to the end of the next valuation
date.
Valuation Time:
The time the New York Stock Exchange closes on a valuation date (currently 4:00
p.m. New York time). All required actions will be performed as of the valuation
time.
34
Appendix B - Rates of Return
Table 1 shows the Effective Annual Rates of Return of the Funds based on the
actual investment performance of the Funds, after deductions of investment
management fees and other operating expenses. This Table is based on December
31, 1997 figures. The Effective Annual Rates of Return do not reflect the
deduction of mortality and expense risk charges, premium deductions,
administrative charge, cost of insurance charges or face amount charges.
Table 2 shows the Effective Annual Rates of Return of the Separate Account
Divisions. These returns are based on the actual underlying Fund performance and
the deduction of the current mortality and expense risk charge of 0.60%. The
Effective Annual Rates of Return do not reflect premium deductions,
administrative charge, cost of insurance charges or face amount charges. This
table is based on December 31, 1997 figures. It assumes the Separate Account
Divisions have been in operation for the same periods as the underlying Funds in
which they invest. Also, it reflects the total of the income generated by the
Funds' net of investment management fees and other operating expenses, plus
realized or unrealized capital gains and losses.
Table 3 shows the One Year Total Returns of the Funds based on actual investment
performance. It reflects the deduction of investment management fees and other
operating expenses. This table is based on December 31, 1997 annualized figures.
These rates of return do not reflect the deduction of mortality and expense risk
charges, premium deductions, administrative charge, cost of insurance charges or
face amount charges.
Since Tables 1, 2 and 3 do not reflect deductions from premiums or
administrative, cost of insurance, and face amount charges, the rates do not
illustrate how actual investment performance will affect the benefits under the
policy. If these charges were included, the returns would be lower.
The rates of return shown do not indicate future performance. You may consider
these rates of returns when assessing Funds' investment advisers and
sub-advisers competence and performance.
35
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN/1/
AS OF DECEMBER 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------------
1 3 5 10 15 20 Since
Fund (Inception Date) Year Years Years Years Years Years Inception
- ----------------------------------------------------------------------------------------------------------------------------------
MML Equity (9/15/71)/2/ 28.59% 26.57% 18.25% 16.44% 16.19% 16.20% 14.78%
MML Equity Index (5/1/97)/3/ ---- ---- ---- ---- ---- ---- 21.93%
MML Blend (2/3/84) 20.89% 19.29% 13.81% 13.68% ---- ---- 13.67%
MML Managed Bond (12/16/81) 9.91% 10.58% 7.79% 9.08% 9.73% ---- 10.37%
Oppenheimer Global Securities
(11/12/90) 22.42% 13.82% 18.81% ---- ---- ---- 12.26%
Oppenheimer Aggressive Growth
(8/15/86) 11.67% 21.17% 15.92% 16.23% ---- ---- 15.31%
Oppenheimer Growth (4/3/85) 26.68% 29.42% 18.61% 16.67% ---- ---- 15.43%
Oppenheimer Growth & Income (7/5/95) 32.48% ---- ---- ---- ---- ---- 37.24%
Oppenheimer Multiple Strategies
(2/9/87) 17.22% 18.00% 13.31% 12.74% ---- ---- 12.04%
Oppenheimer High Income (4/30/86) 12.21% 15.90% 13.75% 14.32% ---- ---- 13.35%
Oppenheimer Strategic Bond (5/3/93) 8.71% 12.00% ---- ---- ---- ---- 7.64%
Oppenheimer Bond (4/3/85) 9.25% 10.23% 8.23% 9.50% ---- ---- 9.89%
Oppenheimer Money (4/3/85)/4/ 5.31% 5.35% 4.70% 5.79% ---- ---- 5.94%
Panorama International Equity
(5/13/92) 8.11% 10.53% 10.78% ---- ---- ---- 8.66%
Panorama Growth (1/21/82) 26.37% 27.52% 20.12% 18.66% 17.31% ---- 18.31%
Panorama Total Return (9/30/82) 18.81% 17.72% 13.21% 13.80% 13.72% ---- 14.05%
MFS(R) Emerging Growth (7/24/95) 21.90% ---- ---- ---- ---- ---- 23.53%
MFS(R) Research (7/26/95) 20.26% ---- ---- ---- ---- ---- 22.13%
T. Rowe Price New America Growth
(3/31/94) 21.12% 30.01% ---- ---- ---- ---- 23.66%
T. Rowe Price E.S. Mid-Cap Growth
(12/31/96) 18.80% ---- ---- ---- ---- ---- 18.80%
T. Rowe Price Limited-Term Bond
(5/13/94) 6.74% 6.59% ---- ---- ---- ---- 6.16%
Fidelity VIP Fund II Contrafund
(1/3/95) 24.14% ---- ---- ---- ---- ---- 28.16%
1. The Average Annual Rate of Return (Total Return) is calculated by
determining, over a stated period of time, the average annual compounded
rate of return that an investment in the Fund earned over that period,
assuming reinvestment of all distributions.
2. Although the MML Equity Fund commenced operations in 1971, the information
necessary to calculate Average Annual Rates of Return is available only
for the year 1974 and subsequent periods.
3. This is the return for the period May 1, 1997 to December 31, 1997.
4. An investment in money market funds is neither insured nor guaranteed by
the U.S. Government, and such a fund's net asset value is not guaranteed
to remain stable at $1.00 per share. Although the Oppenheimer Money Fund
commenced operations on April 3, 1985, the information necessary to
calculate the performance information is available only for the year 1987
and subsequent periods.
Performance of MML Small Cap Value Equity Fund, Oppenheimer Small Cap Growth
Fund, Goldman Sachs International Equity Fund, Goldman Sachs Capital Growth
Fund, Goldman Sachs Mid Cap Equity Fund, Goldman Sachs CORE U.S. Equity Fund and
Goldman Sachs Growth and Income Fund, each a series of the Goldman Sachs VIT
Trust, and the MFS(R) New Discovery Series is unavailable since these Funds had
not commenced operations as of December 31, 1997.
36
TABLE 2
EFFECTIVE ANNUAL RATES OF RETURN/1/ OF EACH DIVISION OF THE SEPARATE ACCOUNT
AS OF DECEMBER 31, 1997
- -------------------------------------------------------------------------------------------------------------------------------
1 5 10 Since
Division (Inception Date) Year Years Years Inception
- -------------------------------------------------------------------------------------------------------------------------------
MML Equity (9/15/71)/4/ 27.99% 17.65% 15.84% 14.18%
MML Equity Index (5/1/97)/2/ ---- ---- ---- 21.33%
MML Blend (2/3/84) 20.29% 13.21% 13.08% 13.07%
MML Managed Bond (12/16/81) 9.31% 7.19% 8.48% 9.77%
Oppenheimer Global Securities (11/12/90) 21.82% 18.21% ---- 11.66%
Oppenheimer Aggressive Growth (8/15/86) 11.07% 15.32% 15.63% 14.71%
Oppenheimer Growth (4/3/85) 26.08% 18.01% 16.07% 14.83%
Oppenheimer Growth & Income (7/5/95) 31.88% ---- ---- 36.64%
Oppenheimer Multiple Strategies (2/9/87) 16.62% 12.71% 12.14% 11.44%
Oppenheimer High Income (4/30/86) 11.61% 13.15% 13.72% 12.75%
Oppenheimer Strategic Bond (5/3/93) 8.11% ---- ---- 7.04%
Oppenheimer Bond (4/3/85) 8.65% 7.63% 8.90% 9.29%
Oppenheimer Money (4/3/85)/3/ 4.71% 4.10% 5.19% 5.34%
Panorama International Equity (5/13/92) 7.51% 10.18% ---- 8.06%
Panorama Growth (1/21/82) 25.77% 19.52% 18.06% 17.71%
Panorama Total Return (9/30/82) 18.21% 12.61% 13.20% 13.45%
MFS(R) Emerging Growth (7/24/95) 21.30% ---- ---- 22.93%
MFS(R) Research (7/26/95) 19.66% ---- ---- 21.53%
T. Rowe Price New America Growth (3/31/94) 20.52% ---- ---- 23.06%
T. Rowe Price Mid-Cap Growth (12/31/96) 18.20% ---- ---- 18.20%
T. Rowe Price Limited-Term Bond (5/13/94) 6.14% ---- ---- 5.56%
Fidelity VIP Fund II Contrafund (1/3/95) 23.54% ---- ---- 27.56%
1. Performance information assumes current mortality and expense risk charges
of .60%. If guaranteed mortality and expense risk charges were used, the
performance results would be lower.
2. This is the return for the period May 1, 1997 to December 31, 1997.
3. Although the Oppenheimer Money Fund commenced operations on April 3, 1985,
the information necessary to calculate the Oppenheimer Money Division
performance information is available only for the year 1987 and subsequent
periods.
4. Although the MML Equity Fund commenced operations in 1971, the information
necessary to calculate Average Annual Rates of Return is available only for
the year 1974 and subsequent periods.
Performance of MML Small Cap Value Equity Division, Oppenheimer Small Cap Growth
Division, Goldman Sachs International Equity Division, Goldman Sachs Capital
Growth Division, Goldman Sachs Mid Cap Equity Division, Goldman Sachs CORE U.S.
Equity Division and Goldman Sachs Growth and Income Division, each a series of
the Goldman Sachs VIT Trust, and the MFS(R) New Discovery Division is
unavailable since these Divisions had not commenced operations as of December
31, 1997.
37
TABLE 3
ONE YEAR TOTAL RETURNS/1/
- ----------------------------------------------------------------------------------------------------------------------------------
For the year ended 1997 1996 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------------------------------
MML Equity (9/15/71)/2/ 28.59% 20.25% 31.13% 4.10% 9.52% 10.48% 25.56% (0.51)%
MML Equity Index (5/1/97)/3/ 21.93% ---- ---- ---- ---- ---- ---- ----
MML Blend (2/3/84) 20.89% 13.95% 23.28% 2.48% 9.70% 9.36% 24.00% 2.37%
MML Mgd. Bond (12/16/81) 9.91% 3.25% 19.14% (3.76)% 11.81% 7.31% 16.66% 8.38%
Opp. Global Securities (11/12/90) 22.42% 17.80% 2.24% (5.72)% 70.32% (7.11)% 3.39% 0.40%
Opp. Aggressive Growth (8/15/86) 11.67% 20.16% 32.52% (7.59)% 27.32% 15.42% 54.72% (16.82)%
Opp. Growth (4/3/85) 26.68% 25.20% 36.65% 0.97% 7.25% 14.53% 25.54% (8.21)%
Opp. Growth & Income (7/5/95) 32.48% 32.51% 23.52% ---- ---- ---- ---- ----
Opp. Multi. Strategies (2/9/87) 17.22% 15.50% 21.36% (1.95)% 15.95% 8.99% 17.48% (1.91)%
Opp. High Income (4/30/86) 12.21% 15.26% 20.37% (3.18)% 26.34% 17.92% 33.91% 4.65%
Opp. Strategic Bond (5/3/93) 8.71% 12.07% 15.33% (3.78)% 4.25% ---- ---- ----
Opp. Bond (4/3/85) 9.25% 4.80% 17.00% (1.94)% 13.04% 6.50% 17.63% 7.92%
Opp. Money (4/3/85) 5.31% 5.13% 5.62% (4.20)% 3.12% 3.76% 5.97% 7.80%
Panorama International Equity (5/13/92) 8.11% 13.26% 10.30% 1.44% 21.80% (4.32)% ---- ----
Panorama Growth (1/21/82) 26.37% 18.87% 38.06% (0.51)% 21.22% 12.36% 37.53% (7.90)%
Panorama Total Return (9/30/82) 18.81% 10.14% 24.66% (1.97)% 16.28% 10.21% 28.79% 0.50%
MFS(R) Emerging Growth (7/24/95) 21.90% 17.02% ---- ---- ---- ---- ---- ----
MFS(R) Research (7/26/95) 20.26% 22.33% ---- ---- ---- ---- ---- ----
T. Rowe Price New America Growth
(3/31/94) 21.12% 20.09% 51.10% 1.00% ---- ---- ---- ----
T. Rowe Price Mid-Cap Growth (12/31/96) 18.80% ---- ---- ---- ---- ---- ---- ----
T. Rowe Price Limited-Term Bond (5/13/94) 6.74% 3.26% 9.88% 2.62% ---- ---- ---- ----
Fidelity VIP Fund II Contrafund (1/3/95) 24.14% 21.22% 39.72% ---- ---- ---- ---- ----
1. The figures shown are one year total returns from inception of the Funds.
These figures do not reflect the mortality and expense risk charges
assessed against the Separate Account, deductions from premiums or
administrative, cost of insurance and underwriting charges assessed against
the account value of the Policies. If these charges were included, the
total return figures would be lower. They may be considered in assessing
the competence and performance of each of the Funds' investment advisers.
2. The figures for the MML Equity Fund from 1974 through 1981 are as follows:
1974: (17.61)%; 1975: 32.85%; 1976: 24.77%; 1977: (0.52)%; 1978: 3.71%;
1979: 19.54% 1980: 27.62%; 1981: 6.67%.
3. This is the return for the period May 1, 1997 to December 31, 1997.
Performance of MML Small Cap Value Equity Fund, Oppenheimer Small Cap Growth
Fund, Goldman Sachs International Equity Fund, Goldman Sachs Capital Growth
Fund, Goldman Sachs Mid Cap Equity Fund, Goldman Sachs CORE U.S. Equity Fund and
Goldman Sachs Growth and Income Fund, each a series of the Goldman Sachs VIT
Trust, and the MFS(R) New Discovery Series is unavailable since these Funds had
not commenced operations as of December 31, 1997.
38
TABLE 3 (Continued)
ONE YEAR TOTAL RETURNS/1/ (Continued)
- ----------------------------------------------------------------------------------------------------------------------------------
For the year ended 1989 1988 1987 1986 1985 1984 1983 1982
- ----------------------------------------------------------------------------------------------------------------------------------
MML Equity (9/15/71)/2/ 23.04% 16.68% 2.10% 20.15% 30.54% 5.40% 22.85% 25.67%
MML Equity Index (5/1/97)/3/ ---- ---- ---- ---- ---- ---- ---- ----
MML Blend (2/3/84) 19.96% 13.40% 3.12% 18.30% 24.88% 8.24% ---- ----
MML Mgd. Bond (12/16/81) 12.83% 7.13% 2.60% 14.46% 19.94% 11.69% 7.26% 22.79%
Opp. Global Securities (11/12/90) ---- ---- ---- ---- ---- ---- ---- ----
Opp. Aggressive Growth (8/15/86) 27.57% 13.41% 14.34% (1.65)% ---- ---- ---- ----
Opp. Growth (4/3/85) 23.59% 22.09% 3.32% 17.76% 9.50% ---- ---- ----
Opp. Growth & Income (7/5/95) ---- ---- ---- ---- ---- ---- ---- ----
Opp. Multi. Strategies (2/9/87) 15.76% 22.15% 3.97% ---- ---- ---- ---- ----
Opp. High Income (4/30/86) 4.84% 15.58% 8.07% 4.73% ---- ---- ---- ----
Opp. Strategic Bond (5/3/93) ---- ---- ---- ---- ---- ---- ---- ----
Opp. Bond (4/3/85) 13.32% 8.97% 2.52% 10.12% 18.82% ---- ---- ----
Opp. Money (4/3/85) 8.82% 7.31% 6.33% 5.68% 7.25% ---- ---- ----
Panorama International Equity (5/13/92) ---- ---- ---- ---- ---- ---- ---- ----
Panorama Growth (1/21/82) 35.81% 14.46% 0.25% 11.58% 27.31% 4.89% 32.72% 33.00%
Panorama Total Return (9/30/82) 22.98% 11.64% 4.26% 12.58% 25.43% 6.68% 20.20% 8.10%
MFS(R) Emerging Growth (7/24/95) ---- ---- ---- ---- ---- ---- ---- ----
MFS(R) Research (7/26/95) ---- ---- ---- ---- ---- ---- ---- ----
T. Rowe Price New America Growth
(3/31/94) ---- ---- ---- ---- ---- ---- ---- ----
T. Rowe Price Mid-Cap Growth (12/31/96) ---- ---- ---- ---- ---- ---- ---- ----
T. Rowe Price Limited-Term Bond (5/13/94) ---- ---- ---- ---- ---- ---- ---- ----
Fidelity VIP Fund II Contrafund (1/3/95) ---- ---- ---- ---- ---- ---- ---- ----
1. The figures shown are one year total returns from inception of the Funds.
These figures do not reflect the mortality and expense risk charges
assessed against the Separate Account, deductions from premiums or
administrative, cost of insurance and underwriting charges assessed against
the account value of the Policies. If these charges were included, the
total return figures would be lower. They may be considered in assessing
the competence and performance of each of the Funds' investment advisers.
2. The figures for the MML Equity Fund from 1974 through 1981 are as follows:
1974: (17.61)%; 1975: 32.85%; 1976: 24.77%; 1977: (0.52)%; 1978: 3.71%;
1979: 19.54% 1980: 27.62%; 1981: 6.67%.
3. This is the return for the period May 1, 1997 to December 31, 1997.
Performance of MML Small Cap Value Equity Fund, Oppenheimer Small Cap Growth
Fund, Goldman Sachs International Equity Fund, Goldman Sachs Capital Growth
Fund, Goldman Sachs Mid Cap Equity Fund, Goldman Sachs CORE U.S. Equity Fund and
Goldman Sachs Growth and Income Fund, each a series of the Goldman Sachs VIT
Trust, and the MFS(R) New Discovery Series is unavailable since these Funds had
not commenced operations as of December 31, 1997.
39
Appendix D - Directors of Massachusetts Mutual Life Insurance Company
Principal Occupation(s) During Past Five Years
Roger G. Ackerman, Director
Chairman and Chief Executive Officer, since 1996, President and Chief Operating
Officer, 1990-1996, Corning, Inc., One Riverfront Plaza, HQE 2, Corning, NY
14831.
James R. Birle, Director
Chairman, since 1997, and Founder, since 1994, President, 1994-1997, Resolute
Partners, LLC; General Partner, Blackstone Group, 1988-1994, 2 Soundview Drive,
Greenwich CT 06836.
Gene Chao, Director
Chairman, President and CEO, since 1991, Computer Projections, Inc., 733 SW
Vista Avenue, Portland, OR 97205.
Patricia Diaz Dennis, Director
Senior Vice President and Assistant General Counsel, since 1995, SBC
Communications Inc.; Special Counsel, 1993-1995, Sullivan & Cromwell; Assistant
Secretary of State for Human Rights and Humanitarian Affairs, 1992-1993, U.S.
Department of State, 175 East Houston, Room 4-A-70, San Antonio, TX 78205
Anthony Downs, Director
Senior Fellow, since 1977, The Brookings Institution, 1775 Massachusetts Ave.,
N.W., Washington DC 20036-2188.
James L. Dunlap, Director
Vice Chairman, since 1998, Ocean Energy, Inc.; President and Chief Operating
Officer, 1996-1998, United Meridian Corporation; Senior Vice President,
1987-1996, Texaco, Inc., 1201 Louisiana, Suite 1400, Houston, TX 77002-5603.
William B. Ellis, Director
Senior Fellow, since 1995, Yale University School of Forestry and Environmental
Studies; Chairman of the Board and Chief Executive Officer, 1993-1995, Northeast
Utilities, 31 Pound Foolish Lane, Glastonbury, CT 06033.
Robert M. Furek, Director
Partner, since 1997, Resolute Partners LLC, Chairman, since 1997, State Board of
Trustees for the Hartford School System; President and Chief Executive Officer,
1987-1996, Heublein, Inc., 1 State Street, Suite 2310, Hartford, CT 06103.
Charles K. Gifford, Director
Chairman and Chief Executive Officer, since 1996, and President 1989-1996,
BankBoston, N.A.; Chairman, since 1998, and Chief Executive Officer, since 1995,
BankBoston Corporation, 100 Federal Street, Boston, MA 02110.
William N. Griggs, Director
Managing Director, since 1983, Griggs & Santow, Inc., 75 Wall Street, 20th
Floor, New York, NY 10005.
George B. Harvey, Director
Chairman, President and CEO, 1983-1996, Pitney Bowes, One Landmark Square, Suite
1905, 19th Floor, Stamford, CT 06901.
Barbara B. Hauptfuhrer, Director
Director of various corporations, since 1972, 1700 Old Welsh Road, Huntington
Valley, PA 19006.
Sheldon B. Lubar, Director
Chairman, since 1977, Lubar & Co. Incorporated, 700 North Water Street, Suite
1200, Milwaukee, WI 53202.
William B. Marx, Jr., Director
Senior Executive Vice President, since 1996, Lucent Technologies; Executive Vice
President and CEO, 1994-1996, AT&T Multimedia Products Group; Executive Vice
President and CEO, 1993-1994, AT&T Network Systems Group; Group Executive and
President, 1989-1993, AT&T Network Systems Group, 5 Peacock Lane, Village of
Golf, FL 33436-5299.
John F. Maypole, Director
Managing Partner, since 1984, Peach State Real Estate Holding Company, 55 Sandy
Hook Road - North, Sarasota, FL 34242.
John J. Pajak, Director, President and Chief Operating Officer
President and Chief Operating Officer, since 1996, Vice Chairman and Chief
Administrative Officer, 1996, Executive Vice President, 1987-1996, MassMutual,
1295 State Street, Springfield, MA 01111.
Thomas B. Wheeler, Director, Chairman and Chief Executive Officer
Chairman and Chief Executive Officer, since 1996, President and Chief Executive
Officer, 1988-1996, MassMutual, 1295 State Street, Springfield, MA 01111.
Alfred M. Zeien, Director
Chairman and Chief Executive Officer, since 1991, The Gillette Company,
Prudential Tower, Boston, MA 02199.
Executive Vice Presidents
Lawrence V. Burkett, Jr.
Executive Vice President and General Counsel, since 1993, Senior Vice President
and Deputy General Counsel, 1992-1993, MassMutual, 1295 State Street,
Springfield, MA 01111.
Peter J. Daboul
Executive Vice President and Chief Information Officer, since 1997, Senior Vice
President 1990-1997, MassMutual, 1295 State Street, Springfield, MA 01111.
John B. Davies
Executive Vice President, since 1994, Associate Executive Vice President, 1994,
General Agent, 1982-1993, MassMutual, 1295 State Street, Springfield, MA 01111.
Daniel J. Fitzgerald
Executive Vice President, since 1994, Corporate Financial Operations, 1994-1997,
Senior Vice President, 1991-1994, MassMutual, 1295 State Street, Springfield, MA
01111.
James E. Miller
Executive Vice President, since 1997 and 1987-1996, MassMutual; Senior Vice
President, 1996-1997, UniCare Life & Health, 1295 State Street, Springfield, MA
01111.
John V. Murphy
Executive Vice President, since 1997, MassMutual; Executive Vice President and
Chief Operating Officer, 1995-1997, David L. Babson & Co., Inc.; Chief Operating
Officer, 1993-1995, Concert Capital Management, Inc., Senior Vice President and
Chief Financial Officer, 1977-1993, Liberty Financial Companies, 1295 State
Street, Springfield, MA 01111.
Gary E. Wendlandt
Executive Vice President and Chief Investment Officer, since 1993, Executive
Vice President, 1992-1993, MassMutual, 1295 State Street, Springfield, MA 01111.
Joseph M. Zubretsky
Executive Vice President and Chief Financial Officer, since 1997, MassMutual;
Chief Financial Officer, 1996, HealthSource; Partner, 1990-1996, Coopers &
Lybrand, 1295 State Street, Springfield, MA 01111.
41
EXHIBIT LIST
1(A)(1)(b) Resolution of Board of Directors establishing the SL10 Segment
of the Separate Account
1(A)(3)(a)(3) Variable Products Dealer Agreement
1(A)(5) Form of Flexible Premium Variable Adjustable Life Insurance
Policy
1(A)(11) Memorandum Describing MassMutual's Issuance, Transfer and
Redemption Procedures for the Policy
1(A)(8)(a) Participation Agreement with Oppenheimer Variable Account Funds,
Inc.
(b) Participation Agreement with T. Rowe Price Equity Series, Inc.
(c) Participation Agreement with MFS Variable Insurance Trust
(d) Form of Participation Agreement with Goldman Sachs Variable
Insurance Trust
(e) Participation Agreement with Fidelity Variable Insurance
Products Fund II
1(A)(10) Form of Application for Flexible Premium Variable Adjustable
Life Insurance Policy
2 Opinion and Consent of Lynn S. Mercier